Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 9-May-14 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'DRNA | ' |
Entity Registrant Name | 'DICERNA PHARMACEUTICALS INC | ' |
Entity Central Index Key | '0001399529 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 17,763,051 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $133,792 | $46,595 |
Prepaid expenses and other current assets | 906 | 2,058 |
Total current assets | 134,698 | 48,653 |
NONCURRENT ASSETS: | ' | ' |
Property and equipment-net | 911 | 877 |
Restricted cash | 264 | 264 |
Total noncurrent assets | 1,175 | 1,141 |
TOTAL ASSETS | 135,873 | 49,794 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | 715 | 1,700 |
Current portion of long-term debt | 3,785 | 4,587 |
Deferred rent | 96 | 105 |
Accrued expenses and other current liabilities | 1,947 | 1,286 |
Total current liabilities | 6,543 | 7,678 |
NONCURRENT LIABILITIES: | ' | ' |
Long-term debt-net of current portion | ' | 260 |
Preferred stock warrant liability | ' | 529 |
Total noncurrent liabilities | ' | 789 |
TOTAL LIABILITIES | 6,543 | 8,467 |
STOCKHOLDERS' EQUITY/(DEFICIT): | ' | ' |
Preferred stock, $0.0001 par value-5,000,000 shares and no shares authorized at March 31, 2014 and December 31, 2013, respectively; no shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | ' | ' |
Common stock, $0.0001 par value-150,000,000 shares and 15,000,000 shares authorized at March 31, 2014 and December 31, 2013, respectively; 17,761,104 shares and 38,226 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | 2 | 1 |
Additional paid-in capital | 225,595 | 16,545 |
Accumulated deficit | -96,267 | -85,465 |
Total stockholders' equity/(deficit) | 129,330 | -68,919 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY / DEFICIT | 135,873 | 49,794 |
Series A Redeemable Convertible Preferred Stock [Member] | ' | ' |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, $0.0001 PAR VALUE-NO SHARES AND 11,070,000 SHARES AUTHORIZED AT MARCH 31, 2014 AND DECEMBER 31, 2013, RESPECTIVELY; NO SHARES AND 10,589,434 SHARES ISSUED AND OUTSTANDING AT MARCH 31, 2014 AND DECEMBER 31, 2013, RESPECTIVELY: | ' | ' |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, Value | ' | 21,400 |
Series B Redeemable Convertible Preferred Stock [Member] | ' | ' |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, $0.0001 PAR VALUE-NO SHARES AND 11,070,000 SHARES AUTHORIZED AT MARCH 31, 2014 AND DECEMBER 31, 2013, RESPECTIVELY; NO SHARES AND 10,589,434 SHARES ISSUED AND OUTSTANDING AT MARCH 31, 2014 AND DECEMBER 31, 2013, RESPECTIVELY: | ' | ' |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, Value | ' | 29,050 |
Series C Redeemable Convertible Preferred Stock [Member] | ' | ' |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, $0.0001 PAR VALUE-NO SHARES AND 11,070,000 SHARES AUTHORIZED AT MARCH 31, 2014 AND DECEMBER 31, 2013, RESPECTIVELY; NO SHARES AND 10,589,434 SHARES ISSUED AND OUTSTANDING AT MARCH 31, 2014 AND DECEMBER 31, 2013, RESPECTIVELY: | ' | ' |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, Value | ' | $59,796 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
REDEEMABLE CONVERTIBLE PREFERRED STOCK, PAR VALUE | $0.00 | $0.00 |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, SHARES AUTHORIZED | 0 | 11,070,000 |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, SHARES ISSUED | 0 | 10,589,434 |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, SHARES OUTSTANDING | 0 | 10,589,434 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 150,000,000 | 15,000,000 |
Common stock, shares issued | 17,761,104 | 38,226 |
Common stock, shares outstanding | 17,761,104 | 38,226 |
Series A Redeemable Convertible Preferred Stock [Member] | ' | ' |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, SHARES AUTHORIZED | 0 | 880,000 |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, SHARES ISSUED | 0 | 855,996 |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, SHARES OUTSTANDING | 0 | 855,996 |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, Aggregate liquidation preference | $0 | $21,400 |
Series B Redeemable Convertible Preferred Stock [Member] | ' | ' |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, SHARES AUTHORIZED | 0 | 1,190,000 |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, SHARES ISSUED | 0 | 1,162,021 |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, SHARES OUTSTANDING | 0 | 1,162,021 |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, Aggregate liquidation preference | 0 | 29,050 |
Series C Redeemable Convertible Preferred Stock [Member] | ' | ' |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, SHARES AUTHORIZED | 0 | 9,000,000 |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, SHARES ISSUED | 0 | 8,571,417 |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, SHARES OUTSTANDING | 0 | 8,571,417 |
REDEEMABLE CONVERTIBLE PREFERRED STOCK, Aggregate liquidation preference | $0 | $60,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating expenses: | ' | ' |
Research and development | $5,251 | $2,418 |
General and administrative | 2,841 | 1,136 |
Total operating expenses | 8,092 | 3,554 |
Loss from operations | -8,092 | -3,554 |
Other income (expense): | ' | ' |
Preferred stock warrant remeasurement | -2,559 | 5 |
Interest income | 4 | ' |
Interest expense | -157 | -270 |
Total other income (expense) | -2,712 | -265 |
Net loss | -10,804 | -3,819 |
Less: Accretion and dividends on redeemable convertible preferred stock | 204 | 1,011 |
Net loss attributable to common stockholders | ($11,008) | ($4,830) |
Net loss per share attributable to common stockholders-basic and diluted | ($1.02) | ($172.80) |
Weighted average shares outstanding-basic and diluted | 10,822,325 | 27,952 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($10,804) | ($3,819) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ' | ' |
Depreciation | 122 | 136 |
Stock-based compensation | 2,212 | 33 |
Amortization of debt discount | 42 | 49 |
Amortization of debt issuance costs | 6 | 6 |
Increase (decrease) in fair value of preferred stock warrant liability | 2,559 | -5 |
Changes in operating assets and liabilities: | ' | ' |
Research and license receivable | ' | 5,018 |
Prepaid expenses and other current assets | -635 | 2 |
Accounts payable | -621 | -557 |
Accrued expenses and other current liabilities | 682 | 200 |
Deferred rent | -9 | -16 |
Net cash (used in) provided by operating activities | -6,446 | 1,047 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of property and equipment | -156 | ' |
Net cash (used in) provided by investing activities | -156 | ' |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from exercised stock options | 755 | 11 |
Net proceeds from initial public offering | 94,148 | ' |
Repayments of long-term debt principal | -1,104 | -998 |
Net cash provided by (used in) financing activities | 93,799 | -987 |
INCREASE IN CASH AND CASH EQUIVALENTS | 87,197 | 60 |
CASH AND CASH EQUIVALENTS - Beginning of period | 46,595 | 3,670 |
CASH AND CASH EQUIVALENTS - End of period | 133,792 | 3,730 |
NONCASH FINANCING ACTIVITIES: | ' | ' |
Warrant conversion to common stock | $3,088 | ' |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Description of Business and Basis of Presentation | ' |
1. Description of Business and Basis of Presentation | |
Nature of business | |
Dicerna Pharmaceuticals, Inc. and its subsidiary (the “Company”) is a biopharmaceutical company focused on the discovery and development of innovative treatments for rare inherited diseases involving the liver and for cancers that are genetically defined. The Company is using its proprietary RNA interference (RNAi) technology platform to build a broad pipeline in these therapeutic areas. The Company intends to discover, develop and commercialize novel therapeutics either on its own or in collaboration with pharmaceutical partners. | |
The Company continues to be subject to a number of risks common to companies in similar stages of development. Principal among these risks are the uncertainties of technological innovations, which are particularly high in the field of drug discovery and development, dependence on key individuals, development of the same or similar technological innovations by the Company’s competitors and protection of proprietary technology. The Company’s ability to fund its planned preclinical and clinical operations, including completion of its clinical trials, is expected to depend on the amount and timing of cash receipts under its existing collaboration agreement, as well as any future collaboration or product sales and/or financing transactions. | |
In February 2014, the Company completed the sale of 6,900,000 shares of common stock in an initial public offering of its common stock (the IPO) at a price to the public of $15.00 per share, resulting in proceeds to the Company of $92,749 after deducting underwriting discounts and commissions of approximately $7,245 and offering expenses paid by the Company of approximately $3,506. In connection with the close of the IPO, all of the outstanding shares of Series A mandatorily redeemable, convertible preferred stock (Series A preferred stock), Series B mandatorily redeemable, convertible preferred stock (Series B preferred stock) and Series C mandatorily redeemable, convertible preferred stock (Series C preferred stock) were converted into shares of common stock on a one-for-one basis immediately prior to the closing of the IPO. Following these transactions, the Company had a total of 17,761,104 shares of common stock issued and outstanding as of March 31, 2014. The significant increase in the shares outstanding in 2014 is expected to impact the year over year comparability of the Company’s (loss) per share calculations for the full year. | |
Basis of presentation and consolidation | |
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. (GAAP) and in accordance with the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position at March 31, 2014 and results of operations and cash flows for the interim periods ended March 31, 2014 and 2013. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The results of the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014 or for any other interim period or for any other future year. | |
Summary of Significant Accounting Policies — There have been no material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K. |
Net_Loss_Per_Share_Attributabl
Net Loss Per Share Attributable to Common Stockholders | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Net Loss Per Share Attributable to Common Stockholders | ' | ||||||||
2. Net Loss Per Share Attributable to Common Stockholders | |||||||||
The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Net loss | $ | (10,804 | ) | $ | (3,819 | ) | |||
Accretion of preferred stock issuance costs to redemption value | (204 | ) | (16 | ) | |||||
Accrued dividends on preferred stock | — | (995 | ) | ||||||
Net loss attributable to common stockholders—basic and diluted | $ | (11,008 | ) | $ | (4,830 | ) | |||
Weighted-average number of common stock—basic and diluted | 10,822,325 | 27,952 | |||||||
Net loss per share attributable to common stockholders—basic and diluted | $ | (1.02 | ) | $ | (172.80 | ) | |||
The following potentially dilutive securities outstanding during the period, prior to the use of the treasury stock method or if-converted method, have been excluded from the computation of diluted weighted-average common stock outstanding, because such securities had an anti-dilutive impact due to the losses reported: | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Options to purchase common stock | 1,532,170 | 25,458 | |||||||
Warrants to purchase common stock | 58,785 | 2,198 | |||||||
Warrants to purchase redeemable convertible preferred stock | 51,762 | 47,400 | |||||||
Redeemable convertible preferred stock | 4,118,116 | 2,018,025 | |||||||
Unvested restricted stock | 64,163 | 21 |
Longterm_Debt
Long-term Debt | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Debt Disclosure [Abstract] | ' | ||||
Long-term Debt | ' | ||||
3. Long-term Debt | |||||
On March 26, 2009, the Company entered into a loan and security agreement with an independent finance company, Hercules Technology II, LP (Hercules), for up to $7,000 (Hercules loan). The Hercules loan is collateralized by a security interest in all tangible assets. On May 28, 2010, the Company and Hercules executed an amendment to the loan and security agreement to defer $653 in principal payments originally due in June 2010 through August 2010, and amortized such deferred principal amounts equally over the remaining payment term beginning in September 2010. On June 28, 2011, the Company and Hercules executed a second amendment to the loan and security agreement, which increased the maximum loan amount to $12,000. Upon execution of the second amendment, the Company drew a $7,000 advance, a portion of which the Company used to repay the outstanding balance of principal and interest under the original loan and security agreement. On December 15, 2011, the Company drew down the remaining $5,000. Interest is payable monthly and principal is to be repaid in equal monthly installments beginning April 1, 2012 through January 2, 2015. The applicable annual interest rate was 10.15% at December 31, 2013 and March 31, 2014. | |||||
At March 31, 2014, the principal maturities of the Hercules loan were as follows: | |||||
2014 | $ | 3,483 | |||
2015 | 438 | ||||
Principal balance outstanding—March 31, 2014 | 3,921 | ||||
Less: unamortized discount | (136 | ) | |||
Less: current portion | (3,785 | ) | |||
Long-term debt outstanding | $ | — | |||
On April 7, 2014, the Company repaid the remaining amount of the Hercules loan in full in a total amount of $3,590. | |||||
In connection with the Hercules loan, the Company issued warrants to Hercules for the purchase of an aggregate of 21,000 shares of the Series A preferred stock and 26,400 shares of the Series B preferred stock each at an exercise price of $25.00 per share. Immediately prior to the closing of the IPO on February 4, 2014, all of the outstanding shares of the Series A, Series B and Series C preferred stock were automatically converted into shares of common stock on an one-for-one basis. The fair value of the warrants was classified as a liability in the accompanying balance sheet as of December 31, 2013. After the conversion of Series A and Series B preferred stock, the fair value of the warrants was reclassified as a part of shareholders’ equity. The remeasurement of the liability continued until the date of the closing of the IPO. The fair value of the outstanding Hercules warrants as of the IPO closing date was $765 and was determined using the Black-Scholes option-pricing model with the following assumptions: | |||||
February 4, | |||||
2014 | |||||
Stock price | $ | 32.66 | |||
Expected option term (in years) | 3 | ||||
Expected volatility | 62 | % | |||
Risk-free interest rate | 0.69 | % | |||
Expected dividend yield | 0 | % | |||
The estimated fair value of the outstanding Hercules warrants at December 31, 2013 was $94. On February 11, 2014, Hercules net exercised the warrants in exchange for a total of 12,702 shares of common stock. There were no Series A and Series B warrants outstanding at March 31, 2014. | |||||
The adjustment to this preferred stock warrant liability related to the Hercules warrants was recorded in other income (expense) and amounted to $(671) and $5 for the three months ended March 31, 2014 and 2013, respectively. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||
Stock-Based Compensation | ' | ||||
4. Stock-Based Compensation | |||||
Stock options granted to nonemployees | |||||
Stock-based compensation expense related to stock options granted to nonemployees is recognized as the consulting services are rendered, generally on a straight-line basis. The Company believes that the fair value of the stock options is more reliably measurable than the fair value of the services received. Compensation expense is subject to remeasurement until the options vest. | |||||
In September 2013, the Company granted stock options to purchase 132,500 shares of common stock to nonemployees with an initial fair value of $337. During the three month period ended March 31, 2014, the services of certain nonemployees were terminated. Based on the terms of the nonemployee stock option agreements the Company recorded a nonemployee stock-based compensation expense of $1,611 for the three month period ended March 31, 2014. The assumptions used to estimate fair value were as follows: | |||||
Three Months Ended | |||||
March 31, 2014 | |||||
Stock price | $28.25 – $41.12 | ||||
Expected option term (in years) | 0.25 – 6.86 | ||||
Expected volatility | 56% – 72 | % | |||
Risk-free interest rate | 0.08% – 2.29 | % | |||
Expected dividend yield | 0 | % | |||
As of March 31, 2014, there were 68,750 unvested stock options held by nonemployees. |
Redeemable_Convertible_Preferr
Redeemable Convertible Preferred Stock | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Text Block [Abstract] | ' | ||||
Redeemable Convertible Preferred Stock | ' | ||||
5. Redeemable Convertible Preferred Stock | |||||
The consummation of the IPO on February 4, 2014 resulted in the conversion of all of the shares of the Company’s Series A, Series B and Series C preferred stock into shares of common stock. Each share of Series A, Series B and Series C preferred stock was automatically converted into common stock on a one-for-one basis. The conversion of Series A, Series B and Series C preferred stock resulted in the issuance of 10,589,434 shares of common stock. | |||||
After the conversion of Series C preferred stock, the fair value of the warrants related to Series C preferred stock outstanding immediately prior to the closing of the IPO was reclassified as a part of stockholders’ equity. The remeasurement of the Series C preferred stock warrant liability continued until the closing date of the IPO. The fair value of the Series C preferred stock warrants as of the IPO closing date was $2,323 and was determined using the Black-Scholes option-pricing model with the following assumptions: | |||||
February 4, | |||||
2014 | |||||
Stock price | $ | 32.66 | |||
Expected option term (in years) | 4.39 | ||||
Expected volatility | 65 | % | |||
Risk-free interest rate | 1.52 | % | |||
Expected dividend yield | 0 | % | |||
The adjustment to the Series C preferred stock warrant liability was recorded in other income (expense) and amounted to $(1,888) for the three months ended March 31, 2014. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Fair Value Disclosures [Abstract] | ' | ||||
Fair Value Measurements | ' | ||||
6. Fair Value Measurements | |||||
Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumption the accounting literature establishes a three-tier value hierarchy which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs, such as quoted prices in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs for which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. | |||||
The Company’s cash equivalents are measured at fair value on a recurring basis and classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices as of March 31, 2014 and December 31, 2013, respectively. | |||||
The fair value of assets held in restriction, accounts payable, and accrued expenses are recorded at carrying value, which approximates the fair value, due to the short maturity of these instruments. The fair value of these instruments is based on observable inputs, and therefore, these financial measurements are classified within Level 2 of the fair value hierarchy. The Company’s long-term debt bore an interest at the prevailing market rates for instruments with similar characteristics and, accordingly, the carrying value for these instruments also approximate their fair value and the financial measurements are also classified within Level 2 of the fair value hierarchy. | |||||
The fair value of the preferred stock warrant liability was determined using the Black-Scholes option-pricing model for the year ended December 31, 2013 and until the conversion date of February 4, 2014. After the closing of the IPO, the remaining preferred stock warrant liability was no longer subject to remeasurement as the warrants to purchase the Company’s preferred stock became warrants to purchase shares of our common stock. As of the IPO closing date, the fair value of the preferred stock warrants was based significantly on the fair value of our publicly traded common stock and other observable inputs and was reclassified to Level 2. There were no preferred stock warrants outstanding as of March 31, 2014. | |||||
The following table provides a roll-forward of the Company’s liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3): | |||||
BALANCE—January 1, 2014 | $ | 529 | |||
Change in fair value of warrant liability | 2,559 | ||||
Transfers to Level 2 | (3,088 | ) | |||
BALANCE—March 31, 2014 | $ | — | |||
BALANCE—January 1, 2013 | $ | 331 | |||
Change in fair value of warrant liability | (5 | ) | |||
BALANCE—March 31, 2013 | $ | 326 |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
7. Commitments and Contingencies | |
City of Hope license agreement | |
In September 2007, the Company entered into a license agreement with City of Hope, an independent academic research and medical center (the Medical Center). In consideration for the right to develop, manufacture, and commercialize products based on certain of the Medical Center’s intellectual property, the Company paid a one-time, non-refundable license fee and issued shares of common stock as consideration for the license. | |
The Company is required to reimburse the Medical Center for patent costs incurred, and pay an amount within the range of $5,000 to $10,000 upon the achievement of certain milestones, and royalties on future sales, if any. The license agreement will remain in effect until the expiration of the last patents or copyrights licensed under the agreement or until all obligations under the agreement with respect to payment of milestones have terminated or expired. The Company may terminate the license agreement at any time upon 90 days written notice to the Medical Center. The Company did not record any research and development expense, related to the agreement with the Medical Center during the three months ended March 31, 2014 and 2013, respectively. | |
Plant Bioscience Limited license agreement | |
In September 2013, the Company entered into a commercial license agreement with Plant Bioscience Limited (PBL), pursuant to which PBL has granted to the Company a license to certain of its U.S. patents and patent applications to research, discover, develop, manufacture, sell, import and export, products incorporating one or more short RNA molecules (SRMs). | |
The Company has paid PBL a one-time, non-refundable signature fee and will pay PBL a nomination fee for any additional SRMs nominated by the Company under the agreement. The Company is further obligated to pay PBL milestone payments upon achievement of certain clinical and regulatory milestones. In addition, PBL is entitled to receive royalties of any net sale revenue of any licensed product candidates sold by the Company. |
Subsequent_Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Event | ' |
8. Subsequent Event | |
On April 7, 2014, the Company repaid the remaining amount of the Hercules loan in full in a total amount of $3,590. | |
On April 16, 2014, the Board of Directors granted an aggregate of 1,759,806 stock options, restricted stock units and restricted shares of common stock. |
Description_of_Business_and_Ba1
Description of Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Nature of business | ' |
Nature of business | |
Dicerna Pharmaceuticals, Inc. and its subsidiary (the “Company”) is a biopharmaceutical company focused on the discovery and development of innovative treatments for rare inherited diseases involving the liver and for cancers that are genetically defined. The Company is using its proprietary RNA interference (RNAi) technology platform to build a broad pipeline in these therapeutic areas. The Company intends to discover, develop and commercialize novel therapeutics either on its own or in collaboration with pharmaceutical partners. | |
The Company continues to be subject to a number of risks common to companies in similar stages of development. Principal among these risks are the uncertainties of technological innovations, which are particularly high in the field of drug discovery and development, dependence on key individuals, development of the same or similar technological innovations by the Company’s competitors and protection of proprietary technology. The Company’s ability to fund its planned preclinical and clinical operations, including completion of its clinical trials, is expected to depend on the amount and timing of cash receipts under its existing collaboration agreement, as well as any future collaboration or product sales and/or financing transactions. | |
In February 2014, the Company completed the sale of 6,900,000 shares of common stock in an initial public offering of its common stock (the IPO) at a price to the public of $15.00 per share, resulting in proceeds to the Company of $92,749 after deducting underwriting discounts and commissions of approximately $7,245 and offering expenses paid by the Company of approximately $3,506. In connection with the close of the IPO, all of the outstanding shares of Series A mandatorily redeemable, convertible preferred stock (Series A preferred stock), Series B mandatorily redeemable, convertible preferred stock (Series B preferred stock) and Series C mandatorily redeemable, convertible preferred stock (Series C preferred stock) were converted into shares of common stock on a one-for-one basis immediately prior to the closing of the IPO. Following these transactions, the Company had a total of 17,761,104 shares of common stock issued and outstanding as of March 31, 2014. The significant increase in the shares outstanding in 2014 is expected to impact the year over year comparability of the Company’s (loss) per share calculations for the full year. | |
Basis of presentation and consolidation | ' |
Basis of presentation and consolidation | |
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. (GAAP) and in accordance with the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position at March 31, 2014 and results of operations and cash flows for the interim periods ended March 31, 2014 and 2013. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The results of the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014 or for any other interim period or for any other future year. | |
Summary of significant accounting policies | ' |
Summary of Significant Accounting Policies — There have been no material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K. |
Net_Loss_Per_Share_Attributabl1
Net Loss Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | ' | ||||||||
The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Net loss | $ | (10,804 | ) | $ | (3,819 | ) | |||
Accretion of preferred stock issuance costs to redemption value | (204 | ) | (16 | ) | |||||
Accrued dividends on preferred stock | — | (995 | ) | ||||||
Net loss attributable to common stockholders—basic and diluted | $ | (11,008 | ) | $ | (4,830 | ) | |||
Weighted-average number of common stock—basic and diluted | 10,822,325 | 27,952 | |||||||
Net loss per share attributable to common stockholders—basic and diluted | $ | (1.02 | ) | $ | (172.80 | ) | |||
Schedule of Dilutive Securities Outstanding | ' | ||||||||
The following potentially dilutive securities outstanding during the period, prior to the use of the treasury stock method or if-converted method, have been excluded from the computation of diluted weighted-average common stock outstanding, because such securities had an anti-dilutive impact due to the losses reported: | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Options to purchase common stock | 1,532,170 | 25,458 | |||||||
Warrants to purchase common stock | 58,785 | 2,198 | |||||||
Warrants to purchase redeemable convertible preferred stock | 51,762 | 47,400 | |||||||
Redeemable convertible preferred stock | 4,118,116 | 2,018,025 | |||||||
Unvested restricted stock | 64,163 | 21 |
Longterm_Debt_Tables
Long-term Debt (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Debt Disclosure [Abstract] | ' | ||||
Summary of Principal Maturities of Hercules Loan | ' | ||||
At March 31, 2014, the principal maturities of the Hercules loan were as follows: | |||||
2014 | $ | 3,483 | |||
2015 | 438 | ||||
Principal balance outstanding—March 31, 2014 | 3,921 | ||||
Less: unamortized discount | (136 | ) | |||
Less: current portion | (3,785 | ) | |||
Long-term debt outstanding | $ | — | |||
Summary of Assumptions Used in Black-Scholes Option-Pricing Model | ' | ||||
The fair value of the outstanding Hercules warrants as of the IPO closing date was $765 and was determined using the Black-Scholes option-pricing model with the following assumptions: | |||||
February 4, | |||||
2014 | |||||
Stock price | $ | 32.66 | |||
Expected option term (in years) | 3 | ||||
Expected volatility | 62 | % | |||
Risk-free interest rate | 0.69 | % | |||
Expected dividend yield | 0 | % |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) (Stock Options Granted to Nonemployees [Member]) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Stock Options Granted to Nonemployees [Member] | ' | ||||
Schedule of Valuation Assumptions | ' | ||||
The assumptions used to estimate fair value were as follows: | |||||
Three Months Ended | |||||
March 31, 2014 | |||||
Stock price | $28.25 – $41.12 | ||||
Expected option term (in years) | 0.25 – 6.86 | ||||
Expected volatility | 56% – 72 | % | |||
Risk-free interest rate | 0.08% – 2.29 | % | |||
Expected dividend yield | 0 | % |
Redeemable_Convertible_Preferr1
Redeemable Convertible Preferred Stock (Tables) (Series C Redeemable Convertible Preferred Stock [Member]) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Series C Redeemable Convertible Preferred Stock [Member] | ' | ||||
Schedule of Valuation Assumptions | ' | ||||
The fair value of the Series C preferred stock warrants as of the IPO closing date was $2,323 and was determined using the Black-Scholes option-pricing model with the following assumptions: | |||||
February 4, | |||||
2014 | |||||
Stock price | $ | 32.66 | |||
Expected option term (in years) | 4.39 | ||||
Expected volatility | 65 | % | |||
Risk-free interest rate | 1.52 | % | |||
Expected dividend yield | 0 | % |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Fair Value Disclosures [Abstract] | ' | ||||
Schedule of Roll-Forward of Company's Liabilities Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Level 3) | ' | ||||
The following table provides a roll-forward of the Company’s liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3): | |||||
BALANCE—January 1, 2014 | $ | 529 | |||
Change in fair value of warrant liability | 2,559 | ||||
Transfers to Level 2 | (3,088 | ) | |||
BALANCE—March 31, 2014 | $ | — | |||
BALANCE—January 1, 2013 | $ | 331 | |||
Change in fair value of warrant liability | (5 | ) | |||
BALANCE—March 31, 2013 | $ | 326 |
Description_of_Business_and_Ba2
Description of Business and Basis of Presentation - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Feb. 04, 2014 | Dec. 31, 2013 | Feb. 28, 2014 |
IPO [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ' | ' | ' | ' |
Common stock shares issued | ' | ' | ' | 6,900,000 |
Sale of stock price per share | ' | $32.66 | ' | $15 |
Proceeds from issuance of common stock | $94,148 | ' | ' | $92,749 |
Underwriting discounts and commissions | ' | ' | ' | 7,245 |
Offering expenses | ' | ' | ' | $3,506 |
Preferred stock conversion basis | 'In connection with the close of the IPO, all of the outstanding shares of Series A mandatorily redeemable, convertible preferred stock (Series A preferred stock), Series B mandatorily redeemable, convertible preferred stock (Series B preferred stock) and Series C mandatorily redeemable, convertible preferred stock (Series C preferred stock) were converted into shares of common stock on a one-for-one basis immediately prior to the closing of the IPO. | ' | ' | ' |
Common stock, shares issued | 17,761,104 | ' | 38,226 | ' |
Common stock, shares outstanding | 17,761,104 | ' | 38,226 | ' |
Net_Loss_Per_Share_Attributabl2
Net Loss Per Share Attributable to Common Stockholders - Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share [Abstract] | ' | ' |
Net loss | ($10,804) | ($3,819) |
Accretion of preferred stock issuance costs to redemption value | -204 | -16 |
Accrued dividends on preferred stock | ' | -995 |
Net loss attributable to common stockholders-basic and diluted | ($11,008) | ($4,830) |
Weighted-average number of common stock-basic and diluted | 10,822,325 | 27,952 |
Net loss per share attributable to common stockholders-basic and diluted | ($1.02) | ($172.80) |
Net_Loss_Per_Share_Attributabl3
Net Loss Per Share Attributable to Common Stockholders - Schedule of Dilutive Securities Outstanding (Detail) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Options to Purchase Common Stock [Member] | ' | ' |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | 1,532,170 | 25,458 |
Warrants to Purchase Common Stock [Member] | ' | ' |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | 58,785 | 2,198 |
Warrants to Purchase Redeemable Convertible Preferred Stock [Member] | ' | ' |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | 51,762 | 47,400 |
Redeemable Convertible Preferred Stock [Member] | ' | ' |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | 4,118,116 | 2,018,025 |
Unvested Restricted Stock [Member] | ' | ' |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | 64,163 | 21 |
Longterm_Debt_Additional_Infor
Long-term Debt - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||||||
In Thousands, except Share data, unless otherwise specified | 28-May-10 | Mar. 31, 2014 | Mar. 31, 2013 | Feb. 04, 2014 | Dec. 31, 2013 | Mar. 26, 2009 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 15, 2011 | Jun. 28, 2011 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Feb. 11, 2014 | Apr. 07, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
Series A Warrants [Member] | Series B Warrants [Member] | Second Amendment [Member] | Second Amendment [Member] | Second Amendment [Member] | Second Amendment [Member] | Hercules Loan [Member] | Hercules Loan [Member] | Hercules Loan [Member] | Hercules Loan [Member] | Hercules Loan [Member] | |||||||
Subsequent Event [Member] | Series A Warrants [Member] | Series B Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan and security agreement | ' | ' | ' | ' | ' | $7,000 | ' | ' | ' | $12,000 | ' | ' | ' | ' | ' | ' | ' |
Loan and security agreement, principal payments | 653 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal payments due | 'June 2010 through August 2010 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan drew in advance | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | 7,000 | ' | ' | ' | ' | ' | ' | ' |
Annual interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.15% | 10.15% | ' | ' | ' | ' | ' |
Principal monthly installments period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'April 1, 2012 through January 2, 2015 | ' | ' | ' | ' | ' | ' |
Repayment of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,590 | ' | ' |
Warrants exercised, Number of shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,000 | 26,400 |
Warrants exercised, Exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25 | 25 |
IPO closing date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4-Feb-14 | ' | ' | ' | ' |
Estimated fair value of outstanding warrants | ' | ' | ' | 765 | 94 | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued, shares | ' | 17,761,104 | ' | ' | 38,226 | ' | ' | ' | ' | ' | ' | ' | ' | 12,702 | ' | ' | ' |
Adjustment to preferred stock warrant liability recorded in other income (expense) | ' | ($2,559) | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Longterm_Debt_Summary_of_Princ
Long-term Debt - Summary of Principal Maturities of Hercules Loan (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Long Term Debt [Abstract] | ' | ' |
2014 | $3,483 | ' |
2015 | 438 | ' |
Principal balance outstanding-March 31, 2014 | 3,921 | ' |
Less: unamortized discount | -136 | ' |
Less: current portion | -3,785 | -4,587 |
Long-term debt outstanding | ' | ' |
Longterm_Debt_Summary_of_Assum
Long-term Debt - Summary of Assumptions Used in Black-Scholes Option-Pricing Model (Detail) (USD $) | 0 Months Ended |
Feb. 04, 2014 | |
Long Term Debt [Abstract] | ' |
Stock price | $32.66 |
Expected option term (in years) | '3 years |
Expected volatility | 62.00% |
Risk-free interest rate | 0.69% |
Expected dividend yield | 0.00% |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock option, granted | ' | ' | 132,500 |
Common stock fair value | ' | ' | $337 |
Stock-based compensation expense | 2,212 | 33 | ' |
Stock Options Granted to Nonemployees [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock-based compensation expense | $1,611 | ' | ' |
Unvested stock options | 68,750 | ' | ' |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Valuation Assumptions (Detail) (USD $) | Feb. 04, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
Stock Options Granted to Nonemployees [Member] | Stock Options Granted to Nonemployees [Member] | ||
Minimum [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock price | $32.66 | $28.25 | $41.12 |
Expected option term (in years) | ' | '3 months | '6 years 10 months 10 days |
Expected volatility | ' | 56.00% | 72.00% |
Risk-free interest rate | ' | 0.08% | 2.29% |
Expected dividend yield | ' | 0.00% | ' |
Redeemable_Convertible_Preferr2
Redeemable Convertible Preferred Stock - Additional Information (Detail) (USD $) | 3 Months Ended | 3 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Feb. 04, 2014 | Feb. 04, 2014 |
Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | Redeemable Convertible Preferred Stock [Member] | ||||
Conversion of Stock [Line Items] | ' | ' | ' | ' | ' | ' |
Issuance of common stock | 17,761,104 | ' | 38,226 | ' | ' | 10,589,434 |
Fair value of preferred stock warrants | ' | ' | ' | ' | $2,323 | ' |
Adjustment to preferred stock warrant liability recorded in other income (expense) | $2,559 | ($5) | ' | ($1,888) | ' | ' |
Redeemable_Convertible_Preferr3
Redeemable Convertible Preferred Stock - Schedule of Valuation Assumptions (Detail) (USD $) | 0 Months Ended |
Feb. 04, 2014 | |
Warranty Liability [Line Items] | ' |
Stock price | $32.66 |
Series C Redeemable Convertible Preferred Stock [Member] | ' |
Warranty Liability [Line Items] | ' |
Stock price | $32.66 |
Expected option term (in years) | '4 years 4 months 21 days |
Expected volatility | 65.00% |
Risk-free interest rate | 1.52% |
Expected dividend yield | 0.00% |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) | Mar. 31, 2014 |
Debt Instrument Fair Value Carrying Value [Abstract] | ' |
Preferred stock conversion date | 4-Feb-14 |
Preferred stock, warrants outstanding | 0 |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Roll-Forward of Company's Liabilities Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Level 3) (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Debt Instrument Fair Value Carrying Value [Abstract] | ' | ' |
Balance at the beginning of the period | $529 | $331 |
Change in fair value of warrant liability | 2,559 | -5 |
Transfers to Level 2 | -3,088 | ' |
Balance at the end of the period | ' | $326 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Loss Contingencies [Line Items] | ' | ' |
Research and development expense, related to the agreement | $5,251,000 | $2,418,000 |
City of Hope License Agreement [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
License agreement date | 30-Sep-07 | ' |
License agreement termination notice period | '90 days | ' |
License agreement termination description | 'The Company may terminate the license agreement at any time upon 90 days written notice to the Medical Center. | ' |
Research and development expense, related to the agreement | 0 | 0 |
City of Hope License Agreement [Member] | Minimum [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Annual license maintenance fee and patent costs | 5,000,000 | ' |
City of Hope License Agreement [Member] | Maximum [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Annual license maintenance fee and patent costs | $10,000,000 | ' |
Plant Bioscience Limited License Agreement [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
License agreement date | 30-Sep-13 | ' |
Subsequent_Event_Additional_In
Subsequent Event - Additional Information (Detail) (USD $) | 9 Months Ended | 0 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Apr. 16, 2014 | Apr. 07, 2014 |
Subsequent Event [Member] | Subsequent Event [Member] | ||
Hercules Loan [Member] | |||
Subsequent Event [Line Items] | ' | ' | ' |
Repayment of debt | ' | ' | $3,590 |
Aggregate grants of stock options, restricted stock units and restricted shares of common stock | 132,500 | 1,759,806 | ' |