Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 01, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CERU | |
Entity Registrant Name | CERULEAN PHARMA INC. | |
Entity Central Index Key | 1,401,914 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 29,021,455 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 12,028 | $ 34,950 |
Property and equipment held for sale | 386 | |
Accounts receivable | 1,139 | 823 |
Prepaid retention payments | 1,069 | |
Prepaid expenses and other current assets | 987 | 1,017 |
Total current assets | 15,609 | 36,790 |
Property and equipment, net | 114 | 668 |
Other assets | 230 | 230 |
Total | 15,953 | 37,688 |
Current liabilities: | ||
Current portion of loan payable | 8,382 | |
Accounts payable | 644 | 1,446 |
Accrued expenses | 3,538 | 4,611 |
Current portion deferred revenue | 2,500 | 2,500 |
Total current liabilities | 6,682 | 16,939 |
Long-term liabilities: | ||
Loan payable, net of current portion | 4,439 | |
Deferred revenue | 1,368 | 1,993 |
Other long-term liabilities | 162 | 1,206 |
Total long-term liabilities | 1,530 | 7,638 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock $0.01 par value; 5,000,000 shares authorized, no shares issued or outstanding | ||
Common stock, $0.0001 par value; 120,000,000 shares authorized, 29,021,455 and 28,937,185 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 3 | 3 |
Additional paid-in capital | 214,757 | 213,788 |
Accumulated deficit | (207,019) | (200,680) |
Total stockholders' equity | 7,741 | 13,111 |
Total | $ 15,953 | $ 37,688 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 29,021,455 | 28,937,185 |
Common stock, shares outstanding | 29,021,455 | 28,937,185 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 1,192 | |
Operating expenses: | ||
Research and development | 4,651 | $ 9,770 |
General and administrative | 3,587 | 3,118 |
Gain on asset sale | (1,500) | |
Total operating expenses | 6,738 | 12,888 |
Other income (expense): | ||
Interest income | 33 | 16 |
Interest expense | (797) | (663) |
Other expense | (29) | (7) |
Total other expense, net | (793) | (654) |
Net loss attributable to common stockholders | $ (6,339) | $ (13,542) |
Net loss per share attributable to common stockholders: | ||
Basic and diluted | $ (0.22) | $ (0.49) |
Weighted-average common shares outstanding: | ||
Basic and diluted | 29,019,582 | 27,362,643 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (6,339) | $ (13,542) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 906 | 741 |
Noncash rent expense | 10 | 124 |
Depreciation and amortization | 66 | 61 |
Amortization of debt discount and deferred financing costs | 610 | 127 |
Loss on disposal of property and equipment | 4 | |
Impairment of property and equipment | 102 | |
Deferred revenue | (625) | |
Gain on asset sale | (1,500) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (316) | (18) |
Prepaid expenses and other current assets | (1,039) | (174) |
Accounts payable | (802) | 141 |
Accrued expenses | (1,073) | (724) |
Net cash used in operating activities | (10,000) | (13,260) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (359) | |
Decrease in restricted cash | 117 | |
Proceeds from the sale of assets | 1,500 | |
Net cash provided by (used in) investing activities | 1,500 | (242) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 62 | 41 |
Payments on loan payable | (13,077) | (1,932) |
Payment of end of term charge on loan payable | (1,407) | |
Net cash used in financing activities | (14,422) | (1,891) |
Net decrease increase in cash and cash equivalents | (22,922) | (15,393) |
Cash and cash equivalents - Beginning of period | 34,950 | 75,908 |
Cash and cash equivalents - End of period | 12,028 | 60,515 |
Supplemental cash flow information - Interest paid | $ 269 | $ 372 |
Nature of Business and Operatio
Nature of Business and Operations | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Operations | 1. NATURE OF BUSINESS AND OPERATIONS Nature of Business — Cerulean Pharma Inc. (the “Company”) was incorporated on November 28, 2005, as a Delaware corporation and is located in Waltham, Massachusetts. The Company was formed to develop novel, nanotechnology-based therapeutics in the areas of oncology and other diseases. In 2013, the Company formed a wholly owned subsidiary, Cerulean Pharma Australia Pty Ltd as an Australian-based proprietary limited company to perform clinical activities in Australia. The Company’s operations have consisted primarily of raising capital, product research and development, and initial market development. The Company has not generated any revenue related to its primary business purpose to date and is subject to a number of risks common to other development stage life science companies, including dependence on key individuals, competition from other companies, the need for development of commercially viable products, and the need to obtain adequate additional financing to fund the development of product candidates. The Company is also subject to a number of risks similar to other companies in the industry, including rapid technological change, regulatory approval of products, uncertainty of market acceptance of products, competition from substitute products and larger companies, the need to obtain additional financing, compliance with government regulations, protection of proprietary technology, dependence on third parties, product liability and dependence on key individuals. On February 1, 2017, the Company announced that its board of directors had initiated a review of strategic alternatives that could result in changes to the Company’s business strategy and future operations. As part of this process, the board determined to review alternatives with the goal of maximizing stockholder value, including a potential sale of the Company, a reverse merger, a business combination or a sale, license or other disposition of company assets. On March 17, 2017, the Company entered into a payoff letter with Hercules Technology Growth Capital, Inc. (“Hercules”) pursuant to which the Company agreed to pay off and thereby terminate its loan with Hercules. Pursuant to the payoff letter, the Company paid, on March 20, 2017, a total of $12.4 million to Hercules, representing the principal, accrued and unpaid interest, fees, costs and expenses outstanding in repayment of its outstanding obligations under the loan agreement (see Note 6 – Loan Agreements). On March 19, 2017, the Company entered into an asset purchase agreement (the “Novartis Asset Purchase Agreement”) with Novartis. Under the Novartis Asset Purchase Agreement the Company agreed to sell and assign to Novartis all of the Company’s right, title and interest in and to the patent rights, know-how On March 19, 2017, the Company also entered into an asset purchase agreement (the “BlueLink Asset Purchase Agreement) with BlueLink Pharmaceuticals, Inc. (“BlueLink”). Under the BlueLink Asset Purchase Agreement the Company sold and assigned to BlueLink all of the Company’s right, title and interest in and to its clinical product candidates CRLX101 and CRLX301 (the “Products”). The Company also transferred and assigned to BlueLink the accompanying intellectual property rights and know-how On March 19, 2017, the Company also entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Daré Bioscience, Inc. (“Daré”), and the holders of capital stock and securities convertible into capital stock of Daré named therein (“Selling Stockholders”), pursuant to which, among other things, the Selling Stockholders agreed to sell to the Company, and the Company agreed to purchase from the Selling Stockholders, all of the outstanding shares of capital stock, including those issuable upon conversion of convertible securities, of Daré (the “Daré Transaction”). Immediately following the closing of the Daré Transaction, the Selling Stockholders are expected to own between approximately 51% and 70% (depending on the respective net cash (as defined in the Stock Purchase Agreement) of the Company and Daré five business days prior to the closing) of the outstanding equity securities of Cerulean Pharma Inc. on a fully-diluted basis immediately following consummation of the Daré Transaction. Consummation of the Daré Transaction is subject to certain closing conditions, including, among other things, approval by the Company’s stockholders. The exchange ratio, and therefore fair value of exchange consideration, are indeterminable at this time, and as such the full disclosures required under Accounting Standards Codification 805, Business Combinations, are impracticable. The Stock Purchase Agreement contains certain termination rights for both the Company and Daré, and further provides that, upon termination of the Stock Purchase Agreement under specified circumstances, the Company may be required to pay Daré a termination fee of $0.3 million, or Daré may be required to pay the Company a termination fee of $0.45 million. There can be no assurances that the Daré Transaction will be consummated. With exception of the payoff letter with Hercules and the sale of the clinical product candidates, these transactions are subject to certain closing conditions. There can be no assurances that these transactions will be consummated prior to the exhaustion of the Company’s cash and cash equivalent resources, if at all. The Company has an accumulated deficit of $207.0 million at March 31, 2017. The Company has financed its operations primarily through private placements of its preferred stock, proceeds from borrowings, an initial public offering completed in 2014 and a follow-on The foregoing matters give rise to substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES There have been no material changes to the significant accounting policies previously disclosed in the 2016 10-K. Recent Accounting Pronouncements 2016-18, beginning-of-period end-of-period In February 2016, the FASB issued Accounting Standards Update 2016-02, 2016-02”), 2016-02 2016-02 2016-02 In August 2014, the FASB issued Accounting Standards Update 2014-15, 205-40): 2014-15”). 2014-15 2014-15 |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 3. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The Company computes diluted loss per common share after giving effect to the dilutive effect of stock options, warrants and shares of unvested restricted stock that are outstanding during the period, except where the inclusion of such securities would be antidilutive. The Company has reported a net loss for all periods presented and, therefore, diluted net loss per common share is the same as basic net loss per common share. The following potentially dilutive securities that were outstanding prior to the use of the treasury stock method have been excluded from the computation of diluted weighted-average shares outstanding, because the inclusion of such securities would have an antidilutive impact due to the losses reported (in common stock equivalent shares): As of March 31, 2017 2016 Options to purchase common stock 5,441,105 3,991,586 Warrants to purchase common stock 365,564 300,564 |
Property and Equipment Availabl
Property and Equipment Available for Sale | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Property and Equipment Available for Sale | 4. PROPERTY AND EQUIPMENT AVAILABLE FOR SALE On March 19, 2017, the Company entered into the Novartis Asset Purchase Agreement under which the Company agreed to sell and assign all of its right, title and interest in and to the patent rights, know-how |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): As of March 31, 2017 As of December 31, 2016 Accrued clinical trial costs $ 3,083 $ 2,648 Accrued contract manufacturing expenses 9 226 Accrued compensation and benefits 146 1,080 Accrued interest — 82 Other accrued expenses 300 575 Total accrued expenses $ 3,538 $ 4,611 |
Loan Agreements
Loan Agreements | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Loan Agreements | 6. LOAN AGREEMENTS On January 8, 2015, the Company entered into a loan and security agreement with Hercules to borrow up to $26.0 million (the “Hercules Loan Agreement”). The proceeds were used to repay the Company’s then-existing term loan facility and for general corporate and working capital purposes. On March 17, 2017, the Company entered into a payoff letter with Hercules pursuant to which the Company agreed to pay off and thereby terminate the Hercules Loan Agreement. Pursuant to the payoff letter, the Company paid, on March 20, 2017, a total of $12.4 million to Hercules, representing the principal, accrued and unpaid interest, fees, costs and expenses outstanding under the Hercules Loan Agreement in repayment of its outstanding obligations under the Hercules Loan Agreement. This payoff amount included a final end of term charge to Hercules in the amount of $1.4 million, representing 6.7% of the aggregate original principal amount advanced by Hercules. Upon the payment of $12.4 million pursuant to the payoff letter, all outstanding indebtedness and obligations owed to Hercules under the Loan Agreement were deemed paid in full, and the Loan Agreement was terminated. At December 31, 2016, the Company had $12.8 million outstanding under the Hercules Loan Agreement and had accrued $1.1 million of the end of term charge. In connection with the Hercules Loan Agreement, the Company issued to Hercules a warrant to purchase shares of the common stock of the Company at an exercise price of $6.05 per share. The warrant is exercisable for 171,901 shares of common stock. The warrant is exercisable until January 8, 2020. The Company estimated the fair value of the warrant for shares exercisable on the issue date in January 2015 to be $824,000. The value of the warrant was recorded as a discount to the loan and was being amortized to interest expense using the effective interest method over the term of the loan. The unamortized discount relating to the warrants, or $0.2 million, was expensed as interest expense upon repayment of the loan. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 7. STOCK-BASED COMPENSATION In March 2014, the Company’s board of directors adopted and its stockholders approved the 2014 Stock Incentive Plan (the “2014 Plan”) and the 2014 Employee Stock Purchase Plan (the “ESPP”), which became effective in April 2014. Stock Options The 2014 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. A summary of stock option activity for employee, director and nonemployee awards under all stock option plans during the three months ended March 31, 2017 is presented below (Aggregate Intrinsic Value in thousands): Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2017 4,020,288 $ 4.31 8.4 $ — Granted 1,479,450 $ 0.82 Exercised — — Forfeited (58,633 ) $ 4.21 Outstanding at March 31, 2017 5,441,105 $ 3.36 8.6 $ — Options exercisable at March 31, 2017 1,913,734 $ 5.03 7.7 $ — Options vested and expected to vest at March 31, 2017 4,956,695 $ 3.56 8.5 $ — The weighted-average per share grant date fair value of options granted during the three months ended March 31, 2017 and 2016 was $0.61 and $1.70, respectively. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model based on the assumptions noted in the table below. Expected volatility for the Company’s common stock was determined based on an average of the historical volatility of a peer-group of similar public companies. The Company has limited option exercise information, and as such, the expected term of the options granted was calculated using the simplified method that represents the average of the contractual term of the option and the weighted-average vesting period of the option. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk-free rate for periods within the contractual life of the option is based upon the U.S. Treasury yield curve in effect at the time of grant. The Company has recorded stock-based compensation expense related to the issuance of stock option awards to employees of $877,000 and $691,000 for the three months ended March 31, 2017 and 2016, respectively. The assumptions used in the Black-Scholes option-pricing model for stock options granted to employees and to directors in respect of board services during the three ended March 31, 2017 and 2016 are as follows: Three Months Ended March 31, 2017 2016 Expected life 4.6 years 5.9-6.1 years Risk-free interest rate 1.8 % 1.3%-1.9% Expected volatility 67 % 61% Expected dividend rate — % — % The Company recorded stock-based compensation expense related to nonemployee awards of $29,000 and $38,000 for the three months ended March 31, 2017 and 2016, respectively. The compensation expense related to nonemployee awards is included in the total stock-based compensation each year and is subject to re-measurement Three Months Ended March 31, 2017 2016 Expected life 4.6-9.8 years 6.9-9.7 years Risk-free interest rate 1.8%-2.4% 1.7%-2.0% Expected volatility 67%-117% 60%-61% Expected dividend rate — % — % During the three months ended March 31, 2017 the Company granted nonemployee stock options to purchase 151,000 and of the Company’s common stock. The weighted-average exercise price and the weighted-average grant date fair value of nonemployee stock options granted for the three months ended March 31, 2017 was $0.82 per share and $0.75 per share, respectively. The Company did not grant any nonemployee stock options during the three months ended March 31, 2016. During the three months ended March 31, 2017, the Company extended the exercise period for all continuing employees’ stock options to two years beyond their termination date. These option modifications were accounted for in the quarter ended March 31, 2017, which resulted in an approximate $267,000 increase of stock-based compensation expense recognized for the quarter ended March 31, 2017. Employee Stock Purchase Plan The ESPP permits eligible employees to enroll in a six-month |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. FAIR VALUE MEASUREMENTS The Company’s financial instruments consist of cash equivalents, accounts payable, accrued expenses, and debt obligations. The carrying amount of accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The carrying amount of debt is also considered to be a reasonable estimate of its fair value based on the short term nature of the debt and because the debt bears interest at the prevailing market rate for instruments with similar characteristics. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value are performed in a manner to maximize the use of observable inputs and minimize the use of unobservable inputs. The accounting standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: Level 1 — Quoted prices (unadjusted) in active markets that are accessible at the market date for identical unrestricted assets or liabilities. Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs for which all significant inputs are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. A summary of the financial assets and liabilities that are measured on a recurring basis at fair value as of March 31, 2017 and December 31, 2016, is as follows (in thousands): Fair Value Measurements Using Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs (Level 3) March 31, 2017 Money market funds $ 12,022 $ — $ 12,022 $ — December 31, 2016 Money market funds $ 34,950 $ — $ 34,950 $ — The Company believes that its debt obligations bear interest at rates which approximate prevailing market rates for instruments with similar characteristics and, accordingly, the carrying values for these instruments approximate fair value. The Company’s debt obligations are Level 2 measurements in the fair value hierarchy. The Company’s money market funds have been valued on the basis of valuations provided by third-party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. The Company is ultimately responsible for the consolidated financial statements and underlying estimates. Accordingly, the Company assesses the reasonableness of the valuations provided by the third-party pricing services by reviewing actual trade data, broker/dealer quotes and other similar data, which are obtained from quoted market prices or other sources. No transfers between levels occurred during the periods presented. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2017 | |
Research and Development [Abstract] | |
Revenue | 9. REVENUE In October 2016, the Company entered into a research collaboration agreement with Novartis pursuant to which the Company granted to Novartis certain exclusive, world-wide licenses to the Company’s intellectual property relating to its platform technology and know-how. pre-clinical one-year |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 10. RESTRUCTURING On March 19, 2017, the Company entered into retention agreements with certain key employees. These retention agreements supersede the provisions of such employees’ employment agreements and retention letters with the Company. The retention agreements provide for certain lump sum payments ranging from three to 18 months of salary, plus health and dental insurance coverage, while also providing the covered employees with a cash payment upon completion of a change in control. The Company paid $1.1 million in retention payments under the terms of the retention agreements on March 31, 2017, which is included in prepaid expense at March 31, 2017. Under the terms of the retention agreements, the retention payments are earned upon continued employment with the Company for the retention period of three or six months as specified in the retention agreements unless earlier released by the Company. In addition, under the terms of the retention agreements, the Company may be required to pay up to an additional $1.6 million of change in control and severance payments. On March 20, 2017, the Company announced a restructuring including the termination of approximately 58% of its workforce, from 19 full-time equivalent employees to a total of eight full-time equivalent employees, under a plan expected to be completed during the second quarter of 2017. |
Significant Accounting Polici16
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 2016-18, beginning-of-period end-of-period In February 2016, the FASB issued Accounting Standards Update 2016-02, 2016-02”), 2016-02 2016-02 2016-02 In August 2014, the FASB issued Accounting Standards Update 2014-15, 205-40): 2014-15”). 2014-15 2014-15 |
Net Loss Per Share Attributab17
Net Loss Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Potentially Dilutive Securities Excluded from Computation of Diluted Weighted-Average Shares Outstanding | The following potentially dilutive securities that were outstanding prior to the use of the treasury stock method have been excluded from the computation of diluted weighted-average shares outstanding, because the inclusion of such securities would have an antidilutive impact due to the losses reported (in common stock equivalent shares): As of March 31, 2017 2016 Options to purchase common stock 5,441,105 3,991,586 Warrants to purchase common stock 365,564 300,564 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): As of March 31, 2017 As of December 31, 2016 Accrued clinical trial costs $ 3,083 $ 2,648 Accrued contract manufacturing expenses 9 226 Accrued compensation and benefits 146 1,080 Accrued interest — 82 Other accrued expenses 300 575 Total accrued expenses $ 3,538 $ 4,611 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Stock Option Activity for Employee, Director and Nonemployee Awards | A summary of stock option activity for employee, director and nonemployee awards under all stock option plans during the three months ended March 31, 2017 is presented below (Aggregate Intrinsic Value in thousands): Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2017 4,020,288 $ 4.31 8.4 $ — Granted 1,479,450 $ 0.82 Exercised — — Forfeited (58,633 ) $ 4.21 Outstanding at March 31, 2017 5,441,105 $ 3.36 8.6 $ — Options exercisable at March 31, 2017 1,913,734 $ 5.03 7.7 $ — Options vested and expected to vest at March 31, 2017 4,956,695 $ 3.56 8.5 $ — |
Summary of Assumptions Used in Black-Scholes Option-Pricing Model for Stock Options Granted to Employees, Directors and Non Employees | The assumptions used in the Black-Scholes option-pricing model for stock options granted to employees and to directors in respect of board services during the three ended March 31, 2017 and 2016 are as follows: Three Months Ended March 31, 2017 2016 Expected life 4.6 years 5.9-6.1 years Risk-free interest rate 1.8 % 1.3%-1.9% Expected volatility 67 % 61% Expected dividend rate — % — % |
Non Employee Awards [Member] | |
Summary of Assumptions Used in Black-Scholes Option-Pricing Model for Stock Options Granted to Employees, Directors and Non Employees | The fair value of the grants is being expensed over the vesting period of the options on a straight-line basis as the services are being provided. The Black-Scholes assumptions used to estimate fair value for the three months ended March 31, 2017 and 2016 were as follows: Three Months Ended March 31, 2017 2016 Expected life 4.6-9.8 years 6.9-9.7 years Risk-free interest rate 1.8%-2.4% 1.7%-2.0% Expected volatility 67%-117% 60%-61% Expected dividend rate — % — % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured on Recurring Basis at Fair Value | A summary of the financial assets and liabilities that are measured on a recurring basis at fair value as of March 31, 2017 and December 31, 2016, is as follows (in thousands): Fair Value Measurements Using Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs (Level 3) March 31, 2017 Money market funds $ 12,022 $ — $ 12,022 $ — December 31, 2016 Money market funds $ 34,950 $ — $ 34,950 $ — |
Nature of Business and Operat21
Nature of Business and Operations - Additional Information (Detail) $ in Thousands | Mar. 20, 2017USD ($) | Mar. 19, 2017USD ($) | Mar. 31, 2017USD ($)Candidate | Dec. 31, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Nature Of Business And Operations [Line Items] | ||||||
Date of Company's incorporation | Nov. 28, 2005 | |||||
Termination fee required to pay | $ 300 | |||||
Accumulated deficit | $ 207,019 | $ 200,680 | ||||
Cash and cash equivalents | $ 12,028 | $ 34,950 | $ 60,515 | $ 75,908 | ||
Number of clinical product candidates | Candidate | 2 | |||||
Novartis Institutes for BioMedical Research, Inc [Member] | Asset Purchase Agreement [Member] | ||||||
Nature Of Business And Operations [Line Items] | ||||||
Purchase price receivable from sale of assets | 6,000 | |||||
BlueLink Pharmaceuticals, Inc. [Member] | Asset Purchase Agreement [Member] | ||||||
Nature Of Business And Operations [Line Items] | ||||||
Proceeds from sale of assets | 1,500 | |||||
Dare Bioscience [Member] | ||||||
Nature Of Business And Operations [Line Items] | ||||||
Termination fee required to pay | $ 450 | |||||
Dare Bioscience [Member] | Maximum [Member] | ||||||
Nature Of Business And Operations [Line Items] | ||||||
Minority interest ownership percentage | 70.00% | |||||
Dare Bioscience [Member] | Minimum [Member] | ||||||
Nature Of Business And Operations [Line Items] | ||||||
Minority interest ownership percentage | 51.00% | |||||
Hercules Loan Agreement [Member] | ||||||
Nature Of Business And Operations [Line Items] | ||||||
Pay off loan agreement, amount paid | $ 12,400 |
Net Loss Per Share Attributab22
Net Loss Per Share Attributable to Common Stockholders - Potentially Dilutive Securities Excluded from Computation of Diluted Weighted-Average Shares Outstanding (Detail) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted-average shares outstanding | 5,441,105 | 3,991,586 |
Warrants [Member] | Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted-average shares outstanding | 365,564 | 300,564 |
Property and Equipment Availa23
Property and Equipment Available for Sale - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Equipment reclassified as available for sale | $ 386,000 |
Impairment charge | 102,000 |
Discontinued Operations, Held-for-sale [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Equipment reclassified as available for sale | 386,000 |
Discontinued Operations, Held-for-sale [Member] | Operating Expenses [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Impairment charge | $ 102,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued clinical trial costs | $ 3,083 | $ 2,648 |
Accrued contract manufacturing expenses | 9 | 226 |
Accrued compensation and benefits | 146 | 1,080 |
Accrued interest | 82 | |
Other accrued expenses | 300 | 575 |
Total accrued expenses | $ 3,538 | $ 4,611 |
Loan Agreements - Additional In
Loan Agreements - Additional Information (Detail) - Hercules Loan Agreement [Member] - Hercules Technology Growth Capital, Inc. [Member] - USD ($) | Mar. 20, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Jan. 31, 2015 | Jan. 08, 2015 |
Debt Instrument [Line Items] | |||||
Loan and security agreement, maximum borrowing capacity | $ 26,000,000 | ||||
Pay off loan agreement, amount paid | $ 12,400,000 | ||||
Pay off loan agreement, final end of term charge amount | $ 1,400,000 | ||||
Final payment as percentage of aggregate original principal amount | 6.70% | ||||
Amount outstanding under the loan and security agreement | $ 12,800,000 | ||||
Accrued end of term charge | $ 1,100,000 | ||||
Class of warrant or right, date until which warrants exercisable | Jan. 8, 2020 | ||||
Estimated fair value of warrant | $ 824,000 | ||||
Loans Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Unamortized discount on debt, relating to warrants | $ 200,000 | ||||
Common Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Exercise price of warrant | $ 6.05 | ||||
Warrant to purchase stock, number of securities called by warrants or rights | 171,901 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity for Employee, Director and Nonemployee Awards (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Number of shares | ||
Number of Shares, Outstanding | 4,020,288 | |
Number of Shares, Granted | 1,479,450 | |
Number of Shares, Exercised | 0 | |
Number of Shares, Forfeited | (58,633) | |
Number of Shares, Outstanding | 5,441,105 | 4,020,288 |
Number of Shares, Options exercisable | 1,913,734 | |
Number of Shares, Options vested and expected to vest | 4,956,695 | |
Weighted-Average Exercise Price | ||
Weighted-Average Exercise Price, Outstanding | $ 4.31 | |
Weighted-Average Exercise Price, Granted | 0.82 | |
Weighted-Average Exercise Price, Exercised | 0 | |
Weighted-Average Exercise Price, Forfeited | 4.21 | |
Weighted-Average Exercise Price, Outstanding | 3.36 | $ 4.31 |
Weighted-Average Exercise Price, Options exercisable | 5.03 | |
Weighted-Average Exercise Price, Options vested and expected to vest | $ 3.56 | |
Weighted-Average Remaining Contractual Life (Years) | ||
Weighted-Average Remaining Contractual Life (Years) | 8 years 7 months 6 days | 8 years 4 months 24 days |
Weighted-Average Remaining Contractual Life (Years), Options exercisable | 7 years 8 months 12 days | |
Weighted-Average Remaining Contractual Life (Years), Options vested and expected to vest | 8 years 6 months | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value, Outstanding | $ 0 | |
Aggregate Intrinsic Value, Outstanding | 0 | |
Aggregate Intrinsic Value, Options exercisable | 0 | |
Aggregate Intrinsic Value, Options vested and expected to vest | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Granted | 1,479,450 | |
Weighted-Average Exercise Price, Options exercisable | $ 5.03 | |
Employee Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 267,000 | |
Exercise period for emoloyees' stock options after termination date | 2 years | |
2014 Stock Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average per share grant date fair value of options granted | $ 0.61 | $ 1.70 |
2014 Stock Incentive Plan [Member] | Employee Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 877,000 | $ 691,000 |
2014 Stock Incentive Plan [Member] | Non Employee Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average per share grant date fair value of options granted | $ 0.75 | |
Stock-based compensation expense | $ 29,000 | 38,000 |
Number of Shares, Granted | 151,000 | |
Weighted-Average Exercise Price, Options exercisable | $ 0.82 | |
2014 Employee Stock Purchase Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 0 | $ 12,000 |
Purchase price as percentage of stock price on offering period | 85.00% |
Stock-Based Compensation - Su28
Stock-Based Compensation - Summary of Assumptions Used in Black-Scholes Option-Pricing Model for Stock Options Granted to Employees, Directors and Non Employees (Detail) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 4 years 7 months 6 days | |
Risk-free interest rate | 1.80% | |
Risk-free interest rate, minimum | 1.30% | |
Risk-free interest rate, maximum | 1.90% | |
Expected volatility | 67.00% | 61.00% |
Expected dividend rate | 0.00% | 0.00% |
Non Employee Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.80% | 1.70% |
Risk-free interest rate, maximum | 2.40% | 2.00% |
Expected volatility, minimum | 67.00% | 60.00% |
Expected volatility, maximum | 117.00% | 61.00% |
Expected dividend rate | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 5 years 10 months 24 days | |
Minimum [Member] | Non Employee Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 4 years 7 months 6 days | 6 years 10 months 24 days |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 6 years 1 month 6 days | |
Maximum [Member] | Non Employee Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 9 years 9 months 18 days | 9 years 8 months 12 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured on Recurring Basis at Fair Value (Detail) - Fair Value, Measurements, Recurring [Member] - Money Market Funds [Member] - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Carrying Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 12,022 | $ 34,950 |
Fair Value Measurements [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 12,022 | $ 34,950 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) | 1 Months Ended | 3 Months Ended |
Oct. 31, 2016USD ($)Employee | Mar. 31, 2017USD ($) | |
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue | $ 1,192,000 | |
Novartis Institutes for BioMedical Research, Inc [Member] | Collaboration Agreement [Member] | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Initial research term of agreement | 2 years | |
Research term of the agreement, description | The initial research term by up to two additional one-year periods | |
Upfront payment received | $ 5,000,000 | |
Number of full-time employees engaged in research activities under the collaboration | Employee | 5 | |
Novartis Institutes for BioMedical Research, Inc [Member] | Collaboration Agreement [Member] | Upfront Fee [Member] | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue | $ 625,000 | |
Novartis Institutes for BioMedical Research, Inc [Member] | Collaboration Agreement [Member] | Funding for Activities Performed [Member] | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue | $ 567,000 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) | Mar. 20, 2017Employee | Mar. 19, 2017USD ($)Employee | Mar. 31, 2017USD ($) |
Restructuring Cost and Reserve [Line Items] | |||
Amount paid under terms of the retention agreements | $ 1,069,000 | ||
Percentage of workforce termination | 58.00% | ||
Total number of full-time equivalent employees remaining | Employee | 8 | 19 | |
Certain Key Employees [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Amount paid under terms of the retention agreements | $ 1,100,000 | ||
Certain Key Employees [Member] | Minimum [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Retention agreements period of salary compensation as lump sum payments (in months) | 3 months | ||
Certain Key Employees [Member] | Maximum [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Retention agreements period of salary compensation as lump sum payments (in months) | 18 months | ||
Amount required to pay under retention agreements | $ 1,600,000 |