Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 10, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | AQXP | ||
Entity Registrant Name | AQUINOX PHARMACEUTICALS, INC | ||
Entity Central Index Key | 1,404,644 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 17,211,986 | ||
Entity Public Float | $ 45.3 |
Consolidated balance sheets
Consolidated balance sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents (Note 3) | $ 39,526 | $ 14,906 |
Short-term investments (Note 11) | 34,956 | 24,191 |
Accounts and other amounts receivable | 32 | 65 |
Prepayments and deposits | 282 | 139 |
Total current assets | 74,796 | 39,301 |
Property and equipment (Note 4) | 89 | 105 |
Long-term investments (Note 11) | 38,458 | 2,003 |
Other | 13 | |
Total assets | 113,343 | 41,422 |
Current liabilities | ||
Accounts payable and other liabilities (Note 5) | 4,792 | 5,203 |
Total current liabilities | 4,792 | 5,203 |
Other liabilities (Note 6) | 131 | 72 |
Total liabilities | $ 4,923 | $ 5,275 |
Commitments and contingencies (Note 13) | ||
Share capital: | ||
Common stock | $ 0 | $ 0 |
Preferred stock | ||
Additional paid-in capital | $ 219,986 | $ 125,567 |
Accumulated deficit | (111,276) | (89,416) |
Accumulated other comprehensive loss | (290) | (4) |
Total stockholders' equity | 108,420 | 36,147 |
Total liabilities and stockholders' equity | $ 113,343 | $ 41,422 |
Consolidated balance sheets (Pa
Consolidated balance sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 12, 2014 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.000001 | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common stock, shares issued | 17,211,986 | 10,695,108 | |
Common stock, shares outstanding | 17,211,986 | 10,695,108 | |
Preferred stock, par value | $ 0.000001 | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated and combined state
Consolidated and combined statements of operations and comprehensive loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating expenses | |||
Research and development | $ 15,799 | $ 18,079 | $ 7,599 |
General and administrative | 5,541 | 4,296 | 1,777 |
Total operating expenses | 21,340 | 22,375 | 9,376 |
Other (expenses) income | |||
Interest expense and financing costs | (99) | (462) | (43) |
Change in fair value of derivative liabilities (Note 6(a)) | (52) | 949 | 962 |
Amortization and extinguishment of remaining discount on preferred shares upon conversion of preferred shares | (1,884) | (386) | |
Other (expenses) income | (369) | (255) | 109 |
Total other income (expenses) | (520) | (1,652) | 642 |
Net loss before income taxes | (21,860) | (24,027) | (8,734) |
Income tax recovery (Note 10) | 5 | ||
Net loss | $ (21,860) | $ (24,027) | $ (8,729) |
Net loss per common stock - basic and diluted (Note 9) | $ (1.73) | $ (2.75) | $ (49.52) |
Basic and diluted weighted average common stock outstanding (Note 9) | 12,637,839 | 8,667,387 | 301,745 |
Comprehensive loss: | |||
Net loss | $ (21,860) | $ (24,027) | $ (8,729) |
Other comprehensive loss - unrealized loss on securities available for sale | (286) | (4) | |
Comprehensive loss | $ (22,146) | $ (24,031) | $ (8,729) |
Consolidated and combined stat5
Consolidated and combined statements of cash flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating activities | |||
Net loss | $ (21,860) | $ (24,027) | $ (8,729) |
Non-cash items and reclassifications: | |||
Financing costs | 320 | 14 | |
Fees and penalty on bank loan repayment | 100 | ||
Amortization and extinguishment of remaining discount on preferred stock upon conversion of preferred stock | 1,884 | 386 | |
Change in fair value of derivative liabilities | 52 | (949) | (962) |
Stock-based compensation (Note 8(d)) | 1,506 | 854 | 349 |
Stock-based purchase of patent rights | 186 | ||
Foreign exchange loss and others | 580 | 549 | 41 |
Changes in operating assets and liabilities: | |||
Accounts and other amounts receivable | 34 | (37) | |
Prepayments and deposits | (130) | 20 | (102) |
Accounts payable and other liabilities | (450) | 3,614 | 1,180 |
Cash used in operating activities | (20,268) | (17,486) | (7,823) |
Investing activities | |||
Purchase of investments | (60,703) | (36,475) | (2,821) |
Proceeds from maturity of investments | 13,196 | 12,990 | |
Purchase of property and equipment | (27) | (114) | (11) |
Sale of property and equipment | 1 | 26 | 192 |
Cash used in investing activities | (47,533) | (23,573) | (2,640) |
Financing activities | |||
Bank loan (repayment) and receipt, fees and penalty | (2,600) | 2,392 | |
Preferred stock issued | 18,003 | ||
Share issue costs | (224) | ||
Proceeds from exercise of stock options | 1,120 | ||
Public offering of common shares | 98,038 | 53,130 | |
Public offering costs | (6,210) | (5,251) | (587) |
Cash provided by financing activities | 92,948 | 45,279 | 19,584 |
Effect of exchange rate changes on cash and cash equivalents | (527) | (320) | (116) |
Increase in cash and cash equivalents during the period | 24,620 | 3,900 | 9,005 |
Cash and cash equivalents, beginning of period | 14,906 | 11,006 | 2,001 |
Cash and cash equivalents, end of period | 39,526 | 14,906 | 11,006 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 32 | 23 | |
Interest received | 108 | $ 91 | 26 |
Non-cash investing and financing activities: | |||
Assets acquired through non-capital leases | 11 | ||
Accrued offering costs | $ 35 | $ 790 |
Consolidated and combined stat6
Consolidated and combined statement of convertible preferred stock and stockholders' deficit - USD ($) $ in Thousands | Total | Exchangeable Preferred Shares [Member] | Aquinox Pharmaceuticals (Canada) Inc. [Member]Exchangeable Preferred Shares [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income [Member] |
Temporary equity beginning balance at Dec. 31, 2012 | $ 29,792 | $ 22,184 | |||||
Beginning balance at Dec. 31, 2012 | $ (51,101) | $ (51,101) | |||||
Temporary equity beginning balance, shares at Dec. 31, 2012 | 2,236,672 | 1,584,633 | |||||
Beginning balance, shares at Dec. 31, 2012 | 301,745 | ||||||
Temporary equity, issued for cash, net of share issue costs | $ 13,826 | $ 3,950 | |||||
Temporary equity, issued for cash, net of share issue costs, shares | 1,325,753 | 378,786 | |||||
Temporary equity, warrants exercised | $ 415 | ||||||
Temporary equity, warrants exercised, shares | 17,671 | ||||||
Temporary equity, warrant discount of $69 on issuance of Aquinox USA preferred shares | $ (69) | ||||||
Temporary equity, redemption discount of $467 for AQXP Canada and $1,633 for Aquinox USA on issuance of preferred shares | (1,633) | $ (467) | |||||
Temporary equity, accretion for liquidation preference on preferred stock | 3,315 | 2,036 | |||||
Temporary equity, accretion for share issuance costs on preferred stock | 77 | 46 | |||||
Temporary equity, Amortization of warrant discount on preferred stock | 34 | 22 | |||||
Temporary equity, amortization of redemption option on preferred stock | 257 | 73 | |||||
Accrual of tax payable on preferred stock | (738) | (738) | |||||
Accretion for share issuance costs on preferred stock | (123) | (123) | |||||
Accretion for liquidation preference on preferred stock | (5,351) | $ (349) | (5,002) | ||||
Stock-based compensation | 349 | 349 | |||||
Temporary equity, ending balance at Dec. 31, 2013 | $ 46,014 | $ 27,844 | |||||
Temporary equity ending balance, shares at Dec. 31, 2013 | 3,580,096 | 1,963,419 | |||||
Net loss | (8,729) | (8,729) | |||||
Ending balance at Dec. 31, 2013 | (65,693) | (65,693) | |||||
Ending balance, shares at Dec. 31, 2013 | 301,745 | ||||||
Temporary equity, accretion for liquidation preference on preferred stock | $ 732 | $ 401 | |||||
Temporary equity, accretion for share issuance costs on preferred stock | 13 | 7 | |||||
Temporary equity, Amortization of warrant discount on preferred stock | 6 | 4 | |||||
Temporary equity, amortization of redemption option on preferred stock | 58 | 17 | |||||
Temporary equity, extinguishment of remaining share issuance costs, warrant discount, redemption option and related tax payable due to conversion of preferred stock | 1,687 | 551 | |||||
Accrual of tax payable on preferred stock | (100) | (100) | |||||
Options exercised, shares | 86 | ||||||
Issuance of Aquinox common stock, net of share issuance costs of $5,839, shares | 4,830,000 | ||||||
Accretion for share issuance costs on preferred stock | (20) | (20) | |||||
Issuance of Aquinox common stock, on purchase of patent rights | 186 | 186 | |||||
Issuance of Aquinox common stock, on purchase of patent rights, shares | 19,762 | ||||||
Issuance of Aquinox common stock, net of share issuance costs of $5,839 | 47,291 | 47,291 | |||||
Conversion of preferred stock into Aquinox USA common stock | 77,334 | $ (48,510) | $ (28,824) | 77,334 | |||
Conversion of preferred stock into Aquinox USA common stock, shares | (3,580,096) | (1,963,419) | 5,543,515 | ||||
Extinguishment of remaining share issuance costs, warrant discount, redemption option and related tax payable due to conversion of preferred stock | 1,458 | 1,458 | |||||
Accretion for liquidation preference on preferred stock | (1,133) | (99) | (1,034) | ||||
Stock-based compensation | 855 | 855 | |||||
Other comprehensive loss | (4) | $ (4) | |||||
Net loss | (24,027) | (24,027) | |||||
Ending balance at Dec. 31, 2014 | $ 36,147 | 125,567 | (89,416) | (4) | |||
Ending balance, shares at Dec. 31, 2014 | 10,695,108 | 10,695,108 | |||||
Options exercised, shares | 191,878 | 191,878 | |||||
Options exercised | $ 1,120 | 1,120 | |||||
Issuance of Aquinox common stock, net of share issuance costs of $5,839, shares | 6,325,000 | ||||||
Issuance of Aquinox common stock, net of share issuance costs of $5,839 | 91,793 | 91,793 | |||||
Stock-based compensation | 1,506 | 1,506 | |||||
Other comprehensive loss | (286) | (286) | |||||
Net loss | (21,860) | (21,860) | |||||
Ending balance at Dec. 31, 2015 | $ 108,420 | $ 219,986 | $ (111,276) | $ (290) | |||
Ending balance, shares at Dec. 31, 2015 | 17,211,986 | 17,211,986 |
Consolidated and combined stat7
Consolidated and combined statement of convertible preferred stock and stockholders' deficit (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Common stock share issuance costs | $ 6,245 | $ 5,839 | |
Exchangeable Preferred Shares [Member] | |||
Temporary equity, warrant discount of $69 on issuance of Aquinox USA preferred shares | $ 69 | ||
Temporary equity, redemption discount of $467 for AQXP Canada and $1,633 for Aquinox USA on issuance of preferred shares | 1,633 | ||
Aquinox Pharmaceuticals (Canada) Inc. [Member] | Exchangeable Preferred Shares [Member] | |||
Temporary equity, redemption discount of $467 for AQXP Canada and $1,633 for Aquinox USA on issuance of preferred shares | $ 467 |
Nature of operations
Nature of operations | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of operations | 1. Nature of operations Aquinox Pharmaceuticals, Inc. and its wholly owned subsidiary, Aquinox Pharmaceuticals (Canada) Inc., (consolidated, the “Company”) is a clinical stage pharmaceutical company discovering and developing targeted therapeutics in disease areas of inflammation and immuno-oncology. The Company’s primary focus is anti-inflammatory product candidates targeting SHIP1 (SH2-containing inositol-5’-phosphatase 1), which is a key regulator of an important cellular signaling pathway in immune cells, known as the PI3K pathway. Aquinox Pharmaceuticals, Inc. was originally incorporated under the name of Aquinox Pharmaceuticals (USA) Inc. on May 31, 2007 in the State of Delaware, United States. On January 27, 2014, Aquinox Pharmaceuticals (USA) Inc. changed its name to Aquinox Pharmaceuticals, Inc. (“Aquinox USA”). Aquinox Pharmaceuticals (Canada) Inc. (“AQXP Canada”) was originally incorporated under the name of 6175813 Canada Inc. on December 26, 2003 under the Canada Business Corporations Act. In May 2014, after a corporate restructuring, the name was changed to Aquinox Pharmaceuticals (Canada) Inc. The Company operates in Vancouver, British Columbia, Canada and San Bruno, California. |
Basis of presentation and summa
Basis of presentation and summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of presentation and summary of significant accounting policies | 2. Basis of presentation and summary of significant accounting policies (a) Basis of presentation The accompanying consolidated and combined financial statements are presented in United States (“U.S.”) dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Unless indicated otherwise, all amounts herein are expressed in thousands of dollars. Through a reorganization on March 12, 2014, AQXP Canada became a wholly owned subsidiary of Aquinox USA (see Note 7(d)). Prior to the reorganization, management determined that AQXP Canada and Aquinox USA were entities under common control as each of AQXP Canada and Aquinox USA were owned beneficially by identical shareholders and as such the basis of presentation of financial results prior to March 12, 2014 was on a combined basis. Subsequent to March 12, 2014, the basis of presentation of the financial results is on a consolidated basis. All intercompany transactions have been eliminated. Certain presentation related to the effect of foreign exchange on cash and cash equivalents in the consolidated and combined statement of cash flows for the year ended December 31, 2014 and 2013 were corrected which resulted in a reclassification from “Foreign exchange loss and others” of $320 and $116, respectively, to “Effect of exchange rate changes on cash and cash equivalents” in the respective consolidated and combined statements of cash flows. The Company concluded that the reclassification and correction were immaterial to the consolidated and combined financial statements for the year ended December 31, 2014 and 2013. (b) Capital requirements The Company operates in a capital intensive business. To finance its operations, the Company is likely to require additional capital. The Company may seek to raise funds through equity or debt financing. There is no assurance that financing will be available to the Company or at terms acceptable to the Company. Failure to obtain sufficient funds on acceptable terms can have a negative impact on the Company’s business, results of operations, financial condition, cash flows and future prospects. (c) Foreign currency translation and transactions The functional currency of the Company and its subsidiary is the U.S. dollar. Monetary assets and liabilities of the Company’s operations denominated in a currency other than the U.S. dollar are re-measured into U.S. dollars at the exchange rate prevailing as at the balance sheet date. Non-monetary assets and liabilities are translated at historical exchange rates prevailing at each transaction date. Income and expenses are re-measured at the average exchange rates prevailing during the period, with the exception of amortization which is translated at historical exchange rates. Exchange gains and losses on translation are included in the consolidated and combined statements of operations and comprehensive loss. (d) Use of estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP 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 expenses during the reporting period. Significant areas requiring management estimates include whether the use of the going concern assumption is appropriate, valuation of stock options and warrants, amortization and depreciation, accrual of expenses, valuation allowance for deferred income taxes, and contingencies. Actual results could differ from those estimates. (e) Cash and cash equivalents All highly liquid investments with maturities of three months or less at the date of acquisition are considered to be cash equivalents. (f) Short and long term investments Short-term investments consist of bank term deposits and U.S. government agency securities with initial maturities of less than a year. Long-term investments consist of U.S. treasury securities with initial maturities of greater than a year but less than two years. Short-term investments and long-term investments are both classified as available-for-sale and carried at their estimated fair value with unrealized gains and losses recorded as a component of other comprehensive income. Realized gains and losses are recorded in net loss. The Company periodically reviews its investments for impairment and when a decline in market value is deemed to be other than temporary, the loss is recognized in net loss. (g) Property and equipment Property and equipment are recorded at cost less accumulated amortization. Amortization of property and equipment has been provided using the straight-line basis over a range of five years, except for leasehold improvements which are amortized over the lesser of useful life and term of the lease. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on management’s assessment there was no impairment of property and equipment as at December 31, 2015 and 2014. (h) Clinical trial accruals As part of the process of preparing financial statements, the Company is required to estimate expenses resulting from its obligations under contracts with vendors, consultants and clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations which vary contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company’s objective is to reflect the appropriate clinical trial expenses in the financial statements by matching those expenses with the period in which services and efforts are expended. The Company accounts for these expenses according to the progress of the trial as measured by patient progression and the timing of various aspects of the trial. During the course of a clinical trial, the Company adjusts the rate of clinical trial expense recognition if actual results differ from estimates. The Company prepares estimates of accrued expenses as of each balance sheet date in the financial statements based on facts and circumstances known at that time. Although the Company does not expect the estimates to be materially different from amounts actually incurred, the Company’s understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in the Company reporting amounts that are too high or too low for any particular period. The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. (i) Taxes The Company accounts for income taxes using ASC 740, Income Taxes which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, ASC 740 generally considers all expected future events other than enactments of and changes in the tax law or rates. The measurement of deferred tax assets is reduced, if necessary, by the extent of the valuation allowance. ASC 740 clarifies the criteria that must be met prior to recognition of the financial statement benefit of a position taken in a tax return. ASC 740 provides a benefit recognition model with a two-step approach consisting of a “more-likely-than-not” recognition criteria, and a measurement attribute that measures a given tax position as the largest amount of tax benefits that are more than 50% likely of being realized upon ultimate settlement. ASC 740 also requires the recognition of liabilities created by differences between tax positions taken in a tax return and amounts recognized in the financial statements. Investment tax credits relating to scientific research and experimental development are accounted for in operating expenses. To the extent there is reasonable assurance the credits will be realized, they are recorded in the period the related expenditure is made as an income tax (provision) recovery. If investment tax credit amounts subsequently received are less or more than originally recorded, the difference is treated as a change in estimate. Canadian tax rules impose a tax with respect to Canadian corporation taxable preferred stock and their liquidation rights. In prior periods, AQXP Canada has recorded this tax on preferred stock as a non-current accrued tax payable on its balance sheet, on the same basis as it recorded the accretion of preferred stock. (j) Research and development costs Research and development costs are charged to expense as incurred and include items such as: employee related expenses, including salaries and benefits, expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical trials and preclinical studies, the cost of acquiring, developing and manufacturing clinical trial materials, facilities, and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, and other supplies and costs associated with clinical trials, preclinical activities, and regulatory operations. Development costs are expensed in the period incurred unless management believes a development project meets generally accepted accounting criteria for deferral and amortization. No product development expenditures have been deferred to date. The Company records costs for certain development activities, such as clinical trials, based on management’s evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information provided to the Company by vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated and combined financial statements as prepaid or accrued expense. (k) Accounting for stock-based compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost of such award will be recognized over the period during which services are provided in exchange for the award, generally the vesting period. All share-based payments to employees are recognized in the financial statements based upon their respective grant date fair values. The Company estimates the fair value of options granted using the Black-Scholes option pricing model. This approximation uses assumptions regarding a number of inputs that requires management to make significant estimates and judgments. Prior to the completion of the IPO in March 2014, the Company’s common stock was not publicly traded. As a result, the expected volatility assumption is based on industry peer information due to insufficient trading history of the Company’s common stock. Additionally, because the Company has no significant history to calculate the expected term, the simplified method calculation was used. (l) Segment reporting The Company operates in one segment, the identification and development of therapeutics for inflammatory diseases and cancer. All of the Company’s operations are performed in Canada. Total assets held in the U.S., comprised primarily of cash and cash equivalents, prepayments, short-term investments and long-term investments, were $111,366 as of December 31, 2015 (December 31, 2014 – $33,102). (m) Net Loss per share Basic net loss per common share is computed by dividing loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options and warrants. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. (n) Derivative liabilities and fair value of financial instruments The Company accounts for currently outstanding detachable warrants to purchase common stock as liabilities as they are freestanding derivative financial instruments. The warrants are recorded as liabilities at fair value, estimated using a Black-Scholes option pricing model, and marked to market at each balance sheet date, with changes in the fair value of the derivative liabilities recorded in the consolidated and combined statements of operations and comprehensive loss. Prior to the Company’s IPO in March 2014, the Company had preferred stock with conversion and redemption features. All shares of preferred stock were converted to common shares upon the Company’s IPO. The Company allocated the total consideration received for issuing preferred stock and warrants based on the relative fair value of each security at the date of issuance. This allocation resulted in a discount to the initial carrying amount of the preferred stock at the date of issuance that was amortized over the life of the preferred stock and was recorded as “amortization of discount on preferred stock” in the consolidated and combined statements of operations and comprehensive loss. The Company also evaluated and accounted for the conversion and redemption options embedded in these convertible instruments as free standing derivative financial instruments and recorded these as preferred stock embedded derivatives on its consolidated balance sheets at fair value with changes in the fair values of these derivatives recorded in the consolidated and combined statements of operations and comprehensive loss. The Company applied the residual value method to record the fair value of warrants issued with loans as a discount to the initial carrying amount of loans at the date of issuance. Loans were measured at amortized cost using the effective interest method which is a method of calculating the amortized cost of a financial liability and allocating the effective interest expense over the term of the financial liability. Interest expense was recorded in interest expense and financing costs in the consolidated and combined statements of operations and comprehensive loss. The interest rate was the rate that exactly discounts estimated future cash payments throughout the term of the financial instrument to the net carrying amount of the financial liability. Debt issuance costs were capitalized, recorded as deferred financing costs, and were amortized into financing costs in the consolidated and combined statements of operations and comprehensive loss using the effective interest method. ASC 820, Fair Value Measurements Level 1– 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 for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the 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. (o) Concentration of credit risk Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist primarily of cash and cash equivalents, short-term investments and long-term investments. Cash, cash equivalents and investments are invested in accordance with the Company’s investment policy. The primary objective for the Company’s investment portfolio is the preservation of capital and maintenance of liquidity and includes guidelines on the quality of financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. (p) Recently issued and recently adopted accounting standards In August 2014, the FASB issued ASU 2014-15 “Presentation of Financial Statements—Going Concern,” outlining management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern, along with the required disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016 with early adoption permitted. The Company does not anticipate a material impact to the Company’s financial statements as a result of this change. In November 2015, the FASB issued ASU 2015-17 “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes,” which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. It thus simplifies the current guidance, which requires entities to separately present deferred tax assets and deferred tax liabilities as current or noncurrent in a classified balance sheet. ASU 2015-17 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted. The Company does not anticipate a material impact to the Company’s financial statements as a result of this change. In January 2016, the FASB issued ASU 2016-01 “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017, with early adoption permitted under certain circumstances. The Company is currently assessing the impact of ASU 2016-01 on the Company’s financial statements. In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)”, which requires the recognition of right-of-use assets and lease liabilities by lessees for those leases with a lease term of greater than 12 months. Upon the adoption of ASU 2016-02, leases will be recognized and measured at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that companies may elect to apply. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. The Company is currently assessing the impact of ASU 2016-02 on the Company’s financial statements and whether to elect to apply the optional practical expedients under the modified retrospective approach. (q) Risks and uncertainties The Company is subject to numerous risks and uncertainties. These risks, among others, included the following: • the Company has no source of revenue, has an accumulated deficit of $111,276 as of December 31, 2015, may never become profitable and may incur substantial and increasing net losses for the foreseeable future as it continues development of, seeks regulatory approvals for, and potentially begins to commercialize AQX-1125, its lead product candidate, and any future product candidates; • the Company is likely to require additional capital to finance its operations which may not be available to it on acceptable terms, or at all; • the Company’s success is primarily dependent on the successful development, regulatory approval and commercialization of AQX-1125, its lead product candidate, and any future product candidates; • SHIP1 has not been validated as a target; • the Company is subject to regulatory approval processes that are lengthy, time consuming and inherently unpredictable; the Company may not be able to obtain approval for AQX-1125 or any future product candidates from the U.S. Food and Drug Administration, or FDA, or foreign regulatory authorities; • the Company’s intellectual property rights can be difficult and costly to protect; • the Company may not be able to recruit or retain key employees, including its senior management team; • the Company depends on the performance of third parties, including contract research organizations and third-party manufacturers; and • the Company faces competition from other pharmaceutical and biotechnology companies, academic institutions, governmental agencies, and public and private research institutions, among others. |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents | 3. Cash and cash equivalents DECEMBER DECEMBER Cash $ 2,133 $ 8,351 Cash equivalents 37,393 6,555 $ 39,526 $ 14,906 |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | 4. Property and equipment DECEMBER 31, 2015 COST ACCUMULATED NET BOOK Leasehold improvements $ 48 42 6 Office furniture, equipment and systems 131 48 83 $ 179 $ 90 $ 89 DECEMBER 31, 2014 COST ACCUMULATED NET BOOK Leasehold improvements $ 143 $ 110 $ 33 Office furniture, equipment and systems 239 167 72 $ 382 $ 277 $ 105 |
Accounts payable and other liab
Accounts payable and other liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts payable and other liabilities | 5. Accounts payable and other liabilities DECEMBER 31, DECEMBER 31, Trade accounts payable $ 2,205 $ 734 Accrued clinical trial fees 1,666 3,752 Accrued compensation and vacation 692 382 Accrued professional fees 128 247 Other liabilities 101 88 $ 4,792 $ 5,203 |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 6. Other Liabilities (a) Warrants Warrants issued with bank loan: On October 23, 2013, AQXP Canada entered into a term loan facility with Silicon Valley Bank (“SVB”) for up to $4,000, of which $2,500 was received on October 30, 2013. The loan was repaid on March 28, 2014. Under the terms of the loan, SVB was issued warrants to purchase 11,363 shares of common stock at $10.56 per share. These warrants expire in 2023. NUMBER AMOUNT BALANCE – December 31, 2013 11,363 $ 221 Change in fair value of derivative liability — (149 ) BALANCE – December 31, 2014 11,363 72 Change in fair value of derivative liability — 52 BALANCE – December 31, 2015 11,363 $ 124 Change in fair value of the warrants is periodically assessed and recorded in the consolidated and combined statements of operations and comprehensive loss. The fair value of warrants on December 31, 2015 was estimated using the Black-Scholes pricing model with the following assumptions: (i) Expected volatility – 104%; (ii) Expected term (years) – 7.82 years; (iii) Risk free rate – 2% (b) Capital leases The Company leases office equipment under capital leases with an interest rate of 4.64% per annum. At December 31, 2015, the future payments under the Company’s capital leases were as follows: AMOUNT 2016 $ 3 2017 3 2018 3 2019 2 Total minimum lease payments 11 Less: amount representing interest (1 ) Present value of future minimum lease payments 10 Less: current portion (3 ) Capital lease obligations, net of current portion – December 31, 2015 $ 7 The net book value of the office equipment under capital leases as of December 31, 2015 was $11, with an immaterial amount related to accumulated depreciation. |
Preferred stock
Preferred stock | 12 Months Ended |
Dec. 31, 2015 | |
Temporary Equity Disclosure [Abstract] | |
Preferred stock | 7. Preferred stock (a) Authorized On March 12, 2014, the Company adopted an amended and restated certificate of incorporation for Aquinox USA. Aquinox USA is authorized to issue 5,000,000 shares of preferred stock with a par value of $0.000001 per share (December 31, 2014 – 5,000,000). Prior to the Company’s IPO in March 2014, the Company had outstanding shares of preferred stock in Series A, B and C. Upon the Company’s IPO, all shares of Series A, B and C preferred stock were converted to common shares of Aquinox USA. As of December 31, 2015 and December 31, 2014, no shares of preferred stock were issued or outstanding. (b) Issuances of Series C preferred stock On March 19, 2013, AQXP Canada issued 378,786 shares of Series C preferred stock at $10.56 per share for total consideration of $4,000 before issue costs of $50. In addition to the Series C preferred stock, in 2013 Aquinox USA also issued 378,786 shares of Series C Aquinox USA special voting stock, and AQXP Canada also issued 378,786 shares of Series C AQXP Canada special voting shares. Upon issuance of Series C the redemption date of Series A and B was reset to March 19, 2018. On March 19, 2013, Aquinox USA issued 1,325,753 shares of Series C preferred stock at $10.56 per share for total consideration of $14,000 before issue costs of $174. In addition to the Series C preferred stock, in 2013 AQXP Canada also issued 1,325,753 shares of Series C AQXP Canada special voting shares. Upon issuance of Series C the redemption date of Series A and B was reset to March 19, 2018. Concurrent with the issuance of Series C preferred stock in March 2013, Aquinox USA also issued 17,671 warrants to holders of the Series C preferred stock. On December 23, 2013, the holders of the 17,671 warrants exercised their warrants into 17,671 shares of Series C preferred stock and equal number of Series C AQXP Canada special voting common shares. (c) Accounting for Series A, B and C preferred stock The Series A, Series B and Series C preferred stock and Series A, Series B and Series C exchangeable preferred shares, collectively, the “preferred stock” were redeemable convertible preferred stock which were convertible into the Company’s common stock and were classified as mezzanine equity for accounting purposes as they were redeemable on contingent events, and were redeemable at the option of the holder. The preferred stock were labeled within the convertible preferred stock and stockholders’ deficit as AQXP Canada exchangeable preferred shares, and Aquinox USA preferred stock. Management evaluated the Series A and Series B preferred stock agreements and determined that there were no embedded conversion features and redemption options that were required to be bifurcated and accounted for separately as derivative financial instruments in the consolidated and combined financial statements. The Company recorded the Series A, Series B and Series C preferred stock at fair value upon issuance, with their carrying value increased by periodic accretion to their redemption value. The accretion was calculated using the liquidation preference of 8% per annum of the original issue price compounded annually over the period through the respective redemption dates. Concurrent with the issuance of Series C preferred stock in March 2013, the Company also amended their respective certificates of incorporation, revising the terms, rights, and liquidation preferences for Series A and B preferred stock which required the Company to re-assess its previous embedded derivative analyses with respect to previous preferred stock offerings. As a result the Company bifurcated the embedded mandatory redemption option based on contingent events in Series A, Series B and Series C preferred stock as it was determined the redemption option was no longer clearly and closely related to preferred stock host contract on March 19, 2013. The Company recorded the fair value of the embedded redemption options for Series A, Series B and Series C as derivative liabilities with changes in fair value of the liabilities reflected in the consolidated and combined statements of operations and comprehensive loss as changes in fair value of derivative liabilities. The table below discloses the accounting values assigned to the Series A, Series B and Series C preferred stock for the years ended December 31, 2015, 2014 and 2013. The Company recorded the Series A, Series B and Series C redeemable convertible stock at fair value upon issuance, with their carrying value increased by periodic accretion to their redemption value. SERIES A PREFERRED STOCK AQXP CANADA EXCHANGEABLE PREFERRED AQUINOX USA PREFERRED STOCK NUMBER AMOUNT NUMBER AMOUNT BALANCE – December 31, 2012 791,016 $ 12,320 662,875 $ 10,308 Accretion for liquidation preference on preferred stock — 988 — 831 Accretion for share issuance costs on preferred stock — 21 — 18 BALANCE – December 31, 2013 791,016 13,329 662,875 11,157 Accretion for liquidation preference on preferred stock — 190 — 160 Accretion for share issuance costs on preferred stock — 75 — 50 Conversion of preferred stock into Aquinox USA common stock (791,016 ) (13,594 ) (662,875 ) (11,367 ) BALANCE – December 31, 2014 — $ — — $ — BALANCE – December 31, 2015 — $ — — $ — SERIES B PREFERRED STOCK AQXP CANADA EXCHANGEABLE PREFERRED AQUINOX USA PREFERRED STOCK NUMBER AMOUNT NUMBER AMOUNT BALANCE – December 31, 2012 793,617 $ 9,863 1,573,797 $ 19,483 Accretion for liquidation preference on preferred stock — 781 — 1,551 Accretion for share issuance costs on preferred stock — 18 — 33 Amortization of warrant discount — 22 — 24 BALANCE – December 31, 2013 793,617 10,684 1,573,797 21,091 Accretion for liquidation preference on preferred stock — 154 — 298 Accretion for share issuance costs on preferred stock — 44 — 99 Amortization of warrant discount — 27 — 85 Conversion of preferred stock into Aquinox USA common stock (793,617 ) (10,909 ) (1,573,797 ) (21,573 ) BALANCE – December 31, 2014 — $ — — $ — BALANCE – December 31, 2015 — $ — — $ — SERIES C PREFERRED STOCK AQXP CANADA EXCHANGEABLE PREFERRED AQUINOX USA PREFERRED STOCK NUMBER AMOUNT NUMBER AMOUNT BALANCE – December 31, 2013 378,786 $ 3,831 1,343,424 $ 13,766 Accretion for liquidation preference on preferred stock — 61 — 273 Accretion for share issuance costs on preferred stock — 42 — 149 Amortization of redemption option discount — 393 — 1,379 Conversion of preferred stock into Aquinox USA common stock (378,786 ) (4,327 ) (1,343,424 ) (15,567 ) BALANCE – December 31, 2014 — $ — — $ — BALANCE – December 31, 2015 — $ — — $ — (d) Redeemable convertible preferred stock and stockholders’ (deficit) equity On February 27, 2014, the Company effected a 1-for-19.2 reverse stock split of Aquinox USA’s common stock and convertible preferred stock and AQXP Canada’s common exchangeable shares and exchangeable preferred shares. All per share amounts and numbers of shares within the consolidated and combined financial statements and notes are presented on a post-split basis. On March 12, 2014, immediately prior to the closing of the IPO, the Company underwent a reorganization, which resulted in a simplification of its capital structure. Each of the 301,745 outstanding common exchangeable shares of AQXP Canada was transferred to Aquinox USA in exchange for one share of common stock of Aquinox USA. Each of the 791,016 outstanding Series A exchangeable preferred shares, 793,617 outstanding Series B exchangeable preferred shares and 378,786 outstanding Series C exchangeable preferred share of AQXP Canada was transferred to Aquinox USA in exchange for one share of Series A, B and C convertible preferred stock of Aquinox USA, respectively. As a result, following such exchange, there were 1,453,891 shares of Series A, 2,367,414 shares of Series B and 1,722,210 shares of Series C convertible preferred stock of Aquinox USA. Following the completion of the exchange and conversion, all special voting shares of AQXP Canada and all special voting stock of Aquinox USA were redeemed for a nominal amount and all exchangeable preferred shares of AQXP Canada, now held by Aquinox USA, were converted to common exchangeable shares of AQXP Canada. As a result of the reorganization, AQXP Canada became a 100% owned subsidiary of Aquinox USA. Subsequent to this reorganization, all 5,543,515 of the outstanding shares of redeemable convertible preferred stock of Aquinox USA converted to an equivalent number of shares of common stock of Aquinox USA. The exchange and conversion resulted in the derecognition of non-cash accrued tax payable of $1,797 and the derecognition of the derivative liability for the redemption option on preferred stock of $800. On March 12, 2014, the Company adopted an amended and restated certificate of incorporation for Aquinox USA, which authorized two classes of stock, common and preferred. The total number of shares Aquinox USA is authorized to issue is 55,000,000 shares, comprised of 50,000,000 shares of common stock and 5,000,000 shares of preferred stock both with a par value of $0.000001 per share. As of December 31, 2015 and December 31, 2014, no shares of preferred stock were issued or outstanding. |
Common stock
Common stock | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Common stock | 8. Common stock (a) Authorized Aquinox USA is authorized to issue 50,000,000 shares of common stock with a par value of $0.000001 per share (December 31, 2014 – 50,000,000). As of December 31, 2015, total number of shares of common stock issued and outstanding was 17,211,986 (December 31, 2014 – 10,695,108). (b) Public offering On March 12, 2014, the Company completed its IPO of 4,830,000 shares of its common stock at a price to the public of $11.00 per share. The aggregate net proceeds received by the Company from the offering, net of underwriting discounts and commissions and offering costs of $5.8 million, were $47.3 million. On September 15, 2015, the Company completed an underwritten public offering of 6,325,000 shares of its common stock at a price to the public of $15.50 per share. The aggregate net proceeds received by the Company from the offering, net of underwriting commissions and offering costs of approximately $6.2 million, were $91.8 million. (c) Stock option plan On January 27, 2014, the stockholders of Aquinox USA approved a 2014 Equity Incentive Plan (“2014 Plan”). The 2014 Plan became effective on the date of the prospectus for the IPO, March 6, 2014. The 2014 Plan is the successor to and continuation of the Joint Canadian Stock Option Plan (the “2006 Plan”). No further grants will be made under the 2006 Plan. The 2014 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards, and other forms of equity awards to employees, directors, and consultants. As of December 31, 2015, the maximum number of shares of common stock that may be issued under the 2014 Plan was 1,271,756, which number includes a number of shares of common stock equal to (i) 477,957 new shares, plus (ii) 793,799, the number of shares reserved for issuance under the 2006 Plan at the time the 2014 Plan became effective, plus (iii) any shares subject to stock options or other stock awards granted under the 2006 Plan that would have otherwise returned to the 2006 Plan, such as upon the expiration or termination of a stock award prior to vesting. Additionally, the number of shares of common stock reserved for issuance under the 2014 Plan will automatically increase on January 1 of each year for a period of up to 10 years, beginning on January 1, 2015 and ending on and including January 1, 2024, by 4% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the board of directors. At December 31, 2015, the number of options available to be granted was 793,799 (December 31, 2014 – 598,812). Stock option transactions and the number of stock options outstanding are summarized below: NUMBER OF SHARES WEIGHTED WEIGHTED (IN YEARS) AGGREGATE Outstanding at December 31, 2014 824,604 $ 6.79 7.16 $ 789 Options granted 294,250 11.51 Options exercised (191,878 ) 5.99 Options forfeited (49,349 ) 9.58 Options expired (12,170 ) 7.95 Outstanding at December 31, 2015 865,457 $ 9.75 7.56 $ 2,393 Exercisable as of December 31, 2015 418,064 $ 8.33 6.31 $ 1,748 During the year ended December 31, 2015, the Company granted 264,250 stock options to employees and 30,000 stock options to directors. The stock options granted to employees have exercise price per share ranging from $7.45 to $13.66 and vest 25% one year after the beginning of the vesting period and thereafter ratably each month over the following thirty-six months. The stock options granted to directors have an exercise price per share of $12.03 and vest over three years in equal annual installments from the beginning of the vesting period. All stock options under the 2014 Plan are subject to a 10 year expiration period. During the year ended December 31, 2015, 191,878 shares of common stock were issued upon exercise of options with an aggregate intrinsic value of $2,325. (d) Stock-based compensation The fair value of stock options granted is estimated using the Black-Scholes option pricing model with the following weighted average assumptions: DECEMBER 31, 2015 DECEMBER 31, DECEMBER 31, Expected volatility 97 % 108 % 94 % Expected dividends 0 % 0 % 0 % Expected terms (years) 6.00 6.00 6.25 Risk free rate 1.48 % 1.67 % 2.11 % Weighted average grant-date fair value of stock options $ 8.91 $ 8.19 $ 0.40 Stock options are granted with exercise prices as determined by the Board of Directors at the date of grant. The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. As prior to the completion of the IPO in March 2014, the Company was a private company, the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted. The Company has based its expected term for awards issued to employees on the simplified method, which represents the average period from vesting to the expiration of the stock option. In addition, the Company does not have sufficient trading history for the Company’s common stock, and therefore, the expected stock price volatility for the Company’s common stock was estimated by taking the average historical price volatility for industry peers. The Company has never declared or paid any cash dividends to common stockholders and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. The risk-free interest rate was based on the yields of treasury securities with maturities similar to the expected term of the options for each option group. The Company amortizes the fair value of the stock options on a straight-line basis over the applicable requisite service periods of the awards, which is generally the vesting period. The weighted average grant date fair values of stock options granted for the years ended December 31, 2015, 2014 and 2013 were $8.91, $8.19 and $0.40, respectively. Stock-based compensation expense charged to operating expenses was $1,506, $854 and $349 for the years ended December 31, 2015, 2014 and 2013, respectively. Total unrecognized compensation cost for all stock-based compensation plans was $3,180 as of December 31, 2015, which is expected to be recognized over a weighted-average period of 2.58 years. |
Net loss per share
Net loss per share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net loss per share | 9. Net loss per share In connection with the IPO, the Company’s capital structure was reorganized such that AQXP Canada became a wholly owned subsidiary of Aquinox USA, and the holders of the preferred shares of AQXP Canada and common shares of AQXP Canada exchanged their shares for shares of preferred stock or common stock, respectively, of Aquinox USA (see Note 7(d)). In addition, the holders of preferred shares of Aquinox USA converted their shares into shares of common stock of Aquinox USA. In connection with the IPO, the Company effected a 1-for-19.2 reverse stock split. The common stock, options and warrants outstanding as of the completion of the reorganization were 5,845,260 shares, 628,754 options and 11,363 warrants, respectively. Basic and diluted earnings per share has been retroactively restated for all periods prior to the reorganization. Basic and diluted net loss per common share are presented using the two-class method required for participating securities. If a dividend is paid on common stock, the holders of preferred stock are entitled to a proportionate share of any such dividend as if they were holders of common stock (on an if-converted basis). The Company considered its preferred stock to be participating securities and, in accordance with the two-class method, earnings allocated to participating securities and the related number of outstanding shares of participating securities have been excluded from the computation of basic and diluted net loss per common share. The Company considers the Aquinox USA common stock to be their participating stock that is subordinate to all other stock or shares of the Company. These shares are used by the Company when computing its loss per share. Under the two-class method, net loss attributable to common stockholders is determined by allocating undistributed loss between common stock and participating securities. Undistributed loss is calculated as net loss less distributed loss, accretion of liquidation preference on preferred stock, accretion of share issuance costs on preferred stock, and tax expense on preferred stock. As holders of preferred stock, holders of stock options and holders of common stock warrants do not have contractual obligations to share in the losses of the Company, the net loss attributable to common stockholders for each period is not allocated between common stock and participating securities. Accordingly, outstanding stock options, common stock warrants and preferred stock are excluded from the calculation of basic and diluted net loss per share as the effect would have been anti-dilutive. The detail of the computation of basic and diluted earnings per share is as follows: DECEMBER 31, DECEMBER 31, DECEMBER 31, Numerator Net loss $ (21,860 ) $ (24,027 ) $ (8,729 ) Accretion for liquidation preference on preferred stock — (1,133 ) (5,351 ) Accretion for share issuance costs on preferred stock — (20 ) (123 ) Tax expense on preferred stock — (100 ) (738 ) Reversal of tax payable on preferred stock due to conversion of preferred stock — 1,898 — Extinguishment of remaining share issuance costs due to conversion of preferred stock — (439 ) — Total loss attributable to common stockholders $ (21,860 ) $ (23,821 ) $ (14,941 ) Denominator Weighted average shares used to compute basic and diluted net loss per common share 12,637,839 8,667,387 301,745 Net loss per share attributable to common stockholders – basic and diluted $ (1.73 ) $ (2.75 ) $ (49.52 ) The following have been excluded from the computation of basic and diluted net loss per share as their effect would have been antidilutive: DECEMBER 31, DECEMBER 31, DECEMBER 31, Convertible preferred stock — — 5,543,515 Outstanding stock options 865,457 824,608 628,754 Common stock warrants 11,363 11,363 11,363 Total 876,820 835,971 6,183,632 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 10. Income taxes Income tax recovery varies from the amounts that would be computed by applying the expected Canadian income tax rate (26%) and U.S. income tax rates (35%). The combined Canadian and U.S. income tax rates of 27.4% (2014 – 27.3%; 2013 – 25.6%) was applied to loss before income taxes as shown in the following table: DECEMBER 31, DECEMBER 31, DECEMBER 31, Computed taxes at combined Canadian and U.S. tax rates $ (5,997 ) $ (6,561 ) $ (2,235 ) Change in Canadian tax rate 26 — (364 ) Non-deductible expenses 446 185 94 Investment tax credits (i) — — (5 ) Change in valuation allowance 5,525 4,519 2,500 Reversal of tax benefit related to taxable preferred stock — 1,685 — Other impact upon conversion of taxable preferred stock — 172 5 Income tax recovery (i) $ — $ — $ (5 ) (i) Income tax recovery for the years ended December 31, 2015, 2014 and 2013 were all related to AQXP Canada’s Canadian investment tax credits. For periods prior to June 2010, AQXP Canada was able to claim Canadian refundable investment tax credits. As described in Note 2(i), when investment tax credits subsequently received are less or more than originally recorded, the difference is treated as a change in estimate and recorded as part of current income tax recovery. DECEMBER 31, DECEMBER 31, DECEMBER 31, Net (loss) income before taxes: Canada $ (18,382 ) $ (20,538 ) $ (8,881 ) U.S. (3,478 ) (3,489 ) 147 Total $ (21,860 ) $ (24,027 ) $ (8,734 ) Deferred income tax assets and liabilities result from the temporary differences between the amount of assets and liabilities recognized for financial statement and income tax purposes. The significant components of the deferred income tax assets are as follows: DECEMBER 31, DECEMBER 31, Canadian net operating losses $ 18,282 $ 13,858 U.S. net operating losses 2,499 1,403 Research and development deductions and credits 4,947 4,947 Other 410 405 Less: valuation allowance (26,138 ) (20,613 ) Net deferred income tax assets $ — $ — At December 31, 2015, the Company had net Canadian operating losses carried forward for tax purposes which were available to reduce taxable income of future years of approximately $70,316 (December 31, 2014 – approximately $53,302) expiring commencing in 2026 through 2035, and net US operating losses carried forward for tax purposes which were available to reduce taxable income of future years of approximately $7,140 (December 31, 2014 – approximately $4,009). The Company also had unclaimed Canadian tax deductions with no expiry for scientific research and experimental development expenditures of approximately $10,532 at December 31, 2015 (December 31, 2014 –approximately $10,532). In addition, at December 31, 2015, the Company had approximately $2,698 (December 31, 2014 – approximately $2,698) of investment tax credits available to offset Canadian federal and provincial taxes payable expiring commencing in 2019 through 2033. Prior to the reorganization on March 12, 2014, the Company accrued non-current tax payable with respect to Canadian tax rules which impose a tax on Canadian corporation taxable preferred shares and their liquidation rights (See Note 7). Upon the stock converting into common shares at the time of the reorganization (See Note 7(d)), the accrued tax payable amount was derecognized in the financial statements. At December 31, 2015, the Company had accrued a non-current tax payable on preferred stock of $0 (December 31, 2014 – $0). Under ASC 740, the benefit of an uncertain tax position that is more likely than not of being sustained upon audit by the relevant taxing authority must be recognized at the largest amount that is more likely than not to be sustained. No portion of the benefit of an uncertain tax position may be recognized if the position has less than a 50% likelihood of being sustained. The Company currently does not have any unrecognized tax benefits of uncertain tax positions. The Company does not expect any significant increases to its unrecognized tax benefits within twelve months of the reporting date. The Company currently files income tax returns in the United States and Canada, the jurisdictions in which the Company believes that it is subject to tax. Further, while the statute of limitations in each jurisdiction where an income tax return has been filed generally limits the examination period, as a result of loss carry-forwards, the limitation period for examination generally does not expire until several years after the loss carry-forwards are utilized. Other than routine audits by tax authorities for tax credits and tax refunds that the Company has claimed, management is not aware of any other material income tax examination currently in progress by any taxing jurisdiction. |
Financial instruments
Financial instruments | 12 Months Ended |
Dec. 31, 2015 | |
Investments, All Other Investments [Abstract] | |
Financial instruments | 11. Financial instruments Securities classified as available for sale The Company’s short-term investments and long-term investments consist of available-for-sale securities as follows: December 31, 2015 Amortized cost Gross Gross Fair value Short-term investments: U.S. treasury securities $ 33,014 $ — $ (61 ) $ 32,953 U.S. government agency securities 2,003 — — 2,003 $ 35,017 $ — $ (61 ) $ 34,956 Long-term investments: U.S. government agency securities $ 38,687 $ — $ (229 ) $ 38,458 Contractual maturities: Due within one year $ 35,017 $ 34,956 Due after one year through two years 38,687 38,458 December 31, 2014 Amortized cost Gross Gross Fair value Short-term investments: U.S. treasury securities $ 12,199 $ — $ (5 ) $ 12,194 U.S. government agency securities 11,996 1 — 11,997 $ 24,195 $ 1 $ (5 ) $ 24,191 Long-term investments: U.S. government agency securities $ 2,003 $ — $ — $ 2,003 Contractual maturities: Due within one year $ 24,195 $ 24,191 Due after one year through two years 2,003 2,003 The aggregate estimated fair value of the Company’s investments with unrealized losses are as follows: Period of continuous unrealized loss 12 months or less Greater than 12 months December 31, 2015 Fair value Gross Fair value Gross U.S. treasury securities $ 32,953 $ (61 ) NA NA U.S. Government agency securities 38,458 (229 ) N/A N/A December 31, 2014 $ 12,194 $ (5 ) NA NA Fair value of financial instruments The fair value of the Company’s financial instruments are determined according to a fair value hierarchy that prioritizes the inputs and assumptions used, and the valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The determination of a financial instrument’s level within the fair value hierarchy is based on an assessment of the lowest level of any input that is significant to the fair value measurement. The Company considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The carrying amounts of certain of the Company’s financial instruments including cash, cash equivalents, accounts and other amounts receivable, accounts payable and other liabilities, approximate their fair values because of their nature and/or short maturities. The Company holds short and long-term investments that are classified as available-for-sale securities, which are measured at fair value determined on a recurring basis according to the fair value hierarchy. The following tables present the fair value of our financial instruments that are measured at fair value on a recurring basis: QUOTED PRICES IN (LEVEL 1) OTHER (LEVEL 2) SIGNIFICANT (LEVEL 3) TOTAL BALANCES – December 31, 2015 Short-term investments – U.S. treasury securities $ 32,953 — — $ 32,953 Short-term investments – U.S. government agency securities 2,003 — — 2,003 Long-term investments – U.S. treasury securities 38,458 — — 38,458 Long-term investments – U.S. government agency securities — — — — Bank loan warrant derivative liabilities — — (124 ) (124 ) $ 73,414 $ — $ (124 ) $ 73,290 BALANCES – December 31, 2014 Short-term investments – U.S. treasury securities $ 12,194 — — $ 12,194 Short-term investments – U.S. government agency securities 11,997 — — 11,997 Investments – U.S. treasury securities — — — — Investments – U.S. government agency securities 2,003 — — 2,003 Bank loan warrant derivative liabilities — — (72 ) (72 ) $ 26,194 $ — $ (72 ) $ 26,122 Level 1 instruments, which include investments that are valued based on quoted market prices in active markets, consisted of U.S. Treasury and U.S. government agency securities. Level 2 instruments, which include investments for which all significant inputs are observable, consisted of bank term deposits. Level 3 instruments consisted of the Company’s preferred stock embedded feature and warrants which are accounted for as derivative liabilities. The Company used Level 3 inputs for the valuation methodology of the derivative liabilities. The estimated fair values were computed using a Black-Scholes option pricing model which incorporates a number of assumptions and judgments to estimate the fair value of these derivative liabilities including the fair value per share of the underlying stock, remaining contractual term of the warrants and redeemable convertible preferred stock, risk-free interest rate, expected dividend yield, credit spread, and expected volatility of the underlying stock. The derivative liabilities are adjusted to reflect estimated fair value at each period end, with any decrease or increase in the estimated fair value being recorded in change in fair value of derivative liabilities: Fair value of significant unobservable inputs (Level 3): BANK LOAN BALANCES – December 31, 2014 $ 72 Change in fair value of derivative liabilities 52 BALANCES – December 31, 2015 $ 124 There were no transfers between Levels 1, 2, and 3 during the years ended December 31, 2015 and December 31, 2014. At December 31, 2015, the Company had short-term investments consisting of available for sale securities of $34,956 and long-term investments consisting of available for sale securities of $38,458. Total gains for securities were $96 as of December 31, 2015. The Company’s long-term investments had contractual maturities of less than 24 months. |
License and patent agreements
License and patent agreements | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
License and patent agreements | 12. License and patent agreements The Company has an agreement with Biolipox AB of Sweden for patent rights relating exclusively or principally to a specific class of compounds, which include AQX-1125. The terms of the agreement required the Company to pay CAD $50 immediately. Upon the first submission to the FDA of an Investigational New Drug (IND) for a compound from the acquired class of compounds, the Company was required to pay an additional CAD $250 in exchangeable shares. In June 2014, the Company issued 19,762 shares of common stock to Biolipox AB as payment for achievement of this milestone upon the first submission to the FDA of an IND for AQX-1125. A further one-time CAD $3,000 milestone payment will be payable within 30 days of the commitment of financial resources by the Boards of Directors to advance one of the compounds from the acquired class of compounds into a Phase 3 clinical trial. Certain other milestone payments, totaling CAD $1,500 are payable upon the first commercial sale following regulatory approval of the first compound in each of the United States, Europe and Japan. The development of the technology is actively proceeding. There are no royalty payments due under this agreement as at December 31, 2015. The Company has an exclusive license agreement with the University of British Columbia for a worldwide license to certain small molecule compounds and pharmaceutical compositions that are modulators of SHIP1 activity. The agreement expires at the earlier of the last expiry of any patent obtained related to the technology or through enactment of one of the termination clauses stipulated in the agreement. The Company paid annual maintenance fees of CAD $1 related to this agreement for the year ended December 31, 2015 (December 31, 2014—CAD $1) and have contingent payments totaling up to CAD $2,200 for the first drug product and CAD $1,500 for each subsequent drug product plus low single-digit royalties. The Company does not currently have any product candidates under development that are covered by the UBC license agreement. The Company has an agreement with the British Columbia Cancer Agency and StemCell Technologies, Inc. for the assignment to the Company of certain patents to technology relating to SHIP1 in return for low single-digit royalty payment on product sales or low double-digit percentage of sublicense revenue. The agreement is to expire at the later of 20 years from the effective date of the agreement or upon the expiration of the last patent covered by the license. The Company incurred maintenance fees of CAD $5 related to this agreement during the years ended December 31, 2015, 2014 and 2013. The Company does not currently have any product candidates under development that are covered by this agreement. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 13. Commitments and contingencies TOTAL LESS THAN ONE YEAR 1-3 YEARS 3-5 YEARS MORE THAN 5 YEARS Milestone payment (1) $ 2,160 $ 2,160 $ — $ — $ — Operating lease obligations (2) 35 35 — — — $ 2,195 $ 2,195 $ — $ — $ — 1. Under the Asset Purchase Agreement dated August 19, 2009 between the Company and Biolipox AB, upon the commitment of financial resources by our Board of Directors to advance AQX-1125 into a Phase 3 trial, a CAD $3 million milestone payment will be due to Biolipox AB. The dollar amounts shown in these columns reflect the US$ equivalent of the obligations. The amounts were converted to U.S. dollars from CAD dollars using the December 31, 2015 daily noon exchange rate of US$0.72. 2. AQXP Canada has a lease agreement for office space which commenced on January 1, 2014 and expires March 31, 2016. The dollar amounts shown in these columns reflect the US$ equivalent of the obligations. The amounts were converted to U.S. dollars from CAD dollars using the December 31, 2015 daily noon exchange rate of US$0.72. On January 1, 2016, the Company entered into a lease agreement for approximately 3,520 square feet of office space in San Bruno, California, that expires on December 31, 2018, with the option to extend the lease to December 31, 2021. The Company will be obligated to pay approximately $154 in annual basic rent for the first year, which shall increase to $159 in the second year and $164 in the third year. In addition to the basic rent, the Company will be obligated to pay for taxes, operating costs, utilities, additional services and other amounts. The operating lease obligation related to this office lease agreement is not included in the table above as the agreement was signed after December 31, 2015. On February 5, 2016, the Company signed a lease agreement to renew and expand the Canadian office space to approximately 10,946 square feet which is effective November 1, 2016 and expires October 31, 2021, with the option to extend the lease to October 31, 2026. The Company will be obligated to pay approximately CAD $252 in annual basic rent for each of the first two years, which shall increase to approximately CAD $263 for the third year and CAD $274 for each of the fourth and fifth years. In addition to the basic rent, the Company will be obligated to pay for taxes, operating costs, utilities, additional services and other amounts. The operating lease obligation related to this office lease agreement is not included in the table above as the agreement was signed after December 31, 2015. In the ordinary course of business, the Company may be subject from time to time to various proceedings, lawsuits, disputes, or claims. Although the Company cannot predict with assurance the outcome of any litigation, they do not believe there are currently any such actions that, if resolved unfavorable, would have a material impact on the Company’s financial condition, results of operations or cash flows. |
Basis of presentation and sum21
Basis of presentation and summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of presentation | (a) Basis of presentation The accompanying consolidated and combined financial statements are presented in United States (“U.S.”) dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Unless indicated otherwise, all amounts herein are expressed in thousands of dollars. Through a reorganization on March 12, 2014, AQXP Canada became a wholly owned subsidiary of Aquinox USA (see Note 7(d)). Prior to the reorganization, management determined that AQXP Canada and Aquinox USA were entities under common control as each of AQXP Canada and Aquinox USA were owned beneficially by identical shareholders and as such the basis of presentation of financial results prior to March 12, 2014 was on a combined basis. Subsequent to March 12, 2014, the basis of presentation of the financial results is on a consolidated basis. All intercompany transactions have been eliminated. Certain presentation related to the effect of foreign exchange on cash and cash equivalents in the consolidated and combined statement of cash flows for the year ended December 31, 2014 and 2013 were corrected which resulted in a reclassification from “Foreign exchange loss and others” of $320 and $116, respectively, to “Effect of exchange rate changes on cash and cash equivalents” in the respective consolidated and combined statements of cash flows. The Company concluded that the reclassification and correction were immaterial to the consolidated and combined financial statements for the year ended December 31, 2014 and 2013. |
Capital requirements | (b) Capital requirements The Company operates in a capital intensive business. To finance its operations, the Company is likely to require additional capital. The Company may seek to raise funds through equity or debt financing. There is no assurance that financing will be available to the Company or at terms acceptable to the Company. Failure to obtain sufficient funds on acceptable terms can have a negative impact on the Company’s business, results of operations, financial condition, cash flows and future prospects. |
Foreign currency translation and transactions | (c) Foreign currency translation and transactions The functional currency of the Company and its subsidiary is the U.S. dollar. Monetary assets and liabilities of the Company’s operations denominated in a currency other than the U.S. dollar are re-measured into U.S. dollars at the exchange rate prevailing as at the balance sheet date. Non-monetary assets and liabilities are translated at historical exchange rates prevailing at each transaction date. Income and expenses are re-measured at the average exchange rates prevailing during the period, with the exception of amortization which is translated at historical exchange rates. Exchange gains and losses on translation are included in the consolidated and combined statements of operations and comprehensive loss. |
Use of estimates and assumptions | (d) Use of estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP 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 expenses during the reporting period. Significant areas requiring management estimates include whether the use of the going concern assumption is appropriate, valuation of stock options and warrants, amortization and depreciation, accrual of expenses, valuation allowance for deferred income taxes, and contingencies. Actual results could differ from those estimates. |
Cash and cash equivalents | (e) Cash and cash equivalents All highly liquid investments with maturities of three months or less at the date of acquisition are considered to be cash equivalents. |
Short and long term investments | (f) Short and long term investments Short-term investments consist of bank term deposits and U.S. government agency securities with initial maturities of less than a year. Long-term investments consist of U.S. treasury securities with initial maturities of greater than a year but less than two years. Short-term investments and long-term investments are both classified as available-for-sale and carried at their estimated fair value with unrealized gains and losses recorded as a component of other comprehensive income. Realized gains and losses are recorded in net loss. The Company periodically reviews its investments for impairment and when a decline in market value is deemed to be other than temporary, the loss is recognized in net loss. |
Property and equipment | (g) Property and equipment Property and equipment are recorded at cost less accumulated amortization. Amortization of property and equipment has been provided using the straight-line basis over a range of five years, except for leasehold improvements which are amortized over the lesser of useful life and term of the lease. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on management’s assessment there was no impairment of property and equipment as at December 31, 2015 and 2014. |
Clinical trial accruals | (h) Clinical trial accruals As part of the process of preparing financial statements, the Company is required to estimate expenses resulting from its obligations under contracts with vendors, consultants and clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations which vary contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company’s objective is to reflect the appropriate clinical trial expenses in the financial statements by matching those expenses with the period in which services and efforts are expended. The Company accounts for these expenses according to the progress of the trial as measured by patient progression and the timing of various aspects of the trial. During the course of a clinical trial, the Company adjusts the rate of clinical trial expense recognition if actual results differ from estimates. The Company prepares estimates of accrued expenses as of each balance sheet date in the financial statements based on facts and circumstances known at that time. Although the Company does not expect the estimates to be materially different from amounts actually incurred, the Company’s understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in the Company reporting amounts that are too high or too low for any particular period. The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. |
Taxes | (i) Taxes The Company accounts for income taxes using ASC 740, Income Taxes which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, ASC 740 generally considers all expected future events other than enactments of and changes in the tax law or rates. The measurement of deferred tax assets is reduced, if necessary, by the extent of the valuation allowance. ASC 740 clarifies the criteria that must be met prior to recognition of the financial statement benefit of a position taken in a tax return. ASC 740 provides a benefit recognition model with a two-step approach consisting of a “more-likely-than-not” recognition criteria, and a measurement attribute that measures a given tax position as the largest amount of tax benefits that are more than 50% likely of being realized upon ultimate settlement. ASC 740 also requires the recognition of liabilities created by differences between tax positions taken in a tax return and amounts recognized in the financial statements. Investment tax credits relating to scientific research and experimental development are accounted for in operating expenses. To the extent there is reasonable assurance the credits will be realized, they are recorded in the period the related expenditure is made as an income tax (provision) recovery. If investment tax credit amounts subsequently received are less or more than originally recorded, the difference is treated as a change in estimate. Canadian tax rules impose a tax with respect to Canadian corporation taxable preferred stock and their liquidation rights. In prior periods, AQXP Canada has recorded this tax on preferred stock as a non-current accrued tax payable on its balance sheet, on the same basis as it recorded the accretion of preferred stock. |
Research and development costs | (j) Research and development costs Research and development costs are charged to expense as incurred and include items such as: employee related expenses, including salaries and benefits, expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical trials and preclinical studies, the cost of acquiring, developing and manufacturing clinical trial materials, facilities, and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, and other supplies and costs associated with clinical trials, preclinical activities, and regulatory operations. Development costs are expensed in the period incurred unless management believes a development project meets generally accepted accounting criteria for deferral and amortization. No product development expenditures have been deferred to date. The Company records costs for certain development activities, such as clinical trials, based on management’s evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information provided to the Company by vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated and combined financial statements as prepaid or accrued expense. |
Accounting for stock-based compensation | (k) Accounting for stock-based compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost of such award will be recognized over the period during which services are provided in exchange for the award, generally the vesting period. All share-based payments to employees are recognized in the financial statements based upon their respective grant date fair values. The Company estimates the fair value of options granted using the Black-Scholes option pricing model. This approximation uses assumptions regarding a number of inputs that requires management to make significant estimates and judgments. Prior to the completion of the IPO in March 2014, the Company’s common stock was not publicly traded. As a result, the expected volatility assumption is based on industry peer information due to insufficient trading history of the Company’s common stock. Additionally, because the Company has no significant history to calculate the expected term, the simplified method calculation was used. |
Segment reporting | (l) Segment reporting The Company operates in one segment, the identification and development of therapeutics for inflammatory diseases and cancer. All of the Company’s operations are performed in Canada. Total assets held in the U.S., comprised primarily of cash and cash equivalents, prepayments, short-term investments and long-term investments, were $111,366 as of December 31, 2015 (December 31, 2014 – $33,102). |
Net Loss per share | (m) Net Loss per share Basic net loss per common share is computed by dividing loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options and warrants. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. |
Derivative liabilities and fair value of financial instruments | (n) Derivative liabilities and fair value of financial instruments The Company accounts for currently outstanding detachable warrants to purchase common stock as liabilities as they are freestanding derivative financial instruments. The warrants are recorded as liabilities at fair value, estimated using a Black-Scholes option pricing model, and marked to market at each balance sheet date, with changes in the fair value of the derivative liabilities recorded in the consolidated and combined statements of operations and comprehensive loss. Prior to the Company’s IPO in March 2014, the Company had preferred stock with conversion and redemption features. All shares of preferred stock were converted to common shares upon the Company’s IPO. The Company allocated the total consideration received for issuing preferred stock and warrants based on the relative fair value of each security at the date of issuance. This allocation resulted in a discount to the initial carrying amount of the preferred stock at the date of issuance that was amortized over the life of the preferred stock and was recorded as “amortization of discount on preferred stock” in the consolidated and combined statements of operations and comprehensive loss. The Company also evaluated and accounted for the conversion and redemption options embedded in these convertible instruments as free standing derivative financial instruments and recorded these as preferred stock embedded derivatives on its consolidated balance sheets at fair value with changes in the fair values of these derivatives recorded in the consolidated and combined statements of operations and comprehensive loss. The Company applied the residual value method to record the fair value of warrants issued with loans as a discount to the initial carrying amount of loans at the date of issuance. Loans were measured at amortized cost using the effective interest method which is a method of calculating the amortized cost of a financial liability and allocating the effective interest expense over the term of the financial liability. Interest expense was recorded in interest expense and financing costs in the consolidated and combined statements of operations and comprehensive loss. The interest rate was the rate that exactly discounts estimated future cash payments throughout the term of the financial instrument to the net carrying amount of the financial liability. Debt issuance costs were capitalized, recorded as deferred financing costs, and were amortized into financing costs in the consolidated and combined statements of operations and comprehensive loss using the effective interest method. ASC 820, Fair Value Measurements Level 1– 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 for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the 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. |
Concentration of credit risk | (o) Concentration of credit risk Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist primarily of cash and cash equivalents, short-term investments and long-term investments. Cash, cash equivalents and investments are invested in accordance with the Company’s investment policy. The primary objective for the Company’s investment portfolio is the preservation of capital and maintenance of liquidity and includes guidelines on the quality of financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. |
Recently issued and recently adopted accounting standards | (p) Recently issued and recently adopted accounting standards In August 2014, the FASB issued ASU 2014-15 “Presentation of Financial Statements—Going Concern,” outlining management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern, along with the required disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016 with early adoption permitted. The Company does not anticipate a material impact to the Company’s financial statements as a result of this change. In November 2015, the FASB issued ASU 2015-17 “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes,” which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. It thus simplifies the current guidance, which requires entities to separately present deferred tax assets and deferred tax liabilities as current or noncurrent in a classified balance sheet. ASU 2015-17 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted. The Company does not anticipate a material impact to the Company’s financial statements as a result of this change. In January 2016, the FASB issued ASU 2016-01 “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017, with early adoption permitted under certain circumstances. The Company is currently assessing the impact of ASU 2016-01 on the Company’s financial statements. In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)”, which requires the recognition of right-of-use assets and lease liabilities by lessees for those leases with a lease term of greater than 12 months. Upon the adoption of ASU 2016-02, leases will be recognized and measured at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that companies may elect to apply. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. The Company is currently assessing the impact of ASU 2016-02 on the Company’s financial statements and whether to elect to apply the optional practical expedients under the modified retrospective approach. |
Risks and uncertainties | (q) Risks and uncertainties The Company is subject to numerous risks and uncertainties. These risks, among others, included the following: • the Company has no source of revenue, has an accumulated deficit of $111,276 as of December 31, 2015, may never become profitable and may incur substantial and increasing net losses for the foreseeable future as it continues development of, seeks regulatory approvals for, and potentially begins to commercialize AQX-1125, its lead product candidate, and any future product candidates; • the Company is likely to require additional capital to finance its operations which may not be available to it on acceptable terms, or at all; • the Company’s success is primarily dependent on the successful development, regulatory approval and commercialization of AQX-1125, its lead product candidate, and any future product candidates; • SHIP1 has not been validated as a target; • the Company is subject to regulatory approval processes that are lengthy, time consuming and inherently unpredictable; the Company may not be able to obtain approval for AQX-1125 or any future product candidates from the U.S. Food and Drug Administration, or FDA, or foreign regulatory authorities; • the Company’s intellectual property rights can be difficult and costly to protect; • the Company may not be able to recruit or retain key employees, including its senior management team; • the Company depends on the performance of third parties, including contract research organizations and third-party manufacturers; and • the Company faces competition from other pharmaceutical and biotechnology companies, academic institutions, governmental agencies, and public and private research institutions, among others. |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | DECEMBER DECEMBER Cash $ 2,133 $ 8,351 Cash equivalents 37,393 6,555 $ 39,526 $ 14,906 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | DECEMBER 31, 2015 COST ACCUMULATED NET BOOK Leasehold improvements $ 48 42 6 Office furniture, equipment and systems 131 48 83 $ 179 $ 90 $ 89 DECEMBER 31, 2014 COST ACCUMULATED NET BOOK Leasehold improvements $ 143 $ 110 $ 33 Office furniture, equipment and systems 239 167 72 $ 382 $ 277 $ 105 |
Accounts payable and other li24
Accounts payable and other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Other Liabilities | DECEMBER 31, 2015 DECEMBER 31, 2014 Trade accounts payable $ 2,205 $ 734 Accrued clinical trial fees 1,666 3,752 Accrued compensation and vacation 692 382 Accrued professional fees 128 247 Other liabilities 101 88 $ 4,792 $ 5,203 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Warrants Issued | NUMBER AMOUNT BALANCE – December 31, 2013 11,363 $ 221 Change in fair value of derivative liability — (149 ) BALANCE – December 31, 2014 11,363 72 Change in fair value of derivative liability — 52 BALANCE – December 31, 2015 11,363 $ 124 |
Summary of Future Payments under Capital Leases | At December 31, 2015, the future payments under the Company’s capital leases were as follows: AMOUNT 2016 $ 3 2017 3 2018 3 2019 2 Total minimum lease payments 11 Less: amount representing interest (1 ) Present value of future minimum lease payments 10 Less: current portion (3 ) Capital lease obligations, net of current portion – December 31, 2015 $ 7 |
Preferred stock (Tables)
Preferred stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Redeemable Convertible Stock at Fair Value upon Issuance | The table below discloses the accounting values assigned to the Series A, Series B and Series C preferred stock for the years ended December 31, 2015, 2014 and 2013. The Company recorded the Series A, Series B and Series C redeemable convertible stock at fair value upon issuance, with their carrying value increased by periodic accretion to their redemption value. SERIES A PREFERRED STOCK AQXP CANADA EXCHANGEABLE PREFERRED AQUINOX USA PREFERRED STOCK NUMBER AMOUNT NUMBER AMOUNT BALANCE – December 31, 2012 791,016 $ 12,320 662,875 $ 10,308 Accretion for liquidation preference on preferred stock — 988 — 831 Accretion for share issuance costs on preferred stock — 21 — 18 BALANCE – December 31, 2013 791,016 13,329 662,875 11,157 Accretion for liquidation preference on preferred stock — 190 — 160 Accretion for share issuance costs on preferred stock — 75 — 50 Conversion of preferred stock into Aquinox USA common stock (791,016 ) (13,594 ) (662,875 ) (11,367 ) BALANCE – December 31, 2014 — $ — — $ — BALANCE – December 31, 2015 — $ — — $ — SERIES B PREFERRED STOCK AQXP CANADA EXCHANGEABLE PREFERRED AQUINOX USA PREFERRED STOCK NUMBER AMOUNT NUMBER AMOUNT BALANCE – December 31, 2012 793,617 $ 9,863 1,573,797 $ 19,483 Accretion for liquidation preference on preferred stock — 781 — 1,551 Accretion for share issuance costs on preferred stock — 18 — 33 Amortization of warrant discount — 22 — 24 BALANCE – December 31, 2013 793,617 10,684 1,573,797 21,091 Accretion for liquidation preference on preferred stock — 154 — 298 Accretion for share issuance costs on preferred stock — 44 — 99 Amortization of warrant discount — 27 — 85 Conversion of preferred stock into Aquinox USA common stock (793,617 ) (10,909 ) (1,573,797 ) (21,573 ) BALANCE – December 31, 2014 — $ — — $ — BALANCE – December 31, 2015 — $ — — $ — SERIES C PREFERRED STOCK AQXP CANADA EXCHANGEABLE PREFERRED AQUINOX USA PREFERRED STOCK NUMBER AMOUNT NUMBER AMOUNT BALANCE – December 31, 2013 378,786 $ 3,831 1,343,424 $ 13,766 Accretion for liquidation preference on preferred stock — 61 — 273 Accretion for share issuance costs on preferred stock — 42 — 149 Amortization of redemption option discount — 393 — 1,379 Conversion of preferred stock into Aquinox USA common stock (378,786 ) (4,327 ) (1,343,424 ) (15,567 ) BALANCE – December 31, 2014 — $ — — $ — BALANCE – December 31, 2015 — $ — — $ — |
Common stock (Tables)
Common stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Stock Option Transactions and Number of Stock Options Outstanding | Stock option transactions and the number of stock options outstanding are summarized below: NUMBER OF SHARES WEIGHTED WEIGHTED (IN YEARS) AGGREGATE Outstanding at December 31, 2014 824,604 $ 6.79 7.16 $ 789 Options granted 294,250 11.51 Options exercised (191,878 ) 5.99 Options forfeited (49,349 ) 9.58 Options expired (12,170 ) 7.95 Outstanding at December 31, 2015 865,457 $ 9.75 7.56 $ 2,393 Exercisable as of December 31, 2015 418,064 $ 8.33 6.31 $ 1,748 |
Schedule of Weighted Average Assumptions | The fair value of stock options granted is estimated using the Black-Scholes option pricing model with the following weighted average assumptions: DECEMBER 31, 2015 DECEMBER 31, DECEMBER 31, Expected volatility 97 % 108 % 94 % Expected dividends 0 % 0 % 0 % Expected terms (years) 6.00 6.00 6.25 Risk free rate 1.48 % 1.67 % 2.11 % Weighted average grant-date fair value of stock options $ 8.91 $ 8.19 $ 0.40 |
Net loss per share (Tables)
Net loss per share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Share | The detail of the computation of basic and diluted earnings per share is as follows: DECEMBER 31, DECEMBER 31, DECEMBER 31, Numerator Net loss $ (21,860 ) $ (24,027 ) $ (8,729 ) Accretion for liquidation preference on preferred stock — (1,133 ) (5,351 ) Accretion for share issuance costs on preferred stock — (20 ) (123 ) Tax expense on preferred stock — (100 ) (738 ) Reversal of tax payable on preferred stock due to conversion of preferred stock — 1,898 — Extinguishment of remaining share issuance costs due to conversion of preferred stock — (439 ) — Total loss attributable to common stockholders $ (21,860 ) $ (23,821 ) $ (14,941 ) Denominator Weighted average shares used to compute basic and diluted net loss per common share 12,637,839 8,667,387 301,745 Net loss per share attributable to common stockholders – basic and diluted $ (1.73 ) $ (2.75 ) $ (49.52 ) |
Schedule of Antidilutive Securities Excluded from Computation of Basic and Diluted Net Loss Per Share | The following have been excluded from the computation of basic and diluted net loss per share as their effect would have been antidilutive: DECEMBER 31, DECEMBER 31, DECEMBER 31, Convertible preferred stock — — 5,543,515 Outstanding stock options 865,457 824,608 628,754 Common stock warrants 11,363 11,363 11,363 Total 876,820 835,971 6,183,632 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income tax Recovery | Income tax recovery varies from the amounts that would be computed by applying the expected Canadian income tax rate (26%) and U.S. income tax rates (35%). The combined Canadian and U.S. income tax rates of 27.4% (2014 – 27.3%; 2013 – 25.6%) was applied to loss before income taxes as shown in the following table: DECEMBER 31, DECEMBER 31, DECEMBER 31, Computed taxes at combined Canadian and U.S. tax rates $ (5,997 ) $ (6,561 ) $ (2,235 ) Change in Canadian tax rate 26 — (364 ) Non-deductible expenses 446 185 94 Investment tax credits (i) — — (5 ) Change in valuation allowance 5,525 4,519 2,500 Reversal of tax benefit related to taxable preferred stock — 1,685 — Other impact upon conversion of taxable preferred stock — 172 5 Income tax recovery (i) $ — $ — $ (5 ) (i) Income tax recovery for the years ended December 31, 2015, 2014 and 2013 were all related to AQXP Canada’s Canadian investment tax credits. For periods prior to June 2010, AQXP Canada was able to claim Canadian refundable investment tax credits. As described in Note 2(i), when investment tax credits subsequently received are less or more than originally recorded, the difference is treated as a change in estimate and recorded as part of current income tax recovery. |
Schedule of Net (Loss) Income Before Taxes | DECEMBER 31, DECEMBER 31, DECEMBER 31, Net (loss) income before taxes: Canada $ (18,382 ) $ (20,538 ) $ (8,881 ) U.S. (3,478 ) (3,489 ) 147 Total $ (21,860 ) $ (24,027 ) $ (8,734 ) |
Components of Deferred Income Tax Assets | The significant components of the deferred income tax assets are as follows: DECEMBER 31, DECEMBER 31, Canadian net operating losses $ 18,282 $ 13,858 U.S. net operating losses 2,499 1,403 Research and development deductions and credits 4,947 4,947 Other 410 405 Less: valuation allowance (26,138 ) (20,613 ) Net deferred income tax assets $ — $ — |
Financial instruments (Tables)
Financial instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments, All Other Investments [Abstract] | |
Summary of Short-Term Investments and Long-Term Investments of Available-for-Sale Securities | The Company’s short-term investments and long-term investments consist of available-for-sale securities as follows: December 31, 2015 Amortized cost Gross Gross Fair value Short-term investments: U.S. treasury securities $ 33,014 $ — $ (61 ) $ 32,953 U.S. government agency securities 2,003 — — 2,003 $ 35,017 $ — $ (61 ) $ 34,956 Long-term investments: U.S. government agency securities $ 38,687 $ — $ (229 ) $ 38,458 Contractual maturities: Due within one year $ 35,017 $ 34,956 Due after one year through two years 38,687 38,458 December 31, 2014 Amortized cost Gross Gross Fair value Short-term investments: U.S. treasury securities $ 12,199 $ — $ (5 ) $ 12,194 U.S. government agency securities 11,996 1 — 11,997 $ 24,195 $ 1 $ (5 ) $ 24,191 Long-term investments: U.S. government agency securities $ 2,003 $ — $ — $ 2,003 Contractual maturities: Due within one year $ 24,195 $ 24,191 Due after one year through two years 2,003 2,003 |
Aggregate Estimated Fair Value of Investments with Unrealized Losses | The aggregate estimated fair value of the Company’s investments with unrealized losses are as follows: Period of continuous unrealized loss 12 months or less Greater than 12 months December 31, 2015 Fair value Gross Fair value Gross U.S. treasury securities $ 32,953 $ (61 ) NA NA U.S. Government agency securities 38,458 (229 ) N/A N/A December 31, 2014 $ 12,194 $ (5 ) NA NA |
Fair Value of Financial Instruments Measured At Fair Value on a Recurring Basis | The following tables present the fair value of our financial instruments that are measured at fair value on a recurring basis: QUOTED PRICES IN (LEVEL 1) OTHER (LEVEL 2) SIGNIFICANT (LEVEL 3) TOTAL BALANCES – December 31, 2015 Short-term investments – U.S. treasury securities $ 32,953 — — $ 32,953 Short-term investments – U.S. government agency securities 2,003 — — 2,003 Long-term investments – U.S. treasury securities 38,458 — — 38,458 Long-term investments – U.S. government agency securities — — — — Bank loan warrant derivative liabilities — — (124 ) (124 ) $ 73,414 $ — $ (124 ) $ 73,290 BALANCES – December 31, 2014 Short-term investments – U.S. treasury securities $ 12,194 — — $ 12,194 Short-term investments – U.S. government agency securities 11,997 — — 11,997 Investments – U.S. treasury securities — — — — Investments – U.S. government agency securities 2,003 — — 2,003 Bank loan warrant derivative liabilities — — (72 ) (72 ) $ 26,194 $ — $ (72 ) $ 26,122 |
Fair Value of Significant Unobservable Inputs | Fair value of significant unobservable inputs (Level 3): BANK LOAN BALANCES – December 31, 2014 $ 72 Change in fair value of derivative liabilities 52 BALANCES – December 31, 2015 $ 124 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Obligations | TOTAL LESS THAN ONE YEAR 1-3 YEARS 3-5 YEARS MORE THAN 5 YEARS Milestone payment (1) $ 2,160 $ 2,160 $ — $ — $ — Operating lease obligations (2) 35 35 — — — $ 2,195 $ 2,195 $ — $ — $ — 1. Under the Asset Purchase Agreement dated August 19, 2009 between the Company and Biolipox AB, upon the commitment of financial resources by our Board of Directors to advance AQX-1125 into a Phase 3 trial, a CAD $3 million milestone payment will be due to Biolipox AB. The dollar amounts shown in these columns reflect the US$ equivalent of the obligations. The amounts were converted to U.S. dollars from CAD dollars using the December 31, 2015 daily noon exchange rate of US$0.72. 2. AQXP Canada has a lease agreement for office space which commenced on January 1, 2014 and expires March 31, 2016. The dollar amounts shown in these columns reflect the US$ equivalent of the obligations. The amounts were converted to U.S. dollars from CAD dollars using the December 31, 2015 daily noon exchange rate of US$0.72. On January 1, 2016, the Company entered into a lease agreement for approximately 3,520 square feet of office space in San Bruno, California, that expires on December 31, 2018, with the option to extend the lease to December 31, 2021. The Company will be obligated to pay approximately $154 in annual basic rent for the first year, which shall increase to $159 in the second year and $164 in the third year. In addition to the basic rent, the Company will be obligated to pay for taxes, operating costs, utilities, additional services and other amounts. The operating lease obligation related to this office lease agreement is not included in the table above as the agreement was signed after December 31, 2015. On February 5, 2016, the Company signed a lease agreement to renew and expand the Canadian office space to approximately 10,946 square feet which is effective November 1, 2016 and expires October 31, 2021, with the option to extend the lease to October 31, 2026. The Company will be obligated to pay approximately CAD $252 in annual basic rent for each of the first two years, which shall increase to approximately CAD $263 for the third year and CAD $274 for each of the fourth and fifth years. In addition to the basic rent, the Company will be obligated to pay for taxes, operating costs, utilities, additional services and other amounts. The operating lease obligation related to this office lease agreement is not included in the table above as the agreement was signed after December 31, 2015. |
Nature of operations - Addition
Nature of operations - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Aquinox Pharmaceuticals (USA) Inc. [Member] | |
Entity Information [Line Items] | |
Date of incorporation | May 31, 2007 |
Aquinox Pharmaceuticals (Canada) Inc. [Member] | |
Entity Information [Line Items] | |
Date of incorporation | Dec. 26, 2003 |
Basis of presentation and sum33
Basis of presentation and summary of significant accounting policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2015USD ($)Segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Significant Accounting Policies [Line Items] | |||
Foreign exchange loss and others | $ (580,000) | $ (549,000) | $ (41,000) |
Effect of exchange rate changes on cash and cash equivalents | (527,000) | (320,000) | (116,000) |
Impairment charges of property and equipment | $ 0 | 0 | |
Percentage of tax benefit upon settlement | 50.00% | ||
Operating segment | Segment | 1 | ||
Total Assets | $ 113,343,000 | 41,422,000 | |
Accumulated deficit | (111,276,000) | (89,416,000) | |
Reclassifications [Member] | |||
Significant Accounting Policies [Line Items] | |||
Foreign exchange loss and others | 320,000 | $ 116,000 | |
United States [Member] | |||
Significant Accounting Policies [Line Items] | |||
Total Assets | $ 111,366,000 | $ 33,102,000 | |
Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives of property and equipment | 5 years |
Cash and cash equivalents - Sch
Cash and cash equivalents - Schedule of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash and Cash Equivalents [Abstract] | ||||
Cash | $ 2,133 | $ 8,351 | ||
Cash equivalents | 37,393 | 6,555 | ||
Cash and cash equivalents | $ 39,526 | $ 14,906 | $ 11,006 | $ 2,001 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, cost | $ 179 | $ 382 |
Property and equipment, accumulated amortization | 90 | 277 |
Property and equipment, net book Value | 89 | 105 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, cost | 48 | 143 |
Property and equipment, accumulated amortization | 42 | 110 |
Property and equipment, net book Value | 6 | 33 |
Office Furniture, Equipment and Systems [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, cost | 131 | 239 |
Property and equipment, accumulated amortization | 48 | 167 |
Property and equipment, net book Value | $ 83 | $ 72 |
Accounts Payable and Other Li36
Accounts Payable and Other Liabilities - Schedule of Accounts Payable and Other Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Trade accounts payable | $ 2,205 | $ 734 |
Accrued clinical trial fees | 1,666 | 3,752 |
Accrued compensation and vacation | 692 | 382 |
Accrued professional fees | 128 | 247 |
Other liabilities | 101 | 88 |
Accounts payable and other liabilities | $ 4,792 | $ 5,203 |
Other Liabilities - Additional
Other Liabilities - Additional Information (Detail) - USD ($) | Oct. 30, 2013 | Dec. 31, 2015 | Oct. 23, 2013 |
Office Furniture, Equipment and Systems [Member] | |||
Other Liabilities [Line Items] | |||
Interest rate on capital leases | 4.64% | ||
Net book value of capital leases | $ 11,000 | ||
Common Stock Warrants [Member] | |||
Other Liabilities [Line Items] | |||
Expected volatility | 104.00% | ||
Expected term (years) | 7 years 9 months 26 days | ||
Risk free rate | 2.00% | ||
Silicon Valley Bank [Member] | |||
Other Liabilities [Line Items] | |||
Loan repaid date | Mar. 28, 2014 | ||
Term loan facility with Silicon Valley Bank | $ 4,000,000 | ||
Term loan, amount borrowed | $ 2,500,000 | ||
Warrants expire | 2,023 | ||
Silicon Valley Bank [Member] | Warrants to Purchase Common Stock [Member] | |||
Other Liabilities [Line Items] | |||
Warrants to purchase shares of stock, shares | 11,363 | ||
Warrants to purchase per share | $ 10.56 |
Other Liabilities - Summary of
Other Liabilities - Summary of Warrants Issued (Detail) - Bank Loan [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | ||
Number of warrants, Beginning balance | 11,363 | 11,363 |
Number of warrants, Changes in fair value of derivative liability | 0 | 0 |
Number of warrants, Ending balance | 11,363 | 11,363 |
Amount of warrants, Beginning balance | $ 72 | $ 221 |
Amount of warrants, Changes in fair value of derivative liability | 52 | (149) |
Amount of warrants, Ending balance | $ 124 | $ 72 |
Other Liabilities - Summary o39
Other Liabilities - Summary of Future Payments under Capital Leases (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,016 | $ 3 |
2,017 | 3 |
2,018 | 3 |
2,019 | 2 |
Total minimum lease payments | 11 |
Less: amount representing interest | (1) |
Present value of future minimum lease payments | 10 |
Less: current portion | (3) |
Capital lease obligations, net of current portion - December 31, 2015 | 7 |
Present value of future minimum lease payments | $ 10 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 15, 2015 | Mar. 12, 2014 | Dec. 23, 2013 | Mar. 19, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 |
Temporary Equity [Line Items] | ||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Preferred stock, par value | $ 0.000001 | $ 0.000001 | $ 0.000001 | |||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Issuance costs | $ 224 | |||||||
Conversion basis for reverse stock split | The Company effected a 1-for-19.2 reverse stock split. | |||||||
Accrued tax payable on preferred stock | $ 1,797 | |||||||
Derivative liability for redemption option on preferred stock | $ 800 | |||||||
Total number of shares authorized | 55,000,000 | |||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||||
Common stock, par value | $ 0.000001 | $ 0.000001 | $ 0.000001 | |||||
Warrants To Purchase Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Number of warrants issued to purchase shares | 17,671 | |||||||
Common Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Stock issue price | $ 15.50 | |||||||
Convertible preferred stock issued | 6,325,000 | 6,325,000 | 4,830,000 | |||||
Shares issued upon conversion of redeemable convertible preferred stock | 5,543,515 | |||||||
Series A Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred stock, shares outstanding | 1,453,891 | |||||||
Shares issued upon conversion of redeemable convertible preferred stock | 791,016 | |||||||
Series B Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred stock, shares outstanding | 2,367,414 | |||||||
Shares issued upon conversion of redeemable convertible preferred stock | 793,617 | |||||||
Series C Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred stock, shares outstanding | 1,722,210 | |||||||
Convertible preferred stock | 1,325,753 | |||||||
Stock issue price | $ 10.56 | |||||||
Proceeds from issuance of convertible preferred stock | $ 14,000 | |||||||
Issuance costs | $ 174 | |||||||
Redemption date | Mar. 19, 2018 | |||||||
Warrants exercisable | 17,671 | |||||||
Number of shares issued for purchase of warrants | 17,671 | |||||||
Shares issued upon conversion of redeemable convertible preferred stock | 378,786 | |||||||
Exchangeable Preferred Shares [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Redeemable preferred stock, shares converted | 5,543,515 | |||||||
Series C Aquinox USA Special Voting Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Convertible preferred stock issued | 378,786 | |||||||
Series C AQXP Canada Special Voting Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Convertible preferred stock issued | 1,325,753 | 378,786 | ||||||
Aquinox Pharmaceuticals (Canada) Inc. [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Ownership percentage | 100.00% | |||||||
Aquinox Pharmaceuticals (Canada) Inc. [Member] | Exchangeable Common Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Redeemable preferred stock, shares converted | 301,745 | |||||||
Aquinox Pharmaceuticals (Canada) Inc. [Member] | Series A Exchangeable Preferred Shares [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Redeemable preferred stock, shares converted | 791,016 | |||||||
Aquinox Pharmaceuticals (Canada) Inc. [Member] | Series B Exchangeable Preferred Shares [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Redeemable preferred stock, shares converted | 793,617 | |||||||
Aquinox Pharmaceuticals (Canada) Inc. [Member] | Series C Exchangeable Preferred Shares [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Convertible preferred stock | 378,786 | |||||||
Stock issue price | $ 10.56 | |||||||
Proceeds from issuance of convertible preferred stock | $ 4,000 | |||||||
Issuance costs | $ 50 | |||||||
Redemption date | Mar. 19, 2018 | |||||||
Redeemable preferred stock, shares converted | 378,786 |
Preferred Stock - Schedule of R
Preferred Stock - Schedule of Redeemable Convertible Stock at Fair Value upon Issuance (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Temporary Equity [Line Items] | ||
Conversion of preferred stock into Aquinox USA common stock | $ 77,334 | |
Series A Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity beginning balance, shares | 662,875 | 662,875 |
Conversion of preferred stock into Aquinox USA common stock | (662,875) | |
Temporary equity ending balance, shares | 662,875 | |
Temporary equity beginning balance | $ 11,157 | $ 10,308 |
Temporary equity, accretion for liquidation preference on preferred stock | 160 | 831 |
Accretion for share issuance costs on preferred stock | 50 | 18 |
Conversion of preferred stock into Aquinox USA common stock | $ (11,367) | |
Temporary equity, ending balance | $ 11,157 | |
Series B Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity beginning balance, shares | 1,573,797 | 1,573,797 |
Conversion of preferred stock into Aquinox USA common stock | (1,573,797) | |
Temporary equity ending balance, shares | 1,573,797 | |
Temporary equity beginning balance | $ 21,091 | $ 19,483 |
Temporary equity, accretion for liquidation preference on preferred stock | 298 | 1,551 |
Accretion for share issuance costs on preferred stock | 99 | 33 |
Temporary equity, amortization of warrant discount | 85 | 24 |
Conversion of preferred stock into Aquinox USA common stock | $ (21,573) | |
Temporary equity, ending balance | $ 21,091 | |
Series C Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity beginning balance, shares | 1,343,424 | |
Conversion of preferred stock into Aquinox USA common stock | (1,343,424) | |
Temporary equity ending balance, shares | 1,343,424 | |
Temporary equity beginning balance | $ 13,766 | |
Temporary equity, accretion for liquidation preference on preferred stock | 273 | |
Accretion for share issuance costs on preferred stock | 149 | |
Temporary equity, amortization of redemption option discount | 1,379 | |
Conversion of preferred stock into Aquinox USA common stock | $ (15,567) | |
Temporary equity, ending balance | $ 13,766 | |
Series A Exchangeable Preferred Shares [Member] | Aquinox Pharmaceuticals (Canada) Inc. [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity beginning balance, shares | 791,016 | 791,016 |
Conversion of preferred stock into Aquinox USA common stock | (791,016) | |
Temporary equity ending balance, shares | 791,016 | |
Temporary equity beginning balance | $ 13,329 | $ 12,320 |
Temporary equity, accretion for liquidation preference on preferred stock | 190 | 988 |
Accretion for share issuance costs on preferred stock | 75 | 21 |
Conversion of preferred stock into Aquinox USA common stock | $ (13,594) | |
Temporary equity, ending balance | $ 13,329 | |
Series B Exchangeable Preferred Shares [Member] | Aquinox Pharmaceuticals (Canada) Inc. [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity beginning balance, shares | 793,617 | 793,617 |
Conversion of preferred stock into Aquinox USA common stock | (793,617) | |
Temporary equity ending balance, shares | 793,617 | |
Temporary equity beginning balance | $ 10,684 | $ 9,863 |
Temporary equity, accretion for liquidation preference on preferred stock | 154 | 781 |
Accretion for share issuance costs on preferred stock | 44 | 18 |
Temporary equity, amortization of warrant discount | 27 | 22 |
Conversion of preferred stock into Aquinox USA common stock | $ (10,909) | |
Temporary equity, ending balance | $ 10,684 | |
Series C Exchangeable Preferred Shares [Member] | Aquinox Pharmaceuticals (Canada) Inc. [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity beginning balance, shares | 378,786 | |
Conversion of preferred stock into Aquinox USA common stock | (378,786) | |
Temporary equity ending balance, shares | 378,786 | |
Temporary equity beginning balance | $ 3,831 | |
Temporary equity, accretion for liquidation preference on preferred stock | 61 | |
Accretion for share issuance costs on preferred stock | 42 | |
Temporary equity, amortization of redemption option discount | 393 | |
Conversion of preferred stock into Aquinox USA common stock | $ (4,327) | |
Temporary equity, ending balance | $ 3,831 |
Common stock - Additional Infor
Common stock - Additional Information (Detail) - USD ($) | Sep. 15, 2015 | Mar. 12, 2014 | Jan. 27, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Equity Transactions And Share Based Compensation [Line Items] | |||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Common stock, par value | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||
Common stock, shares issued | 17,211,986 | 10,695,108 | |||||
Common stock, shares outstanding | 17,211,986 | 10,695,108 | |||||
Aggregate net proceeds from public offering, net of underwriting commissions | $ 91,793,000 | $ 47,291,000 | |||||
Underwriting commissions and offering costs | $ 6,245,000 | $ 5,839,000 | |||||
Shares of common stock reserved for issuance description | Additionally, the number of shares of common stock reserved for issuance under the 2014 Plan will automatically increase on January 1 of each year for a period of up to 10 years, beginning on January 1, 2015 and ending on and including January 1, 2024, by 4% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the board of directors. | ||||||
Shares of common stock reserved for issuance percentage | 4.00% | ||||||
Years of increase in shares of common stock reserved for issuance | 10 years | ||||||
Options available to be granted | 793,799 | 598,812 | |||||
Stock options granted | 294,250 | ||||||
Stock options granted, exercise price per share | $ 11.51 | ||||||
Common stock issued upon exercise of options | 191,878 | ||||||
Common stock issued upon exercise of options aggregate intrinsic value | $ 2,325 | ||||||
Weighted average grant-date fair value of stock options | $ 8.91 | $ 8.19 | $ 0.40 | ||||
Stock-based compensation expense | $ 1,506,000 | $ 854,000 | $ 349,000 | ||||
Unrecognized stock-based compensation cost | $ 3,180,000 | ||||||
Unrecognized stock-based compensation cost, weighted-average period recognized | 2 years 6 months 29 days | ||||||
Common Stock [Member] | |||||||
Equity Transactions And Share Based Compensation [Line Items] | |||||||
Common stock, shares outstanding | 17,211,986 | 10,695,108 | 301,745 | 301,745 | |||
Sale of shares under public offering | 6,325,000 | 6,325,000 | 4,830,000 | ||||
Sale of shares under public offering, price per share | $ 15.50 | ||||||
Aggregate net proceeds from public offering, net of underwriting commissions | $ 91,800,000 | ||||||
Underwriting commissions and offering costs | $ 6,200,000 | ||||||
Common stock issued upon exercise of options | 191,878 | 86 | |||||
Common Stock [Member] | IPO [Member] | |||||||
Equity Transactions And Share Based Compensation [Line Items] | |||||||
Sale of shares under public offering | 4,830,000 | ||||||
Sale of shares under public offering, price per share | $ 11 | ||||||
Aggregate net proceeds from public offering, net of underwriting commissions | $ 47,300,000 | ||||||
Underwriting commissions and offering costs | $ 5,800,000 | ||||||
Equity Incentive Plan 2014 [Member] | |||||||
Equity Transactions And Share Based Compensation [Line Items] | |||||||
Maximum number of shares of common stock that may be issued | 1,271,756 | ||||||
Stock options, expiration period | 10 years | ||||||
Equity Incentive Plan 2006 [Member] | |||||||
Equity Transactions And Share Based Compensation [Line Items] | |||||||
Stock options granted | 0 | ||||||
Employees [Member] | |||||||
Equity Transactions And Share Based Compensation [Line Items] | |||||||
Stock options granted | 264,250 | ||||||
Employees [Member] | One Year after the Beginning of the Vesting Period [Member] | |||||||
Equity Transactions And Share Based Compensation [Line Items] | |||||||
Stock options, vesting percentage | 25.00% | ||||||
Employees [Member] | Minimum [Member] | |||||||
Equity Transactions And Share Based Compensation [Line Items] | |||||||
Stock options granted, exercise price per share | $ 7.45 | ||||||
Employees [Member] | Maximum [Member] | |||||||
Equity Transactions And Share Based Compensation [Line Items] | |||||||
Stock options granted, exercise price per share | $ 13.66 | ||||||
Director [Member] | |||||||
Equity Transactions And Share Based Compensation [Line Items] | |||||||
Stock options granted | 30,000 | ||||||
Stock options granted, exercise price per share | $ 12.03 | ||||||
Director [Member] | Condition (i) [Member] | |||||||
Equity Transactions And Share Based Compensation [Line Items] | |||||||
Stock options, vesting period | 1 year | ||||||
Director [Member] | Condition (ii) [Member] | |||||||
Equity Transactions And Share Based Compensation [Line Items] | |||||||
Stock options, vesting period | 3 years |
Common stock - Schedule of Stoc
Common stock - Schedule of Stock Option Transactions and Number of Stock Options Outstanding (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options Outstanding, Number of Shares, beginning balance | 824,604 | |
Options granted, Number of Shares | 294,250 | |
Options exercised, Number of Shares | (191,878) | |
Options forfeited, Number of Shares | (49,349) | |
Options expired, Number of Shares | (12,170) | |
Options Outstanding, Number of Shares, ending balance | 865,457 | 824,604 |
Exercisable, Number of Shares, ending balance | 418,064 | |
Options Outstanding, Weighted Average Exercise Price, beginning balance | $ 6.79 | |
Options granted, Weighted Average Exercise Price | 11.51 | |
Options exercised, Weighted Average Exercise Price | 5.99 | |
Options forfeited, Weighted Average Exercise Price | 9.58 | |
Options expired, Weighted Average Exercise Price | 7.95 | |
Options Outstanding, Weighted Average Exercise Price, ending balance | 9.75 | $ 6.79 |
Exercisable, Weighted Average Exercise Price, ending balance | $ 8.33 | |
Options Outstanding, Weighted Average Remaining Contractual Life (Years), beginning balance | 7 years 6 months 22 days | 7 years 1 month 28 days |
Exercisable, Weighted Average Remaining Contractual Life (Years), ending balance | 6 years 3 months 22 days | |
Options Outstanding, Aggregate Intrinsic Value, beginning balance | $ 2,393 | $ 789 |
Exercisable, Aggregate Intrinsic Value, ending balance | $ 1,748 |
Common stock - Schedule of Weig
Common stock - Schedule of Weighted Average Assumptions (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Expected volatility | 97.00% | 108.00% | 94.00% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Expected terms (years) | 6 years | 6 years | 6 years 3 months |
Risk free rate | 1.48% | 1.67% | 2.11% |
Weighted average grant-date fair value of stock options | $ 8.91 | $ 8.19 | $ 0.40 |
Net loss per share - Additional
Net loss per share - Additional Information (Detail) | Feb. 27, 2014 | Dec. 31, 2015shares | Dec. 31, 2014shares |
Class of Stock [Line Items] | |||
Conversion basis for reverse stock split | The Company effected a 1-for-19.2 reverse stock split. | ||
Conversion ratio of reverse stock split | 0.052083 | ||
Common stock outstanding | 17,211,986 | 10,695,108 | |
Options outstanding | 865,457 | 824,604 | |
Reorganization [Member] | |||
Class of Stock [Line Items] | |||
Common stock outstanding | 5,845,260 | ||
Options outstanding | 628,754 | ||
Warrants outstanding | 11,363 |
Net loss per share - Schedule o
Net loss per share - Schedule of Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator | |||
Net loss | $ (21,860) | $ (24,027) | $ (8,729) |
Accretion for liquidation preference on preferred stock | (1,133) | (5,351) | |
Accretion for share issuance costs on preferred stock | (20) | (123) | |
Tax expense on preferred stock | (100) | (738) | |
Reversal of tax payable on preferred stock due to conversion of preferred stock | 1,898 | ||
Extinguishment of remaining share issuance costs due to conversion of preferred stock | (439) | ||
Total loss attributable to common stockholders | $ (21,860) | $ (23,821) | $ (14,941) |
Denominator | |||
Weighted average shares used to compute basic and diluted net loss per common share | 12,637,839 | 8,667,387 | 301,745 |
Net loss per share attributable to common stockholders - basic and diluted | $ (1.73) | $ (2.75) | $ (49.52) |
Net loss per share - Schedule47
Net loss per share - Schedule of Antidilutive Securities Excluded from Computation of Basic and Diluted Net Loss Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of basic and diluted net loss per share | 876,820 | 835,971 | 6,183,632 |
Exchangeable Preferred Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of basic and diluted net loss per share | 5,543,515 | ||
Outstanding Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of basic and diluted net loss per share | 865,457 | 824,608 | 628,754 |
Common Stock Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of basic and diluted net loss per share | 11,363 | 11,363 | 11,363 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes Disclosure [Line Items] | |||
Expected Canadian income tax rate | 26.00% | ||
Expected U.S. income tax rates | 35.00% | ||
Combined Canadian and US expected income tax rates | 27.40% | 27.30% | 25.60% |
Uncertain tax position | Less than a 50% | ||
Unrecognized tax benefits | $ 0 | ||
Income tax examination, description | The Company currently files income tax returns in the United States and Canada, the jurisdictions in which the Company believes that it is subject to tax. Further, while the statute of limitations in each jurisdiction where an income tax return has been filed generally limits the examination period, as a result of loss carry-forwards, the limitation period for examination generally does not expire until several years after the loss carry-forwards are utilized. Other than routine audits by tax authorities for tax credits and tax refunds that the Company has claimed, management is not aware of any other material income tax examination currently in progress by any taxing jurisdiction. | ||
Minimum [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Operating loss carryforwards, expiration dates | 2,026 | ||
Maximum [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Operating loss carryforwards, expiration dates | 2,035 | ||
Preferred Stock [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Accrued non-current tax payable on preferred stock | $ 0 | $ 0 | |
Domestic Tax Authority [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Net operating losses carried forward for tax purposes | 7,140,000 | 4,009,000 | |
CANADA | Foreign Tax Authority [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Net operating losses carried forward for tax purposes | 70,316,000 | 53,302,000 | |
Tax deductions for scientific research and experimental development | $ 10,532,000 | 10,532,000 | |
CANADA | Foreign Tax Authority [Member] | Minimum [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Taxes payable, expiration dates | 2,019 | ||
CANADA | Foreign Tax Authority [Member] | Maximum [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Taxes payable, expiration dates | 2,033 | ||
CANADA | Foreign Tax Authority [Member] | Investment Tax Credit Carryforward [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Investment tax credits available to offset Canadian federal | $ 2,698,000 | $ 2,698,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income tax Recovery (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Computed taxes at combined Canadian and U.S. tax rates | $ (5,997) | $ (6,561) | $ (2,235) |
Change in Canadian tax rate | 26 | (364) | |
Non-deductible expenses | 446 | 185 | 94 |
Investment tax credits | (5) | ||
Change in valuation allowance | $ 5,525 | 4,519 | 2,500 |
Reversal of tax benefit related to taxable preferred stock | 1,685 | ||
Other impact upon conversion of taxable preferred stock | $ 172 | 5 | |
Income tax recovery | $ (5) |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net (Loss) Income Before Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net (loss) income before taxes: | |||
Canada | $ (18,382) | $ (20,538) | $ (8,881) |
U.S. | (3,478) | (3,489) | 147 |
Total | $ (21,860) | $ (24,027) | $ (8,734) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Tax Assets, Net [Abstract] | ||
Canadian net operating losses | $ 18,282 | $ 13,858 |
U.S. net operating losses | 2,499 | 1,403 |
Research and development deductions and credits | 4,947 | 4,947 |
Other | 410 | 405 |
Less: valuation allowance | (26,138) | (20,613) |
Net deferred income tax assets | $ 0 | $ 0 |
Financial instruments - Summary
Financial instruments - Summary of Short-Term Investments and Long-Term Investments of Available-for-Sale Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Due within one year, Amortized cost | $ 35,017 | $ 24,195 |
Due within one year, Fair value | 34,956 | 24,191 |
Due after one year through two years, Amortized cost | 38,687 | 2,003 |
Due after one year through two years, Fair value | 38,458 | 2,003 |
Short-term Investments [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 35,017 | 24,195 |
Gross unrealized gains | 1 | |
Gross unrealized losses | (61) | (5) |
Fair value | 34,956 | 24,191 |
Short-term Investments [Member] | U.S. Treasury Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 33,014 | 12,199 |
Gross unrealized losses | (61) | (5) |
Fair value | 32,953 | 12,194 |
Short-term Investments [Member] | U.S. Government Agency Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 2,003 | 11,996 |
Gross unrealized gains | 1 | |
Fair value | 2,003 | 11,997 |
Long-term Investments [Member] | U.S. Government Agency Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 38,687 | 2,003 |
Gross unrealized losses | (229) | |
Fair value | $ 38,458 | $ 2,003 |
Financial instruments - Aggrega
Financial instruments - Aggregate Estimated Fair Value of Investments with Unrealized Losses (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
U.S. Treasury Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Period of continuous unrealized loss, 12 months or less, Fair value | $ 32,953 | $ 12,194 |
Period of continuous unrealized loss, 12 months or less, Gross unrealized losses | (61) | (5) |
Period of continuous unrealized loss, Greater than 12 months, Fair value | 0 | 0 |
Period of continuous unrealized loss, Greater than 12 months, Gross unrealized losses | 0 | $ 0 |
U.S. Government Agency Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Period of continuous unrealized loss, 12 months or less, Fair value | 38,458 | |
Period of continuous unrealized loss, 12 months or less, Gross unrealized losses | (229) | |
Period of continuous unrealized loss, Greater than 12 months, Fair value | 0 | |
Period of continuous unrealized loss, Greater than 12 months, Gross unrealized losses | $ 0 |
Financial instruments - Fair Va
Financial instruments - Fair Value of Financial Instruments Measured At Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 34,956 | $ 24,191 |
Long-term investments | 38,458 | 2,003 |
Bank loan warrant derivative liabilities | (124) | (72) |
Fair Value of Financial instruments | 73,290 | 26,122 |
U.S. Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 32,953 | 12,194 |
Long-term investments | 38,458 | |
U.S. Government Agency Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 2,003 | 11,997 |
Long-term investments | 2,003 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of Financial instruments | 73,414 | 26,194 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Fair Value, Measurements, Recurring [Member] | U.S. Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 32,953 | 12,194 |
Long-term investments | 38,458 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Fair Value, Measurements, Recurring [Member] | U.S. Government Agency Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 2,003 | 11,997 |
Long-term investments | 2,003 | |
Significant Unobservable Inputs (Level 3) [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Bank loan warrant derivative liabilities | (124) | (72) |
Fair Value of Financial instruments | $ (124) | $ (72) |
Financial instruments - Fair 55
Financial instruments - Fair Value of Significant Unobservable Inputs (Detail) - Significant Unobservable Inputs (Level 3) [Member] - Common Stock Warrants [Member] - Derivative Financial Instruments, Liabilities [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Beginning balance | $ 72 |
Change in fair value of derivative liabilities | 52 |
Ending balance | $ 124 |
Financial instruments - Additio
Financial instruments - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | ||
Transfers between Levels 1, 2 and 3 | $ 0 | $ 0 |
Short term investments consisting of available for sale securities | 34,956,000 | 24,191,000 |
Long-term investments consisting of available for sale securities | 38,458,000 | $ 2,003,000 |
Net gains for securities | $ 96,000 | |
Long-term investments contractual maturity period, maximum | 24 months |
License and Patent Agreements -
License and Patent Agreements - Additional Information (Detail) CAD in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jun. 30, 2014shares | Aug. 31, 2009CAD | Dec. 31, 2015CAD | Dec. 31, 2015USD ($) | Dec. 31, 2014CAD | Dec. 31, 2013CAD | Dec. 31, 2015USD ($) | |
Patent Licenses [Line Items] | |||||||
Amount of development milestones payment | $ | $ 2,160,000 | ||||||
Biolipox AB [Member] | |||||||
Patent Licenses [Line Items] | |||||||
Amount of development milestones payment | CAD 3,000 | ||||||
License fee | 50 | ||||||
Value of exchangeable shares issued for license fee | 250 | ||||||
Additional milestone payment payable | CAD 1,500 | ||||||
Royalty payments | $ | $ 0 | ||||||
Biolipox AB [Member] | Goods and Services Exchanged for Equity Instrument [Member] | |||||||
Patent Licenses [Line Items] | |||||||
Number of common stock issued for payment for achievement of milestone | shares | 19,762 | ||||||
SHIP1 Product Candidates [Member] | |||||||
Patent Licenses [Line Items] | |||||||
License agreement, maintenance fees | CAD 1 | CAD 1 | |||||
SHIP1 Product Candidates [Member] | First Drug Product [Member] | |||||||
Patent Licenses [Line Items] | |||||||
Amount of development milestones payment | 2,200 | ||||||
SHIP1 Product Candidates [Member] | Subsequent Drug Product [Member] | |||||||
Patent Licenses [Line Items] | |||||||
Amount of development milestones payment | 1,500 | ||||||
SHIP1 Enzyme and Screening of Product Candidates [Member] | |||||||
Patent Licenses [Line Items] | |||||||
License agreement, maintenance fees | CAD 5 | CAD 5 | CAD 5 | ||||
License agreement expiration period | 20 years | 20 years |
Commitments and contingencies -
Commitments and contingencies - Schedule of Contractual Obligations (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Milestone payment,Total | $ 2,160 |
Milestone payment,Less than one Year | 2,160 |
Milestone payment,1-3 Years | 0 |
milestone payment,3-5 Years | 0 |
Milestone payment,More Than 5 Years | 0 |
Operating lease obligations, Total | 35 |
Operating lease obligations, Less than one year | 35 |
Operating lease obligations, 1-3 years | 0 |
Operating lease obligations, 3-5 years | 0 |
Operating lease obligations, more than 5 years | 0 |
TOTAL | 2,195 |
LESS THAN ONE YEAR | 2,195 |
1-3 YEARS | 0 |
3-5 YEARS | 0 |
MORE THAN 5 YEARS | $ 0 |
Commitments and contingencies59
Commitments and contingencies - Schedule of Contractual Obligations (Parenthetical) (Detail) CAD in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($) | Aug. 31, 2009CAD | |
Contingencies And Commitments [Line Items] | ||
Amount of development milestones payment | $ | $ 2,160 | |
Biolipox AB [Member] | ||
Contingencies And Commitments [Line Items] | ||
Amount of development milestones payment | CAD | CAD 3,000 | |
Exchange rate from Canadian dollars to U.S. dollars | 0.72 | |
Aquinox Pharmaceuticals (Canada) Inc. [Member] | ||
Contingencies And Commitments [Line Items] | ||
Exchange rate from Canadian dollars to U.S. dollars | 0.72 | |
Lease agreement, commencement date | Jan. 1, 2014 | |
Lease agreement, expiration date | Mar. 31, 2016 |
Commitments and Contingencies60
Commitments and Contingencies - Additional Information (Detail) CAD in Thousands, $ in Thousands | Feb. 05, 2016CADft² | Jan. 01, 2016USD ($)ft² | Dec. 31, 2015USD ($) |
Contingencies And Commitments [Line Items] | |||
Operating lease obligation, annual basic rent for first year | $ | $ 35 | ||
Subsequent Event [Member] | |||
Contingencies And Commitments [Line Items] | |||
Operating lease obligation, annual basic rent for first year | CAD 252 | $ 154 | |
Operating lease obligation, annual basic rent for second year | 252 | 159 | |
Operating lease obligation, annual basic rent for third year | 263 | $ 164 | |
Operating lease obligation, annual basic rent for fourth year | CAD | 274 | ||
Operating lease obligation, annual basic rent for fifth year | CAD | CAD 274 | ||
CANADA | Subsequent Event [Member] | |||
Contingencies And Commitments [Line Items] | |||
Lease agreement, commencement date | Nov. 1, 2016 | ||
Lease agreement, expiration date | Oct. 31, 2021 | ||
Square feet of office space leased | ft² | 10,946 | ||
Lease agreement extended period | Oct. 31, 2026 | ||
CALIFORNIA | Subsequent Event [Member] | |||
Contingencies And Commitments [Line Items] | |||
Lease agreement, commencement date | Jan. 1, 2016 | ||
Lease agreement, expiration date | Dec. 31, 2018 | ||
Square feet of office space leased | ft² | 3,520 | ||
Lease agreement extended period | Dec. 31, 2021 |