Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 07, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | DARE | |
Entity Registrant Name | Dare Bioscience, Inc. | |
Entity Central Index Key | 1,401,914 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 11,422,161 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 15,625,026 | $ 7,559,846 |
Other receivables | 28,888 | 284,206 |
Prepaid expenses | 290,877 | 311,571 |
Other current assets | 193,495 | |
Total current assets | 15,944,791 | 8,349,118 |
Goodwill | 5,187,519 | |
Other non-current assets | 686,060 | 723,191 |
Total assets | 16,630,851 | 14,259,828 |
Current Liabilities | ||
Accounts payable and accrued expenses | 807,607 | 966,653 |
Total current liabilities | 807,607 | 966,653 |
Deferred rent | 2,888 | 392 |
Total liabilities | 810,495 | 967,045 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity (deficit) | ||
Preferred stock, $0.01 par value, 5,000,000 shares authorized None issued and outstanding | ||
Common stock: $0.0001 par value, 120,000,000 shares authorized, 11,422,161 and 6,047,161 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 1,142 | 605 |
Accumulated other comprehensive loss | (31,826) | (18,080) |
Additional paid-in capital | 35,747,609 | 25,541,210 |
Accumulated deficit | (19,896,569) | (12,230,952) |
Total stockholders' equity | 15,820,356 | 13,292,783 |
Total liabilities and stockholders' equity | $ 16,630,851 | $ 14,259,828 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 11,422,161 | 6,047,161 |
Common stock, shares outstanding | 11,422,161 | 6,047,161 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating expenses: | ||
General and administrative | $ 1,303,189 | $ 200,663 |
Research and development expenses | 1,086,653 | 27,800 |
License expenses | 100,000 | |
Impairment of goodwill | 5,187,519 | |
Total operating expenses | 7,677,361 | 228,463 |
Loss from operations | (7,677,361) | (228,463) |
Other income (expense) | 11,744 | (15,400) |
Net loss | (7,665,617) | (243,863) |
Foreign currency translation adjustments | (13,746) | |
Comprehensive loss | $ (7,679,363) | $ (243,863) |
Loss per common share - basic and diluted | $ (0.88) | $ (0.27) |
Weighted average number of common shares outstanding: | ||
Basic | 8,684,550 | 910,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities: | ||
Net loss | $ (7,665,617) | $ (243,863) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 9,124 | 3 |
Impairment of goodwill | 5,187,519 | |
Changes in operating assets and liabilities, net impact of acquisition: | ||
Other receivables | 255,318 | |
Prepaid expenses | 20,694 | |
Other current assets | 193,495 | (2,800) |
Other assets and deferred charges | 37,131 | |
Accounts payable and accrued expenses | (159,047) | 180,660 |
Interest payable | 15,405 | |
Deferred rent | 2,496 | |
Net cash used in operating activities | (2,118,887) | (50,595) |
Financing activities: | ||
Net proceeds from issuance of common stock and warrants | 10,197,813 | |
Proceeds from issuance of convertible promissory notes | 100,000 | |
Net cash provided by financing activities | 10,197,813 | 100,000 |
Effect of exchange rate changes on cash and cash equivalents | (13,746) | |
Net change in cash and cash equivalents | 8,065,180 | 49,405 |
Cash and cash equivalents, beginning of period | 7,559,846 | 44,614 |
Cash and cash equivalents, end of period | $ 15,625,026 | $ 94,019 |
Organization and Description of
Organization and Description of the Business | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of the Business | 1. Daré Bioscience, Inc., a Delaware corporation, was formed on November 28, 2005. Daré Bioscience, Inc. and its wholly owned subsidiaries, Daré Bioscience Operations, Inc. and Daré Bioscience Australia Pty LTD, operate in one segment. The term the “Company” as used herein refers collectively to Daré Bioscience, Inc. and its wholly owned subsidiaries, unless otherwise stated or the context otherwise requires. The Company is a clinical-stage biopharmaceutical company committed to the advancement of innovative products for women’s reproductive health. The Company is driven by a mission to identify, develop and bring to market a diverse portfolio of differentiated therapies that expand treatment options, improve outcomes and facilitate convenience for women, primarily in the areas of contraception, vaginal health, sexual health and fertility. The Company’s business strategy is to license or otherwise acquire the rights to differentiated reproductive health product candidates primarily in the areas of contraception, vaginal health, sexual health and fertility, some of which have existing clinical proof-of-concept data, and to take those candidates through advanced stages of clinical development. Over the last twelve months, the Company has assembled a portfolio of two clinical-stage assets through product license and development agreements. The first, Ovaprene®, is a non-hormonal monthly contraceptive candidate that was licensed in July of 2017; and the second, Topical Sildenafil cream, also known as SST-6007, is a potential treatment for Female Sexual Arousal Disorder and was licensed in February of 2018. In addition, if the merger contemplated by the agreement and plan of merger the Company entered into with Pear Tree Pharmaceuticals, Inc. and certain other parties in April of 2018 is consummated, the Company will acquire a third clinical-stage asset—a proprietary vaginal tamoxifen tablet for the treatment of vulvar and vaginal atrophy. During the same period, the Company obtained rights to a portfolio of preclinical candidates. In March of 2018, the Company entered into a collaboration and option agreement covering a new injectable contraceptive product candidate, and in April of 2018, the Company licensed the worldwide rights to a portfolio of preclinical intravaginal rings from Juniper Pharmaceuticals, Inc. On July 19, 2017, the Company completed its business combination with Daré Bioscience Operations, Inc., a privately held Delaware corporation, or Private Daré, in accordance with the terms of the Stock Purchase Agreement dated as of March 19, 2017, or the Daré Stock Purchase Agreement, by and among the Company, Private Daré and the holders of capital stock and securities convertible into capital stock of Private Daré named therein, or the Private Daré Stockholders. Pursuant to the Daré Stock Purchase Agreement, each Private Daré Stockholder sold their shares of capital stock in Private Daré to the Company in exchange for newly issued shares of the Company’s common stock, and as a result, Private Daré became a wholly owned subsidiary of the Company and the Private Daré Stockholders became majority shareholders of the Company. That transaction is referred to as the Cerulean/Private Daré stock purchase transaction. In accordance with the terms of the Daré Stock Purchase Agreement, the Company changed its name from “Cerulean Pharma Inc.” to “Daré Bioscience, Inc.” References in this Quarterly Report on Form 10-Q to “Cerulean” refer to Cerulean Pharma Inc. prior to the closing of the Cerulean/Private Daré stock purchase transaction. The operations presented in the accompanying interim consolidated financial statements and in these notes for the three months ended March 31, 2018 represent the operations of the Company after giving effect to the Cerulean/Private Daré stock purchase transaction. The interim consolidated financial statements and accompanying notes for all periods prior to the Cerulean/Private Daré stock purchase transaction represent the operations of Private Daré, making a comparison between periods difficult. 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 clinical-stage biopharmaceutical 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 technology change, regulatory approval of products, uncertainty of market acceptance of products, competition from substitute products and larger companies, compliance with government regulations, protection of proprietary technology, dependence on third parties, and product liability. |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2018 | |
Liquidity [Abstract] | |
Liquidity | 2. Liquidity The Company has a history of losses from operations and anticipates that it will continue to incur losses for at least the next several years. For the three months ended March 31, 2018, the Company incurred a net loss of $7.7 million. At March 31, 2018, the Company had an accumulated deficit of approximately $19.9 million and had cash and cash equivalents of approximately $15.6 million. The Company also had negative cash flow from operations of approximately $2.1 million during the three months ended March 31, 2018. On January 4, 2018, the Company entered into an at-the-market issuance common stock sales agreement, under which the Company may sell stock from time to time up to an aggregate of $10.0 million in gross proceeds. During the three months ended March 31, 2018, the Company generated gross proceeds of approximately $1.1 million, resulting in net proceeds of approximately $835,000 on sales of 375,000 shares of common stock under this agreement. In February 2018, the Company also generated gross proceeds of approximately $10.3 million, resulting in net proceeds of $9.4 million from an underwritten offering of 5.0 million shares of common stock and warrants to purchase up to 3.5 million shares of common stock. All of the financing transactions completed during the first quarter of 2018 were registered pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-206396), or the Registration Statement, and the related base prospectus included in the Registration Statement, as supplemented by the prospectus supplements dated January 4, 2018 and February 14, 2018. The Company will need additional capital over time to further fund the development of, and seek regulatory approvals for, its current product candidates and any future candidates it may license as well as to commercialize any approved products. If additional funding is not available on a timely basis or at adequate levels, the Company will need to reevaluate its operating plans. The interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company is currently focused primarily on the development and commercialization of innovative products in women’s reproductive health As of the date of this report and based on current business plan estimates, the Company believes it has sufficient cash to fund its operating expenses over at least the next twelve months. In the event the Company acquires, licenses or develops any new products or product candidates that have not been contemplated in the current business plan, the amount required to fund future operations could increase, possibly materially. In order to acquire or develop additional products and product candidates, the Company will require additional capital over time. The Company expects that its net losses will continue for at least the next several years as it seeks to acquire, license or develop additional products and product candidates. Such losses may fluctuate, the fluctuations may be substantial, and the Company may never become profitable. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. The Company’s significant accounting policies are described in Note 1 to the interim consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission, or SEC on March 28, 2018. Since the date of those financial statements, there have been no material changes to the Company’s significant accounting policies. Basis of Presentation The accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, as defined by the Financial Accounting Standards Board, or FASB, for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In management’s opinion, the accompanying interim consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results of the interim periods presented. Interim financial results are not necessarily indicative of results anticipated for any other interim period or for the full year. The accompanying interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Reverse Stock Split On July 20, 2017, the Company effected a of its common stock. Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of stock-based compensation, goodwill impairment and purchase accounting. Actual results could differ from those estimates and could materially affect the reported amounts of assets, liabilities and future operating results. Principles of Consolidation The interim consolidated financial statements of the Company are stated in U.S. dollars and are prepared using GAAP. These financial statements include the accounts of the Company and its wholly owned subsidiaries, Daré Bioscience Operations, Inc., and Daré Bioscience Australia Pty LTD. The financial statements of the Company’s wholly owned subsidiaries are recorded in their functional currency and translated into the reporting currency. The cumulative effect of changes in exchange rates between the foreign entity’s functional currency and the reporting currency is reported in accumulated other comprehensive loss in the interim consolidated balance sheets. All significant intercompany transactions and accounts have been eliminated in consolidation. Recent Accounting Pronouncements Not Yet Adopted On May 28, 2014, FASB issued Accounting Standards Update, or ASU, 2014-09, Revenue from Contracts with Customers In February 2016, FASB issued ASU 2016-02, Leases (Topic 842) Recently Adopted Accounting Standards In August 2016, FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In January 2017, FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In January 2017, FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350) In May 2017, FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting In July 2017, FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815): (I) Accounting for Certain Financial Instruments with Down Round Features, (II) Replacement for the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Fair Value Measurements U.S. generally accepted accounting principles define fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date, and also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The three-level hierarchy of valuation techniques established to measure fair value is defined as follows: • Level 1: inputs are unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2: inputs other than level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of 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. Cash and cash equivalents of $15.6 million and $7.6 million measured at fair value as of March 31, 2018 and December 31, 2017, respectively, are classified within Level 1 of the fair value hierarchy. Other receivables are financial assets with carrying values that approximate fair value due to the short-term nature of these assets. Accounts payable and accrued expenses and other liabilities are financial liabilities with carrying values that approximate fair value due to the short-term nature of these liabilities. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | 4 . Acquisitions As further discussed in Note 1, on July 19, 2017, the Cerulean/Private Daré stock purchase transaction closed. Purchase Consideration (in thousands) Fair value of shares issued $ 20,625 Unamortized fair value of Cerulean options 3,654 Fair value of total consideration $ 24,279 Assets acquired and liabilities assumed Cash and cash equivalents $ 9,918 Prepaid expense and other current assets 1,915 Accounts payable (233 ) Total assets acquired and liabilities assumed 11,600 Goodwill $ 12,679 The final allocation of the purchase price was dependent on the finalization of the valuation of the fair value of assets acquired and liabilities assumed and may have differed from the amounts included in the interim consolidated financial statements. The Company retrospectively recorded purchase price adjustments at the acquisition date to increase current liabilities by $23,609 and increase current assets by $225,778, resulting in a $202,169 reduction to the original goodwill amount of approximately $12.9 million. The Company tests its goodwill for impairment annually as of December 31 and between annual tests if it becomes aware of an event or change in circumstance that would indicate the carrying value may be impaired. The Company tested goodwill for impairment at the entity level because it operates on the basis of a single reporting unit. A goodwill impairment is the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. When impaired, the carrying value of goodwill is written down to fair value. Any excess of the reporting unit goodwill carrying value over the fair value is recognized as impairment loss. The Company assessed goodwill at December 31, 2017, determined there was an impairment and recognized an impairment charge of approximately $7.5 million in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2017. Further, it reduced the carrying value of goodwill from approximately $12.7 million to $5.2 million on its consolidated balance sheet as of December 31, 2017. The Company assessed goodwill at March 31, 2018, determined that there was an impairment and recognized an impairment charge of approximately $5.2 million in the interim consolidated statement of operations and comprehensive loss for the three months ended March 31, 2018. |
Convertible Promissory Notes
Convertible Promissory Notes | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | 5. Convertible Promissory Notes Prior to the Cerulean/Private Daré stock purchase transaction, Private Daré financed its operations through the sale of convertible promissory notes that entitled the holder to accrued interest at an annual rate of 8% and were convertible into Private Daré’s next preferred stock financing round. In the event of a preferred stock financing, all outstanding principal and unpaid interest under the convertible promissory notes would have converted into the shares of Private Daré’s preferred stock issued in such financing at the price per share paid by the purchasers of such shares and an additional number of shares equal to, depending on the time of purchase, 20% to 40% of the outstanding principal and unpaid interest, or the conversion benefit. Private Daré issued a convertible promissory note in the principal amount of $100,000 in February 2017, and between April 1, 2017 and June 6, 2017, Private Daré issued additional convertible promissory notes in the aggregate principal amount of $55,000. In connection with the Cerulean/Private Daré stock purchase transaction, all outstanding convertible promissory notes were amended such that the principal amount of each note plus accrued interest thereon, and taking into account the conversion benefit of such note, would convert into shares of common stock of Private Daré immediately prior to consummation of the stock purchase transaction. The number of shares of Private Daré common stock issued upon conversion of the convertible promissory notes for notes issued prior to March 31, 2017 was equal to (i) the outstanding principal amount plus accrued interest through March 31, 2017 multiplied by the respective conversion benefit, which ranged from 125% to 140%, divided by (ii) $0.18727. The number of shares of Private Daré common stock issued upon conversion of the convertible promissory notes for notes issued after March 31, 2017 was equal to (i) 120% of the outstanding principal amount, divided by (ii) $0.38. Immediately prior to the closing of the Cerulean/Private Daré stock purchase transaction, all the outstanding convertible promissory notes were converted into shares of common stock of Private Daré, and in connection with such closing, all of the outstanding shares of common stock of Private Daré were exchanged for shares of common stock of the Company at the exchange ratio specified in the Daré Stock Purchase Agreement. The Company recognized an expense of $0 and $15,405 at March 31, 2018 and March 31, 2017, respectively, relating to outstanding convertible debt. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 6. Stock-based Compensation The 2015 Employee, Director and Consultant Equity Incentive Plan Prior to the Cerulean/Private Daré stock purchase transaction, the 2015 Employee, Director and Consultant Equity Incentive Plan of Private Daré, or the 2015 Plan, governed the issuance of incentive stock options, non-qualified stock options, stock grants and other stock-based awards to individuals who were then employees, officers, non-employee directors or consultants of Private Daré. Options granted under the 2015 Plan have terms of ten years from the date of grant unless earlier terminated and generally vest over a three-year period. Upon closing of the Cerulean/Private Daré stock purchase transaction, the 2015 Plan was assumed by the Company and each outstanding option to acquire stock of Private Daré that was not exercised prior to such closing was assumed on the same terms and conditions as were applicable under the 2015 Plan, and became an option to acquire such number of shares of the Company’s common stock as was equal to the number of Private Daré shares subject to such unexercised option multiplied by the exchange ratio specified in the Daré Stock Purchase Agreement, at a correspondingly adjusted exercise price. There were outstanding unexercised options to purchase 50,000 shares of Private Daré stock that were assumed in connection with the closing of the Cerulean/Private Daré stock purchase transaction, and which, based on the exchange ratio and after giving effect to the reverse stock split effected in connection with the closing of the Cerulean/Private Daré stock purchase transaction were replaced with options to purchase 10,149 shares of the Company’s common stock, all of which were outstanding as of March 31, 2018. Private Daré issued 900,000 and 200,000 shares of fully vested restricted stock to non-employees under the 2015 Plan during the years ended December 31, 2016 and December 31, 2015, respectively. On July 19, 2017, these shares were assumed by the Company and were replaced with 223,295 restricted shares of the Company’s common stock (after giving effect to the reverse stock split effected in connection with the closing of the Cerulean/Private Daré stock purchase transaction), all of which were outstanding as of March 31, 2018. There were no options or restricted stock granted under the 2015 Plan during the three months ended March 31, 2017 and effective as of July 19, 2017 following the closing of the Cerulean/Private Daré stock purchase transaction, no further awards may be granted under the 2015 Plan. 2014 Employee Stock Purchase Plan In March 2014, the Company’s board of directors adopted, and its stockholders approved the 2014 Employee Stock Purchase Plan, or the ESPP, which became effective in April 2014. The ESPP permits eligible employees to enroll in a six-month offering period whereby participants may purchase shares of the Company’s common stock, through payroll deductions, at a price equal to 85% of the closing price of the common stock on the first day of the offering period or on the last day of the offering period, whichever is lower. Purchase dates under the ESPP occur on or about June 30 and December 31 each year. The board of directors decided against initiating a new offering period beginning January 1, 2017. There was no stock-based compensation related to the ESPP for the three months ended March 31, 2018 or March 31, 2017. 2014 Stock Incentive Plan Options granted under the Company’s 2014 Stock Incentive Plan, or the 2014 Plan, have terms of no more than ten years from the date of grant unless earlier terminated. A total of 240,000 shares of common stock were initially reserved for issuance under the 2014 Plan. In addition, “returning shares” that may become available from time to time are added back to the plan. “Returning shares” are shares that are subject to outstanding awards granted under the 2014 Plan that expire or terminate prior to exercise or settlement, are forfeited because of failure to vest, are repurchased, or are withheld to satisfy tax withholding or purchase price obligations in connection with such awards. At March 31, 2018, 142,979 shares of common stock were reserved for future issuance under the 2014 Plan. The Company’s board of directors approved two modifications to the stock options issued under the 2014 Plan to participants who were providing services to the Company as of March 19, 2017. The Company extended the exercise period for such stock options to two years beyond such participant’s termination date, unless the original option terms provided for a longer exercise period, and provided for the acceleration of vesting for such stock options upon a change in control event. Modifications to the existing option terms resulted in unamortized fair value expense of approximately $3.7 million and was recorded as part of the total consideration in the Cerulean/Private Daré stock purchase transaction and discussed in Note 4. As of March 31, 2018, there were stock options outstanding to purchase up to 533,247 shares of the Company’s common stock that were granted under the 2014 Plan. A summary of stock option activity with regard to the 2015 Plan and the 2014 Plan, and related information for the three months ended March 31, 2018 is set forth in the table below. The exercise price of all options granted during the three months ended March 31, 2018 and 2017 was equal to the market value of the Company’s common stock on the date of the grant. As of March 31, 2018, $40,103 represents unamortized stock-based compensation expense which will be amortized over the weighted average period of 2.13 years. Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2017 (1) 539,896 $ 31.40 Granted 3,500 2.37 Exercised — — Cancelled/expired — — Outstanding at March 31, 2018 (unaudited) 543,396 $ 31.21 Exercisable at March 31, 2018 (unaudited) 526,338 $ 32.10 (1) Includes 10,149 shares subject to options granted by Private Daré that were assumed in connection with the Cerulean/Private Daré stock purchase transaction. Compensation Expense The Company has recorded stock-based compensation expense related to the issuance of stock option awards to employees of $9,124 and $3 for the three months ended March 31, 2018 and March 31, 2017, respectively. There were no stock options granted during the three months ended March 31, 2017. 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 months ended March 31, 2018 are as follows: Three months ended March 31, 2018 Expected life in years 10.0 Risk-free interest rate 2.52% Expected volatility 122% Forfeiture rate 0.0% Dividend yield 0.0% Weighted-average fair value of options granted $ 2.26 Restricted Stock After the Cerulean/Private Daré Stock Purchase Transaction The 3.14 million shares of common stock issued in connection with the Cerulean/Private Daré stock purchase transaction to the shareholders of Private Daré have not been registered with the SEC and may only be sold if registered under the Securities Act of 1933, as amended, or pursuant to an exemption from the SEC’s registration requirements. These shares held by non-affiliates became eligible for sale pursuant to Rule 144 beginning . |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity At-The-Market Issuance Sales Agreement On January 4, 2018, the Company entered into an at-the-market issuance common stock sales agreement pursuant to which the Company may sell up to an aggregate of $10 million in gross proceeds through the sale of shares of common stock from time to time in “at-the-market” equity offerings (as defined in Rule 415 promulgated under the Securities Act of 1933, as amended), including in sales made directly on the Nasdaq Capital Market, or Nasdaq, to or through a market maker or, subject to our prior approval, in negotiated transactions. The Company agreed to pay a commission of up to 3% of the gross proceeds of any common stock sold under this agreement plus certain legal expenses. During the three months ended March 31, 2018, the Company generated gross proceeds of approximately $1.1 million and incurred issuance costs of $237,403 under this agreement on sales of an aggregate of 375,000 shares of the Company’s common stock. Underwritten Public Offering On February 15, 2018, the Company closed an underwritten public offering of 5.0 million shares of its common stock and warrants to purchase up to 3.5 million shares of its common stock. Each share of common stock was sold together with a warrant to purchase up to 0.70 of a share of the Company’s common stock, at an exercise price of $3.00 per share. The offering, including shares issued upon exercise of the underwriter’s overallotment option, generated gross proceeds of $10.3 million, and after the payment of expenses, the Company received net proceeds of approximately $9.4 million. The warrants are exercisable immediately and for a period of five years from the date of issuance. The warrants include a price-based anti-dilution provision, which provides that the exercise price of the warrants will be adjusted downward if the Company issues or sells (or is deemed to issue or sell) securities at a price that is less than the exercise price in effect immediately prior to such issuance or sale (or deemed issuance or sale), before the expiration of the warrant term. In that case, the new exercise price of the warrants would equal the price at which the new securities are issued or sold (or are deemed to have been issued or sold). In addition, subject to certain exceptions, if the Company issues, sells or enters into any agreement to issue or sell securities at a price which varies or may vary with the market price of the shares of the Company’s common stock, the holders of the warrants shall have the right to substitute such variable price for the exercise price of the warrant then in effect. The warrants are exercisable only for cash, unless the registration statement of which the prospectus registering the offering was part is not effective for the issuance of the shares underlying the warrants, in which case the warrants may be exercised on a cashless basis. The Company granted the underwriters a 30-day option to purchase up to an additional 750,000 shares of its common stock and warrants to purchase up to 525,000 shares of its common stock directly from the Company at a price of $2.05 per common share and accompanying warrant. The Company received an overallotment notice from the underwriter for warrants to purchase up to 220,500 shares of its common stock, which were issued on February 15, 2018. The Company has estimated the fair value of the warrants as of February 15, 2018 to be approximately $3.0 million which has been recorded in equity as of the grant date. As described above at Note 3, Recently Adopted Accounting Standards, the Company early adopted ASU 2017-11 and as a result has recorded the fair value of the warrants as equity. Common Stock Warrants No warrants were exercised during the three months ended March 31, 2018 or 2017. As of March 31, 2018, the Company had the following warrants outstanding: Shares Underlying Outstanding Warrants Exercise Price Expiration Date 169 $ 17.70 August 8, 2018 2,906 $ 12.04 December 1, 2021 3,737 $ 12.04 December 6, 2021 17,190 $ 6.05 January 8, 2020 6,500 $ 1.00 April 4, 2026 3,720,500 $ 3.00 February 15, 2023 3,751,002 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies License and Research Agreements ADVA-Tec License Agreement On March 19, 2017, the Company entered into a license agreement, or the ADVA-Tec Agreement, with ADVA-Tec, Inc., or ADVA-Tec, under which it was granted the exclusive right to develop and commercialize Ovaprene for human contraceptive use worldwide. The ADVA-Tec Agreement became effective once the Company secured the initial funding required in accordance with its terms. ADVA-Tec and its affiliates own issued patents or patent applications covering Ovaprene and control proprietary trade secrets covering the manufacture of Ovaprene. As of the date of these interim consolidated financial statements, this patent portfolio includes 12 issued patents worldwide, along with 8 patent applications, all of which in accordance with the terms of the ADVA-Tec Agreement are exclusively licensed to the Company for the human contraceptive use of Ovaprene. The Company also has a right of first refusal to license these patents and patent applications for purposes of additional indications for Ovaprene. Under the ADVA-Tec Agreement, ADVA-Tec will conduct certain research and development work as necessary to allow the Company to seek a Premarket Approval, or PMA, from the United States Food and Drug Administration, or the FDA, and will supply the Company with its requirements of Ovaprene for clinical and commercial use on commercially reasonable terms. Under the ADVA-Tec Agreement, the Company is required to make payments of up to $14.6 million in the aggregate to ADVA-Tec based on the achievement of specified development and regulatory milestones, which include the completion of a successful Postcoital Clinical Trial Study (as defined in the ADVA-Tec Agreement); approval by the FDA to commence the Phase 3 pivotal human clinical trial; successful completion of the Phase 3 pivotal human clinical trial; the FDA’s acceptance of the filing of a PMA for Ovaprene; the FDA’s approval of the PMA for Ovaprene; obtaining Conformité Européenne Marking of Ovaprene in at least three designated European countries; obtaining regulatory approval in at least three designated European countries; and obtaining regulatory approval in Japan. In addition, after the commercial launch of Ovaprene, the Company is also required to make royalty payments to ADVA-Tec based on aggregate annual net sales of Ovaprene in specified regions, which percentage royalty rate will vary between 1% and 10% and will increase based on various net sales thresholds. Finally, the Company is also required to make up to $20 million in the aggregate in commercial milestone payments to ADVA-Tec upon reaching certain worldwide net sales milestones. The Company is obligated to use commercially reasonable efforts to develop and commercialize Ovaprene, and must meet certain minimum spending amounts per year, such amounts totaling $5.0 million in the aggregate over the first three years, to cover such activities until a final PMA is filed, or until the first commercial sale of Ovaprene, whichever occurs first. The license the Company received under the ADVA-Tec Agreement continues on a country-by-country basis until the later of the life of the licensed patents or the Company’s last commercial sale of Ovaprene. The ADVA-Tec Agreement includes customary termination rights for both parties and provides the Company the right to terminate with or without cause in whole or on a country-by-country basis upon 60 days prior written notice. In addition, ADVA-Tec may terminate the ADVA-Tec Agreement if the Company fails to do any of the following: (i) satisfy the annual spending obligation described above, (ii) use commercially reasonable efforts to complete all necessary pre-clinical and clinical studies required to support and submit a PMA, (iii) conduct clinical trials as set forth in the development plan that is agreed by the Company and ADVA-Tec, and as may be modified by a joint research committee, where such failure is not caused by events outside of the Company’s reasonable control, or (iv) enroll a patient in the first non-significant risk medical device study or clinical trial as allowed by an institutional review board within six months of the production and release of Ovaprene, where non-enrollment is not caused by events outside of its reasonable control. In addition, ADVA-Tec may terminate the ADVA-Tec Agreement if the Company develops or commercializes any non-hormonal ring-based vaginal contraceptive device that is deemed competitive to Ovaprene or, in certain limited circumstances, if the Company fails to commercialize Ovaprene in certain designated countries within three years of the first commercial sale of Ovaprene. For products currently in development, future potential milestone payments based on product development are approximately $14.6 million as of March 31, 2018. Future potential milestone payments related to commercialization totaled $20 million at March 31, 2018. There are royalties ranging from 1-10% required under the ADVA-Tec Agreement. The Company is unable to estimate with certainty the timing of when these milestone payments will occur, as these payments are dependent upon the progress of the Company’s product development programs. SST License and Collaboration Agreement On February 11, 2018, the Company entered into a license and collaboration agreement, or the SST License Agreement, with Strategic Science & Technologies-D, LLC and Strategic Science & Technologies, LLC, referred to collectively as SST, pursuant to which the Company was required to secure an investment of at least $10.0 million by March 31, 2018. The Company announced that it had met this funding requirement on February 15, 2018. The SST License Agreement provides the Company with an exclusive, royalty-bearing, sublicensable license to develop and commercialize, in all countries and geographic territories of the world, for all indications for women related to female sexual dysfunction and/or female reproductive health, including treatment of female sexual arousal disorder, or the Field of Use, SST’s topical formulation of sildenafil citrate as it exists as of the effective date of the SST License Agreement, or any other topically applied pharmaceutical product containing sildenafil or a salt thereof as a pharmaceutically active ingredient, alone or with other active ingredients, but specifically excluding any product containing ibuprofen or any salt derivative of ibuprofen, or the Licensed Products. Under the terms of the SST License Agreement, the Company retains rights to inventions made by its employees, SST retains rights to inventions made by its employees, and each party shall own a fifty percent (50%) undivided interest in all joint inventions. Each party has agreed to collaborate through a Joint Development Committee, or JDC, which shall be responsible for determining the strategic objectives for, and generally overseeing, the development efforts of both parties under the SST License Agreement. Further, the Company has agreed to use commercially reasonable efforts to develop the Licensed Products in the Field of Use in accordance with a development plan contained in the SST License Agreement, and to commercialize the Licensed Products in the Field of Use. The SST License Agreement provides that, in consideration of the rights to be granted to the Company, SST will be eligible to receive tiered royalties based on percentages of annual net sales of Licensed Products in the single digits to the mid double digits, including customary provisions permitting royalty reductions and offset, and a percentage of sublicense revenue. The Company is also responsible for all reasonable internal and external costs and expenses incurred by SST in its performance of the development activities it is required to perform under the SST License Agreement. Further, the SST License Agreement provides that the Company shall make milestone payments to SST ranging from $0.5 million to $18.0 million on achieving certain clinical and regulatory milestones in the U.S. and worldwide, and an additional $10.0 million to $100 million upon achieving certain commercial milestones. Should the Company enter into strategic development or distribution partnerships related to the Licensed Products, additional milestone payments would be due to SST. The Company’s license received under the SST License Agreement continues on a country-by-country basis until the later of ten years from the date of the first commercial sale of such Licensed Product or the expiration of the last valid claim of patent rights covering the Licensed Product in the Field of Use. The SST License Agreement provides that each party will have customary rights to terminate the SST License Agreement in the event of material uncured breach by the other party, and, (i) prior to receipt of approval by a regulatory authority necessary for commercialization of a Licensed Product in the corresponding jurisdiction, including New Drug Application Approval, or NDA Approval, the Company will have the right to terminate the SST License Agreement without cause upon ninety (90) days prior written notice to SST, and (ii) following receipt of approval by a regulatory authority necessary for commercialization of a Licensed Product in the corresponding jurisdiction, including NDA Approval, the Company will have a right to terminate the SST License Agreement without cause upon one hundred eighty (180) days prior written notice. In addition, the SST License Agreement provides SST with the right to terminate the SST License Agreement with respect to the applicable Licensed Product(s) in the applicable country(ies) upon thirty (30) days’ notice to the Company if the Company fails to use commercially reasonable efforts to perform development activities in substantial accordance with the development plan and does not cure such failure within sixty (60) days of receipt of SST’s notice thereof. Upon expiration (but not termination) of the SST License Agreement in a particular country, the Company shall have a fully paid-up license under the licensed intellectual property to develop and commercialize the applicable Licensed Products in the applicable country on a non-exclusive basis. Orbis Development and Option Agreement On March 12, 2018, the Company entered into an exclusive development and option agreement with Orbis Biosciences, or Orbis, for the development of long-acting injectable etonogestrel contraceptive with 6- and 12-month durations (ORB-204 and ORB-214, respectively). The Company has agreed to pay Orbis $300,000 to conduct the first stage of development work, Stage One, as follows: $150,000 upon signing the Development and Option Agreement, $75,000 at the fifty percent (50%) completion point, not later than six (6) months following signing of Development and Option Agreement, and $75,000 upon delivery by Orbis of the 6-month batch, not later than eleven (11) months following signing of Development and Option Agreement. Upon Orbis successfully completing Stage 1 of the development program and achieving the predetermined target milestones for Stage 1, the Company will have ninety (90) days to instruct Orbis in writing whether or not to commence the second stage of development work, Stage 2. Should the Company execute its option to proceed to Stage 2, it will be obligated to provide additional funding to Orbis for such activities. The initial development on Orbis’s long-acting injectable contraceptive program was carried out under a subcontract funded by Family Health International, through a grant from the Bill and Melinda Gates Foundation. An injectable contraceptive is designed to provide discreet, non-implanted, protection over several months. Limitations of the currently marketed injectable contraceptive is that it provides contraceptive protection for only three months and can delay the ability to get pregnant for up to ten months after receiving the injection. The target product profiles of ORB-204 and ORB-214 include prolonged duration (six to 12 months), improved ease of use, with an improved side effect profile and predictable return to fertility. Pre-clinical studies for the 6- and 12-month formulations have been completed to date, including establishing pharmacokinetics and pharmacodynamics profiles. The collaboration with Orbis will continue to advance the program through formulation optimization with the goal of achieving sustained release over the target time period. The terms of the agreement with Orbis provide the Company with an option to enter into a license agreement for ORB-204 and ORB-214 should upcoming development efforts be successful. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 9. Net Loss Per Share The Company computes basic net loss per share using the weighted average number of common shares outstanding during the period. Diluted net income per share is based upon the weighted average number of common shares and potentially dilutive securities (common share equivalents) outstanding during the period. Common share equivalents outstanding, determined using the treasury stock method, are comprised of shares that may be issued under outstanding options and warrants to purchase shares of the Company’s common stock. Common share equivalents are excluded from the diluted net loss per share calculation if their effect is anti-dilutive. The following potentially dilutive outstanding securities were excluded from diluted net loss per common share for the period indicated because of their anti-dilutive effect: Three months ended March 31, 2018 2017 Stock options 543,396 10,149 Warrants 3,751,002 — Total 4,294,398 10,149 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events Juniper Pharmaceuticals - License Agreement On April 24, 2018, the Company entered into an Exclusive License Agreement, or the Juniper License Agreement, with Juniper Pharmaceuticals, Inc., or Juniper, pursuant to which Juniper granted the Company (a) an exclusive, royalty-bearing worldwide license under certain patent rights, either owned by or exclusively licensed to Juniper, to make, have made, use, have used, sell, have sold, import and have imported products and processes; and (b) a non-exclusive, royalty-bearing worldwide license to use certain technological information owned by Juniper to make, have made, use, have used, sell, have sold, import and have imported products and processes. The Company is entitled to sublicense the rights granted to it under the Juniper License Agreement. The following is a summary of the material terms of the Juniper License Agreement: • Upfront Fee $250,000 • Annual Maintenance Fee $50,000 $100,000 • Milestone Payments • Royalty Payments • Efforts • Term Funding Award from the National Institutes of Health On April 30, 2018, the Company announced that it received a Notice of Award for the first $224,665 of the anticipated $1.9 million in grant funding from the Eunice Kennedy Shriver National Institute of Child Health and Human Development, a division of the National Institutes of Health. The award will be applied to important clinical development efforts supporting the Company’s lead product candidate Ovaprene. The balance of the award is contingent upon, among other matters, assessment of the results of the first phase of the research and availability of funds. Pear Tree Pharmaceuticals Acquisition On April 30, 2018, the Company entered into an Agreement and Plan of Merger, or the Merger Agreement, with Upon the potential closing of the Merger Agreement, certain former and continuing Pear Tree service providers and former holders of Pear Tree’s capital stock, or the Holders, will be entitled to receive an amount of cash equal to the sum of $75,000, and the cash and cash equivalents held by Pear Tree at closing, or the Positive Consideration Amount, less (i) certain indebtedness and transaction expenses of Pear Tree, (ii) transaction expenses of the stockholders’ representatives and (iii) amounts payable under Pear Tree’s management incentive plan, collectively referred to as the Negative Consideration Amount. In accordance with the Merger Agreement, if the Negative Consideration Amount is greater than the Positive Consideration Amount, then the Company will be allowed to offset such difference from future payments that would otherwise be due to the Holders, including the potential payment of $75,000 due on the one-year anniversary of the closing. The Merger Agreement also provides that the Holders will be eligible to receive, subject to certain offsets, tiered royalties, including customary provisions permitting royalty reductions and offset, based on percentages of annual net sales of certain products subject to license agreements assumed by the Company, and a percentage of sublicense revenue. Further, the Merger Agreement provides that the Company shall make milestone payments to the Holders, with such payments contingent on achieving certain clinical, regulatory and commercial milestones, which payments may be paid, in the Company’s sole discretion, in cash or shares of the Company’s common stock, as more fully set forth in the Merger Agreement. The parties have made customary representations, warranties, and covenants in the Merger Agreement, including provisions regarding indemnification. |
Significant Accounting Polici16
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, as defined by the Financial Accounting Standards Board, or FASB, for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In management’s opinion, the accompanying interim consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results of the interim periods presented. Interim financial results are not necessarily indicative of results anticipated for any other interim period or for the full year. The accompanying interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. |
Reverse Stock Split | Reverse Stock Split On July 20, 2017, the Company effected a of its common stock. |
Use of Estimates | Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of stock-based compensation, goodwill impairment and purchase accounting. Actual results could differ from those estimates and could materially affect the reported amounts of assets, liabilities and future operating results. |
Principles of Consolidation | Principles of Consolidation The interim consolidated financial statements of the Company are stated in U.S. dollars and are prepared using GAAP. These financial statements include the accounts of the Company and its wholly owned subsidiaries, Daré Bioscience Operations, Inc., and Daré Bioscience Australia Pty LTD. The financial statements of the Company’s wholly owned subsidiaries are recorded in their functional currency and translated into the reporting currency. The cumulative effect of changes in exchange rates between the foreign entity’s functional currency and the reporting currency is reported in accumulated other comprehensive loss in the interim consolidated balance sheets. All significant intercompany transactions and accounts have been eliminated in consolidation. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted On May 28, 2014, FASB issued Accounting Standards Update, or ASU, 2014-09, Revenue from Contracts with Customers In February 2016, FASB issued ASU 2016-02, Leases (Topic 842) |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2016, FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In January 2017, FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In January 2017, FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350) In May 2017, FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting In July 2017, FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815): (I) Accounting for Certain Financial Instruments with Down Round Features, (II) Replacement for the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. |
Fair Value Measurements | Fair Value Measurements U.S. generally accepted accounting principles define fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date, and also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The three-level hierarchy of valuation techniques established to measure fair value is defined as follows: • Level 1: inputs are unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2: inputs other than level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of 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. Cash and cash equivalents of $15.6 million and $7.6 million measured at fair value as of March 31, 2018 and December 31, 2017, respectively, are classified within Level 1 of the fair value hierarchy. Other receivables are financial assets with carrying values that approximate fair value due to the short-term nature of these assets. Accounts payable and accrued expenses and other liabilities are financial liabilities with carrying values that approximate fair value due to the short-term nature of these liabilities. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Consideration Allocation | The total purchase price consideration of approximately $24.28 million represents the fair value of the shares of Cerulean stock issued in connection with the Cerulean/Private Daré stock purchase transaction and the unamortized fair value of the stock options that were granted by Cerulean and outstanding prior to the closing of the transaction that were assumed on July 19, 2017 in connection with the closing of the transaction, which was allocated as follows: Purchase Consideration (in thousands) Fair value of shares issued $ 20,625 Unamortized fair value of Cerulean options 3,654 Fair value of total consideration $ 24,279 Assets acquired and liabilities assumed Cash and cash equivalents $ 9,918 Prepaid expense and other current assets 1,915 Accounts payable (233 ) Total assets acquired and liabilities assumed 11,600 Goodwill $ 12,679 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity for 2015 Plan and 2014 Plan and Related Information | A summary of stock option activity with regard to the 2015 Plan and the 2014 Plan, and related information for the three months ended March 31, 2018 is set forth in the table below. Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2017 (1) 539,896 $ 31.40 Granted 3,500 2.37 Exercised — — Cancelled/expired — — Outstanding at March 31, 2018 (unaudited) 543,396 $ 31.21 Exercisable at March 31, 2018 (unaudited) 526,338 $ 32.10 (1) Includes 10,149 shares subject to options granted by Private Daré that were assumed in connection with the Cerulean/Private Daré stock purchase transaction. |
Summary of Assumptions Used in Black-Scholes Option-Pricing Model for Stock Options Granted to Employees and Directors | 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 months ended March 31, 2018 are as follows: Three months ended March 31, 2018 Expected life in years 10.0 Risk-free interest rate 2.52% Expected volatility 122% Forfeiture rate 0.0% Dividend yield 0.0% Weighted-average fair value of options granted $ 2.26 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of Common Stock Warrants Outstanding | As of March 31, 2018, the Company had the following warrants outstanding: Shares Underlying Outstanding Warrants Exercise Price Expiration Date 169 $ 17.70 August 8, 2018 2,906 $ 12.04 December 1, 2021 3,737 $ 12.04 December 6, 2021 17,190 $ 6.05 January 8, 2020 6,500 $ 1.00 April 4, 2026 3,720,500 $ 3.00 February 15, 2023 3,751,002 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Potential Dilutive Outstanding Securities Excluded From Diluted Net Loss Per Common Share | The following potentially dilutive outstanding securities were excluded from diluted net loss per common share for the period indicated because of their anti-dilutive effect: Three months ended March 31, 2018 2017 Stock options 543,396 10,149 Warrants 3,751,002 — Total 4,294,398 10,149 |
Organization and Description 21
Organization and Description of the Business - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2018SegmentClinicalStageAsset | |
Nature Of Business And Operations [Line Items] | |
Date of Company's incorporation | Nov. 28, 2005 |
Number of operating segments | Segment | 1 |
Number of clinical stage assets assembled as portfolio | ClinicalStageAsset | 2 |
Private Dare [Member] | |
Nature Of Business And Operations [Line Items] | |
Business combination completed date | Jul. 19, 2017 |
Stock purchase transaction completion date | Jul. 19, 2017 |
Stock purchase agreement date | Mar. 19, 2017 |
Liquidity - Additional Informat
Liquidity - Additional Information (Detail) - USD ($) | Feb. 15, 2018 | Jan. 04, 2018 | Feb. 28, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Liquidity [Line Items] | |||||||
Net loss | $ (7,665,617) | $ (243,863) | |||||
Accumulated deficit | (19,896,569) | $ (12,230,952) | |||||
Cash and cash equivalents | 15,625,026 | 94,019 | $ 7,559,846 | $ 44,614 | |||
Cash flow from operations | (2,118,887) | $ (50,595) | |||||
Issuance of aggregate shares of common stock | 5,000,000 | 5,000,000 | |||||
Gross proceeds from offering of common stock and warrants | $ 10,300,000 | ||||||
Proceeds from offering of common stock and warrants, net of costs | $ 9,400,000 | ||||||
Maximum [Member] | |||||||
Liquidity [Line Items] | |||||||
Warrants to purchase common stock | 3,500,000 | 3,500,000 | |||||
ATM Agreement [Member] | |||||||
Liquidity [Line Items] | |||||||
Gross proceeds on sale of shares of common stock | 1,100,000 | ||||||
Aggregate net proceeds on sales of shares of common stock | $ 835,000 | ||||||
Issuance of aggregate shares of common stock | 375,000 | ||||||
ATM Agreement [Member] | Maximum [Member] | |||||||
Liquidity [Line Items] | |||||||
Gross proceeds on sale of shares of common stock | $ 10,000,000 | ||||||
Underwritten Offering [Member] | Maximum [Member] | |||||||
Liquidity [Line Items] | |||||||
Issuance of aggregate shares of common stock | 220,500 | ||||||
Warrants to purchase common stock | 525,000 | ||||||
Common Stock [Member] | Underwritten Offering [Member] | |||||||
Liquidity [Line Items] | |||||||
Gross proceeds from offering of common stock and warrants | $ 10,300,000 | ||||||
Proceeds from offering of common stock and warrants, net of costs | $ 9,400,000 |
Significant Accounting Polici23
Significant Accounting Policies - Additional Information (Detail) $ in Millions | Jul. 20, 2017 | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Significant Accounting Policies [Line Items] | |||
Reverse stock split | 1-for-10 | ||
Reverse stock split, conversion ratio | 0.1 | ||
Fair Value, Measurements, Recurring [Member] | |||
Significant Accounting Policies [Line Items] | |||
Cash and cash equivalents | $ 15.6 | $ 7.6 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | Jul. 19, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Business Combination Reverse Merger [Line Items] | |||
Stock purchase transaction closed date | Jul. 19, 2017 | ||
Stock option modification approval date | Mar. 19, 2017 | ||
Goodwill impairment charge | $ 5,187,519 | $ 7,500,000 | |
Goodwill | $ 12,700,000 | $ 5,187,519 | |
Cerulean/Private Dare Stock Purchase Transaction [Member] | |||
Business Combination Reverse Merger [Line Items] | |||
Cash and cash equivalents | 9,918,000 | ||
Unamortized fair value of stock options | 3,654,000 | ||
Total purchase price consideration | 24,279,000 | ||
Purchase price adjustments increase in current liabilities | 23,609 | ||
Purchase price adjustments increase in current assets | 225,778 | ||
Reduction in original goodwill | 202,169 | ||
Original goodwill amount acquired | 12,900,000 | ||
Goodwill | 12,679,000 | ||
Cerulean/Private Dare Stock Purchase Transaction [Member] | General and Administrative Expense [Member] | |||
Business Combination Reverse Merger [Line Items] | |||
Transaction costs | $ 960,000 |
Acquisitions - Schedule of Purc
Acquisitions - Schedule of Purchase Price Consideration Allocation (Detail) - USD ($) | Jul. 19, 2017 | Dec. 31, 2017 |
Assets acquired and liabilities assumed | ||
Goodwill | $ 12,700,000 | $ 5,187,519 |
Cerulean/Private Dare Stock Purchase Transaction [Member] | ||
Business Combination Reverse Merger [Line Items] | ||
Fair value of shares issued | 20,625,000 | |
Unamortized fair value of Cerulean options | 3,654,000 | |
Fair value of total consideration | 24,279,000 | |
Assets acquired and liabilities assumed | ||
Cash and cash equivalents | 9,918,000 | |
Prepaid expense and other current assets | 1,915,000 | |
Accounts payable | (233,000) | |
Total assets acquired and liabilities assumed | 11,600,000 | |
Goodwill | $ 12,679,000 |
Convertible Promissory Notes -
Convertible Promissory Notes - Additional Information - (Detail) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | |
Feb. 28, 2017 | Jun. 06, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Debt Conversion [Line Items] | ||||
Convertible promissory notes issued | $ 100,000 | |||
Private Dare [Member] | ||||
Debt Conversion [Line Items] | ||||
Note annual interest rate | 8.00% | |||
Convertible promissory notes issued | $ 100,000 | $ 55,000 | ||
Convertible notes issued, per share | $ 0.38 | $ 0.18727 | ||
Conversion percentage | 120.00% | |||
Expense recognized from outstanding convertible debt | $ 0 | $ 15,405 | ||
Private Dare [Member] | Minimum [Member] | ||||
Debt Conversion [Line Items] | ||||
Percentage of conversion benefit on preferred stock financing | 20.00% | |||
Percentage of conversion benefit | 125.00% | |||
Private Dare [Member] | Maximum [Member] | ||||
Debt Conversion [Line Items] | ||||
Percentage of conversion benefit on preferred stock financing | 40.00% | |||
Percentage of conversion benefit | 140.00% |
Stock based compensation - Addi
Stock based compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 19, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted | 3,500 | ||||||
Stock options outstanding | 543,396 | 539,896 | |||||
Common stock, shares outstanding | 11,422,161 | 6,047,161 | |||||
Unamortized stock-based compensation expense | $ 40,103 | ||||||
Amortized weighted average period | 2 years 1 month 17 days | ||||||
Common stock, shares issued | 11,422,161 | 6,047,161 | |||||
Cerulean/Private Dare Stock Purchase Transaction [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, shares issued | 3,140,000 | ||||||
Private Dare [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock purchase transaction completion date | Jul. 19, 2017 | ||||||
Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted | 0 | ||||||
Stock-based compensation expense | $ 9,124 | $ 3 | |||||
Stock Options [Member] | Private Dare [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted | 10,149 | ||||||
2015 Stock Incentive Plan [Member] | Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options vesting period | 3 years | ||||||
2015 Stock Incentive Plan [Member] | Stock Options [Member] | Private Dare [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options grant period | 10 years | ||||||
Stock options granted | 50,000 | 0 | |||||
Stock options outstanding | 10,149 | ||||||
Stock purchase transaction completion date | Jul. 19, 2017 | ||||||
2015 Stock Incentive Plan [Member] | Restricted Stock [Member] | Private Dare [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued to non-employees | 900,000 | 200,000 | |||||
Common stock, shares outstanding | 223,295 | ||||||
Restricted stock granted | 0 | ||||||
2014 Employee Stock Purchase Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Offering period | 6 months | ||||||
Purchase price as percentage of stock price on offering period | 85.00% | ||||||
Stock-based compensation expense | $ 0 | $ 0 | |||||
2014 Stock Incentive Plan [Member] | Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock reserved for future issuance | 240,000 | 142,979 | |||||
Exercise period for stock options after termination date | 2 years | ||||||
Unamortized fair value expense | $ 3,700,000 | ||||||
Options to purchase number of outstanding shares of common stock | 533,247 | ||||||
2014 Stock Incentive Plan [Member] | Stock Options [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options grant period | 10 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity for 2015 Plan and 2014 Plan and Related Information (Detail) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of shares | |
Number of Shares, Outstanding Beginning | shares | 539,896 |
Number of Shares, Granted | shares | 3,500 |
Number of Shares, Outstanding Ending | shares | 543,396 |
Number of Shares, Exercisable | shares | 526,338 |
Weighted-Average Exercise Price | |
Weighted Average Exercise Price, Outstanding Beginning | $ / shares | $ 31.40 |
Weighted Average Exercise Price, Granted | $ / shares | 2.37 |
Weighted Average Exercise Price, Outstanding Ending | $ / shares | 31.21 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 32.10 |
Stock-Based Compensation - Su29
Stock-Based Compensation - Summary of Stock Option Activity for 2015 Plan and 2014 Plan and Related Information (Detail) (Parenthetical) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted | 3,500 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted | 0 | ||
Private Dare [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted | 10,149 |
Stock-based Compensation - Su30
Stock-based Compensation - Summary of Assumptions Used in Black-Scholes Option-Pricing Model for Stock Options Granted to Employees and Directors (Detail) | 3 Months Ended |
Mar. 31, 2018$ / shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Expected life in years | 10 years |
Risk-free interest rate | 2.52% |
Expected volatility | 122.00% |
Forfeiture rate | 0.00% |
Dividend yield | 0.00% |
Weighted-average fair value of options granted | $ 2.26 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Feb. 15, 2018 | Jan. 04, 2018 | Feb. 28, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Stockholders Equity [Line Items] | |||||
Issuance of aggregate shares of common stock | 5,000,000 | 5,000,000 | |||
Price per share | $ 0.70 | ||||
Exercise Price | $ 3 | ||||
Gross proceeds from offering of common stock and warrants | $ 10,300,000 | ||||
Proceeds from offering of common stock and warrants, net of costs | $ 9,400,000 | ||||
Class of warrant or right exercisable period | 5 years | ||||
Warrants exercised | 0 | 0 | |||
Accounting Standards Update 2017-11 [Member] | |||||
Stockholders Equity [Line Items] | |||||
Estimated fair value of warrants, recorded in equity | $ 3,000,000 | ||||
Maximum [Member] | |||||
Stockholders Equity [Line Items] | |||||
Warrants to purchase common stock | 3,500,000 | 3,500,000 | |||
At-The-Market Sales Agreement [Member] | |||||
Stockholders Equity [Line Items] | |||||
Gross proceeds on sale of shares of common stock | $ 1,100,000 | ||||
Stock issuance costs incurred | $ 237,403 | ||||
Issuance of aggregate shares of common stock | 375,000 | ||||
At-The-Market Sales Agreement [Member] | Maximum [Member] | |||||
Stockholders Equity [Line Items] | |||||
Gross proceeds on sale of shares of common stock | $ 10,000,000 | ||||
Aggregate commission rate | 3.00% | ||||
Underwritten Offering [Member] | |||||
Stockholders Equity [Line Items] | |||||
Price per share | $ 2.05 | ||||
Underwriters option to purchase additional shares of common stock and warrants period | 30 days | ||||
Underwritten Offering [Member] | Maximum [Member] | |||||
Stockholders Equity [Line Items] | |||||
Issuance of aggregate shares of common stock | 220,500 | ||||
Warrants to purchase common stock | 525,000 | ||||
Underwriters option to purchase additional shares | 750,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Warrants Outstanding (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Feb. 15, 2018 | |
Class Of Warrant Or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 3,751,002 | |
Exercise Price | $ 3 | |
Warrants Expiring on August 8, 2018 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 169 | |
Exercise Price | $ 17.70 | |
Expiration Date | Aug. 8, 2018 | |
Warrants Expiring on December 1, 2021 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 2,906 | |
Exercise Price | $ 12.04 | |
Expiration Date | Dec. 1, 2021 | |
Warrants Expiring on December 6, 2021 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 3,737 | |
Exercise Price | $ 12.04 | |
Expiration Date | Dec. 6, 2021 | |
Warrants Expiring on January 8, 2020 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 17,190 | |
Exercise Price | $ 6.05 | |
Expiration Date | Jan. 8, 2020 | |
Warrants Expiring on April 4, 2026 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 6,500 | |
Exercise Price | $ 1 | |
Expiration Date | Apr. 4, 2026 | |
Warrants Expiring on February 15, 2023 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 3,720,500 | |
Exercise Price | $ 3 | |
Expiration Date | Feb. 15, 2023 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Mar. 12, 2018USD ($) | Feb. 11, 2018USD ($) | Mar. 19, 2017USD ($)Country | Mar. 31, 2018USD ($) |
License and Collaboration Agreement [Member] | SST [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Secured investment funding requirement to be fulfilled, date | Mar. 31, 2018 | |||
Secured investment funding requirement fulfilled, date | Feb. 15, 2018 | |||
Percentage of rights to inventions by employees under license agreement | 50.00% | |||
License agreement, expiration period | 10 years | |||
License agreement, termination description | The SST License Agreement provides that each party will have customary rights to terminate the SST License Agreement in the event of material uncured breach by the other party, and, (i) prior to receipt of approval by a regulatory authority necessary for commercialization of a Licensed Product in the corresponding jurisdiction, including New Drug Application Approval, or NDA Approval, the Company will have the right to terminate the SST License Agreement without cause upon ninety (90) days prior written notice to SST, and (ii) following receipt of approval by a regulatory authority necessary for commercialization of a Licensed Product in the corresponding jurisdiction, including NDA Approval, the Company will have a right to terminate the SST License Agreement without cause upon one hundred eighty (180) days prior written notice. In addition, the SST License Agreement provides SST with the right to terminate the SST License Agreement with respect to the applicable Licensed Product(s) in the applicable country(ies) upon thirty (30) days’ notice to the Company if the Company fails to use commercially reasonable efforts to perform development activities in substantial accordance with the development plan and does not cure such failure within sixty (60) days of receipt of SST’s notice thereof. | |||
License agreement, termination period prior to receipt of approval | 90 days | |||
License agreement, termination period after receipt of approval | 180 days | |||
License agreement, termination period for applicable license products of applicable countries | 30 days | |||
License agreement, termination period due to performance failure | 60 days | |||
License and Collaboration Agreement [Member] | Maximum [Member] | SST [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Milestone payments, contingent amount | $ 18,000,000 | |||
License and Collaboration Agreement [Member] | Maximum [Member] | Upon Achieving Certain Commercial Milestones [Member] | SST [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Milestone payments, contingent amount | 100,000,000 | |||
License and Collaboration Agreement [Member] | Minimum [Member] | SST [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Secured investment required for license agreement | 10,000,000 | |||
Milestone payments, contingent amount | 500,000 | |||
License and Collaboration Agreement [Member] | Minimum [Member] | Upon Achieving Certain Commercial Milestones [Member] | SST [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Milestone payments, contingent amount | $ 10,000,000 | |||
Development and Option Agreement [Member] | Orbis [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Milestone payments | $ 300,000 | |||
Commencement period for stage two upon achievement of stage one | 90 days | |||
Pre-clinical studies , description | An injectable contraceptive is designed to provide discreet, non-implanted, protection over several months. Limitations of the currently marketed injectable contraceptive is that it provides contraceptive protection for only three months and can delay the ability to get pregnant for up to ten months after receiving the injection. The target product profiles of ORB-204 and ORB-214 include prolonged duration (six to 12 months), improved ease of use, with an improved side effect profile and predictable return to fertility. | |||
Development and Option Agreement [Member] | Upon Signing of Development and Option Agreement [Member] | Orbis [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Milestone payments | $ 150,000 | |||
Development and Option Agreement [Member] | Upon Completion of Fifty Percent Development Not Later Than Six Months [Member] | Orbis [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Milestone payments | 75,000 | |||
Development and Option Agreement [Member] | Upon Delivery of Six Month Batch Development Not Later Than Eleven Months [Member] | Orbis [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Milestone payments | $ 75,000 | |||
ADVA Tec Agreement [Member] | License Agreement [Member] | Ovaprene [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Minimum obligation to be paid in number of years | 3 years | |||
Prior written notice period for termination of agreement for both parties | 60 days | |||
Agreement termination on failing to enroll patient within months of production and release | 6 months | |||
Agreement termination period on failing to commercialize in certain designated countries | 3 years | |||
ADVA Tec Agreement [Member] | License Agreement [Member] | Upon Reaching Certain Worldwide Net Sales Milestones [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Milestone payments | $ 20,000,000 | |||
ADVA Tec Agreement [Member] | License Agreement [Member] | Maximum [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Percentage of royalty rate | 10.00% | |||
ADVA Tec Agreement [Member] | License Agreement [Member] | Maximum [Member] | Upon Achievement of Specified Development and Regulatory Milestones [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Milestone payments | $ 14,600,000 | |||
ADVA Tec Agreement [Member] | License Agreement [Member] | Minimum [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Number of designated European countries | Country | 3 | |||
Percentage of royalty rate | 1.00% | |||
ADVA Tec Agreement [Member] | License Agreement [Member] | Minimum [Member] | Ovaprene [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Minimum spending amounts per year | $ 5,000,000 |
Net Loss Per Share - Potential
Net Loss Per Share - Potential Dilutive Outstanding Securities Excluded From Diluted Net Loss Per Common Share (Detail) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted-average shares outstanding | 4,294,398 | 10,149 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted-average shares outstanding | 543,396 | 10,149 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted-average shares outstanding | 3,751,002 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - USD ($) | Apr. 30, 2018 | Apr. 24, 2018 |
Pear Tree Pharmaceuticals, Inc. [Member] | ||
Subsequent Event [Line Items] | ||
Merger Agreement entered date | Apr. 30, 2018 | |
Potential cash payment to acquire business | $ 75,000 | |
Period of potential cash payment | 1 year | |
National Institutes of Health [Member] | Eunice Kennedy Shriver National Institute of Child Health and Human Development [Member] | ||
Subsequent Event [Line Items] | ||
Anticipated outstanding grant | $ 1,900,000 | |
First Phase of Research And Availability of Funds [Member] | National Institutes of Health [Member] | Eunice Kennedy Shriver National Institute of Child Health and Human Development [Member] | ||
Subsequent Event [Line Items] | ||
Revenue from grant for notice of award | $ 224,665 | |
Juniper Pharmaceuticals - License Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Upfront license fee paid | $ 250,000 | |
Annual license maintenance fee payable in first year | 50,000 | |
Annual license maintenance fee payable in second year | 50,000 | |
Annual license maintenance fee payable thereafter | 100,000 | |
Maximum potential milestone payments | $ 43,750,000 | |
License agreement, royalty termination description | terminates on the latest of (1) the expiration date of the last valid claim within the licensed patent rights with respect to such product or process in such country, (2) 10 years following the first commercial sale of such product or process in such country, and (3) when one or more generic products for such product or process are commercially available in such country, except that if there is no such generic product by the 10th year following the first commercial sale in such country, then the royalty term will terminate on the 10-year anniversary of the first commercial sale in such country. | |
License agreement, termination description | Unless earlier terminated, the term of the Juniper License Agreement will continue on a country-by-country basis until the later of (1) the expiration date of the last valid claim within such country, or (2) 10 years from the date of first commercial sale of a product or process in such country. Upon expiration (but not early termination) of the Juniper License Agreement, the licenses granted thereunder will convert automatically to fully-paid irrevocable licenses. Juniper may terminate the Juniper License Agreement (1) upon 30 days’ notice for the Company’s uncured breach of any payment obligation under the Juniper License Agreement, (2) if the Company fails to maintain required insurance, (3) immediately upon the Company’s insolvency or the making of an assignment for the benefit of the Company’s creditors or if a bankruptcy petition is filed for or against the Company, which petition is not dismissed within 90 days, or (4) upon 60 days’ notice for any uncured material breach by the Company of any of its other obligations under the Juniper License Agreement. The Company may terminate the Juniper License Agreement on a country-by-country basis for any reason by giving 180 days’ notice (or 90 days’ notice if such termination occurs prior to receipt of marketing approval in the United States). If Juniper terminates the Juniper License Agreement for the reason described in clause (4) above or if the Company terminates the Juniper License Agreement, Juniper will have full access including the right to use and reference all product data generated during the term of the Juniper License Agreement that is owned by the Company. | |
License agreement, period of continuation from date of first commercial sale of product or process | 10 years | |
License agreement, notice period of termination for breach of payment obligation | 30 days | |
Period of dismissal of bankruptcy petition | 90 days | |
License agreement, notice period of termination for breach of other obligation | 60 days | |
License agreement, notice period of termination | 180 days | |
License agreement, termination period prior to receipt of approval | 90 days | |
Juniper Pharmaceuticals - License Agreement [Member] | Development Milestones [Member] | ||
Subsequent Event [Line Items] | ||
Maximum potential milestone payments | $ 13,500,000 | |
Juniper Pharmaceuticals - License Agreement [Member] | Sales Milestones [Member] | ||
Subsequent Event [Line Items] | ||
Maximum potential milestone payments | $ 30,250,000 |