Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 12, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Kura Oncology, Inc. | |
Entity Central Index Key | 1,422,143 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 14,508,177 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | ||
Current assets: | ||||
Cash and cash equivalents | $ 19,788 | $ 1,124 | [1] | |
Short-term investments | 26,145 | |||
Accounts receivable, related party | 372 | 30 | [1] | |
Prepaid expenses and other current assets | 884 | 42 | [1] | |
Total current assets | 47,189 | 1,196 | [1] | |
Property and equipment, net | 59 | 27 | [1] | |
Other long-term assets | 279 | 150 | [1] | |
Other long-term assets, related party | 5 | 5 | [1] | |
Total assets | 47,532 | 1,378 | [1] | |
Current liabilities: | ||||
Accounts payable and accrued expenses | 2,492 | 846 | [1] | |
Accounts payable and accrued expenses, related party | 1,112 | 134 | [1] | |
Convertible notes payable, related party, current | [1] | 2,036 | ||
Total current liabilities | 3,604 | 3,016 | [1] | |
Convertible notes payable, related party | [1] | 493 | ||
Other long-term liabilities | 604 | 1,295 | [1] | |
Other long-term liabilities, related party | [1] | 7 | ||
Total liabilities | $ 4,208 | $ 4,811 | [1] | |
Commitments and contingencies (Note 10) | ||||
Stockholders' equity (deficit): | ||||
Preferred stock, $0.0001 par value; 10,000 shares authorized; no shares issued and outstanding | ||||
Common stock, $0.0001 par value; 200,000 and 100,000 shares authorized; 14,508 and 4,944 shares issued; and 10,609 and 411 shares outstanding, excluding 3,899 and 4,533 shares subject to repurchase as of June 30, 2015 and December 31, 2014, respectively | $ 1 | |||
Additional paid-in capital | 57,069 | $ 238 | [1] | |
Accumulated comprehensive loss | (14) | |||
Accumulated deficit | (13,732) | (3,671) | [1] | |
Total stockholders' equity (deficit) | 43,324 | (3,433) | [1] | |
Total liabilities and stockholders' equity (deficit) | $ 47,532 | $ 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 U.S. generally accepted accounting principles for complete financial statements. |
Condensed Balance Sheets (Unau3
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
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 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 100,000,000 |
Common stock, shares issued | 14,508,177 | 4,944,000 |
Common stock, shares outstanding | 10,609,000 | 411,000 |
Number of shares, subject to repurchase | 3,899,000 | 4,533,000 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss (Unaudited) - Jun. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | Total |
Operating Expenses: | ||
Research and development | $ 3,345 | $ 5,949 |
General and administrative | 1,492 | 2,529 |
General and administrative, related party | 14 | 37 |
Total operating expenses | 5,907 | 10,595 |
Other Income (Expense): | ||
Management fee income, related party | 300 | 600 |
Interest income | 22 | 22 |
Interest expense | (42) | |
Interest expense, related party | (46) | |
Total other income | 322 | 534 |
Net loss | $ (5,585) | $ (10,061) |
Net loss per share, basic and diluted | $ (0.54) | $ (1.47) |
Weighted average number of shares used in computing net loss per share, basic and diluted | 10,420 | 6,822 |
Comprehensive Loss: | ||
Net loss | $ (5,585) | $ (10,061) |
Unrealized loss on marketable securities | (14) | (14) |
Comprehensive loss | (5,599) | (10,075) |
Related party | ||
Operating Expenses: | ||
Research and development | $ 1,056 | $ 2,080 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - Jun. 30, 2015 - USD ($) | Total | |
Operating Activities | ||
Net loss | $ (10,061,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation expense | 1,129,000 | |
Non-cash license fee expense | 500,000 | |
Change in value of derivative liability | [1] | 307,000 |
Non-cash accrued interest expense | 37,000 | |
Non-cash accrued interest expense, related parties | 42,000 | |
Depreciation expense | 6,000 | |
Amortization of discount on marketable securities | 37,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, related party | (342,000) | |
Prepaid expenses and other current assets | (778,000) | |
Other long-term assets | (129,000) | |
Accounts payable and accrued expenses | 1,382,000 | |
Accounts payable and accrued expenses, related party | 978,000 | |
Other long-term liabilities | (998,000) | |
Net cash used in operating activities | (7,890,000) | |
Investing Activities | ||
Purchases of marketable securities | (26,260,000) | |
Purchases of property and equipment | (27,000) | |
Net cash used in investing activities | (26,287,000) | |
Financing Activities | ||
Proceeds from issuance of common stock, net | 47,841,000 | |
Proceeds from issuance of convertible notes payable | 5,000,000 | |
Net cash provided by financing activities | 52,841,000 | |
Net increase in cash and cash equivalents | 18,664,000 | |
Cash and cash equivalents at beginning of period | [2] | 1,124,000 |
Cash and cash equivalents at end of period | 19,788,000 | |
Supplemental disclosure of non-cash financing activities: | ||
Conversion of convertible notes and related accrued interest to common stock | 4,327,000 | |
Conversion of convertible notes and related accrued interest to common stock, related party | 3,288,000 | |
Financing costs included in accounts payable and accrued expenses | $ 253,000 | |
[1] | The amount is included within research and development expenses on our condensed statement of operations and comprehensive loss. The change in fair value of the derivative liability for the three and six months ended June 30, 2015 was $210,000 and $307,000, respectively. | |
[2] | 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 U.S. generally accepted accounting principles for complete financial statements. |
Business and Organization
Business and Organization | 6 Months Ended |
Jun. 30, 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 Unaudited Condensed Financial Statements to the “Company” or “we”, “our” or “us”, refer to Kura Oncology, Inc., or 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, or Effective Time, we completed a reverse merger, or the Merger, with a wholly owned subsidiary of “Zeta Acquisition Corp. III,” or 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. The share and price per share amounts presented in these Unaudited Condensed Financial Statements have been adjusted for such exchange. 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, or 2014 Plan, pursuant to our 2014 Plan, which became effective in April 2015. Refer to Note 12, Equity Incentive Plan for detailed discussion of the 2014 Plan. Immediately following the Effective Time, pursuant to the terms of a Redemption Agreement dated March 6, 2015, or 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, or 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 8,280,696 shares of our common stock to investors at a price of $6.32 per share for gross proceeds of $52.3 million, or the Financing. The Financing represented a qualified financing conversion event pursuant to the then outstanding convertible promissory notes. As such, upon the closing of the Financing, $7.5 million in principal and $115,000 in accrued interest on such convertible promissory notes through February 28, 2015 automatically converted into 1,204,870 shares of our common stock. 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 | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2. Basis of Presentation The accompanying unaudited condensed financial statements should be read in conjunction with Prior Kura’s audited financial statements and notes thereto for the year ended December 31, 2014 included in the final prospectus dated July 21, 2015 filed with the pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to our registration statement on Form S-1 (333-203503), originally filed with The preparation of the condensed financial statements in accordance with GAAP requires our management to make estimates and assumptions that affect the amounts reported in our condensed 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 Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Cash and Cash Equivalents Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. Cash and cash equivalents consist primarily of cash in readily available checking and money market accounts. Short-Term Investments Short-term investments are marketable securities with maturities greater than three months from date of purchase that are specifically identified to fund current operations. Short-term investments are classified as available-for-sale at fair value as determined by prices for identical or similar securities at the balance sheet date. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date, which reflects management’s intention to use the proceeds from sales of these securities to fund our operations, as necessary. The cost of short-term investments is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion is included in interest income. The available-for-sale investments are carried at fair value with unrealized gains and losses recorded in other comprehensive loss and included as a separate component of stockholders' equity (deficit). Realized gains and losses from the sale of available-for-sale securities and declines in value judged to be other than temporary on short-term investments, if any, are determined on a specific identification basis and are reclassified out of comprehensive loss and included in interest income in the condensed statement of operations and comprehensive loss. 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. Research and Development Expenses Research and development expenses consist of salaries, benefits, 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 June 30, 2015, we have no in-licensed technologies that have alternative future uses in research and development projects or otherwise. Clinical Trial Costs and Accruals A significant portion of our clinical trial costs relate to contracts with contract research organizations, or CROs. The financial terms of our CRO contracts may result in payment flows that do not match the periods over which materials or services are provided to us under such contracts. Our objective is to reflect the appropriate clinical trial expenses in our condensed financial statements by matching those expenses with the period in which services and efforts are expended. As part of the process of preparing our condensed financial statements, we rely on cost information provided by our CROs (concerning monthly expenses as well as reimbursement for pass through costs). We are also required to estimate certain of our expenses resulting from our obligations under our CRO contracts. Accordingly, our clinical trial accrual is dependent upon the timely and accurate reporting of CROs and other third-party vendors. If the contracted amounts are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), we modify our accruals accordingly on a prospective basis. Revisions in the scope of a contract are charged to expense in the period in which the facts that give rise to the revision become reasonably certain. Historically, we have had no material changes in clinical trial expense that had a material impact on our results of operations or financial position. Share-Based Payments Our share-based awards are measured at fair value on the date of grant based upon the estimated fair value of common stock. The fair value of awards expected to vest are recognized and amortized on a straight-line basis over the requisite service period of the award less estimated forfeitures. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model that requires the use of subjective assumptions including volatility, expected term, risk-free rate, and the fair value of the underlying common stock. Awards granted to non-employees are subject to periodic revaluation over their vesting terms. The fair value of non-employee awards is remeasured at each reporting period as the underlying awards vest unless the instruments are fully vested, immediately exercisable and nonforfeitable on the date of grant. We record the expense for stock option grants to non-employees based on the estimated fair value of the stock options using the Black-Scholes option pricing model. 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 remeasured at fair value during the service period. As non-employee restricted stock awards vest, they are remeasured at fair value and expensed based on the intrinsic value method which is measured as the difference between the exercise price paid for the restricted stock award and the fair value of the shares as the right of the repurchase lapses each vesting period. 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 marketable securities. 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. Net Loss per Share We calculated basic net loss per common 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 and outstanding stock options 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. Because of our net loss, unvested stock awards representing an aggregate of 3,899,285 shares of common stock and options to purchase an aggregate of 410,000 shares of common stock, are excluded from the calculation of diluted net loss per common share as of June 30, 2015 due to the anti-dilutive effect of the securities. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2014-09, Revenue from Contracts with Customers (Topic 606), that supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance provides that an entity recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The new standard allows for two methods of adoption: (a) full retrospective adoption, meaning the standard is applied to all periods presented, or (b) modified retrospective adoption, meaning the cumulative effect of applying the new standard is recognized as an adjustment to the opening retained earnings balance. In July 2015, the FASB voted to amend ASU 2014-09 by approving a one-year deferral of the effective date as well as providing the option to early adopt the standard on the original effective date. Accordingly, we will adopt the standard for annual reporting period beginning after December 15, 2017, including interim periods within that reporting period. We are currently evaluating the alternative transition methods and the potential effects on our financial statements and future operating results. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under the new guidance, management will be required to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The provisions of this ASU are effective for annual periods beginning after December 15, 2016, and for annual and interim periods thereafter. We are currently evaluating the potential changes from this ASU to our future financial reporting and disclosures. |
Short-Term Investments
Short-Term Investments | 6 Months Ended |
Jun. 30, 2015 | |
Investments All Other Investments [Abstract] | |
Short-Term Investments | 4. Short-Term Investments The following table summarizes, by major security type, our short-term investments that are measured at fair value on a recurring basis as of June 30, 2015, in thousands: As of June 30, 2015 Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Government sponsored entities 2 years or less $ 13,317 $ 1 $ (2 ) $ 13,316 Corporate debt securities 2 years or less 8,946 - (13 ) 8,933 Commercial paper 1 year or less 3,896 - - 3,896 Total $ 26,159 $ 1 $ (15 ) $ 26,145 These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date, which reflects management’s intention to use the proceeds from sales of these securities to fund our operations, as necessary. We review our investments to identify and evaluate investments that have an indication of possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. As of June 30, 2015, we had not recognized any such impairment in our condensed financial statements. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements Investment Securities As of June 30, 2015, we had cash equivalents and short-term investments measured at fair value on a recurring basis. As of December 31, 2014, we did not have any cash equivalents or short-term investments measured at fair value on a recurring basis. The carrying amounts of our financial instruments, which include cash equivalents, prepaid expenses, accounts payable, accrued expenses and all related party amounts approximate their fair values as of June 30, 2015, primarily due to their short-term nature. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Available-for-sale marketable securities consist of corporate debt securities, commercial paper and government sponsored entities and were measured at fair value using Level 2 inputs. We determine the fair value of Level 2 related securities with the aid of valuations provided by third parties using proprietary valuation models and analytical tools. These valuation models and analytical tools use market pricing or prices for similar instruments that are both objective and publicly available, including matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids and/or offers. We validate the fair values of Level 2 financial instruments by comparing these fair values to a third-party pricing source. No transfers between levels have occurred during the periods presented. The following table summarizes, by major security type, our cash equivalents and short-term investments that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as of June 30, 2015, in thousands: Fair Value Measurements at June 30, 2015 Balance Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 18,753 $ 18,753 $ - $ - Short-term investments: Government sponsored entities 13,316 - 13,316 - Corporate debt securities 8,933 - 8,933 - Commercial paper 3,896 - 3,896 - Total short-term investments 26,145 - 26,145 - Total $ 44,898 $ 18,753 $ 26,145 $ - Derivative Liability Our license agreement with The Regents of the University of California San Francisco, or 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 is measured at fair value (Level 3) on a recurring basis and is included in other long-term liabilities on the condensed balance sheets. No transfers between levels have occurred during the periods presented. 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. The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs: Derivative (In thousands) Balance at December 31, 2014 $ 196 Change in fair value (1) 307 Balance at June 30, 2015 $ 503 (1) The amount is included within research and development expenses on our condensed statement of operations and comprehensive loss. The change in fair value of the derivative liability for the three and six months ended June 30, 2015 was $210,000 and $307,000, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment consisted of the following, in thousands: June 30, 2015 December 31, 2014 Computer equipment $ 59 $ 26 Software 7 2 66 28 Less: accumulated depreciation (7 ) (1 ) Property and equipment, net $ 59 $ 27 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 7. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following, in thousands: June 30, 2015 December 31, 2014 Accounts payable $ 715 $ 226 Accrued expenses 1,193 581 Accrued compensation and benefits 584 39 Total accounts payable and accrued expenses $ 2,492 $ 846 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | 8. 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, or 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. 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. 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, or 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. JJDC Convertible Note In accordance with the license agreement with Janssen Pharmaceutica NV, or 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., or 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. February 2015 Convertible Notes In February 2015, we entered into a Note Purchase Agreement and Convertible Promissory Note with entities named within the agreement, or the February Note Holders, under which the February Note Holders provided a $1.0 million loan in the form of convertible promissory notes. As a result of the Financing, the total of unpaid principal and accrued interest as of February 28, 2015 was automatically converted into 158,852 shares of our common stock. |
License Agreements
License Agreements | 6 Months Ended |
Jun. 30, 2015 | |
License Agreements [Abstract] | |
License Agreements | 9. 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, or Michigan, 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 at a fair value of $500,000, which was recognized as research and development expense during the six months ended June 30, 2015. The agreement will terminate upon the last-to-expire patent rights, or may be terminated by us at any time 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 and six months ended June 30, 2015, we recorded approximately $251,000 and $376,000, respectively, 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 June 30, 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 | 6 Months Ended |
Jun. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. 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 | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity Immediately prior to the Merger, on March 6, 2015, Prior Kura sold 8,280,696 shares of our common stock at a price of $6.32 per share, for net proceeds of approximately $48.2 million, net of $4.1 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 1,204,870 shares of our common stock. In addition, we incurred approximately $568,000 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. |
Equity Incentive Plan
Equity Incentive Plan | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Incentive Plan | 12. Equity Incentive Plan 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. As of June 30, 2015, there were 621,500 shares of common stock reserved for future stock awards under the 2014 Plan. 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. Stock Options The following is a summary of stock option activity for the six months ended June 30, 2015, in thousands (except per share data): Number of Shares Weighted Balance at December 31, 2014 - Granted 410 $ 6.32 Balance at June 30, 2015 410 $ 6.32 Exercisable at June 30, 2015 2 $ 6.32 The weighted average assumptions used to estimate the fair value of stock options granted to employees in the six months ended June 30, 2015 using the Black-Scholes option pricing model were as follows: Six Months Ended June 30, 2015 Weighted average grant date fair value per share $ 4.02 Expected volatility 70.8 % Expected term (in years) 6.00 — 6.08 Risk free interest rate 1.8 % Expected dividend yield - In estimating fair value for stock options issued under the 2014 Plan, expected volatility was based on historical volatility of comparable publicly-traded companies because our common stock has not been publicly traded. Due to the lack of historical option exercise data, we estimated the expected term using the simplified method. The risk-free interest rates are based on the U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The expected dividend yield of zero reflects that we have not paid cash dividends since inception and do not intend to pay cash dividends in the foreseeable future. We apply estimate forfeitures at the time of grant based on historical experience and revise our estimate in subsequent periods if actual forfeitures differ from those estimates. Restricted Stock Awards 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 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. As of June 30, 2015, there were 3,899,285 shares subject to repurchase, of which 3,286,888 and 612,397 shares were related to employee and non-employee stock awards, respectively. The following is a summary of restricted share activity for the six months ended June 30, 2015, in thousands (except per share data): Number of Shares Weighted Balance at December 31, 2014 4,533 $ 0.002 Granted - Vested (634 ) Unvested at June 30, 2015 3,899 $ 0.003 Vested at June 30, 2015 1,044 $ 0.004 For the six months ended June 30, 2015, 487,028 and 146,561 shares underlying restricted stock awards granted to employees and non-employees, respectively, vested. As of June 30, 2015, 809,112 and 235,103 shares of underlying restricted stock awards granted to employees and non-employees, respectively, were vested. For the three and six months ended June 30, 2015, we recognized share-based compensation expense related to restricted stock awards totaling $397,000 and $1.0 million, respectively, of which $364,000 and $968,000 related to non-employee restricted stock awards, respectively. The following table summarizes share-based compensation expense for all equity awards granted, in thousands: Three months ended Six months ended June 30, 2015 June 30, 2015 Research and development $ 404 $ 1,007 General and administrative 81 122 Total stock-based compensation expense $ 485 $ 1,129 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions As discussed in Note 8, in January 2015, we entered into a Note Purchase Agreement and Convertible Promissory Note for a $3.0 million loan with 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. 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 six months ended June 30, 2015: Convertible Promissory Notes As described in Note 8, 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. 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. Facility Sublease We sublease office space from Araxes for a base 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 and six months ended June 30, 2015 was $24,000 and $49,000, respectively. 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, or 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 We have a services agreement with Wellspring Biosciences LLC (a wholly owned subsidiary of Araxes) which allows for payment of research and development services provided to us of an amount equal to the number of FTE’s performing the services, at an annual FTE rate of $400,000, plus actual expenses as reasonably incurred. This services 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events Cambridge Facilities Lease In August 2015, we entered into a lease agreement for approximately 3,677 square feet of office space located in Cambridge, Massachusetts. We paid a security deposit of approximately $44,000. The lease is subject to a 60 month term, with initial monthly rent of approximately $21,000 per month, and subject to a 1.4% annual rent increase. Total base rent payable over the lease period is $1.3 million. In addition to base monthly rent, we are obligated to pay for operating expenses, taxes, insurance and utilities applicable to the leased property. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. Cash and cash equivalents consist primarily of cash in readily available checking and money market accounts. |
Short-Term Investments | Short-Term Investments Short-term investments are marketable securities with maturities greater than three months from date of purchase that are specifically identified to fund current operations. Short-term investments are classified as available-for-sale at fair value as determined by prices for identical or similar securities at the balance sheet date. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date, which reflects management’s intention to use the proceeds from sales of these securities to fund our operations, as necessary. The cost of short-term investments is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion is included in interest income. The available-for-sale investments are carried at fair value with unrealized gains and losses recorded in other comprehensive loss and included as a separate component of stockholders' equity (deficit). Realized gains and losses from the sale of available-for-sale securities and declines in value judged to be other than temporary on short-term investments, if any, are determined on a specific identification basis and are reclassified out of comprehensive loss and included in interest income in the condensed statement of operations and comprehensive loss. |
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. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist of salaries, benefits, 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 June 30, 2015, we have no in-licensed technologies that have alternative future uses in research and development projects or otherwise. |
Clinical Trial Costs and Accruals | Clinical Trial Costs and Accruals A significant portion of our clinical trial costs relate to contracts with contract research organizations, or CROs. The financial terms of our CRO contracts may result in payment flows that do not match the periods over which materials or services are provided to us under such contracts. Our objective is to reflect the appropriate clinical trial expenses in our condensed financial statements by matching those expenses with the period in which services and efforts are expended. As part of the process of preparing our condensed financial statements, we rely on cost information provided by our CROs (concerning monthly expenses as well as reimbursement for pass through costs). We are also required to estimate certain of our expenses resulting from our obligations under our CRO contracts. Accordingly, our clinical trial accrual is dependent upon the timely and accurate reporting of CROs and other third-party vendors. If the contracted amounts are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), we modify our accruals accordingly on a prospective basis. Revisions in the scope of a contract are charged to expense in the period in which the facts that give rise to the revision become reasonably certain. Historically, we have had no material changes in clinical trial expense that had a material impact on our results of operations or financial position. |
Share-Based Payments | Share-Based Payments Our share-based awards are measured at fair value on the date of grant based upon the estimated fair value of common stock. The fair value of awards expected to vest are recognized and amortized on a straight-line basis over the requisite service period of the award less estimated forfeitures. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model that requires the use of subjective assumptions including volatility, expected term, risk-free rate, and the fair value of the underlying common stock. Awards granted to non-employees are subject to periodic revaluation over their vesting terms. The fair value of non-employee awards is remeasured at each reporting period as the underlying awards vest unless the instruments are fully vested, immediately exercisable and nonforfeitable on the date of grant. We record the expense for stock option grants to non-employees based on the estimated fair value of the stock options using the Black-Scholes option pricing model. 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 remeasured at fair value during the service period. As non-employee restricted stock awards vest, they are remeasured at fair value and expensed based on the intrinsic value method which is measured as the difference between the exercise price paid for the restricted stock award and the fair value of the shares as the right of the repurchase lapses each vesting period. |
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 marketable securities. |
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. |
Net Loss per Share | Net Loss per Share We calculated basic net loss per common 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 and outstanding stock options 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. Because of our net loss, unvested stock awards representing an aggregate of 3,899,285 shares of common stock and options to purchase an aggregate of 410,000 shares of common stock, are excluded from the calculation of diluted net loss per common share as of June 30, 2015 due to the anti-dilutive effect of the securities. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2014-09, Revenue from Contracts with Customers (Topic 606), that supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance provides that an entity recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The new standard allows for two methods of adoption: (a) full retrospective adoption, meaning the standard is applied to all periods presented, or (b) modified retrospective adoption, meaning the cumulative effect of applying the new standard is recognized as an adjustment to the opening retained earnings balance. In July 2015, the FASB voted to amend ASU 2014-09 by approving a one-year deferral of the effective date as well as providing the option to early adopt the standard on the original effective date. Accordingly, we will adopt the standard for annual reporting period beginning after December 15, 2017, including interim periods within that reporting period. We are currently evaluating the alternative transition methods and the potential effects on our financial statements and future operating results. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under the new guidance, management will be required to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The provisions of this ASU are effective for annual periods beginning after December 15, 2016, and for annual and interim periods thereafter. We are currently evaluating the potential changes from this ASU to our future financial reporting and disclosures. |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Investments All Other Investments [Abstract] | |
Short-Term Investments Measured at Fair Value on Recurring Basis | The following table summarizes, by major security type, our short-term investments that are measured at fair value on a recurring basis as of June 30, 2015, in thousands: As of June 30, 2015 Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Government sponsored entities 2 years or less $ 13,317 $ 1 $ (2 ) $ 13,316 Corporate debt securities 2 years or less 8,946 - (13 ) 8,933 Commercial paper 1 year or less 3,896 - - 3,896 Total $ 26,159 $ 1 $ (15 ) $ 26,145 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Fair Value Measurements, By Major Security Type | The following table summarizes, by major security type, our cash equivalents and short-term investments that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as of June 30, 2015, in thousands: Fair Value Measurements at June 30, 2015 Balance Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 18,753 $ 18,753 $ - $ - Short-term investments: Government sponsored entities 13,316 - 13,316 - Corporate debt securities 8,933 - 8,933 - Commercial paper 3,896 - 3,896 - Total short-term investments 26,145 - 26,145 - Total $ 44,898 $ 18,753 $ 26,145 $ - |
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 (In thousands) Balance at December 31, 2014 $ 196 Change in fair value (1) 307 Balance at June 30, 2015 $ 503 The amount is included within research and development expenses on our condensed statement of operations and comprehensive loss. The change in fair value of the derivative liability for the three and six months ended June 30, 2015 was $210,000 and $307,000, respectively. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment consisted of the following, in thousands: June 30, 2015 December 31, 2014 Computer equipment $ 59 $ 26 Software 7 2 66 28 Less: accumulated depreciation (7 ) (1 ) Property and equipment, net $ 59 $ 27 |
Accounts Payable and Accrued 24
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following, in thousands: June 30, 2015 December 31, 2014 Accounts payable $ 715 $ 226 Accrued expenses 1,193 581 Accrued compensation and benefits 584 39 Total accounts payable and accrued expenses $ 2,492 $ 846 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following is a summary of stock option activity for the six months ended June 30, 2015, in thousands (except per share data): Number of Shares Weighted Balance at December 31, 2014 - Granted 410 $ 6.32 Balance at June 30, 2015 410 $ 6.32 Exercisable at June 30, 2015 2 $ 6.32 |
Summary of Weighted Average Assumptions of Fair Value of Stock Options Under Black-Scholes Option Pricing Model | The weighted average assumptions used to estimate the fair value of stock options granted to employees in the six months ended June 30, 2015 using the Black-Scholes option pricing model were as follows: Six Months Ended June 30, 2015 Weighted average grant date fair value per share $ 4.02 Expected volatility 70.8 % Expected term (in years) 6.00 — 6.08 Risk free interest rate 1.8 % Expected dividend yield - |
Summary of Restricted Share Activity | The following is a summary of restricted share activity for the six months ended June 30, 2015, in thousands (except per share data): Number of Shares Weighted Balance at December 31, 2014 4,533 $ 0.002 Granted - Vested (634 ) Unvested at June 30, 2015 3,899 $ 0.003 Vested at June 30, 2015 1,044 $ 0.004 |
Summary of Share-based Compensation Expense | The following table summarizes share-based compensation expense for all equity awards granted, in thousands: Three months ended Six months ended June 30, 2015 June 30, 2015 Research and development $ 404 $ 1,007 General and administrative 81 122 Total stock-based compensation expense $ 485 $ 1,129 |
Business and Organization - Add
Business and Organization - Additional Information (Detail) | Mar. 06, 2015USD ($)$ / sharesshares | Feb. 28, 2015USD ($)shares | Jun. 30, 2015USD ($)$ / sharesshares | Apr. 13, 2015$ / shares | Dec. 31, 2014$ / sharesshares |
Product Information [Line Items] | |||||
Common stock, shares issued | shares | 14,508,177 | 4,944,000 | |||
Redemption of pre merger common stock shares | 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 | $ 47,841,000 | ||||
Conversion of convertible promissory notes and accrued interest, Shares | shares | 1,204,870 | ||||
Reverse merger common share exchange ratio | 0.5 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Private Placement [Member] | |||||
Product Information [Line Items] | |||||
Common stock, shares issued | shares | 8,280,696 | ||||
Common stock, issued price per share | $ / shares | $ 6.32 | ||||
Proceeds from issuance of common stock, net | $ 52,300,000 | ||||
Convertible promissory notes accrued interest | $ 115,000 | ||||
Conversion of common stock | $ 7,500,000 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Additional Information (Detail) - 6 months ended Jun. 30, 2015 | Segmentshares |
Summary Of Significant Accounting Policies [Line Items] | |
Number of operating segments | Segment | 1 |
Unvested Stock Awards | |
Summary Of Significant Accounting Policies [Line Items] | |
Potentially dilutive securities | 3,899,285 |
Employee Stock Option | |
Summary Of Significant Accounting Policies [Line Items] | |
Potentially dilutive securities | 410,000 |
Short-Term Investments - Short-
Short-Term Investments - Short-Term Investments Measured at Fair Value on Recurring Basis (Detail) - Jun. 30, 2015 - USD ($) $ in Thousands | Total |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | $ 26,159 |
Unrealized Gains | 1 |
Unrealized Losses | (15) |
Fair Value | $ 26,145 |
Government Sponsored Entities | |
Schedule Of Available For Sale Securities [Line Items] | |
Maturity (in years) | 2 years or less |
Amortized Cost | $ 13,317 |
Unrealized Gains | 1 |
Unrealized Losses | (2) |
Fair Value | $ 13,316 |
Corporate Debt Securities | |
Schedule Of Available For Sale Securities [Line Items] | |
Maturity (in years) | 2 years or less |
Amortized Cost | $ 8,946 |
Unrealized Losses | (13) |
Fair Value | $ 8,933 |
Commercial Paper | |
Schedule Of Available For Sale Securities [Line Items] | |
Maturity (in years) | 1 year or less |
Amortized Cost | $ 3,896 |
Fair Value | $ 3,896 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Values of Investment Securities (Detail) $ in Thousands | Jun. 30, 2015USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Short-term investments | $ 26,145 |
Fair Value Measurements on Recurring Basis | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Short-term investments | 26,145 |
Cash equivalents and short-term investments | 44,898 |
Fair Value Measurements on Recurring Basis | Level 1 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Cash equivalents and short-term investments | 18,753 |
Fair Value Measurements on Recurring Basis | Level 2 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Short-term investments | 26,145 |
Cash equivalents and short-term investments | 26,145 |
Fair Value Measurements on Recurring Basis | Money Market Funds | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Cash equivalents | 18,753 |
Fair Value Measurements on Recurring Basis | Money Market Funds | Level 1 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Cash equivalents | 18,753 |
Fair Value Measurements on Recurring Basis | Government Sponsored Entities | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Short-term investments | 13,316 |
Fair Value Measurements on Recurring Basis | Government Sponsored Entities | Level 2 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Short-term investments | 13,316 |
Fair Value Measurements on Recurring Basis | Corporate Debt Securities | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Short-term investments | 8,933 |
Fair Value Measurements on Recurring Basis | Corporate Debt Securities | Level 2 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Short-term investments | 8,933 |
Fair Value Measurements on Recurring Basis | Commercial Paper | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Short-term investments | 3,896 |
Fair Value Measurements on Recurring Basis | Commercial Paper | Level 2 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Short-term investments | $ 3,896 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Significant Impact of Changes in Assumptions on Fair Value of Derivative Liabilities (Detail) - Jun. 30, 2015 - USD ($) | Total | Total | |
Fair Value Disclosures [Abstract] | |||
Derivative Liabilities, Beginning Balance | $ 196,000 | ||
Change in value of derivative liability | $ 210,000 | 307,000 | [1] |
Derivative Liabilities, Ending Balance | $ 503,000 | $ 503,000 | |
[1] | The amount is included within research and development expenses on our condensed statement of operations and comprehensive loss. The change in fair value of the derivative liability for the three and six months ended June 30, 2015 was $210,000 and $307,000, respectively. |
Fair Value Measurement - Summ31
Fair Value Measurement - Summary of Significant Impact of Changes in Assumptions on Fair Value of Derivative Liabilities (Parenthetical) (Detail) - Jun. 30, 2015 - USD ($) | Total | Total | [1] |
Fair Value Disclosures [Abstract] | |||
Change in fair value | $ (210,000) | $ (307,000) | |
[1] | The amount is included within research and development expenses on our condensed statement of operations and comprehensive loss. The change in fair value of the derivative liability for the three and six months ended June 30, 2015 was $210,000 and $307,000, respectively. |
Property and Equipment, Net (De
Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | |
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 66 | $ 28 | |
Less: accumulated depreciation | (7) | (1) | |
Property and equipment, net | 59 | 27 | [1] |
Computer Equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 59 | 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 U.S. generally accepted accounting principles for complete financial statements. |
Accounts Payable and Accrued 33
Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | |
Payables And Accruals [Abstract] | |||
Accounts payable | $ 715 | $ 226 | |
Accrued expenses | 1,193 | 581 | |
Accrued compensation and benefits | 584 | 39 | |
Total accounts payable and accrued expenses | $ 2,492 | $ 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 U.S. generally accepted accounting principles for complete financial statements. |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | Feb. 28, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | Oct. 31, 2014 |
JJDC, Inc | ||||
Debt Instrument [Line Items] | ||||
Convertible promissory note | $ 1,000,000 | |||
Unpaid principal and accrued interest converted into common stock shares | 159,615 | |||
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 | |||
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 | |||
Certain Officers and Certain Officer's Related Parties | January 2015 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Convertible promissory note | $ 710,000 |
License Agreements - Additional
License Agreements - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 15, 2015 | Nov. 21, 2014 | Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
License Agreements [Line Items] | |||||
Common stock, shares issued | 14,508,177 | 14,508,177 | 4,944,000 | ||
Research and development | $ 3,345 | $ 5,949 | |||
The University of Michigan License Agreement | |||||
License Agreements [Line Items] | |||||
License agreement date | Dec. 22, 2014 | ||||
Common stock, shares issued | 79,113 | 79,113 | |||
Research and development | $ 500 | ||||
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 | $ 251 | $ 376 | |||
Sponsor of research over three- year | $ 2,700 | ||||
Sponsored research agreement period | 3 years | ||||
Sponsored research amount, expensed as incurred | $ 2,000 | ||||
License Agreements | |||||
License Agreements [Line Items] | |||||
Outstanding license agreements | $ 81,700 | ||||
License Agreements | Initiation of Certain Development Activities | |||||
License Agreements [Line Items] | |||||
Outstanding license agreements | 1,200 | ||||
License Agreements | Specified Regulatory Approvals | |||||
License Agreements [Line Items] | |||||
Outstanding license agreements | 30,500 | ||||
License Agreements | Specified Levels of Product Sales | |||||
License Agreements [Line Items] | |||||
Outstanding license agreements | $ 50,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - USD ($) | Mar. 06, 2015 | Feb. 28, 2015 | Jun. 30, 2015 | Apr. 13, 2015 | Dec. 31, 2014 |
Stockholders' Equity Note [Abstract] | |||||
Conversion of convertible promissory notes and accrued interest, Shares | 1,204,870 | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 100,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Private Placement [Member] | |||||
Stockholders' Equity Note [Abstract] | |||||
Common stock, shares issued | 8,280,696 | ||||
Common stock, issued price per share | $ 6.32 | ||||
Proceeds from issuance of common stock net of issuance costs | $ 48,200,000 | ||||
Financing fees | $ 4,100,000 | ||||
Conversion of common stock | $ 7,500,000 | ||||
Convertible promissory notes accrued interest | 115,000 | ||||
Payments for merger related costs | $ 568,000 | ||||
Private Placement [Member] | Common Stock [Member] | |||||
Stockholders' Equity Note [Abstract] | |||||
Conversion of convertible promissory notes and accrued interest, Shares | 1,204,870 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares, subject to repurchase | 3,899,285 | |||
Number of shares, subject to repurchase | 3,899,000 | 3,899,000 | 4,533,000 | |
Share-based compensation expense | $ 485,000 | $ 1,129,000 | ||
Restricted Stock Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares of restricted stock awards vested | 634,000 | |||
Share-based compensation expense | $ 397,000 | $ 1,000,000 | ||
Employee Stock Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares, subject to repurchase | 3,286,888 | 3,286,888 | ||
Non Employee Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares, subject to repurchase | 612,397 | 612,397 | ||
Employee Restricted Shares [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares of restricted stock awards vested | 809,112 | |||
Employee Restricted Shares [Member] | Share-based Compensation Award, Tranche One | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares of restricted stock awards vested | 487,028 | |||
Non-Employee Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares of restricted stock awards vested | 235,103 | |||
Share-based compensation expense | $ 364,000 | $ 968,000 | ||
Non-Employee Restricted Stock [Member] | Share-based Compensation Award, Tranche One | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares of restricted stock awards vested | 146,561 | |||
2014 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares reserved for issuance | 5,975,000 | |||
Common shares reserved for future issuance pursuant to future option grants | 621,500 | 621,500 | ||
2014 Plan | Restricted Stock Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
2014 Plan | Restricted Stock With Cliff Vesting | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
2014 Plan | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Term of options to be granted under the Plan | 10 years |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of Stock Option Activity (Detail) - Jun. 30, 2015 - Stock Option - $ / shares shares in Thousands | Total |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted, Number of Shares | 410 |
Ending Balance, Number of Shares | 410 |
Exercisable, Number of Shares | 2 |
Granted, Weighted-Average Exercise Price per Share | $ 6.32 |
Ending Balance, Weighted-Average Exercise Price per Share | 6.32 |
Exercisable, Weighted-Average Exercise Price per Share | $ 6.32 |
Equity Incentive Plan - Summa39
Equity Incentive Plan - Summary of Weighted Average Assumptions of Fair Value of Stock Options Under Black-Scholes Option Pricing Model (Detail) - 6 months ended Jun. 30, 2015 - $ / shares | Total |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average grant date fair value per share | $ 4.02 |
Expected volatility | 70.80% |
Risk free interest rate | 1.80% |
Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 6 years |
Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 6 years 29 days |
Equity Incentive Plan - Summa40
Equity Incentive Plan - Summary of Restricted Share Activity (Detail) - Jun. 30, 2015 - Restricted Stock Awards - $ / shares shares in Thousands | Total |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning Balance, Number of Shares | 4,533 |
Vested, Number of Shares | (634) |
Ending Balance, Number of Shares | 3,899 |
Vested, Number of Shares | 1,044 |
Beginning Balance, Weighted-Average Grant Date Fair Value | $ 0.002 |
Vested, Weighted-Average Grant Date Fair Value | 0.004 |
Ending Balance, Weighted-Average Grant Date Fair Value | $ 0.003 |
Equity Incentive Plan - Summa41
Equity Incentive Plan - Summary of Share-based Compensation Expense (Detail) - Jun. 30, 2015 - USD ($) $ in Thousands | Total | Total |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 485 | $ 1,129 |
Research and development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense | 404 | 1,007 |
General and administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 81 | $ 122 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | Oct. 31, 2014 | |
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 | |||||
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 | Dec. 31, 2015 | |||||
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, or 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. | |||||
Director | ||||||
Related Party Transaction [Line Items] | ||||||
Office space sublease monthly rent | $ 5,000 | |||||
Rent expense related to office space sublease | $ 24,000 | $ 49,000 | ||||
Sublease expiration date | Aug. 30, 2016 | |||||
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 | Dec. 31, 2015 | |||||
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 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Aug. 13, 2015 - Cambridge Facilities Lease [Member] - Subsequent Event | USD ($)ft² |
Subsequent Event [Line Items] | |
Operating lease, area of space | ft² | 3,677 |
Security deposit | $ 44,000 |
Lease term period | 60 months |
Office space sublease monthly rent | $ 21,000 |
Operating lease rate of increase in annual rent | 1.40% |
Rent payable over the lease period | $ 1,300,000 |