Kura Oncology (KURA) 10-Q 13 May 15 2015 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2015	11-May-15
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	FALSE
Document Period End Date	31-Mar-15
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Entity Registrant Name	Kura Oncology, Inc.
Entity Central Index Key	1422143
Current Fiscal Year End Date	-19
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		14,508,177

Condensed_Balance_Sheets_Unaud

Condensed Balance Sheets (Unaudited) (USD $)	Mar. 31, 2015	Dec. 31, 2014
In Thousands, unless otherwise specified
Current assets:
Cash	$53,571	$1,124	[1]
Accounts receivable, related party	349	30	[1]
Prepaid expenses	707	42	[1]
Total current assets	54,627	1,196	[1]
Property and equipment, net	34	27	[1]
Other long-term assets	150	150	[1]
Other long-term assets, related party	5	5	[1]
Total assets	54,816	1,378	[1]
Current liabilities:
Accounts payable and accrued expenses	4,469	846	[1]
Accounts payable, related party	1,062	134	[1]
Convertible notes payable, related party, current		2,036	[1]
Total current liabilities	5,531	3,016	[1]
Convertible notes payable, related party		493	[1]
Other long-term liabilities	391	1,295	[1]
Other long-term liabilities, related party		7	[1]
Total liabilities	5,922	4,811	[1]
Commitments and contingencies (Note 8)			[1]
Stockholders' equity (deficit):
Preferred stock, $0.0001 par value; 10,000 shares authorized, no shares issued and outstanding			[1]
Common stock, $0.0001 par value; 100,000 shares authorized; 14,508 and 4,944 shares issued; and 10,317 and 411 shares outstanding, excluding 4,191 and 4,533 shares subject to repurchase as of March 31, 2015 and December 31, 2014, respectively	1
Additional paid-in capital	57,040	238	[1]
Accumulated deficit	-8,147	-3,671	[1]
Total stockholders' equity (deficit)	48,894	-3,433	[1]
Total liabilities and stockholders' equity (deficit)	$54,816	$1,378	[1]
[1]	The balance sheet data at December 31, 2014 has been derived from audited financial statements at that date. It does not include, however, all of the information and notes required by US generally accepted accounting principles for complete financial statements.

Condensed_Balance_Sheets_Unaud1

Condensed Balance Sheets (Unaudited) (Parenthetical) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Statement Of Financial Position [Abstract]
Preferred stock, par value	$0.00	$0.00
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	14,508,177	4,944,000
Common stock, shares outstanding	10,317,000	411,000
Number of shares, subject to repurchase	4,191,000	4,533,000

Condensed_Statement_of_Operati

Condensed Statement of Operations and Comprehensive Loss (Unaudited) (USD $)	3 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Mar. 31, 2015
Operating Expenses:
Research and development	$2,604
General and administrative	1,037
General and administrative, related party	23
Total operating expenses	4,688
Other Income (Expense):
Management fee income, related party	300
Interest expense	-42
Interest expense, related party	-46
Total other income	212
Net loss and comprehensive loss	-4,476
Net loss per share, basic and diluted	($1.41)
Weighted average number of shares used in computing net loss per share, basic and diluted	3,184
Related party
Operating Expenses:
Research and development	$1,024

Condensed_Statements_of_Cash_F

Condensed Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2015
Operating Activities
Net loss	($4,476)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense	644
Non-cash license fee expense	500
Non-cash accrued interest expense	37
Non-cash accrued interest expense, related parties	41
Depreciation expense	3
Changes in operating assets and liabilities:
Accounts receivable, related party	-318
Prepaid expenses	-664
Accounts payable and accrued expenses	90
Accounts payable, related party	927
Other liabilities	-907
Net cash used in operating activities	-4,123
Investing Activities
Purchases of property and equipment	-10
Net cash used in investing activities	-10
Financing Activities
Proceeds from issuance of common stock, net	51,580
Proceeds from issuance of convertible notes payable	5,000
Net cash provided by financing activities	56,580
Net increase in cash	52,447
Cash at beginning of period	1,124	[1]
Cash at end of period	53,571
Supplemental disclosure of non-cash financing activities:
Conversion of convertible notes and related accrued interest to common stock	4,327
Conversion of convertible notes and related accrued interest to common stock, related party	3,288
Financing costs included in accounts payable and accrued expenses	$3,535
[1]	The balance sheet data at December 31, 2014 has been derived from audited financial statements at that date. It does not include, however, all of the information and notes required by US generally accepted accounting principles for complete financial statements.

Business_and_Organization

Business and Organization	3 Months Ended
	Mar. 31, 2015
Accounting Policies [Abstract]
Business and Organization	1. Business and Organization
	Kura Oncology, Inc., is a clinical stage biopharmaceutical company discovering and developing personalized therapeutics for the treatment of solid tumors and blood cancers. We focus on the development of small molecule drug candidates that target cell signaling pathways that are important to driving the progression of certain cancers. We aim to employ molecular diagnostics to identify patients with cancers who are likely to benefit from our targeted drug candidates.
	References in these Notes to Financial Statements to the “Company” or “we”, “our” or “us”, refer to Kura Oncology, Inc., (Prior Kura), a private Delaware corporation incorporated in the State of Delaware in August 2014, for the periods prior to the Merger (as defined below) which took place on March 6, 2015, and Kura Oncology, Inc., a Delaware corporation incorporated in November 2007 and formerly known as Zeta Acquisition Corp. III, for the periods following the Merger.
	Effective March 6, 2015 (Effective Time), we completed a reverse merger (the Merger) with a wholly owned subsidiary of “Zeta Acquisition Corp. III” (Zeta), a public shell company, leaving Prior Kura as the surviving entity. On March 31, 2015, the surviving entity merged with and into us. Zeta was formed in November 2007 with no specific business plan or purpose. As a result of the Merger and related transactions, Zeta changed its name to “Kura Oncology, Inc.” and began operating Prior Kura’s business.
	Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Prior Kura common stock outstanding immediately prior to the Effective Time was exchanged for one-half (1/2) of a share of our common stock. We issued an aggregate of 14,508,177 shares of our common stock upon such exchange of the Prior Kura common stock outstanding. In addition, at the Effective Time, we assumed Prior Kura’s 2014 Equity Incentive Plan that was in existence immediately prior to the Effective Time and concurrently approved the amendment and restatement of the Prior Kura 2014 Equity Incentive Plan pursuant to our 2014 Plan (2014 Plan), which became effective in April 2015. Refer to Note 9, Stockholders’ Equity for detailed discussion on the 2014 Plan.
	Immediately following the Effective Time, pursuant to the terms of a Redemption Agreement dated March 6, 2015 (the Redemption Agreement) by and among Zeta and its pre-Merger stockholders, we completed the closing of a redemption of 5,000,000 shares of our common stock (the Redemption) from our pre-Merger stockholders for consideration of $70,000, plus $30,000 in professional fees related to the transaction. The 5,000,000 shares constituted all of the issued and outstanding shares of Zeta’s capital stock, on a fully-diluted basis, immediately prior to the Merger. Upon completion of the Merger and the Redemption, Prior Kura’s stockholders held 100% of the outstanding shares of our capital stock.
	Immediately prior to the Merger, on March 6, 2015, Prior Kura sold 16,561,396 shares of its common stock at a price of $3.16 per share, which was exchanged for 8,280,696 shares of our common stock in the Merger for gross proceeds of $52.3 million (the Financing). The Financing represented a qualified financing conversion event pursuant to Prior Kura’s then-outstanding convertible promissory notes (the Notes). As such, upon the closing of the Financing, an aggregate of $7.5 million in principal under the Notes and $115,000 in accrued interest thereon through February 28, 2015 automatically converted into 2,409,740 shares of Prior Kura common stock, which was exchanged for 1,204,870 shares of our common stock in the Merger.
	The Merger is accounted for as a reverse merger and a capital transaction. Prior Kura is the acquirer for accounting purposes and Zeta is the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Merger are those of Prior Kura and are recorded at Prior Kura’s historical cost basis. Prior Kura was incorporated in August 2014; therefore, there were no operations in the periods prior to August 2014. The financial statements after completion of the Merger include our assets, liabilities and operations. The historical equity accounts and awards of Prior Kura, including par value per share, share and per share numbers, have been retrospectively adjusted to reflect the one for 0.5 shares common stock exchange, the par value of $0.0001 and the number of shares received in the Merger.

Basis_of_Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2015
Accounting Policies [Abstract]
Basis of Presentation	2. Basis of Presentation
	The accompanying unaudited condensed financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2014 included in our current report on Form 8-K as filed on March 12, 2015 with the Securities and Exchange Commission (SEC) from which we derived our balance sheet as of December 31, 2014. The accompanying financial statements have been prepared in accordance with US generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying financial statements do not include all of the information and notes required by GAAP for complete financial statements. The accompanying financial statements reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of our management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
	The preparation of financial statements in accordance with GAAP requires our management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. The amounts reported could differ under different estimates and assumptions. On an ongoing basis, we evaluate our estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates.

Summary_of_Significant_Account

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2015
Text Block [Abstract]
Summary of Significant Accounting Policies	3. Summary of Significant Accounting Policies
	Research and Development Expenses
	Research and development expenses consist of salaries and other personnel costs, preclinical and clinical trial costs, manufacturing costs for non-commercial products and research and development facilities costs. All such costs are charged to research and development expense as incurred when these expenditures have no alternative future uses. Payments that we make in connection with in-licensed technology for a particular research and development project that have no alternative future uses (in other research and development projects or otherwise) and therefore no separate economic values are expensed as research and development costs at the time such costs are incurred. As of March 31, 2015, we have no in-licensed technologies that have alternative future uses in research and development projects or otherwise.
	Share-Based Payments
	Restricted stock awards are valued based on the fair value on the grant date. The fair value of restricted stock awards expected to vest is recognized and amortized on a straight-line basis over the requisite service period of the award, which is generally four years. Estimated fair value of the restricted stock awards granted to non-employees is recorded on the earlier of the performance commitment date or the date the services required are completed and are marked to market during the service period.
	Our equity incentive plan allows for the issuance of restricted stock awards to employees and non-employee consultants that may be subject to vesting. The unvested shares of any restricted stock awards are held in escrow as the stock award vests or until award holder termination, whichever occurs first. In the event of a termination, we have the right of repurchase, at our option, for the portion of unvested stock awards from the terminated award holder. The repurchase price for unvested stock awards will be the lower of (i) the fair market value of the shares of common stock on the date of repurchase or (ii) their original purchase price. For all unvested stock awards, a liability is established related to the cash received for the unvested portion of the stock award, which represents our obligation if all award holders were to be terminated, and is recorded within other long-term liabilities on the accompanying Balance Sheets.
	Comprehensive Loss
	Comprehensive loss is defined as the change in equity during the period from transactions and other events and non-owner sources, including unrealized losses on investments. Net loss and comprehensive loss were the same for the period presented, therefore, a separate statement of comprehensive loss is not included in the accompanying financial statements.
	Segment Reporting
	We operate in a single industry segment which is the discovery and development of personalized therapeutics for the treatment of solid tumors and blood cancers. Our chief operating decision-maker reviews the operating results on an aggregate basis and manages the operations as a single operating segment.
	Fair Value Measurements
	Fair value is defined as the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
	•	Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities;
	•	Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
	•	Level 3 - Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
	As of March 31, 2015 and December 31, 2014, we did not have financial assets that are measured at fair value on a recurring basis. The carrying amounts of our financial instruments, which include cash, prepaid expenses, accounts payable, accrued expenses and all related party amounts approximate their fair values at March 31, 2015 and December 31, 2014, primarily due to their short-term nature. No transfers between levels have occurred during the periods presented.
	Our license agreement with The Regents of the University of California San Francisco (UCSF), which was amended in April 2015, provides for an indexed milestone payment upon the occurrence of a qualified financing and a subsequent initial public offering or a change of control event, as defined in the agreement. The indexed milestone was determined to qualify as an embedded derivative liability requiring an estimate of fair value. The UCSF derivative liability measured at fair value (Level 3) on a recurring basis was $293,000 and $196,000 as of March 31, 2015 and December 31, 2014, respectively.
	We estimate the fair value of our derivative liabilities at the time of issuance and subsequent remeasurement at each reporting date using a probability model that considers the probability of achieving the events that would trigger such liabilities and the estimated time period the liabilities would be outstanding. The estimates are based, in part, on subjective assumptions and could differ materially in the future. Changes to these assumptions can have a significant impact on the fair value of the derivative liabilities.
			Derivative Liabilities
			(In thousands)
	Balance at December 31, 2014		$	196
	Issuance of derivative liability			-
	Change in fair value (1)			97
	Balance at March 31, 2015		$	293
	-1	The amount is included within research and development expenses on our Statement of Operations and Comprehensive Loss.
	Net Loss per Share
	We calculated basic net loss per share by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of unvested restricted stock awards outstanding under our equity plan. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the antidilutive effect of the securities. Potentially dilutive securities, which includes unvested stock awards of 4,191,081 are excluded from the calculation of diluted net loss per share for the three months ended March 31, 2015 due to the anti-dilutive effect of the securities.

Property_and_Equipment_Net

Property and Equipment, Net	3 Months Ended
	Mar. 31, 2015
Property Plant And Equipment [Abstract]
Property and Equipment, Net	4. Property and equipment, net
	Property and equipment consisted of the following, in thousands:
		March 31, 2015			December 31, 2014
	Computer equipment	$	31		$	26
	Software		7			2
			38			28
	Less: accumulated depreciation		(4	)		(1	)
	Property and equipment, net	$	34		$	27

Accounts_Payable_and_Accrued_L

Accounts Payable and Accrued Liabilities	3 Months Ended
	Mar. 31, 2015
Payables And Accruals [Abstract]
Accounts Payable and Accrued Liabilities	5. Accounts payable and accrued liabilities
	Accounts payable and accrued liabilities consisted of the following, in thousands:
		March 31, 2015		December 31, 2014
	Accounts payable	$	3,612	$	226
	Accrued expenses		781		581
	Accrued compensation and benefits		76		39
	Total accounts payable and accrued expenses	$	4,469	$	846

Notes_Payable

Notes Payable	3 Months Ended
	Mar. 31, 2015
Debt Disclosure [Abstract]
Notes Payable	6. Notes Payable
	Araxes Convertible Note
	In October 2014, we entered into a Note Purchase Agreement and Convertible Promissory Note with an affiliated company Araxes Pharma LLC (Araxes) under which Araxes provided a $2.0 million loan in the form of a convertible promissory note. As a result of the Financing, the total of unpaid principal and accrued interest as of February 28, 2015 was automatically converted into 326,443 shares of our common stock (as adjusted for the exchange in the Merger).
	Araxes Asset Purchase Agreement – Convertible Note
	As consideration for the patents acquired under the Araxes Asset Purchase Agreement entered into in December 2014, Araxes issued a convertible promissory note equal to the purchase price of the patent rights of $500,000. As a result of the Financing, the total of unpaid principal and accrued interest as of February 28, 2015 was automatically converted into 80,293 shares of our common stock (as adjusted for the exchange in the Merger).
	January 2015 Convertible Notes
	In January 2015, we entered into a Note Purchase Agreement and Convertible Promissory Note for a $3.0 million loan with various persons and entities named within the agreement (the Holders), of which $710,000 were with certain officers and certain officers’ related parties. As a result of the Financing, the total of unpaid principal and accrued interest as of February 28, 2015 was automatically converted into 479,667 shares of our common stock (as adjusted for the exchange in the Merger).
	JJDC Convertible Note
	In accordance with the license agreement with Janssen Pharmaceutica NV (Janssen), a foreign entity headquartered in Belgium and an affiliate of Johnson & Johnson, Inc., in January 2015 we entered into a Convertible Promissory Note with Janssen’s affiliated company, Johnson & Johnson Innovation – JJDC, Inc. (JJDC) for $1.0 million. As a result of the Financing, the total of unpaid principal and accrued interest as of February 28, 2015 was automatically converted into 159,615 shares of our common stock (as adjusted for the exchange in the Merger).
	February 2015 Convertible Notes

License_Agreements

License Agreements	3 Months Ended
	Mar. 31, 2015
License Agreements [Abstract]
License Agreements	7. License Agreements
	License Agreement with The University of Michigan
	In December 2014, we entered into a license agreement with The Regents of The University of Michigan (Michigan), which was amended in March 2015, under which we received certain license rights for a non-refundable upfront license, annual maintenance fees and payments upon achievement of certain development and sales-based milestones. The licensed asset consists of a number of compounds, which are in the lead discovery/lead optimization phase. All future development, regulatory and commercial work on the asset will be completed fully and at our sole expense. Michigan retains the right to use the asset for non-commercial research, internal and/or educational purposes, with the right to grant the same limited rights to other non-profit research institutions. Furthermore, the agreement stipulates contingent consideration for the issuance of shares equivalent to a set dollar value upon the occurrence of a qualified financing or a change of control event, as defined in the amendment to the agreement, consistent with the terms issued to any future investors or the per share consideration to be received by other shareholders. As a result of the Financing, we issued 79,113 shares of our common stock (as adjusted for the exchange in the Merger) at a fair value of $500,000, which was recognized as research and development expense during the three months ended March 31, 2015.
	The agreement will terminate upon the last-to-expire patent rights, or may be terminated by us at anytime with 90 days written notice of termination or terminated by Michigan upon a bankruptcy by us, payment failure by us that is not cured within 30 days or a material breach of the agreement by us that is not cured within 60 days.
	Sponsored Research Agreement with The University of Michigan
	In February 2015, we entered into a Sponsored Research Agreement with Michigan under which we will sponsor up to $2.7 million of research at Michigan over a three-year period. We will receive a non-exclusive right to any technology developed under this agreement and have an option right for an exclusive right to any such licenses developed under the agreement. The Sponsored Research Agreement allows for termination with notice at any time by us. In the event of termination by us prior to the second anniversary of the agreement, other than due to breach by Michigan, we will be required to pay costs budgeted through the second anniversary up to $2.0 million of the sponsored research amount. Any costs incurred for the Sponsored Research Agreement will be expensed as incurred. For the three months ended March 31, 2015, we recorded $125,000 in research and development expense under this research agreement.
	Collectively, our outstanding license agreements provide for specified development, regulatory and sales-based milestone payments up to a total of $81.7 million payable upon occurrence of each stated event, of which $1.2 million relates to the initiation of certain development activities, $30.5 million relates to the achievement of specified regulatory approvals for the first indication and up to $50.0 million for the achievement of specified levels of product sales. Additional payments will be due for each subsequent indication if specified regulatory approvals are achieved. All milestone payments under the agreements will be recognized as research and development expense upon completion of the required events because the triggering events are not considered to be probable until they are achieved. As of March 31, 2015, we have not achieved any milestones under the agreements. Furthermore, if all the programs are successfully commercialized, we will be required to pay tiered royalties on annual net product sales ranging from the low single digits to the low teens, depending on the volume of sales and the respective agreement.

Commitments_and_Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2015
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	8. Commitments and Contingencies
	From time to time, we may be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of our business. Any of these claims could subject us to costly legal expenses and, while we generally believe that we have adequate insurance to cover many different types of liabilities, our insurance carriers may deny coverage or our policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on our results of operations and financial position. Additionally, any such claims, whether or not successful, could damage our reputation and business. We currently are not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on our results of operations or financial position.

Stockholders_Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2015
Equity [Abstract]
Stockholders' Equity	9. Stockholders’ Equity
	Common Stock
	Immediately prior to the Merger, on March 6, 2015, Prior Kura sold 16,561,396 shares of its common stock at a price of $3.16 per share, which were exchanged for 8,280,696 shares of our common stock in connection with the Merger, for net proceeds of $48.6 million, net of $3.7 million in fees. The Financing represented a qualified financing conversion event pursuant to the Notes. As such, upon the closing of the Financing, an aggregate of $7.5 million in principal under the Notes and $115,000 in accrued interest through February 28, 2015 automatically converted into 2,409,740 shares of Prior Kura common stock, which was exchanged for 1,204,870 shares of our common stock in the Merger. In addition, we incurred approximately $564,000 in costs related to the Merger which were accounted for as financing costs in additional paid-in capital.
	Effective April 13, 2015, pursuant to our amended and restated certificate of incorporation, we have authorized capital stock consisting of 200,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.
	Restricted Stock Awards
	In August 2014, Prior Kura adopted the Prior Kura 2014 Equity Incentive Plan. In connection with the Merger as discussed in Note 1, at the Effective Time of the Merger, we adopted the Prior Kura 2014 Equity Incentive Plan and approved the amendment and restatement of the Prior Kura 2014 Equity Incentive Plan pursuant to the 2014 Plan, which became effective April 13, 2015. Under the 2014 Plan, a total of 5,975,000 shares are reserved for issuance. The 2014 Plan provides equity-based incentives in the form of stock awards to employees and other providers of services to us. The 2014 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, performance-based stock awards and other forms of equity compensation to eligible recipients. Recipients of incentive stock options shall be eligible to purchase shares of our common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The maximum term of options to be granted under the Plan is ten years. No options have been granted under the plan as of March 31, 2015.
	Restricted stock awards were granted at a price equal to the estimated fair market value on the date of grant. The restricted stock awards generally vest over four years from the original vesting date, with certain grants subject to one-year cliff vesting. The vesting provisions of individual awards may vary as approved by our Board of Directors. In connection with the issuance of restricted common stock, we maintain a repurchase right where shares of restricted common stock are released from such repurchase right over a period of time of continued service by the recipient.
	The following is a summary of restricted share activity, in thousands (except per share data):
		Number of Shares			Weighted Average Grant Date Fair Value
	Balance at December 31, 2014		4,533		$	0.002
	Granted		-
	Vested		(342	)
	Unvested at March 31, 2015		4,191		$	0.002
	Vested at March 31, 2015		752		$	0.002
	As of March 31, 2015, there were 4,191,081 shares subject to repurchase, and 1,031,500 shares of common stock reserved for future stock awards under the 2014 Plan. For the three months ended March 31, 2015, we recognized share-based compensation expense totaling $644,000, of which $616,000 related to non-employee awards. In addition, $603,000 of the share-based compensation expense was charged to research and development expenses and $41,000 to general and administrative expenses.

Related_Party_Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2015
Related Party Transactions [Abstract]
Related Party Transactions	10. Related Party Transactions
	As discussed in Note 6, in January 2015, we entered into a Note Purchase Agreement and Convertible Promissory Note for a $3.0 million loan with various persons and entities named within the agreement (the Holders), of which $710,000 were with certain officers and certain officers’ related parties. As a result of the Financing, the total of unpaid principal and accrued interest as of February 28, 2015 was automatically converted into 479,667 shares of our common stock (as adjusted for the exchange in the Merger).
	Our president and chief executive officer is also the managing member of our affiliated company Araxes. Four individuals are significant stockholders of each of us and Araxes. The following is a summary of all transactions with Araxes for the three months ended March 31, 2015.
	Convertible Promissory Notes
	As described in Note 6, as a result of the Financing, the total of unpaid principal and accrued interest as of February 28, 2015 for the convertible note payable to Araxes was automatically converted into 326,443 shares of our common stock (as adjusted for the exchange in the Merger). In addition, the total of unpaid principal and accrued interest as of February 28, 2015 for the convertible note payable related to the Araxes asset purchase was automatically converted into 80,293 shares of our common stock (as adjusted for the exchange in the Merger).
	Facility Sublease
	We sublease office space from Araxes for a base monthly rent of approximately $5,000 per month plus operating expenses, taxes, insurance, and utilities applicable to the subleased property. Rent expense related to this sublease for the three months ended March 31, 2015 was $25,000. The sublease will expire on August 30, 2016.
	Management Fees
	We have a management services agreement with Araxes under which Araxes pays us a fixed $100,000 a month for management services. In addition, the agreement allows for Araxes to pay us an amount equal to the number of full time equivalents (FTE) performing collaboration services for Araxes, at an annual FTE rate of $350,000, plus actual expenses as reasonably incurred. The agreement has an initial term expiring on December 31, 2015 and renews automatically for additional consecutive one-year periods. The agreement may be terminated by either party with a notice of at least 30 days prior to December 31, 2015 or the expiration of the then-renewal term.
	Services Agreement

Subsequent_Events

Subsequent Events	3 Months Ended
	Mar. 31, 2015
Subsequent Events [Abstract]
Subsequent Events	11. Subsequent Events
	On May 12, 2015, we entered into an amendment to the executive employment agreements (the First Amendment to Executive Employment Agreements) with each of Troy Wilson, our President and Chief Executive Officer, and Heidi Henson, our Chief Financial Officer. Each First Amendment to Executive Employment Agreement provides that the merger transaction between us and our former wholly owned subsidiary, effective March 31, 2015, did not qualify as a Corporate Transaction as such term is defined in the executive employment agreements.

Summary_of_Significant_Account1

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2015
Accounting Policies [Abstract]
Research and Development Expenses	Research and Development Expenses
	Research and development expenses consist of salaries and other personnel costs, preclinical and clinical trial costs, manufacturing costs for non-commercial products and research and development facilities costs. All such costs are charged to research and development expense as incurred when these expenditures have no alternative future uses. Payments that we make in connection with in-licensed technology for a particular research and development project that have no alternative future uses (in other research and development projects or otherwise) and therefore no separate economic values are expensed as research and development costs at the time such costs are incurred. As of March 31, 2015, we have no in-licensed technologies that have alternative future uses in research and development projects or otherwise.
Share-Based Payments	Share-Based Payments
	Restricted stock awards are valued based on the fair value on the grant date. The fair value of restricted stock awards expected to vest is recognized and amortized on a straight-line basis over the requisite service period of the award, which is generally four years. Estimated fair value of the restricted stock awards granted to non-employees is recorded on the earlier of the performance commitment date or the date the services required are completed and are marked to market during the service period.
	Our equity incentive plan allows for the issuance of restricted stock awards to employees and non-employee consultants that may be subject to vesting. The unvested shares of any restricted stock awards are held in escrow as the stock award vests or until award holder termination, whichever occurs first. In the event of a termination, we have the right of repurchase, at our option, for the portion of unvested stock awards from the terminated award holder. The repurchase price for unvested stock awards will be the lower of (i) the fair market value of the shares of common stock on the date of repurchase or (ii) their original purchase price. For all unvested stock awards, a liability is established related to the cash received for the unvested portion of the stock award, which represents our obligation if all award holders were to be terminated, and is recorded within other long-term liabilities on the accompanying Balance Sheets.
Comprehensive Loss	Comprehensive Loss
	Comprehensive loss is defined as the change in equity during the period from transactions and other events and non-owner sources, including unrealized losses on investments. Net loss and comprehensive loss were the same for the period presented, therefore, a separate statement of comprehensive loss is not included in the accompanying financial statements.
Segment Reporting	Segment Reporting
	We operate in a single industry segment which is the discovery and development of personalized therapeutics for the treatment of solid tumors and blood cancers. Our chief operating decision-maker reviews the operating results on an aggregate basis and manages the operations as a single operating segment.
Fair Value Measurements	Fair Value Measurements
	Fair value is defined as the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
	•	Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities;
	•	Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
	•	Level 3 - Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
	As of March 31, 2015 and December 31, 2014, we did not have financial assets that are measured at fair value on a recurring basis. The carrying amounts of our financial instruments, which include cash, prepaid expenses, accounts payable, accrued expenses and all related party amounts approximate their fair values at March 31, 2015 and December 31, 2014, primarily due to their short-term nature. No transfers between levels have occurred during the periods presented.
	Our license agreement with The Regents of the University of California San Francisco (UCSF), which was amended in April 2015, provides for an indexed milestone payment upon the occurrence of a qualified financing and a subsequent initial public offering or a change of control event, as defined in the agreement. The indexed milestone was determined to qualify as an embedded derivative liability requiring an estimate of fair value. The UCSF derivative liability measured at fair value (Level 3) on a recurring basis was $293,000 and $196,000 as of March 31, 2015 and December 31, 2014, respectively.
	We estimate the fair value of our derivative liabilities at the time of issuance and subsequent remeasurement at each reporting date using a probability model that considers the probability of achieving the events that would trigger such liabilities and the estimated time period the liabilities would be outstanding. The estimates are based, in part, on subjective assumptions and could differ materially in the future. Changes to these assumptions can have a significant impact on the fair value of the derivative liabilities.
			Derivative Liabilities
			(In thousands)
	Balance at December 31, 2014		$	196
	Issuance of derivative liability			-
	Change in fair value (1)			97
	Balance at March 31, 2015		$	293
	-1	The amount is included within research and development expenses on our Statement of Operations and Comprehensive Loss.
Net Loss per Share	Net Loss per Share
	We calculated basic net loss per share by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of unvested restricted stock awards outstanding under our equity plan. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the antidilutive effect of the securities. Potentially dilutive securities, which includes unvested stock awards of 4,191,081 are excluded from the calculation of diluted net loss per share for the three months ended March 31, 2015 due to the anti-dilutive effect of the securities.

Summary_of_Significant_Account2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2015
Accounting Policies [Abstract]
Significant Impact of Changes in Assumptions on Fair Value of Derivative Liabilities	Changes to these assumptions can have a significant impact on the fair value of the derivative liabilities.
			Derivative Liabilities
			(In thousands)
	Balance at December 31, 2014		$	196
	Issuance of derivative liability			-
	Change in fair value (1)			97
	Balance at March 31, 2015		$	293
	-1	The amount is included within research and development expenses on our Statement of Operations and Comprehensive Loss.

Property_and_Equipment_Net_Tab

Property and Equipment, Net (Tables)	3 Months Ended
	Mar. 31, 2015
Property Plant And Equipment [Abstract]
Property and Equipment, Net	Property and equipment consisted of the following, in thousands:
		March 31, 2015			December 31, 2014
	Computer equipment	$	31		$	26
	Software		7			2
			38			28
	Less: accumulated depreciation		(4	)		(1	)
	Property and equipment, net	$	34		$	27

Accounts_Payable_and_Accrued_L1

Accounts Payable and Accrued Liabilities (Tables)	3 Months Ended
	Mar. 31, 2015
Payables And Accruals [Abstract]
Accounts Payable and Accrued Liabilities	Accounts payable and accrued liabilities consisted of the following, in thousands:
		March 31, 2015		December 31, 2014
	Accounts payable	$	3,612	$	226
	Accrued expenses		781		581
	Accrued compensation and benefits		76		39
	Total accounts payable and accrued expenses	$	4,469	$	846

Stockholders_Equity_Tables

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2015
Equity [Abstract]
Summary of Restricted Share Activity	The following is a summary of restricted share activity, in thousands (except per share data):
		Number of Shares			Weighted Average Grant Date Fair Value
	Balance at December 31, 2014		4,533		$	0.002
	Granted		-
	Vested		(342	)
	Unvested at March 31, 2015		4,191		$	0.002
	Vested at March 31, 2015		752		$	0.002

Business_and_Organization_Addi

Business and Organization - Additional Information (Details) (USD $)	0 Months Ended		3 Months Ended
	Mar. 06, 2015	Feb. 28, 2015	Mar. 31, 2015	Dec. 31, 2014
Product Information [Line Items]
Common stock, shares issued			14,508,177	4,944,000
Redemption of pre merger common stock shares	5,000,000
Aggregate consideration of redemption	$70,000
Professional costs	30,000
Percentage by Parent	100.00%
Proceeds from issuance of common stock, net			51,580,000
Common stock, shares exchanged	8,280,696	1,204,870
Conversion of convertible promissory notes and accrued interest, Shares		2,409,740
Reverse merger common share exchange ratio			0.5
Common stock, par value			$0.00	$0.00
Private Placement [Member]
Product Information [Line Items]
Common stock, shares issued	16,561,396
Common stock, issued price per share	$3.16
Proceeds from issuance of common stock, net	52,300,000
Common stock, shares exchanged	8,280,696	1,204,870
Convertible promissory notes accrued interest		115,000
Conversion of common stock		7,500,000

Summary_of_Significant_Account3

Summary of Significant Accounting Policies - Additional Information (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
	Segment
Summary Of Significant Accounting Policies [Line Items]
Number of operating segments	1
Potentially dilutive securities	4,191,081
Fair Value Measurements on Recurring Basis | Significant Unobservable Inputs (Level 3)
Summary Of Significant Accounting Policies [Line Items]
Embedded derivative liability	293,000	$196,000
Restricted Stock Awards
Summary Of Significant Accounting Policies [Line Items]
Requisite service period of stock awards	4 years

Summary_of_Significant_Account4

Summary of Significant Accounting Policies - Significant Impact of Changes in Assumptions on Fair Value of Derivative Liabilities (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2015
Fair Value Disclosures [Abstract]
Derivative Liabilities, Beginning Balance	$196
Change in fair value	97	[1]
Derivative Liabilities, Ending Balance	$293
[1]	The amount is included within research and development expenses on our Statement of Operations and Comprehensive Loss.

Property_and_Equipment_Net_Det

Property and Equipment, Net (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
In Thousands, unless otherwise specified
Property Plant And Equipment [Line Items]
Property and equipment, gross	$38	$28
Less: accumulated depreciation	-4	-1
Property and equipment, net	34	27	[1]
Computer Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	31	26
Software
Property Plant And Equipment [Line Items]
Property and equipment, gross	$7	$2
[1]	The balance sheet data at December 31, 2014 has been derived from audited financial statements at that date. It does not include, however, all of the information and notes required by US generally accepted accounting principles for complete financial statements.

Accounts_Payable_and_Accrued_L2

Accounts Payable and Accrued Liabilities (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
In Thousands, unless otherwise specified
Payables And Accruals [Abstract]
Accounts payable	$3,612	$226
Accrued expenses	781	581
Accrued compensation and benefits	76	39
Total accounts payable and accrued expenses	$4,469	$846	[1]
[1]	The balance sheet data at December 31, 2014 has been derived from audited financial statements at that date. It does not include, however, all of the information and notes required by US generally accepted accounting principles for complete financial statements.

Notes_Payable_Additional_Infor

Notes Payable - Additional Information (Details) (USD $)	Feb. 28, 2015	Jan. 31, 2015	Dec. 31, 2014	Oct. 31, 2014
January 2015 Convertible Notes
Debt Instrument [Line Items]
Convertible promissory note		$3,000,000
Unpaid principal and accrued interest converted into common stock shares	479,667
January 2015 Convertible Notes | Certain Officers and Certain Officer's Related Parties
Debt Instrument [Line Items]
Convertible promissory note		710,000
February 2015 Convertible Notes
Debt Instrument [Line Items]
Convertible promissory note	1,000,000
Unpaid principal and accrued interest converted into common stock shares	158,852
Araxes Asset Purchase Agreement
Debt Instrument [Line Items]
Convertible promissory note			500,000
Unpaid principal and accrued interest converted into common stock shares	80,293
Araxes Pharma LLC
Debt Instrument [Line Items]
Convertible promissory note				2,000,000
Unpaid principal and accrued interest converted into common stock shares	326,443
JJDC, Inc
Debt Instrument [Line Items]
Convertible promissory note		$1,000,000
Unpaid principal and accrued interest converted into common stock shares	159,615

License_Agreements_Additional_

License Agreements - Additional Information (Details) (USD $)	3 Months Ended	0 Months Ended
	Mar. 31, 2015	Feb. 15, 2015	Nov. 21, 2014	Dec. 31, 2014
License Agreements [Line Items]
Common stock, shares issued	14,508,177			4,944,000
Research and development	$2,604,000
The University of Michigan License Agreement
License Agreements [Line Items]
License agreement date	22-Dec-14
Common stock, shares issued	79,113
Research and development	500,000
Agreement termination written notice	90 days
Agreement termination period due to payment failure	30 days
Agreement termination notice period in event of material breach	60 days
The University of Michigan Sponsored Research Agreement
License Agreements [Line Items]
Research and development	125,000
Sponsor of research over three- year		2,700,000
Sponsored research agreement period		3 years
Sponsored research amount, expensed as incurred		2,000,000
License Agreements
License Agreements [Line Items]
Outstanding license agreements			81,700,000
License Agreements | Initiation of Certain Development Activities
License Agreements [Line Items]
Outstanding license agreements			1,200,000
License Agreements | Specified Regulatory Approvals
License Agreements [Line Items]
Outstanding license agreements			30,500,000
License Agreements | Specified Levels of Product Sales
License Agreements [Line Items]
Outstanding license agreements			$50,000,000

Stockholders_Equity_Additional

Stockholder's Equity - Additional Information (Details) (USD $)	0 Months Ended		3 Months Ended
	Mar. 06, 2015	Feb. 28, 2015	Mar. 31, 2015	Dec. 31, 2014	Apr. 13, 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares exchanged	8,280,696	1,204,870
Conversion of convertible promissory notes and accrued interest, Shares		2,409,740
Common stock, shares authorized			100,000,000	100,000,000
Common stock, par value			$0.00	$0.00
Preferred stock, shares authorized			10,000,000	10,000,000
Preferred stock, par value			$0.00	$0.00
Number of shares, subject to repurchase			4,191,081
Share based compensation expense			$644,000
Research And Development Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation expense			603,000
General And Administrative Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation expense			41,000
Restricted Stock Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted under equity incentive plan			0
Vesting period			4 years
Restricted Stock Awards | 2014 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance			5,975,000
Restricted Stock Awards | 2014 Equity Incentive Plan | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Term of equity incentive plan			10 years
Restricted Stock With Cliff Vesting
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period			1 year
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance			1,031,500
Non Employee Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation expense			616,000
Private Placement [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares issued	16,561,396
Common stock, issued price per share	3.16
Common stock, shares exchanged	8,280,696	1,204,870
Proceeds from issuance of common stock net of issuance costs	48,600,000
Financing fees	3,700,000
Conversion of common stock		7,500,000
Convertible promissory notes accrued interest		115,000
Payments for merger related costs		564,000
Common Stock | Private Placement [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Conversion of convertible promissory notes and accrued interest, Shares		2,409,740
Subsequent Event
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares authorized					200,000,000
Common stock, par value					$0.00
Preferred stock, shares authorized					10,000,000
Preferred stock, par value					$0.00

Stockholders_Equity_Summary_of

Stockholder's Equity - Summary of Restricted Share Activity (Details) (Restricted Stock Awards, USD $)	3 Months Ended
	Mar. 31, 2015
Restricted Stock Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Beginning Balance, Number of Shares	4,533
Vested, Number of Shares	-342
Ending Balance, Number of Shares	4,191
Vested, Number of Shares	752
Beginning Balance, Weighted-Average Grant Date Fair Value	$0.00
Ending Balance, Weighted-Average Grant Date Fair Value	$0.00
Vested, Weighted-Average Grant Date Fair Value	$0.00

Related_Party_Transactions_Add

Related Party Transactions - Additional Information (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Feb. 28, 2015	Oct. 31, 2014	Dec. 31, 2014	Jan. 31, 2015
Araxes Pharma LLC
Related Party Transaction [Line Items]
Convertible promissory note			$2,000,000
Unpaid principal and accrued interest converted into common stock shares		326,443
Agreement expiration date	31-Dec-15
Agreement termination notice period	30 days
Management Fee, Description	We have a management services agreement with Araxes under which Araxes pays us a fixed $100,000 a month for management services. In addition, the agreement allows for Araxes to pay us an amount equal to the number of full time equivalents (FTE) performing collaboration services for Araxes, at an annual FTE rate of $350,000, plus actual expenses as reasonably incurred. The agreement has an initial term expiring on December 31, 2015 and renews automatically for additional consecutive one-year periods. The agreement may be terminated by either party with a notice of at least 30 days prior to December 31, 2015 or the expiration of the then-renewal term.
Araxes Asset Purchase Agreement
Related Party Transaction [Line Items]
Convertible promissory note				500,000
Unpaid principal and accrued interest converted into common stock shares		80,293
Director
Related Party Transaction [Line Items]
Office space sublease monthly rent	5,000
Rent expense related to office space sublease	25,000
Sublease expiration date	30-Aug-16
Management service agreement, fixed	100,000
Management service agreement, full time equivalents performing collaboration services	350,000
Wellspring BioSciences LLC
Related Party Transaction [Line Items]
Agreement expiration date	31-Dec-15
Agreement termination notice period	30 days
Research and development services expense at full time equivalents rate	400,000
January 2015 Convertible Notes
Related Party Transaction [Line Items]
Convertible promissory note					3,000,000
Unpaid principal and accrued interest converted into common stock shares		479,667
January 2015 Convertible Notes | Certain Officers and Certain Officer's Related Parties
Related Party Transaction [Line Items]
Convertible promissory note					$710,000