Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 06, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | KURA | |
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 | 21,370,560 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 16,326 | $ 15,443 | |
Short-term investments | 62,140 | 70,303 | |
Accounts receivable, related party | 406 | 430 | |
Prepaid expenses and other current assets | 1,203 | 693 | |
Total current assets | 80,075 | 86,869 | |
Property and equipment, net | 62 | 71 | |
Other long-term assets | 240 | 314 | |
Other long-term assets, related party | 5 | 5 | |
Total assets | 80,382 | 87,259 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 3,115 | 4,118 | |
Accounts payable and accrued expenses, related party | 1,195 | 937 | |
Total current liabilities | 4,310 | 5,055 | |
Long-term liabilities | 6 | 101 | |
Total liabilities | $ 4,316 | $ 5,156 | |
Commitments and contingencies | |||
Stockholders' equity: | |||
Preferred stock, $0.0001 par value; 10,000 shares authorized; no shares issued and outstanding | |||
Common stock, $0.0001 par value; 200,000 shares authorized; 21,371 shares issued; and 18,441 and 18,138 shares outstanding as of March 31, 2016 and December 31, 2015, respectively, excluding 2,930 and 3,233 shares subject to repurchase as of March 31, 2016 and December 31, 2015, respectively | $ 2 | $ 2 | |
Additional paid-in capital | 108,975 | 108,484 | |
Accumulated other comprehensive income (loss) | 11 | (87) | |
Accumulated deficit | (32,922) | (26,296) | |
Total stockholders' equity | 76,066 | 82,103 | |
Total liabilities and stockholders' equity | $ 80,382 | $ 87,259 | |
[1] | The balance sheet data at December 31, 2015 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 | Mar. 31, 2016 | Dec. 31, 2015 | [1] |
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 | 200,000,000 | |
Common stock, shares issued | 21,371,000 | 21,371,000 | |
Common stock, shares outstanding | 18,441,000 | 18,138,000 | |
Number of shares, subject to repurchase | 2,930,000 | 3,233,000 | |
[1] | The balance sheet data at December 31, 2015 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 Statements of Operati
Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Expenses: | ||
Research and development | $ 3,567 | $ 2,604 |
Research and development, related party | 1,082 | 1,024 |
General and administrative | 2,365 | 1,037 |
General and administrative, related party | 26 | 23 |
Total operating expenses | 7,040 | 4,688 |
Other Income (Expense): | ||
Management fee income, related party | 300 | 300 |
Interest income | 114 | |
Interest expense | (42) | |
Interest expense, related party | (46) | |
Total other income | 414 | 212 |
Net loss | $ (6,626) | $ (4,476) |
Net loss per share, basic and diluted | $ (0.36) | $ (1.41) |
Weighted average number of shares used in computing net loss per share, basic and diluted | 18,245 | 3,184 |
Comprehensive Loss: | ||
Net loss | $ (6,626) | $ (4,476) |
Unrealized gain on marketable securities | 98 | |
Comprehensive loss | $ (6,528) | $ (4,476) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Operating Activities | |||
Net loss | $ (6,626) | $ (4,476) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Share-based compensation expense | 490 | 644 | |
Non-cash license fee expense | 500 | ||
Non-cash accrued interest expense | 37 | ||
Non-cash accrued interest expense, related party | 41 | ||
Depreciation expense | 8 | 3 | |
Amortization of discount on marketable securities | 65 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable, related party | 24 | (318) | |
Prepaid expenses and other current assets | (510) | (664) | |
Other long-term assets | 74 | ||
Accounts payable and accrued expenses | (1,097) | 90 | |
Accounts payable and accrued expenses, related party | 258 | 927 | |
Long-term liabilities | (907) | ||
Net cash used in operating activities | (7,314) | (4,123) | |
Investing Activities | |||
Maturities of marketable securities | 12,200 | ||
Purchases of marketable securities | (4,003) | ||
Purchases of property and equipment | (10) | ||
Net cash provided by (used in) investing activities | 8,197 | (10) | |
Financing Activities | |||
Proceeds from issuance of common stock, net | 51,580 | ||
Proceeds from issuance of convertible notes payable | 4,290 | ||
Proceeds from issuance of convertible notes payable, related party | 710 | ||
Net cash provided by financing activities | 56,580 | ||
Net increase in cash and cash equivalents | 883 | 52,447 | |
Cash and cash equivalents at beginning of period | 15,443 | [1] | 1,124 |
Cash and cash equivalents at end of period | $ 16,326 | 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, 2015 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. |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation The Company 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 product 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 product candidates. References in these Notes to Unaudited Condensed Financial Statements to the “Company” or “we”, “our” or “us”, refer to Kura Oncology, Inc., a private Delaware corporation incorporated in the State of Delaware in August 2014, for the periods prior to our reverse merger transaction which took place on March 6, 2015, or the Merger, and Kura Oncology, Inc., a Delaware corporation incorporated in November 2007 and formerly known as Zeta Acquisition Corp. III, a public shell company, for the periods following the Merger. Basis of Presentation The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission on March 17, 2016, from which we derived our balance sheet as of December 31, 2015. The accompanying condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or 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 condensed financial statements do not include all of the information and notes required by GAAP for complete financial statements. The accompanying condensed 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 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 | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during the period from transactions and other events and non-owner sources. For the periods presented, accumulated other comprehensive income (loss) consists solely of unrealized gains and losses on marketable securities. 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 2,929,850 and 4,191,081 shares of common stock and options to purchase an aggregate of 1,193,275 and zero shares of common stock are excluded from the calculation of diluted net loss per common share as of March 31, 2016 and 2015, respectively, due to the anti-dilutive effect of the securities. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2016-02, Leases (Topic 842), which amends the existing accounting standards for accounting for leases. The amendments are to increase transparency and comparability among organizations by requiring recognition of lease assets and lease liabilities on the balance sheets and disclosure of key information about leasing arrangements. This pronouncement is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. The guidance is required to be adopted at the earliest period presented using a modified retrospective approach. We are currently evaluating the impact these amendments will have on our financial statements and the timing of when we will adopt the guidance. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718), which simplifies accounting for share-based award transactions specific to income tax consequences, forfeitures, the classification of awards as equity or liability, and the classification of award payments on the statement of cash flows. The pronouncement is effective for interim and annual periods beginning on or after December 15, 2016. Early adoption is permitted, but all of the guidance must be adopted in the same period. We are currently evaluating the impact this standard will have on our financial statements and the timing of when we will adopt the guidance. |
Short-Term Investments
Short-Term Investments | 3 Months Ended |
Mar. 31, 2016 | |
Investments All Other Investments [Abstract] | |
Short-Term Investments | 3. Short-Term Investments The following tables summarize, by major security type, our short-term investments that are measured at fair value on a recurring basis, in thousands: As of March 31, 2016 Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. Treasury securities 2 or less $ 20,009 $ 15 $ — $ 20,024 Corporate debt securities 2 or less 18,899 4 (7 ) 18,896 Commercial paper 1 or less 12,189 — — 12,189 Government sponsored entities 1 or less 11,032 1 (2 ) 11,031 Total $ 62,129 $ 20 $ (9 ) $ 62,140 As of December 31, 2015 Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. Treasury securities 2 or less $ 16,007 $ — $ (18 ) $ 15,989 Corporate debt securities 2 or less 22,758 — (48 ) 22,710 Commercial paper 1 or less 18,367 — — 18,367 Government sponsored entities 2 or less 13,258 — (21 ) 13,237 Total $ 70,390 $ — $ (87 ) $ 70,303 Our 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. As of March 31, 2016, $56.8 million of our investments had maturities less than one year and $5.3 million had maturities between one to two years. There were no realized gains or losses for the three months ended March 31, 2016. As of March 31, 2016, $15.6 million of our marketable securities were in gross unrealized loss positions, all of which had been in such position for less than twelve months. We reviewed our marketable securities as of March 31, 2016 and determined that the unrealized losses were not considered to be other-than-temporary based upon (i) the financial strength of the issuing institution and (ii) the fact that all securities have been in an unrealized loss position for less than twelve months. In addition, we do not intend to sell these securities and it is not more likely than not that we will be required to sell these securities before the recovery of their amortized cost basis |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements Investment Securities As a basis for considering assumptions that market participants would use in pricing an asset or liability, 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. Available-for-sale marketable securities consist of U.S. Treasury securities, which were measured at fair value using Level 1 inputs, and corporate debt securities, commercial paper and government sponsored entities, which 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 tables summarize, 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, in thousands: As of March 31, 2016 Total Estimated Fair Value Level 1 Level 2 Cash equivalents: Money market funds $ 13,425 $ 13,425 $ — Short-term investments: U.S. Treasury securities 20,024 20,024 — Corporate debt securities 18,896 — 18,896 Commercial paper 12,189 — 12,189 Government sponsored entities 11,031 — 11,031 Total short-term investments 62,140 20,024 42,116 $ 75,565 $ 33,449 $ 42,116 As of December 31, 2015 Total Estimated Fair Value Level 1 Level 2 Cash equivalents: Money market funds $ 12,984 $ 12,984 $ — Short-term investments: U.S. Treasury securities 15,989 15,989 — Corporate debt securities 22,710 — 22,710 Commercial paper 18,367 — 18,367 Government sponsored entities 13,237 — 13,237 Total short-term investments 70,303 15,989 54,314 $ 83,287 $ 28,973 $ 54,314 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 December 31, 2015 Accounts payable $ 779 $ 902 Accrued compensation and benefits 569 1,282 Other accrued expenses 1,767 1,934 Total accounts payable and accrued expenses $ 3,115 $ 4,118 |
Equity Incentive Plan
Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Incentive Plan | 6. Equity Incentive Plan As of March 31, 2016, there were 714,131 shares of common stock reserved for future stock awards under our Amended and Restated 2014 Equity Incentive Plan, or the 2014 Plan. The number of shares available for future grant under our 2014 Plan automatically increases on January 1 of each year by 4% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, subject to the ability of our board of directors to take action to reduce the size of the increase in any given year. On January 1, 2016, the initial automatic increase pursuant to the 2014 Plan occurred, resulting in 854,822 additional shares available for future grant under the 2014 Plan. In addition, as of March 31, 2016, there were 238,705 shares of common stock reserved for future issuance under our 2015 Employee Stock Purchase Plan, or ESPP, which has not been implemented as of March 31, 2016. The number of shares of our common stock reserved for issuance under the ESPP automatically increases on January 1 of each calendar year by the lesser of 1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year and 2,000,000 shares, subject to the ability of our board of directors to take action to reduce the size of the increase in any given year. During the three months ended March 31, 2016, we granted options to purchase 632,713 shares of our common stock to employees, with the weighted average grant date fair value of $3.15 per share. We did not grant any stock options during the three months ended March 31, 2015. The following table summarizes share-based compensation expense for all equity awards granted, in thousands: Three Months Ended March 31, 2016 2015 Research and development $ 316 $ 603 General and administrative 174 41 Total share-based compensation expense $ 490 $ 644 For the three months ended March 31, 2016 and 2015, we recognized share-based compensation expense related to stock options of $250,000 and zero, respectively, of which $8,000 and zero related to non-employee stock options, respectively. For the three months ended March 31, 2016 and 2015, we recognized share-based compensation expense related to restricted stock awards totaling $239,000 and $644,000, respectively, of which $206,000 and $616,000 related to non-employee restricted stock awards, respectively. As of March 31, 2016, unrecognized compensation costs related to employee stock options and restricted stock awards were approximately $3.6 million and $327,000, respectively, which are expected to be recognized over a weighted average period of approximately 3.4 years and 2.5 years, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions Our president and chief executive officer is also the sole 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, 2016: • 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. For the three months ended March 31, 2016 and 2015, rent expense related to this sublease was $26,000 and $25,000, respectively. The sublease will expire on August 30, 2016. We plan to extend the term of the sublease. • Management Fees We have a management services agreement with Araxes under which Araxes pays us a fixed fee of $100,000 per month for management services. In addition, the agreement allows for Araxes to reimburse us an amount equal to the number of full time equivalents, or FTE, performing research and development services for Araxes, at an annual FTE rate of approximately $350,000, plus actual expenses as reasonably incurred. The initial term expired on December 31, 2015 but, pursuant to the terms of the agreement, 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 the expiration of the then-renewal term. For the three months ended March 31, 2016 and 2015, we recorded reimbursements of $106,000 and $49,000, respectively, for research and development services provided to Araxes, which was recorded as a reduction to research and development expenses on the condensed statements of operations and comprehensive loss. As of March 31, 2016 and December 31, 2015, $406,000 and $430,000 related to management fees and reimbursements of research and development services, respectively, are included in accounts receivable, related party on the condensed balance sheets. • 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. The initial term of this services agreement expired on December 31, 2015 but, pursuant to the terms of the agreement, 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 the expiration of the then-renewal term. For the three months ended March 31, 2016 and 2015, we recognized $1.2 million and $1.1 million, respectively, from research and development services provided to us under this agreement as research and development expense, related party on the condensed statements of operations and comprehensive loss. As of March 31, 2016 and December 31, 2015, $1.2 million and $911,000, respectively, related to research and development services under this agreement are included in accrued expenses, related party on the condensed balance sheets. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | 8. Subsequent Event Loan and Security Agreement On April 27, 2016, we entered into a loan and security agreement, or the Loan Agreement, with Oxford Finance LLC and Silicon Valley Bank, or the Lenders, pursuant to which the Lenders have agreed to lend us up to $20.0 million in a series of term loans. Upon entering into the Loan Agreement, we borrowed $7.5 million from the Lenders, or Term A Loan. We plan to use the proceeds from the Term A Loan to provide additional funding for our development programs and for general corporate purposes. Under the terms of the Loan Agreement, we may, at our sole discretion, borrow from the Lenders up to an additional $12.5 million at any time between December 31, 2016 and May 1, 2017, or Term B Loan, and together with Term A Loan, the Term Loans, subject to our successful advancement of KO-947, a small molecule inhibitor of extracellular signal regulated kinase, into Phase 1 clinical trials. In addition, each Term B Loan must be in an amount equal to the lesser of $5.0 million or the amount that is remaining under the Term B Loan. All of the Term Loans will be due on the scheduled maturity date of November 1, 2020, or Maturity Date, and will be interest only through June 1, 2018, followed by 30 equal monthly payments of principal and interest. The interest rate for any outstanding amounts is the greater of (i) 7.75% and (ii) the sum of (a) the prime rate reported in The Wall Street Journal on the last business day of the month that immediately precedes the month in which the interest will accrue, plus (b) 4.25%. In addition, a final payment of 7.50% of the amounts of the Term Loans drawn will be due on the Maturity Date, acceleration of any Term Loan, or prepayment of the Term Loans. If we elect to prepay the outstanding amount under the Loan Agreement prior to the Maturity Date, a prepayment charge of 1%, 2% or 3%, of the then outstanding principal balance also will be due, depending upon when the prepayment occurs. We will also be required to pay an unused fee in an amount equal to (a) 2.00% multiplied by (b) $20.0 million minus the aggregate amount of the Term Loans drawn on or before May 1, 2017, on the earlier of May 2, 2017 or prior repayment of the Term Loans. We are subject to customary affirmative and restrictive covenants under the term loan facility. Issuance of Warrants In connection with the Loan Agreement, we issued to the Lenders warrants to purchase 67,976 shares of our common stock, or the Warrants. The Warrants are exercisable in whole or in part, immediately, and have an exercise price of $3.31 per share, which was the closing price of our common stock on the day prior to funding. The Warrants will terminate on the earlier of April 27, 2026 or the closing of a certain merger or consolidation transactions. If we borrow under Term B Loan, upon the funding of Term B Loan, we will issue to the Lenders additional warrants to purchase shares of our common stock equal to 3.00% of each Term B Loan amount divided by the lower of (i) the ten day average closing price of our common stock reported on the NASDAQ Global Select Market prior to funding or (ii) the closing price of our common stock reported on the NASDAQ Global Select Market on the day prior to funding. Such lower amount of (i) and (ii) above will also be the exercise price per share for such warrants. The terms of such warrants would be substantially the same as those contained in the Warrants. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during the period from transactions and other events and non-owner sources. For the periods presented, accumulated other comprehensive income (loss) consists solely of unrealized gains and losses on marketable securities. |
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 2,929,850 and 4,191,081 shares of common stock and options to purchase an aggregate of 1,193,275 and zero shares of common stock are excluded from the calculation of diluted net loss per common share as of March 31, 2016 and 2015, respectively, due to the anti-dilutive effect of the securities. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2016-02, Leases (Topic 842), which amends the existing accounting standards for accounting for leases. The amendments are to increase transparency and comparability among organizations by requiring recognition of lease assets and lease liabilities on the balance sheets and disclosure of key information about leasing arrangements. This pronouncement is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. The guidance is required to be adopted at the earliest period presented using a modified retrospective approach. We are currently evaluating the impact these amendments will have on our financial statements and the timing of when we will adopt the guidance. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718), which simplifies accounting for share-based award transactions specific to income tax consequences, forfeitures, the classification of awards as equity or liability, and the classification of award payments on the statement of cash flows. The pronouncement is effective for interim and annual periods beginning on or after December 15, 2016. Early adoption is permitted, but all of the guidance must be adopted in the same period. We are currently evaluating the impact this standard will have on our financial statements and the timing of when we will adopt the guidance. |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Investments All Other Investments [Abstract] | |
Short-Term Investments Measured at Fair Value on Recurring Basis | The following tables summarize, by major security type, our short-term investments that are measured at fair value on a recurring basis, in thousands: As of March 31, 2016 Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. Treasury securities 2 or less $ 20,009 $ 15 $ — $ 20,024 Corporate debt securities 2 or less 18,899 4 (7 ) 18,896 Commercial paper 1 or less 12,189 — — 12,189 Government sponsored entities 1 or less 11,032 1 (2 ) 11,031 Total $ 62,129 $ 20 $ (9 ) $ 62,140 As of December 31, 2015 Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. Treasury securities 2 or less $ 16,007 $ — $ (18 ) $ 15,989 Corporate debt securities 2 or less 22,758 — (48 ) 22,710 Commercial paper 1 or less 18,367 — — 18,367 Government sponsored entities 2 or less 13,258 — (21 ) 13,237 Total $ 70,390 $ — $ (87 ) $ 70,303 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Fair Value Measurements, By Major Security Type | The following tables summarize, 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, in thousands: As of March 31, 2016 Total Estimated Fair Value Level 1 Level 2 Cash equivalents: Money market funds $ 13,425 $ 13,425 $ — Short-term investments: U.S. Treasury securities 20,024 20,024 — Corporate debt securities 18,896 — 18,896 Commercial paper 12,189 — 12,189 Government sponsored entities 11,031 — 11,031 Total short-term investments 62,140 20,024 42,116 $ 75,565 $ 33,449 $ 42,116 As of December 31, 2015 Total Estimated Fair Value Level 1 Level 2 Cash equivalents: Money market funds $ 12,984 $ 12,984 $ — Short-term investments: U.S. Treasury securities 15,989 15,989 — Corporate debt securities 22,710 — 22,710 Commercial paper 18,367 — 18,367 Government sponsored entities 13,237 — 13,237 Total short-term investments 70,303 15,989 54,314 $ 83,287 $ 28,973 $ 54,314 |
Accounts Payable and Accrued 17
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following, in thousands: March 31, 2016 December 31, 2015 Accounts payable $ 779 $ 902 Accrued compensation and benefits 569 1,282 Other accrued expenses 1,767 1,934 Total accounts payable and accrued expenses $ 3,115 $ 4,118 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Share-based Compensation Expense | The following table summarizes share-based compensation expense for all equity awards granted, in thousands: Three Months Ended March 31, 2016 2015 Research and development $ 316 $ 603 General and administrative 174 41 Total share-based compensation expense $ 490 $ 644 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies - Additional Information (Detail) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Unvested Stock Awards | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Potentially dilutive securities | 2,929,850 | 4,191,081 |
Employee Stock Option | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Potentially dilutive securities | 1,193,275 | 0 |
Short-Term Investments - Short-
Short-Term Investments - Short-Term Investments Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | ||
Schedule Of Available For Sale Securities [Line Items] | |||
Amortized Cost | $ 62,129 | $ 70,390 | |
Unrealized Gains | 20 | ||
Unrealized Losses | (9) | (87) | |
Fair Value | $ 62,140 | $ 70,303 | [1] |
U.S. Treasury Securities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Maturity (in years) | 2 or less | 2 or less | |
Amortized Cost | $ 20,009 | $ 16,007 | |
Unrealized Gains | 15 | ||
Unrealized Losses | (18) | ||
Fair Value | $ 20,024 | $ 15,989 | |
Corporate Debt Securities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Maturity (in years) | 2 or less | 2 or less | |
Amortized Cost | $ 18,899 | $ 22,758 | |
Unrealized Gains | 4 | ||
Unrealized Losses | (7) | (48) | |
Fair Value | $ 18,896 | $ 22,710 | |
Commercial Paper | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Maturity (in years) | 1 or less | 1 or less | |
Amortized Cost | $ 12,189 | $ 18,367 | |
Fair Value | $ 12,189 | $ 18,367 | |
Government Sponsored Entities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Maturity (in years) | 1 or less | 2 or less | |
Amortized Cost | $ 11,032 | $ 13,258 | |
Unrealized Gains | 1 | ||
Unrealized Losses | (2) | (21) | |
Fair Value | $ 11,031 | $ 13,237 | |
[1] | The balance sheet data at December 31, 2015 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. |
Short-Term Investments - Additi
Short-Term Investments - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Investments All Other Investments [Abstract] | |
Investments with maturities less than one year | $ 56,800,000 |
Investments with maturities between one to two years | 5,300,000 |
Available-for-sale securities, realized gains or losses | 0 |
Marketable securities gross unrealized loss positions for less than twelve months | $ 15,600,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Values of Investment Securities (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Short-term investments | $ 62,140 | $ 70,303 | [1] |
Government Sponsored Entities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Short-term investments | 11,031 | 13,237 | |
Fair Value Measurements on Recurring Basis | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Short-term investments | 62,140 | 70,303 | |
Cash equivalents and short-term investments | 75,565 | 83,287 | |
Fair Value Measurements on Recurring Basis | Money Market Funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash equivalents | 13,425 | 12,984 | |
Fair Value Measurements on Recurring Basis | U.S. Treasury Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Short-term investments | 20,024 | 15,989 | |
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 | 18,896 | 22,710 | |
Fair Value Measurements on Recurring Basis | Commercial Paper | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Short-term investments | 12,189 | 18,367 | |
Fair Value Measurements on Recurring Basis | Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Short-term investments | 20,024 | 15,989 | |
Cash equivalents and short-term investments | 33,449 | 28,973 | |
Fair Value Measurements on Recurring Basis | Level 1 | Money Market Funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash equivalents | 13,425 | 12,984 | |
Fair Value Measurements on Recurring Basis | Level 1 | U.S. Treasury Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Short-term investments | 20,024 | 15,989 | |
Fair Value Measurements on Recurring Basis | Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Short-term investments | 42,116 | 54,314 | |
Cash equivalents and short-term investments | 42,116 | 54,314 | |
Fair Value Measurements on Recurring Basis | Level 2 | Corporate Debt Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Short-term investments | 18,896 | 22,710 | |
Fair Value Measurements on Recurring Basis | Level 2 | Commercial Paper | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Short-term investments | 12,189 | 18,367 | |
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 | 11,031 | 13,237 | |
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 | $ 11,031 | $ 13,237 | |
[1] | The balance sheet data at December 31, 2015 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 23
Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |||
Accounts payable | $ 779 | $ 902 | |
Accrued compensation and benefits | 569 | 1,282 | |
Other accrued expenses | 1,767 | 1,934 | |
Total accounts payable and accrued expenses | $ 3,115 | $ 4,118 | [1] |
[1] | The balance sheet data at December 31, 2015 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. |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Detail) - USD ($) | Jan. 02, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 490,000 | $ 644,000 | |
Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options granted | 632,713 | 0 | |
Weighted average grant date fair value per share | $ 3.15 | ||
Share-based compensation expense | $ 250,000 | $ 0 | |
Non-employee share based compensation expense | 8,000 | 0 | |
Unrecognized stock option compensation expenses | $ 3,600,000 | ||
Weighted average service period | 3 years 4 months 24 days | ||
Restricted Stock Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 239,000 | 644,000 | |
Non-employee share based compensation expense | 206,000 | $ 616,000 | |
Unrecognized stock option compensation expenses | $ 327,000 | ||
Weighted average service period | 2 years 6 months | ||
2014 Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common shares reserved for future issuance pursuant to future option grants | 714,131 | ||
Percentage of increase in common shares reserved for future issuance pursuant to future option grants | 4.00% | ||
Additional common shares reserved for future issuance pursuant to future option grants | 854,822 | ||
2015 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common shares reserved for future issuance pursuant to future option grants | 238,705 | ||
2015 Employee Stock Purchase Plan | Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Additional common shares reserved for future issuance pursuant to future option grants | 213,705 | ||
Incremental number of shares of common stock available for future grants | 2,000,000 | ||
2015 Employee Stock Purchase Plan | Maximum | Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of increase in common shares reserved for future issuance pursuant to future option grants | 1.00% |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of Share-based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 490 | $ 644 |
Research and development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense | 316 | 603 |
General and administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 174 | $ 41 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 18, 2014 | Oct. 01, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||||||
Accounts receivable, related party | $ 406,000 | $ 430,000 | [1] | |||
Araxes Pharma LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Office space sublease monthly rent | $ 5,000 | |||||
Rent expense related to office space sublease | $ 26,000 | $ 25,000 | ||||
Sublease expiration date | Aug. 30, 2016 | |||||
Management Fee, Description | We have a management services agreement with Araxes under which Araxes pays us a fixed fee of $100,000 per month for management services. In addition, the agreement allows for Araxes to reimburse us an amount equal to the number of full time equivalents, or FTE, performing research and development services for Araxes, at an annual FTE rate of approximately $350,000, plus actual expenses as reasonably incurred. The initial term expired on December 31, 2015 but, pursuant to the terms of the agreement, 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 the expiration of the then-renewal term. | |||||
Management service agreement, fixed | $ 100,000 | |||||
Management service agreement, full time equivalents performing research and development services | $ 350,000 | |||||
Agreement expiration date | Dec. 31, 2015 | |||||
Agreement termination notice period | 30 days | |||||
Amount received on research and development services | $ 106,000 | 49,000 | ||||
Accounts receivable, related party | 406,000 | 430,000 | ||||
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 | |||||
Research and development, related party | 1,200,000 | $ 1,100,000 | ||||
Accrued expenses, related party | $ 1,200,000 | $ 911,000 | ||||
[1] | The balance sheet data at December 31, 2015 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. |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - Subsequent Event | Apr. 27, 2016USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Maximum borrowing capacity under term loans | $ 20,000,000 |
Term loan remaining borrowing capacity | $ 12,500,000 |
Additional borrowing description | Under the terms of the Loan Agreement, we may, at our sole discretion, borrow from the Lenders up to an additional $12.5 million at any time between December 31, 2016 and May 1, 2017, or Term B Loan, and together with Term A Loan, the Term Loans, subject to our successful advancement of KO-947, a small molecule inhibitor of extracellular signal regulated kinase, into Phase 1 clinical trials. |
Warrants issued to purchase of common stock | shares | 67,976 |
Warrants exercisable exercise price | $ / shares | $ 3.31 |
Warrants termination date | Apr. 27, 2026 |
Term A Loan | |
Subsequent Event [Line Items] | |
Principal amount outstanding on loan | $ 7,500,000 |
Term B Loan | |
Subsequent Event [Line Items] | |
Term loan remaining borrowing capacity | $ 5,000,000 |
Description of required debt amount | each Term B Loan must be in an amount equal to the lesser of $5.0 million or the amount that is remaining under the Term B Loan. |
Additional warrant shares percentage issued of loan amount | 3.00% |
Number of trading days for average closing price | 10 days |
Term Loans | |
Subsequent Event [Line Items] | |
Term loan facility maturity date | Nov. 1, 2020 |
Number of equal monthly payments of principal and interest for repayment | 30 months |
Description of term loan payment terms | All of the Term Loans will be due on the scheduled maturity date of November 1, 2020, or Maturity Date, and will be interest only through June 1, 2018, followed by 30 equal monthly payments of principal and interest. |
Percentage of prime rate included in effective interest rate | 4.25% |
Team loan effective interest rate description | The interest rate for any outstanding amounts is the greater of (i) 7.75% and (ii) the sum of (a) the prime rate reported in The Wall Street Journal on the last business day of the month that immediately precedes the month in which the interest will accrue, plus (b) 4.25% |
Final payment as a percentage of amounts borrowed | 7.50% |
Credit facility commitment fee percentage description | unused fee in an amount equal to (a) 2.00% multiplied by (b) $20.0 million minus the aggregate amount of the Term Loans drawn on or before May 1, 2017, on the earlier of May 2, 2017 or prior repayment of the Term Loans. |
Term Loans | Base Rate | |
Subsequent Event [Line Items] | |
Minimum percentage of interest rate on outstanding borrowings | 7.75% |
Commitment fee percentage on unused capacity | 2.00% |
Term Loans | Transaction Occurring Assumption One | |
Subsequent Event [Line Items] | |
Prepayment charge on outstanding principal amount | 1.00% |
Term Loans | Transaction Occurring Assumption Two | |
Subsequent Event [Line Items] | |
Prepayment charge on outstanding principal amount | 2.00% |
Term Loans | Transaction Occurring Assumption Three | |
Subsequent Event [Line Items] | |
Prepayment charge on outstanding principal amount | 3.00% |