Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Sep. 30, 2014 | |
Document and Entity Information | ' |
Entity Registrant Name | 'TREVENA INC |
Entity Central Index Key | '0001429560 |
Document Type | 'S-1 |
Document Period End Date | 30-Sep-14 |
Amendment Flag | 'false |
Entity Filer Category | 'Smaller Reporting Company |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | $37,965,198 | $6,738,659 |
Grants receivable | ' | 11,875 |
Prepaid expenses and other current assets | 3,957,044 | 155,679 |
Restricted cash | ' | 102,000 |
Total current assets | 41,922,242 | 7,008,213 |
Property and equipment, net | 343,059 | 909,801 |
Restricted cash | 112,000 | 112,000 |
Other assets | 15,625 | 57,672 |
Total assets | 42,392,926 | 8,087,686 |
Current liabilities: | ' | ' |
Accounts payable | 545,053 | 459,035 |
Accrued expenses and other current liabilities | 2,158,792 | 1,281,660 |
Loans payable | ' | 2,085,129 |
Deferred rent | 33,114 | 105,776 |
Total current liabilities | 2,736,959 | 3,931,600 |
Loans payable, net of current portion | ' | 2,783,078 |
Deferred rent, net of current portion | 313,919 | 18,515 |
Preferred stock warrant liability | 350,519 | 1,393,674 |
Total liabilities | 3,401,397 | 8,126,867 |
Commitments and contingencies (Note 8) | ' | ' |
Redeemable convertible preferred stock: | ' | ' |
Total redeemable convertible preferred stock | 120,562,138 | 58,957,834 |
Stockholders' deficit: | ' | ' |
Common stock-$0.001 par value; 85, 00,000 and 132,000,000; shares authorized, 682,494 and 957,56 shares issued and outstanding at December 31, 2012 and 2013, respectively | 958 | 682 |
Additional paid-in capital | 697,283 | 19,718 |
Accumulated deficit | -82,268,850 | -59,017,415 |
Total stockholders' (deficit) equity | -81,570,609 | -58,997,015 |
Total liabilities, redeemable convertible preferred stock and stockholders' (deficit) equity | 42,392,926 | 8,087,686 |
Series A convertible preferred stock | ' | ' |
Redeemable convertible preferred stock: | ' | ' |
Total redeemable convertible preferred stock | 25,024,373 | 25,004,123 |
Series B convertible preferred stock | ' | ' |
Redeemable convertible preferred stock: | ' | ' |
Total redeemable convertible preferred stock | 30,778,700 | 30,770,194 |
Series B-1 convertible preferred stock | ' | ' |
Redeemable convertible preferred stock: | ' | ' |
Total redeemable convertible preferred stock | 4,823,079 | 3,183,517 |
Series C convertible preferred stock | ' | ' |
Redeemable convertible preferred stock: | ' | ' |
Total redeemable convertible preferred stock | $59,935,986 | ' |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Nov. 16, 2009 | Jun. 30, 2009 | Sep. 30, 2008 | Jan. 31, 2008 | Jan. 07, 2008 | Jan. 04, 2008 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 15, 2011 | Jul. 08, 2011 | Jul. 08, 2010 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 15, 2011 | Jul. 08, 2011 | Jul. 08, 2010 | Sep. 30, 2014 | Dec. 31, 2013 | 31-May-13 | 3-May-13 | Dec. 31, 2012 |
Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series C convertible preferred stock | Series C convertible preferred stock | Series C convertible preferred stock | Series C convertible preferred stock | Series C convertible preferred stock | |||||
Redeemable convertible preferred stock, par value (in dollars per share) | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | $0.00 |
Redeemable convertible preferred stock, shares authorized | ' | ' | ' | ' | 0 | 25,074,999 | 25,074,999 | ' | ' | ' | ' | ' | ' | 25,000,000 | 0 | 35,500,000 | 35,500,000 | ' | ' | ' | 35,000,000 | 0 | 6,000,000 | 6,000,000 | ' | ' | ' | 4,300,000 | 0 | 37,000,000 | 37,000,000 | ' | 37,000,000 |
Redeemable convertible preferred stock, shares issued | ' | ' | ' | ' | 0 | 25,074,999 | 25,074,999 | ' | 1,000,000 | 11,034,375 | 8,025,000 | 4,514,062 | 501,562 | ' | 0 | 30,800,000 | 30,800,000 | ' | 7,600,000 | 5,700,000 | 17,500,000 | 0 | 4,750,000 | 4,200,000 | ' | 2,400,000 | 1,800,000 | ' | 0 | 36,764,704 | ' | 36,764,704 | 0 |
Redeemable convertible preferred stock, shares outstanding | ' | ' | 97,389,703 | ' | 0 | 25,074,999 | 25,074,999 | 25,074,999 | ' | ' | ' | ' | ' | ' | 0 | 30,800,000 | 30,800,000 | 30,800,000 | ' | ' | ' | 0 | 4,750,000 | 4,200,000 | 4,200,000 | ' | ' | ' | 0 | 36,764,704 | ' | ' | 0 |
Redeemable convertible preferred stock, liquidation preference (in dollars) | ' | ' | ' | ' | ' | $25,074,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $30,800,000 | ' | ' | ' | ' | ' | ' | $4,200,000 | ' | ' | ' | ' | ' | ' | $59,999,997 | ' | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 100,000,000 | 132,000,000 | 132,000,000 | 85,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | 26,376,626 | ' | 957,756 | 682,494 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | 26,376,626 | ' | 957,756 | 682,494 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Statements_of_Operations_and_C
Statements of Operations and Comprehensive Loss (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue: | ' | ' | ' | ' | ' | ' | ' |
Grant revenue | ' | ' | ' | ' | $84,980 | $84,980 | $407,595 |
Collaboration revenue | ' | ' | ' | ' | 50,000 | 50,000 | 400,000 |
Total revenue | ' | ' | ' | ' | 134,980 | 134,980 | 807,595 |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' |
General and administrative | ' | 2,536,807 | 1,210,875 | 7,033,492 | 2,843,587 | 4,718,047 | 3,122,718 |
Research and development | ' | 13,006,568 | 6,629,932 | 29,671,114 | 12,239,679 | 18,762,219 | 13,294,917 |
Total operating expenses | ' | 15,543,375 | 7,840,807 | 36,704,606 | 15,083,266 | 23,480,266 | 16,417,635 |
Loss from operations | ' | -15,543,375 | -7,840,807 | -36,704,606 | -14,948,286 | -23,345,286 | -15,610,040 |
Other income (expense): | ' | ' | ' | ' | ' | ' | ' |
Change in fair value of warrant liability | ' | 11,181 | -941,356 | 109,522 | -1,249,849 | 241,478 | 44,576 |
Miscellaneous income | ' | ' | 1,093 | 184,015 | 1,245 | 1,245 | 122,792 |
Interest income | ' | 1,809 | ' | 11,589 | ' | 884 | 754 |
Interest expense | -4,333 | -4,487 | -908 | -4,487 | -148,850 | -149,756 | -193,740 |
Total other income (expense) | ' | 8,503 | -941,171 | 300,639 | -1,397,454 | 93,851 | -25,618 |
Net loss and comprehensive loss | ' | -15,534,872 | -8,781,978 | -36,403,967 | -16,345,740 | -23,251,435 | -15,635,658 |
Accretion of redeemable convertible preferred stock | ' | ' | -85,562 | -28,521 | -248,149 | -333,710 | -316,642 |
Net loss attributable to common stockholders | ' | ($15,534,872) | ($8,867,540) | ($36,432,488) | ($16,593,889) | ($23,585,145) | ($15,952,300) |
Per share information: | ' | ' | ' | ' | ' | ' | ' |
Net loss per share of common stock, basic and diluted (in dollars per share) | ' | ($0.59) | ($11.18) | ($1.58) | ($22.23) | ($29.71) | ($23.70) |
Weighted average shares outstanding, basic and diluted (in shares) | ' | 26,366,300 | 793,268 | 23,036,366 | 746,587 | 793,806 | 673,191 |
Statements_of_Redeemable_Conve
Statements of Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated deficit | Series A convertible preferred stock | Series B convertible preferred stock | Series B-1 convertible preferred stock | Series C convertible preferred stock |
Balance at Dec. 31, 2011 | ($43,224,095) | $654 | $157,008 | ($43,381,757) | ' | ' | ' | ' |
Balance at Dec. 31, 2011 | 58,641,192 | ' | ' | ' | 24,983,873 | 30,761,688 | 2,895,631 | ' |
Balance (in shares) at Dec. 31, 2011 | ' | 654,035 | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2011 | ' | ' | ' | ' | 25,074,999 | 30,800,000 | 4,200,000 | ' |
Increase (Decrease) in Temporary Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion of preferred stock to its redemption value | 316,642 | ' | ' | ' | 20,250 | 8,506 | 287,886 | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting of restricted stock | 162 | ' | 162 | ' | ' | ' | ' | ' |
Stock-based compensation expense | 176,308 | ' | 176,308 | ' | ' | ' | ' | ' |
Exercise of stock options | 2,910 | 28 | 2,882 | ' | ' | ' | ' | ' |
Exercise of stock options (in shares) | ' | 28,459 | ' | ' | ' | ' | ' | ' |
Accretion of preferred stock to its redemption value | -316,642 | ' | -316,642 | ' | ' | ' | ' | ' |
Net loss and comprehensive loss | -15,635,658 | ' | ' | -15,635,658 | ' | ' | ' | ' |
Balance at Dec. 31, 2012 | -58,997,015 | 682 | 19,718 | -59,017,415 | ' | ' | ' | ' |
Balance at Dec. 31, 2012 | 58,957,834 | ' | ' | ' | 25,004,123 | 30,770,194 | 3,183,517 | ' |
Balance (in shares) at Dec. 31, 2012 | 682,494 | 682,494 | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2012 | ' | ' | ' | ' | 25,074,999 | 30,800,000 | 4,200,000 | 0 |
Increase (Decrease) in Temporary Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of convertible preferred stock, net of issuance costs | 59,918,917 | ' | ' | ' | ' | ' | ' | 59,918,917 |
Issuance of convertible preferred stock, net of issuance costs (in shares) | ' | ' | ' | ' | ' | ' | ' | 36,764,704 |
Exercise of Series B-1 preferred stock warrants | 1,351,677 | ' | ' | ' | ' | ' | 1,351,677 | ' |
Exercise of Series B-1 preferred stock warrants (in shares) | ' | ' | ' | ' | ' | ' | 550,000 | ' |
Accretion of preferred stock to its redemption value | 333,710 | ' | ' | ' | 20,250 | 8,506 | 287,885 | 17,069 |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | 927,996 | ' | 927,996 | ' | ' | ' | ' | ' |
Exercise of stock options | 83,555 | 276 | 83,279 | ' | ' | ' | ' | ' |
Exercise of stock options (in shares) | ' | 275,262 | ' | ' | ' | ' | ' | ' |
Accretion of preferred stock to its redemption value | -333,710 | ' | -333,710 | ' | ' | ' | ' | ' |
Net loss and comprehensive loss | -23,251,435 | ' | ' | -23,251,435 | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | -81,570,609 | 958 | 697,283 | -82,268,850 | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | 120,562,138 | ' | ' | ' | 25,024,373 | 30,778,700 | 4,823,079 | 59,935,986 |
Balance (in shares) at Dec. 31, 2013 | 957,756 | 957,756 | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2013 | 97,389,703 | ' | ' | ' | 25,074,999 | 30,800,000 | 4,750,000 | 36,764,704 |
Increase (Decrease) in Temporary Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion of preferred stock to its redemption value | 28,521 | ' | ' | ' | 1,688 | 709 | 23,990 | 2,134 |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options | 101,058 | 170 | 100,888 | ' | ' | ' | ' | ' |
Exercise of stock options (in shares) | ' | 170,135 | ' | ' | ' | ' | ' | ' |
Accretion of preferred stock to its redemption value | -28,521 | ' | -28,521 | ' | ' | ' | ' | ' |
Net loss and comprehensive loss | -36,403,967 | ' | ' | -36,403,967 | ' | ' | ' | ' |
Balance at Sep. 30, 2014 | $64,259,791 | $26,377 | $182,906,231 | ($118,672,817) | ' | ' | ' | ' |
Balance (in shares) at Sep. 30, 2014 | 26,376,626 | 26,376,626 | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Sep. 30, 2014 | ' | ' | ' | ' | 0 | 0 | 0 | 0 |
Statements_of_Redeemable_Conve1
Statements of Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity (Parenthetical) (Series C convertible preferred stock, USD $) | 1 Months Ended |
31-May-13 | |
Series C convertible preferred stock | ' |
Issuance of convertible preferred stock, issuance costs | $81,080 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating activities: | ' | ' |
Net loss | ($23,251,435) | ($15,635,658) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 706,779 | 787,522 |
Stock-based compensation | 927,996 | 176,308 |
Noncash interest expense on loans | 121,160 | 48,848 |
Revaluation of preferred stock warrant liability | -241,478 | -44,576 |
Changes in operating assets and liabilities: | ' | ' |
Prepaid expenses and other assets | -3,769,605 | 114,302 |
Restricted cash | 102,000 | 92,000 |
Accounts payable and accrued expenses | 1,165,353 | -343,899 |
Net cash used in operating activities | -24,239,230 | -14,805,153 |
Investing activities: | ' | ' |
Purchase of property and equipment | -140,036 | -21,344 |
Net cash used in investing activities | -140,036 | -21,344 |
Financing activities: | ' | ' |
Proceeds from issuance of redeemable convertible preferred stock and warrants, net | 59,918,917 | ' |
Proceeds from exercise of common stock options | 83,555 | 2,910 |
Proceeds from exercise of preferred stock warrants | 550,000 | ' |
Net proceeds from debt issuance | ' | 5,300,000 |
Repayment of loans payable | -4,946,667 | -797,863 |
Net cash provided by financing activities | 55,605,805 | 4,505,047 |
Net increase (decrease) in cash and cash equivalents | 31,226,539 | -10,321,450 |
Cash and cash equivalents, beginning of period | 6,738,659 | 17,060,109 |
Cash and cash equivalents-end of period | 37,965,198 | 6,738,659 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | 84,535 | 148,351 |
Fair value of preferred stock warrants issued | ' | $101,707 |
Organization_and_Description_o
Organization and Description of the Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Organization and Description of the Business | ' | ' |
Organization and Description of the Business | ' | ' |
1. Organization and Description of the Business | 1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS | |
Trevena, Inc. (the Company) was incorporated in Delaware as Parallax Therapeutics, Inc. on November 9, 2007, began operations in December 2007, and changed its name to Trevena, Inc. on January 3, 2008. The Company is a clinical stage biopharmaceutical company that discovers, develops and intends to commercialize therapeutics that use a novel approach to target G protein coupled receptors, or GPCRs. The Company operates in one segment and has its principal office in King of Prussia, Pennsylvania. | Trevena, Inc. (the Company) was incorporated in Delaware as Parallax Therapeutics, Inc. on November 9, 2007. The Company began operations in December 2007, and its name was changed to Trevena, Inc. on January 3, 2008. The Company is a drug discovery company focused on discovering and developing pharmaceutical products targeting G protein coupled receptors. The Company operates in one segment and has its principal office in King of Prussia, Pennsylvania. The Company's revenue is derived from research grants and a research collaboration with a pharmaceutical company. | |
At September 30, 2014, the Company had an accumulated deficit of $118.7 million and its net loss was $36.4 million and $16.3 million for the nine months ended September 30, 2014 and 2013, respectively. The Company expects its cash and cash equivalents of $72.2 million as of September 30, 2014, to be sufficient to fund its operating expenses and capital expenditure requirements through the end of 2015. | Initial Public Offering | |
Reverse Stock Split | On February 5, 2014, 9,250,000 shares of common stock were sold on the Company's behalf at an initial public offering price of $7.00 per share, for aggregate gross proceeds of $64.8 million. On March 6, 2014, in connection with the partial exercise by the underwriters of the Company's initial public offering of the over-allotment option granted to them in connection with the initial public offering, 270,449 additional shares of common stock were sold on the Company's behalf at the initial public offering price of $7.00 per share, for aggregate gross proceeds of approximately $1.9 million. In addition, as part of the initial public offering, all of the Company's outstanding convertible preferred stock, and a portion of its warrants were net exercised, into aggregate total of 15,649,686 shares of common stock. | |
During 2013, the Company’s Board of Directors and stockholders approved a one-for-6.2 reverse stock split of the company’s common stock that became effective on October 30, 2013. All share and per share amounts in the financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to this reverse stock split. | The Company paid to the underwriters underwriting discounts and commissions of approximately $4.6 million in connection with the offering. In addition, the Company incurred expenses of approximately $2.5 million in connection with the offering. Thus, the net offering proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses, were approximately $59.6 million. | |
Initial Public Offering | Following the completion of the IPO, there is a common stock warrant exercisable into 20,161 shares of our common stock at an exercise price of $6.20 per share, which warrant expires in December 2021. There is also an immediately exercisable warrant to purchase an aggregate of 2,419 shares of our common stock at an exercise price of $0.06 per share, which warrant expires in June 2018. | |
On February 5, 2014, the Company issued and sold 9,250,000 shares of common stock in an initial public offering (IPO) at a price of $7.00 per share, for aggregate gross proceeds of $64.8 million. On March 6, 2014, in connection with the partial exercise of the IPO underwriters’ over-allotment option, the Company sold an additional 270,449 shares of common stock at a price of $7.00 per share, for aggregate gross proceeds of approximately $1.9 million. The net offering proceeds to the Company from both sales were approximately $59.5 million, after deducting underwriting discounts and commissions of approximately $4.6 million and offering costs of approximately $2.5 million. In addition, as part of the IPO, all of the Company’s outstanding convertible preferred stock was converted and all but 22,580 of its outstanding warrants were net exercised into an aggregate of 15,728,286 shares of common stock. | Liquidity | |
The Company has incurred recurring operating losses since inception. As of December 31, 2013, the Company had an accumulated deficit of $82,268,850 and will require substantial additional capital to fund its research and development. The Company anticipates that the net proceeds from its initial public offering, together with its existing cash and cash equivalents as of December 31, 2013, will enable it to fund its operating expenses and capital expenditure requirements through the end of 2015, without giving effect to a potential option payment and, if the option is exercised, potential milestone payments the Company may receive under its option and license agreements with Actavis plc (formerly Forest Laboratories Holdings Limited). The Company anticipates operating losses to continue for the foreseeable future due to, among other things, costs related to research funding, development of its product candidates and its preclinical programs, and the development of its administrative organization. As the Company continues to incur losses, a transition to profitability is dependent upon the successful development, approval and commercialization of its product candidates and the achievement of a level of revenue adequate to support the Company's cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional capital. Management intends to fund future operations through the sale of equity, debt financings or other sources, including potential additional collaborations. There can be no assurances, however, that additional funding will be available on terms acceptable to the Company, or at all. | ||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | ' | ||||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | ' | ||||||||||||||||||||||||||
2. Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||||||||||||
Basis of Presentation | Basis of Presentation | |||||||||||||||||||||||||||
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). The Company considers the U.S. dollar to be its functional currency. | The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). The Company considers the U.S. dollar to be its functional currency. | |||||||||||||||||||||||||||
Unaudited Interim Financial Information | Reverse Stock Split | |||||||||||||||||||||||||||
The accompanying financial statements are unaudited. The interim unaudited financial statements have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2014 and the results of its operations, its comprehensive loss and its cash flows for the three and nine months ended September 30, 2014 and 2013. The financial data and other information disclosed in these notes related to the nine months ended September 30, 2014 and 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2014, any other interim periods or any future year or period. | The Company's Board of Directors and stockholders approved a 1-for-6.2 reverse stock split of the Company's Common Stock. The reverse stock split became effective on October 30, 2013. All share and per share amounts in the financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to this reverse stock split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. | |||||||||||||||||||||||||||
Significant Accounting Policies | Use of Estimates | |||||||||||||||||||||||||||
The Company’s significant accounting policies are described in Note 2 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. Since the date of those financial statements, there have been no material changes to the Company’s significant accounting policies. | Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these financial statements, management used significant estimates in the following areas, among others: stock-based compensation expense, the determination of the fair value of stock-based awards, the fair value of liability-classified preferred stock warrants, the accounting for research and development costs, accrued expenses and the recoverability of the Company's net deferred tax assets and related valuation allowance. | |||||||||||||||||||||||||||
Use of Estimates | Cash and Cash Equivalents | |||||||||||||||||||||||||||
Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these financial statements, management used significant estimates in the following areas, among others: stock-based compensation expense, the determination of the fair value of stock-based awards, the fair value of liability-classified preferred and common stock warrants, and the accounting for research and development costs, accrued expenses and the recoverability of the Company’s net deferred tax assets and related valuation allowance. | The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash and cash equivalents subject the Company to concentrations of credit risk. However, the Company has invested in money market mutual funds that invest substantially all of their assets in U.S. government securities. Cash equivalents are valued at cost, which approximates their fair market value. | |||||||||||||||||||||||||||
Cash and Cash Equivalents | Restricted Cash | |||||||||||||||||||||||||||
The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash and cash equivalents subject the Company to concentrations of credit risk. However, the Company has invested in U.S. Treasury Bills and money market mutual funds that invest substantially all of their assets in U.S. government securities. Cash equivalents are valued at cost, which approximates their fair market value. | At December 31, 2012 and 2013, the Company maintained letters of credit totaling $214,000 and $112,000, respectively, as collateral for the Company's facility and laboratory equipment lease obligations in Pennsylvania. | |||||||||||||||||||||||||||
Fair Value Measurements | Concentration of Credit Risk and Off-Balance Sheet Risk | |||||||||||||||||||||||||||
ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. | Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, restricted cash and grants receivable. The Company maintains its cash and cash equivalent balances in the form of money market mutual funds that invest substantially all of their assets in U.S. government securities with financial institutions that management believes are creditworthy. The Company's investment policy includes guidelines on the quality of the institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. | |||||||||||||||||||||||||||
ASC 820 identifies fair value as the exchange price, or 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 a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a three-tier fair value hierarchy that distinguishes among the following: | The Company routinely assesses the creditworthiness of its collaborators. The Company has not experienced any material losses related to receivables from collaborators. The Company does not require collateral from its collaborators. | |||||||||||||||||||||||||||
· | Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. | The Company has not recognized any losses from credit risks on such accounts. The Company believes it is not exposed to significant credit risk on cash. | ||||||||||||||||||||||||||
· | Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. | Property and Equipment | ||||||||||||||||||||||||||
· | Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | Property and equipment consists of computer and laboratory equipment, software, office equipment, furniture and leasehold improvements and is recorded at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement or sale the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Property and equipment are depreciated on a straight-line basis over their estimated useful lives. The Company uses a life of three years for computer equipment, and five years for laboratory equipment, office equipment, furniture and software. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset. | ||||||||||||||||||||||||||
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | The Company reviews long-lived assets when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. No impairment losses were recorded in 2012 or 2013. | |||||||||||||||||||||||||||
Items measured at fair value on a recurring basis include money market mutual funds, restricted cash and warrants to purchase redeemable convertible preferred stock and common stock. During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value using Level 3 inputs. The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis: | Grant Revenue Recognition | |||||||||||||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | The Company recognizes grant revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed and determinable, and collectibility is reasonably assured. In 2009, the Company received a research grant from the National Institutes of Health (NIH) to assist in the funding of certain research activities from September 2009 through August 2011. The amount of the award was approximately $7.6 million and as of December 31, 2011, the Company had completed all activities and recognized all revenue related to this grant. In August 2011, the Company received a second research grant from the NIH to assist in the funding of its d-opioid program. The award contemplated funding up to $496,000 during the period from August 15, 2011 through July 31, 2016, subject to availability of funds and successful progression of the program. Through June 6, 2013, the Company had received $338,162 and on June 6, 2013, the Company was informed that no additional funds would be made available. In November 2011, the Company received a research grant for approximately $205,000 from the Michael J. Fox Foundation for the funding of certain research activities from December 2011 through November 2012. As of December 31, 2012, the Company had completed all activities and recognized all revenue related to this grant. The Company recognizes revenue under all three grants in earnings in the period in which the related expenditures are incurred. During the years ended December 31, 2012 and 2013, the Company recognized revenue related to these grants of $407,595 and $84,980, respectively. | ||||||||||||||||||||||||
Active Markets | Observable Inputs | Unobservable | ||||||||||||||||||||||||||
for Identical | (Level 2) | Inputs (Level 3) | Collaboration Revenue Recognition | |||||||||||||||||||||||||
Items | ||||||||||||||||||||||||||||
(Level 1) | The Company recognizes collaboration revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed and determinable, and collectibility is reasonably assured. In May 2012, the Company entered into a research collaboration with Merck Sharp & Dohme Corporation (Merck), requiring the Company to conduct certain research activities. The Company was paid $400,000 for this work and this revenue was recognized in 2012 when all of the recognition criteria were achieved. The research collaboration agreement was amended in April 2013 for an additional $50,000 for research activities that were completed and thus recognized as revenue in 2013. | |||||||||||||||||||||||||||
December 31, 2013 | ||||||||||||||||||||||||||||
Assets | Research and Development | |||||||||||||||||||||||||||
Money market mutual funds | $ | 35,551,000 | $ | — | $ | — | $ | 35,551,000 | ||||||||||||||||||||
Restricted cash | 112,000 | — | — | 112,000 | Research and development costs are charged to expense as incurred. These costs include, but are not limited to, employee-related expenses, including salaries, benefits and travel and stock-based compensation of our research and development personnel; expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical trials and preclinical studies; the cost of acquiring, developing and manufacturing clinical trial materials; facilities; other supplies; allocated facilities, depreciation and other expenses, which include rent and utilities; insurance; and costs associated with preclinical activities and regulatory operations. | |||||||||||||||||||||||
Total assets | $ | 35,663,000 | $ | — | $ | — | $ | 35,663,000 | ||||||||||||||||||||
Liabilities | Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as subject enrollment, clinical site activations or information provided to the Company by its vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued research and development expense, as the case may be. | |||||||||||||||||||||||||||
Warrants to purchase redeemable preferred stock | $ | — | $ | — | $ | 350,519 | $ | 350,519 | ||||||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 350,519 | $ | 350,519 | Comprehensive Loss | |||||||||||||||||||
September 30, 2014 | ||||||||||||||||||||||||||||
Assets | Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss was equal to net loss for all periods presented. | |||||||||||||||||||||||||||
Money market mutual funds | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||
U.S. Treasury Bills | — | — | — | — | Income Taxes | |||||||||||||||||||||||
Restricted cash | 112,000 | — | — | 112,000 | ||||||||||||||||||||||||
Total assets | $ | 112,000 | $ | — | $ | — | $ | 112,000 | Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC 740), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. | |||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||
Warrants to purchase common stock | $ | — | $ | — | $ | 95,741 | $ | 95,741 | The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2012 and 2013, the Company does not have any significant uncertain tax positions. | |||||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 95,741 | $ | 95,741 | ||||||||||||||||||||
Preferred Stock Warrants | ||||||||||||||||||||||||||||
The U.S. Treasury Bills and money market mutual funds noted above are included in cash and cash equivalents in the accompanying balance sheets. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the three or nine months ended September 30, 2013 or 2014. However, as of September 30, 2014, all existing funds previously held in money market mutual funds had been recently transferred to the Company’s operating bank account pending transition to a new banking provider. As of the date of this report, these amounts have been transferred back from the operating bank account to money market mutual funds. | ||||||||||||||||||||||||||||
Freestanding warrants that are related to the purchase of preferred stock are classified as liabilities and recorded at fair value regardless of the timing of the redemption feature or the redemption price or the likelihood of redemption. The warrants are subject to re-measurement at each balance sheet date and any change in fair value is recognized as a component of change in fair value of warrant liability in the Statements of Operations and Comprehensive Loss. Pursuant to the terms of these warrants, upon the conversion to common stock of the series of preferred stock underlying the warrant, the warrants automatically become exercisable for shares of common stock based upon the conversion ratio of the underlying preferred stock. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants or the conversion of the underlying preferred stock. The preferred stock warrants are classified as Level 3 liabilities (see Fair Value Measurements). In November 2013, one of the Company's warrant holders exercised its warrants to purchase 550,000 shares of the Company's Series B preferred stock. Of the remaining 1,225,000 outstanding warrants to purchase preferred stock at December 31, 2013, 1,100,000 were net exercised immediately prior to the consummation of the Company's initial public offering in February 2014. Upon consummation of the Company's initial public offering, the remaining warrant to purchase up to 125,000 shares of the Company's Series B preferred stock was converted into a warrant to purchase up to 20,161 shares the Company's common stock. | ||||||||||||||||||||||||||||
The following table sets forth a summary of changes in the fair value of the Company’s warrant liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs: | ||||||||||||||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||||||||||||||
Warrant | ||||||||||||||||||||||||||||
Liability | The carrying amount of the Company's financial instruments, which include cash and cash equivalents, grants receivable, restricted cash, accounts payable and accrued expenses approximate their fair values, given their short-term nature. The carrying amount of the Company's loans payable at December 31, 2012 approximates fair value because the interest rate is reflective of the rate the Company could obtain on debt with similar terms and conditions. The preferred stock warrants are carried at fair value as disclosed above. The Company has evaluated the estimated fair value of financial instruments using available market information and management's estimates. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. | |||||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 350,519 | ||||||||||||||||||||||||||
Amounts acquired or issued | — | Fair Value Measurements | ||||||||||||||||||||||||||
Changes in estimated fair value | (109,522 | ) | ||||||||||||||||||||||||||
Amounts reclassified to additional paid-in capital | (145,256 | ) | ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. | |||||||||||||||||||||||||
Balance as of September 30, 2014 | $ | 95,741 | ||||||||||||||||||||||||||
ASC 820 identifies fair value as the exchange price, or 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 a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a three-tier fair value hierarchy that distinguishes among the following: | ||||||||||||||||||||||||||||
In connection with the issuance of debt, on September 19, 2014, the Company issued to the lenders and the placement agent in the transaction warrants to purchase an aggregate of 7,678 shares of the Company’s common stock. These detachable warrant instruments have qualified for equity classification and have been allocated upon the relative fair value of the base instrument and the warrants, according to the guidance of ASC 470-20-25-2. See Note 4 for additional information. | ||||||||||||||||||||||||||||
In connection with the issuance and sale of the Company’s Series B-1 preferred shares in 2011, the Company issued to the purchasers warrants to purchase 1,650,000 shares of the Company’s Series B-1 Preferred Stock. Additionally, in connection with a banking facility entered into in 2011, the Company issued a warrant to purchase 125,000 shares of Series B preferred stock. As of December 31, 2013, the fair value of the warrants outstanding of $350,519 was recognized as a liability in the Company’s balance sheet in accordance with the guidance for accounting for certain financial instruments with characteristics of both liabilities and equity as the warrants entitle the holder to purchase preferred stock that is considered contingently redeemable. Upon the Company’s IPO, 1,100,000 of the outstanding Series B-1 warrants were net exercised into 20,273 shares of common stock and the remaining fair value of $145,256 associated with these particular warrants was reclassified to additional paid-in capital. The warrant to purchase 125,000 shares of Series B preferred stock was converted into a warrant to purchase up to 20,161 shares of the Company’s common stock and remains outstanding with a fair value recorded as a liability of $95,741 at September 30, 2014 as it contains a cash settlement feature upon certain strategic transactions. | ||||||||||||||||||||||||||||
• | ||||||||||||||||||||||||||||
The fair value of the warrants classified as liabilities on each re-measurement date is estimated using the Black-Scholes option pricing model. For this liability, the Company develops its own assumptions that do not have observable inputs or available market data to support the fair value. This method of valuation involves using inputs such as the fair value of the Company’s various classes of preferred stock, stock price volatility, the contractual term of the warrants, risk free interest rates and dividend yields. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. The following assumptions were used at September 30, 2014 and December 31, 2013: | Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. | |||||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | • | ||||||||||||||||||||||||||
Common stock | Series B-1 | Series B | Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. | |||||||||||||||||||||||||
warrant liability | preferred stock | preferred stock | ||||||||||||||||||||||||||
warrant liability | warrant liability | • | ||||||||||||||||||||||||||
Estimated remaining term | 7.59 years | 0.25 years | 8.4 years | Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | ||||||||||||||||||||||||
Dividend yield | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||||||||||||||
Risk-free interest rate | 2.27 | % | 0.38 | % | 2.75 | % | To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | |||||||||||||||||||||
Fair value of underlying instrument | $ | $ | $ | |||||||||||||||||||||||||
6.42 | 7.00 | 7.00 | Items measured at fair value on a recurring basis include money market mutual funds, restricted cash and warrants to purchase redeemable convertible preferred stock. During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value using Level 3 inputs. The following fair value hierarchy table presents information about each major category of the Company's financial assets and liabilities measured at fair value on a recurring basis: | |||||||||||||||||||||||||
Volatility | 77 | % | 71 | % | 70 | % | ||||||||||||||||||||||
The warrant liability is recorded on its own line item on the Company’s Balance Sheet and is marked-to-market at each reporting period with the change in fair value recorded on its own line in the Statement of Operations and Comprehensive Loss. | Quoted Prices | Significant | Significant | Total | ||||||||||||||||||||||||
in Active | Other | Unobservable | ||||||||||||||||||||||||||
Recent Accounting Pronouncements | Markets for | Observable | Inputs | |||||||||||||||||||||||||
Identical Items | Inputs | (Level 3) | ||||||||||||||||||||||||||
On June 10, 2014, FASB issued ASU No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”). ASU 2014-10 eliminates the accounting and reporting differences in U.S. GAAP between development stage entities and other operating entities, including the presentation of inception-to-date financial statement information and the development stage entity financial statement label. FASB guidance related to Risks and Uncertainties and FASB guidance utilized to determine if an entity is a variable interest entity now applies to entities that have not commenced planned principal operations. These changes will provide more consistent consolidation analysis and decisions among reporting entities. While these amendments are retrospectively effective for annual reporting periods beginning after December 15, 2014, early adoption is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. The Company has elected early adoption in the current period. The Company’s adoption of this standard did not have a significant impact on its financial position, results of operations or cash flows. | (Level 1) | (Level 2) | ||||||||||||||||||||||||||
December 31, 2012 | ||||||||||||||||||||||||||||
In August 2014, the FASB issued ASU No. 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,” which defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. The pronouncement is effective for annual reporting periods ending after December 15, 2016 with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. | Assets | |||||||||||||||||||||||||||
Money market mutual funds | $ | 3,050,003 | $ | — | $ | — | $ | 3,050,003 | ||||||||||||||||||||
Restricted cash | 214,000 | — | — | 214,000 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Total assets | $ | 3,264,003 | $ | — | $ | — | $ | 3,264,003 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Liabilities | ||||||||||||||||||||||||||||
Warrants to purchase redeemable preferred stock | $ | — | $ | — | $ | 1,393,674 | $ | 1,393,674 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Total liabilities | $ | — | $ | — | $ | 1,393,674 | $ | 1,393,674 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
December 31, 2013 | ||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||
Money market mutual funds | $ | 35,551,000 | $ | — | $ | — | $ | 35,551,000 | ||||||||||||||||||||
Restricted cash | 112,000 | — | — | 112,000 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Total assets | $ | 35,663,000 | $ | — | $ | — | $ | 35,663,000 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Liabilities | ||||||||||||||||||||||||||||
Warrants to purchase redeemable preferred stock | $ | — | $ | — | $ | 350,519 | $ | 350,519 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Total liabilities | $ | — | $ | — | $ | 350,519 | $ | 350,519 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
The following table sets forth a summary of changes in the fair value of the Company's preferred warrant liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs: | ||||||||||||||||||||||||||||
Redeemable | ||||||||||||||||||||||||||||
Convertible | ||||||||||||||||||||||||||||
Preferred | ||||||||||||||||||||||||||||
Stock Warrant | ||||||||||||||||||||||||||||
Liability | ||||||||||||||||||||||||||||
Balance as of December 31, 2011 | 1,336,543 | |||||||||||||||||||||||||||
Amounts acquired or issued | 101,707 | |||||||||||||||||||||||||||
Changes in estimated fair value | (44,576 | ) | ||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
Balance as of December 31, 2012 | 1,393,674 | |||||||||||||||||||||||||||
Amounts acquired or issued | (801,677 | ) | ||||||||||||||||||||||||||
Changes in estimated fair value | (241,478 | ) | ||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 350,519 | ||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
The money market mutual funds noted above are included in cash and cash equivalents in the accompanying balance sheets. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the years ended December 31, 2012 or 2013. | ||||||||||||||||||||||||||||
The fair value of the warrants on the date of issuance and on each re-measurement date of those warrants classified as liabilities is estimated using the Black-Scholes option pricing model using the following assumptions: contractual life according to the remaining terms of the warrants at December 31, 2012 and 1.1 years at December 31, 2013, no dividend yield, weighted average risk-free interest rate of 1.92% and 0.62% at December 31, 2012 and 2013, respectively, fair value of underlying instrument of $1.00 share and $1.13 per share at December 31, 2012 and 2013, respectively, and weighted average volatility of 80% and 71% at December 31, 2012 and 2013, respectively. For this liability, the Company developed its own assumptions that do not have observable inputs or available market data to support the fair value. This method of valuation involves using inputs such as the fair value of the Company's various classes of preferred stock, stock price volatility, the contractual term of the warrants, risk free interest rates and dividend yields. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. The Company accounts for its redeemable convertible preferred stock warrants as liabilities in accordance with the guidance for accounting for certain financial instruments with characteristics of both liabilities and equity as the warrants entitle the holder to purchase preferred stock that is considered contingently redeemable. The warrant liability is recorded on its own line item on the Company's Balance Sheets. The warrant liability is marked-to-market each reporting period with the change in fair value recorded on its own line in the Statement of Operations and Comprehensive Loss until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified as an equity instrument. | ||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||
At December 31, 2013, the Company had one stock-based compensation plan, which is more fully described in Note 7. The Company accounts for stock-based compensation in accordance with the provisions of ASC Topic 718, Compensation—Stock Compensation (ASC 718), which requires the recognition of expense related to the fair value of stock-based compensation awards in the Statements of Operations and Comprehensive Loss. | ||||||||||||||||||||||||||||
For stock options issued to employees and members of the board of directors for their services on the board, the Company estimates the grant date fair value of each option using the Black-Scholes option-pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates, the value of the common stock and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, the Company recognizes stock-based compensation expense, net of estimated forfeitures, equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense using the accelerated attribution method when it is probable that the performance condition will be achieved. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | ||||||||||||||||||||||||||||
Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity. See Note 7 for a discussion of the assumptions used by the Company in determining the grant date fair value of options granted under the Black-Scholes option pricing model, as well as a summary of the stock option activity under the Company's stock-based compensation plan for the years ended December 31, 2012 and 2013. | ||||||||||||||||||||||||||||
Clinical Trial Expense Accruals | ||||||||||||||||||||||||||||
As part of the process of preparing its financial statements, the Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company's objective is to reflect the appropriate trial expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the progress of the trial as measured by subject progression and the timing of various aspects of the trial. The Company determines accrual estimates through financial models taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of trials, or the services completed. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company's clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in it reporting amounts that are too high or too low for any particular period. For the years ended December 31, 201 and 2013, there were no material adjustments to the Company's prior period estimates of accrued expenses for clinical trials. | ||||||||||||||||||||||||||||
Segment Information | ||||||||||||||||||||||||||||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company's chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company's operations and manage its business as one operating segment. All long-lived assets of the Company reside in the United States. | ||||||||||||||||||||||||||||
Basic and Diluted Net Loss Per Share of Common Stock | ||||||||||||||||||||||||||||
Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the dilutive effects of preferred stock, warrants to purchase preferred stock and stock options. Diluted net loss per share of common stock is computed by dividing the net loss attributable to common stockholders by the sum of the weighted-average number of shares of common stock outstanding during the period plus the potential dilutive effects of preferred stock and warrants to purchase preferred stock, and stock options outstanding during the period calculated in accordance with the treasury stock method, although these shares, options and warrants are excluded if their effect is anti-dilutive. Because the impact of these items is anti-dilutive during periods of net loss, there was no difference between basic and diluted net loss per share of Common Stock for the years ended December 31, 2012 and 2013. | ||||||||||||||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||||||||||||||
On April 5, 2012, the Jump-Start Our Business Startups Act (the JOBS Act) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an "emerging growth company." The Company is considered an emerging growth company, but has elected to not take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. As a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. | ||||||||||||||||||||||||||||
In February 2013, FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income" ('ASU 2013-02). ASU 2013-02 requires companies to present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. The adoption of this standard did not have a significant impact on its financial position, results of operations or cash flows. | ||||||||||||||||||||||||||||
Net_Loss_Per_Common_Share
Net Loss Per Common Share | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||
Net Loss Per Common Share | ' | ' | ||||||||||||||||||||
Net Loss Per Common Share | ' | ' | ||||||||||||||||||||
3. Net Loss Per Common Share | 3. NET LOSS PER COMMON SHARE | |||||||||||||||||||||
The following table sets forth the computation of basic and diluted net loss per share for the periods indicated: | The following table sets forth the computation of basic and diluted net loss per share for the periods indicated: | |||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | Year Ended December 31, | ||||||||||||||||||
Basic and diluted net loss per common share calculation: | 2012 | 2013 | ||||||||||||||||||||
Net loss and comprehensive loss | $ | (15,534,872 | ) | $ | (8,781,978 | ) | $ | (36,403,967 | ) | $ | (16,345,740 | ) | Basic and diluted net loss per common share calculation: | |||||||||
Accretion of redeemable convertible preferred stock | — | (85,562 | ) | (28,521 | ) | (248,149 | ) | Net loss | $ | (15,635,658 | ) | (23,251,435 | ) | |||||||||
Net loss attributable to common stockholders | $ | (15,534,872 | ) | $ | (8,867,540 | ) | $ | (36,432,488 | ) | $ | (16,593,889 | ) | Accretion of redeemable convertible preferred stock | (316,642 | ) | (333,710 | ) | |||||
Weighted average common shares outstanding | 26,366,300 | 793,268 | 23,036,366 | 746,587 | ||||||||||||||||||
Net loss per share of common stock—basic and diluted | $ | (0.59 | ) | $ | (11.18 | ) | $ | (1.58 | ) | $ | (22.23 | ) | | | | | | | | | ||
Net loss attributable to common stockholders | $ | (15,952,300 | ) | $ | (23,585,145 | ) | ||||||||||||||||
The following outstanding securities at September 30, 2014 and 2013 have been excluded from the computation of diluted weighted shares outstanding, as they would have been anti-dilutive: | ||||||||||||||||||||||
| | | | | | | | |||||||||||||||
September 30, | | | | | | | | | ||||||||||||||
2014 | 2013 | |||||||||||||||||||||
Redeemable convertible preferred stock | — | 15,619,271 | Weighted average common shares outstanding | 673,191 | 793,806 | |||||||||||||||||
Options outstanding | 3,552,124 | 2,804,264 | ||||||||||||||||||||
Warrants | 30,258 | 288,705 | | | | | | | | | ||||||||||||
Total | 3,582,382 | 18,712,240 | | | | | | | | | ||||||||||||
Net loss per share of common stock—basic and diluted | $ | (23.70 | ) | $ | (29.71 | ) | ||||||||||||||||
| | | | | | | | |||||||||||||||
| | | | | | | | |||||||||||||||
The following outstanding securities at December, 31, 2012 and 2013 have been excluded from the computation of diluted weighted shares outstanding, as they would have been anti-dilutive: | ||||||||||||||||||||||
December 31, | ||||||||||||||||||||||
2012 | 2013 | |||||||||||||||||||||
Redeemable convertible preferred stock | 9,689,486 | 15,707,986 | ||||||||||||||||||||
Options outstanding | 1,523,156 | 2,795,746 | ||||||||||||||||||||
Warrants | 288,705 | 199,996 | ||||||||||||||||||||
| | | | | | | | |||||||||||||||
Total | 11,501,347 | 18,703,728 | ||||||||||||||||||||
| | | | | | | | |||||||||||||||
| | | | | | | | |||||||||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property and Equipment | ' | |||||||
Property and Equipment | ' | |||||||
4. PROPERTY AND EQUIPMENT | ||||||||
Property and equipment consisted of the following: | ||||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Laboratory equipment | $ | 1,853,685 | 1,853,685 | |||||
Computers and software | 416,606 | 509,109 | ||||||
Office equipment and furniture | 185,044 | 193,781 | ||||||
Leasehold improvements | 1,680,125 | 1,718,922 | ||||||
| | | | | | | | |
Total property and equipment | 4,135,460 | 4,275,497 | ||||||
Less accumulated depreciation and amortization | (3,225,659 | ) | (3,932,438 | ) | ||||
| | | | | | | | |
Property and equipment, net | $ | 909,801 | $ | 343,059 | ||||
| | | | | | | | |
| | | | | | | | |
Depreciation and amortization expense was $787,522 and $706,779 for the years ended December 31, 2012 and 2013, respectively. | ||||||||
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accrued Expenses and Other Current Liabilities | ' | |||||||
Accrued Expenses and Other Current Liabilities | ' | |||||||
5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||||||||
Accrued expenses and other current liabilities consisted of the following: | ||||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Compensation and benefits | $ | 745,820 | $ | 859,444 | ||||
Clinical trial fees | 269,367 | 762,687 | ||||||
Other research and development expenses | 164,777 | 507,845 | ||||||
Professional services | 60,855 | 24,005 | ||||||
Other accrued expenses and other current liabilities | 40,841 | 4,811 | ||||||
| | | | | | | | |
Total accrued expenses and other current liabilities | $ | 1,281,660 | $ | 2,158,792 | ||||
| | | | | | | | |
| | | | | | | | |
Loans_Payable
Loans Payable | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||
Long Term Debt. | ' | ' | |||||||
Loans Payable | ' | ' | |||||||
4. Long Term Debt | 6. LOANS PAYABLE | ||||||||
On September 19, 2014, the Company entered into a loan and security agreement with Oxford Finance LLC, as collateral agent and lender and Square 1 Bank, as lender pursuant to which the lenders have agreed to lend the Company up to $35.0 million in a series of term loans. Upon entering into the agreement, the Company borrowed $2.0 million from the lenders (“Term Loan A”). The Company may, at its sole discretion, borrow from the lenders: | In September 2008, the Company entered into an equipment loan facility with a bank (the Bank Facility) that provided for borrowings up to $1,500,000, subject to certain conditions, through February 2009. Borrowings under the Bank Facility were used to finance laboratory equipment, office equipment, furnishings and, up to specified maximum percentages, software and leasehold improvements. In November 2011, the Company repaid the outstanding balance of the loan, plus a final payment equal to 2% of the amount borrowed. In connection with the borrowings under the Bank Facility, the Company issued a ten-year warrant to purchase 15,000 shares of common stock at $0.01 per share, exercisable through June 2018. | ||||||||
· | up to an additional $16.5 million, at any time on or before June 30, 2015 (“Term Loan B”,) subject to the Company’s satisfaction of specified conditions precedent related to the results of the Company’s ongoing Phase 2 studies of TRV130; and | In November 2009, the Company entered into an equipment loan facility with the Commonwealth of Pennsylvania (the PA Facility) that provided for borrowings of up to $815,278 subject to certain conditions. Borrowings under the PA Facility were used to finance laboratory equipment and computer equipment. Borrowings were secured by the related assets. In December 2012, the Company repaid the outstanding balance of the loan. Interest expense related to the PA Facility was $9,970 for the year ended December 31, 2012. In connection with the PA Facility, the Company incurred financing costs of $13,745, which were included in other assets and amortized to interest expense over the term of the PA Facility. Amortization expense of these deferred financing costs was $7,137 for the year ended December 31, 2012. | |||||||
· | an additional $16.5 million, at any time on or before March 31, 2016 (“Term Loan C” and together with Term Loan A and Term Loan B, the “Term Loans”), subject to the Company’s satisfaction of specified conditions precedent related to the results of the Company’s ongoing Phase 2 studies of TRV027. | In December 2011, the Company entered into a loan facility with Comerica Bank (the Comerica Facility) that provided for borrowings of up to $5,300,000 subject to certain conditions. Borrowings under the Comerica Facility were used to fund working capital for general business requirements and were secured by the assets of the Company, excluding intellectual property. The facility bore interest at the prime rate plus a 1% margin. The Company drew down the entire amount available under the Comerica Facility during 2012. The borrowings were being repaid in 30 equal monthly installments, plus interest, beginning November 1, 2012. As of December 31, 2012, $4,946,667 of borrowings were outstanding under the Comerica Facility. Interest expense related to the Comerica Facility was $150,751 and $64,292 for the years ended December 31, 2012 and 2013, respectively. On May 3, 2013, the Company used a portion of the proceeds from the Series C Preferred Stock (Note 6) to repay the remaining Comerica Facility outstanding balance of $4,073,485, including unpaid interest and fees. | |||||||
The proceeds from Term Loan A and future proceeds, if any, from Term Loan B and/or Term Loan C may be used to satisfy the Company’s future working capital needs, potentially including the development of its clinical and preclinical product candidates. | In connection with the Comerica Facility, the Company incurred financing costs of $62,034, which were included in other assets at December 31, 2012 and were being amortized to interest expense over the term of the Comerica Facility until May 3, 2013 when the financing costs were fully expensed. Amortization expense of these deferred financing costs was $18,464 and $42,047 for the years ended December 31, 2012 and 2013, respectively. In connection with the borrowings under the Comerica Facility, the Company issued a ten-year warrant to purchase 125,000 shares of Series B preferred stock at $1.00 per share, exercisable through December 2021. The Company recorded a total of $101,707 as debt discount related to the estimated fair value of the preferred stock warrants issued, with a corresponding credit to the preferred stock warrant liability. The debt discount was being amortized to interest expense over the term of the Comerica Facility. Interest expense related to the amortization of the debt discount was $23,247 and $78,460 for the years ended December 31, 2012 and 2013, respectively. | ||||||||
The Company’s obligations under the loan and security agreement are secured by a first priority security interest in substantially all of the assets of the Company, other than intellectual property. The Company has agreed not to pledge or otherwise encumber its intellectual property, other than through grants of certain permitted non-exclusive or exclusive licenses or other conveyances of its intellectual property. | |||||||||
The term loans will accrue interest at a fixed rate of 6.50% per annum. The Company is required to make payments of interest only on Term Loan A on a monthly basis through and including October 1, 2015, after which consecutive equal monthly payments of principal, plus accrued interest, will be due until December 1, 2018. Both of these dates may be modified with respect to the term loans, as applicable, as follows: | |||||||||
· | If the Company meets the conditions to draw Term Loan B on or before June 30, 2015, then the date until which the Company is required to make payments of interest only will be extended to April 1, 2016. | ||||||||
· | If the Company meets the conditions to draw Term Loan C on or before March 31, 2016, then the date until which the Company is required to make payments of interest only will be extended to October 1, 2016. | ||||||||
· | If the Company meets the condition to draw Term Loan B on or before June 30, 2015, the condition to draw Term Loan C on or before March 31, 2016, and the Company has received net cash proceeds of at least $50,000,000 from its existing strategic partnership and collaborative license option agreement with Actavis or another strategic partnership in form and substance satisfactory to the lenders, then the date until which consecutive equal monthly payments of principal, plus accrued interest, will be due will be extended to September 1, 2019. | ||||||||
The Company has paid the lenders a facility fee of $175,000 in connection with the execution of the loan and security agreement. Upon the last payment date of the amounts borrowed under the agreement, the Company will be required to pay the lenders a final payment fee equal to 5.25% of the term loans borrowed and subject to adjustment as follows: | |||||||||
· | If either the Company meets the conditions to draw Term Loan B on or before June 30, 2015 or the conditions to draw Term Loan C on or before March 31, 2016, then the Company will be required to pay the lenders a final payment fee equal to 6.1%; | ||||||||
· | If the Company meets both the conditions to draw Term Loan B on or before June 30, 2015 and the conditions to draw Term Loan C on or before March 31, 2016, then the Company will be required to pay the lenders a final payment fee equal to 6.6%; and | ||||||||
· | If the Company meets the condition to draw Term Loan B on or before June 30, 2015, the condition to draw Term Loan C on or before March 31, 2016, and the Company has received net cash proceeds of at least $50,000,000 from its existing strategic partnership and collaborative license option agreement with Actavis or another strategic partnership in form and substance satisfactory to the lenders, then the Company will be required to pay the lenders a final payment fee equal to 7.0%. | ||||||||
In addition, if the Company repays the term loans before the applicable maturity date, it will pay the lender a prepayment fee of 3.00% of the total amount prepaid if the prepayment occurs prior to the first anniversary of the funding of the applicable term loan, 2.00% percent of the total amount prepaid if the prepayment occurs between the first and second anniversary of the funding of the applicable term loan, and 1.00% percent of the total amount prepaid if the prepayment occurs on or after the second anniversary of the funding of the applicable term loan. | |||||||||
The loan and security agreement includes affirmative and restrictive covenants, including: (a) financial reporting requirements; (b) limitations on the incurrence of indebtedness; (c) limitations on liens; (d) limitations on certain merger and acquisition transactions; (e) limitations on dispositions of certain assets; (f) limitations on fundamental corporate changes (including changes in control); (g) limitations on investments; (h) limitations on payments and distributions and (i) other covenants. The agreement also contains certain events of default, including for payment defaults, breaches of covenants, a material adverse change in the collateral, the Company’s business, operations or condition (financial or otherwise), certain levies, attachments and other restraints on the Company’s business, insolvency, defaults under other agreements and misrepresentations. | |||||||||
Three Point Capital, LLC served as a placement agent in connection with the term loans. The Company paid Three Point $65,000 upon execution of the loan and security agreement and will be obligated to pay up to an additional $175,000 if the Company draws on Term Loan B and Term Loan C. | |||||||||
In connection with entering into the loan and security agreement, the Company issued to each of Oxford, Square 1 and Three Point warrants to purchase shares of the Company’s common stock. The warrants are exercisable, in whole or in part, immediately, and have a per share exercise price of $5.8610, which is the average closing price of the Company’s common stock on the NASDAQ Global Market for the ten trading days prior to the effective date of the agreement. The warrants may be exercised on a cashless basis. The warrants will terminate on the earlier of September 19, 2024 or the closing of a merger or consolidation transaction in which the Company is not the surviving entity. If the Company borrows Term Loan B and/or Term Loan C, upon the funding of such Term Loan, the Company will issue additional warrants to purchase shares of the Company’s common stock, each with a per share exercise price of $5.8610 and on substantially the same terms as those contained in the warrants. The number of warrants issued or issuable by the Company is as follows: | |||||||||
Entity | Shares Underlying Warrants | Maximum Number of Shares | Maximum Number of Shares | ||||||
Issued on the Effective Date | Underlying Warrants Issuable | Underlying Warrants Issuable | |||||||
Assuming Full Draw of Term | Assuming Full Draw of Term | ||||||||
Loan B | Loan C | ||||||||
Oxford | 4,875 | 40,217 | 40,217 | ||||||
Square 1 | 1,950 | 16,087 | 16,087 | ||||||
Three Point | 853 | 7,038 | 7,038 | ||||||
The maximum aggregate number of shares underlying additional warrants that can be issued by the Company to the lenders under the loan and security agreement and to Three Point under the placement agent arrangement is 126,685. | |||||||||
As of September 30, 2014, only Term Loan A has been issued, all of which remains outstanding as of such date. The initial maturity date is December 1, 2018 and the loan bears interest at an annual rate of 6.5%. The loan is not convertible and is secured by substantially all of the Company’s assets. Interest expense of $4,333 was recorded in September. | |||||||||
The Company incurred lender and third party costs of $0.2 million and $0.1 million, respectively, related to the issuance of Term Loan A. The lender costs are classified as a debt discount, a contra-liability on our balance sheet. The third party costs will be classified as deferred financing fees, an asset on our balance sheet. Both the debt discount and deferred financing fees will be amortized over the life of the Term Loan using the effective interest method. | |||||||||
The following table summarizes how the issuance of Term Loan A is reflected on our balance sheet at September 30, 2014: | |||||||||
September 30, 2014 | |||||||||
Gross proceeds | $ | 2,000,000 | |||||||
Amortization of debt discount | (225,988 | ) | |||||||
Carrying value | $ | 1,774,012 | |||||||
In connection with the issuance of debt, on September 19, 2014, the Company issued to the lenders and the placement agent in the transaction warrants to purchase an aggregate of 7,678 shares of the Company’s common stock. These detachable warrant instruments have qualified for equity classification and have been allocated upon the relative fair value of the base instrument and the warrants, according to the guidance of ASC 470-20-25-2. | |||||||||
Redeemable_Convertible_Preferr
Redeemable Convertible Preferred Stock and Stockholders' Equity | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Redeemable Convertible Preferred Stock and Stockholders' Equity | ' | |||||||||||||
Redeemable Convertible Preferred Stock and Stockholders' Equity | ' | |||||||||||||
7. REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDER'S EQUITY | ||||||||||||||
On January 4, 2008, the Company authorized the sale and issuance of up to 25,000,000 shares of Series A Convertible Preferred Stock (the Series A). On January 7, 2008, the Company completed the first closing of its sale of the Series A and issued 501,562 shares at $1.00 per share generating gross proceeds of $501,562. On January 31, 2008, the Company completed a second closing of its sale of the Series A and issued an additional 4,514,062 shares at $1.00 per share generating gross proceeds of $4,514,062. Costs associated with these offerings were $200,137. In September 2008, the Company completed a third closing of its sale of the Series A and issued an additional 8,025,000 shares at $1.00 per share generating gross proceeds of $8,025,000. Costs associated with this offering were $2,154. On June 30, 2009, the Company completed a fourth closing of its sale of the Series A and issued 11,034,375 shares at $1.00 per share generating gross proceeds of $11,034,375. Costs associated with this offering were $561. On November 16, 2009, the Company amended the stock purchase agreement associated with the Series A financing and issued an additional 1,000,000 shares at $1.00 per share generating gross proceeds of $1,000,000. Costs associated with this offering were $3,398. All offering costs associated with the Series A are being accreted into the carrying value of the Series A until its redemption date, adjusted on July 8, 2010 from January 2014 to July 2016. | ||||||||||||||
On July 8, 2010, the Company authorized the sale and issuance of up to 35,000,000 shares of Series B Preferred Stock (the Series B) and up to 4,300,000 of Series B-1 Preferred Stock (the Series B-1). In connection with the authorization of the Series B and the Series B-1, the Company also authorized the sale and issuance of warrants to purchase up to 1,700,000 shares of the Series B-1 (the Series B-1 Warrants). On July 8, 2010, the Company completed the first closing of its sale of the Series B and issued 17,500,000 shares at $1.00 per share generating gross proceeds of $17,500,000. Costs associated with this offering were $38,568. On July 8, 2011, the Company completed its second closing, issuing 5,700,000 shares of its Series B at $1.00 per share and 1,800,000 shares of its Series B-1 at $1.00 per share. Costs associated with this offering were $8,229. On December 15, 2011, the Company completed its third closing issuing 7,600,000 shares of its Series B at $1.00 per share and 2,400,000 shares of its Series B-1 at $1.00 per share. Costs associated with this offering were $4,989. All offering costs associated with the Series B and Series B-1 are being accreted into the carrying value of the preferred stock until its redemption date in July 2016. | ||||||||||||||
In connection with the issuance of the Series B-1 shares in the second and third closings, the Series B-1 shareholders received ten-year warrants to purchase a total of 1,650,000 shares of the Company's Series B-1 Preferred Stock at an exercise price of $1.00 per share. The estimated fair value of the preferred stock warrants on the dates of issuance of $1,347,428 was recorded as a reduction to the carrying value of the Series B-1 Preferred stock and is being accreted into the carrying value of the Series B-1 until its redemption date in July 2016. The preferred stock warrants were recorded as a liability pursuant to the guidance for accounting for certain financial instruments with characteristics of both liabilities and equity and are revalued at each reporting period to reflect any changes in fair value. In November 2013, one of the Company's warrant holders exercised its warrants to purchase 550,000 shares of the Company's Series B preferred stock. Of the remaining 1,225,000 outstanding warrants to purchase preferred stock at December 31, 2013, 1,100,000 were net exercised immediately prior to the consummation of the Company's initial public offering in February 2014. Upon consummation of the Company's initial public offering, the remaining warrant to purchase up to 125,000 shares of the Company's Series B preferred stock was converted into a warrant to purchase up to 20,161 shares the Company's common stock, and the fair value of the warrant liability at that time was reclassified to additional paid-in capital. | ||||||||||||||
In May, 2013, the Company authorized the sale and issuance of up to 37,000,000 shares of Series C Preferred Stock (the Series C). On May 3, 2013, the Company completed the closing of its sale of the Series C and issued 36,764,704 shares at $1.632 per share generating gross proceeds of $59,999,997. Costs associated with this offering were $81,080. All offering costs associated with the Series C were recorded as a discount and are being accreted into the carrying value of the Series C until its redemption date in July 2016. | ||||||||||||||
Each share of the Series A, the Series B, the Series B-1 and the Series C preferred stock is convertible into approximately 0.1613 shares of common stock at any time at the option of the holder. The preferred stock is automatically convertible in the event of (i) an initial public offering at a price of at least $4.00 per share of common stock (subject to adjustment to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences) and net proceeds to the Company of at least $40 million; or (ii) the affirmative vote or written consent of the holders of at least 60% of shares of the preferred stock then outstanding. Each share of Series A, B or B-1 preferred stock is also subject to a special mandatory conversion feature. In the event that any holder of shares of Series A, B or B-1 preferred stock does not participate in a Qualified Financing (as defined in the Company's Certificate of Incorporation) by purchasing, in the aggregate, in such Qualified Financing and within the time period specified by the Company, such holder's pro rata amount, then such holder's shares of preferred stock will automatically convert into common stock at the respective Conversion Price (as defined). The Company evaluated each series of its Preferred Stock and determined that each individual series is considered an equity host under ASC 815. As a result of the Company's conclusion that the Preferred Stock represents an equity host, the conversion feature of all series of Preferred Stock is considered to be clearly and closely related to the associated Preferred Stock host instrument. Accordingly, the conversion feature of all series of Preferred Stock is not considered an embedded derivative that requires bifurcation. The Company accounts for potential beneficial conversion features under FASB ASC Topic 470-20, Debt with Conversion and Other Options. At the time of each of the issuances of Preferred Stock, the Company's common stock into which each series of the Company's Preferred Stock is convertible had an estimated fair value less than the effective conversion prices of the Preferred Stock. Therefore, there was no intrinsic value on the respective commitment dates. | ||||||||||||||
Holders of the preferred stock are entitled to receive non-cumulative dividends at the rate of 8% of the applicable purchase price per share per annum if and when declared by the board of directors. No dividends have been declared through December 31, 2013. | ||||||||||||||
Holders of the preferred stock, voting as a class, are entitled to elect five members of the board of directors. | ||||||||||||||
Holders of the Series A, the Series B, and the Series B-1 are entitled to a liquidation preference in an amount equal to $1.00 per share plus all declared and unpaid dividends in the event of a liquidation, dissolution, or winding-up of the Company, or in the event the Company merges with or is acquired by another entity. Holders of the Series C are entitled to a liquidation preference in an amount equal to $1.632 per share plus all declared and unpaid dividends in the event of a liquidation, dissolution, or winding-up of the Company, or in the event the Company merges with or is acquired by another entity. | ||||||||||||||
At any time on or after July 8, 2016, the holders of at least 60% of the outstanding shares of the preferred stock may require the Company to redeem, in three annual installments beginning on the date of the initial redemption, all of the outstanding shares of the preferred stock for an amount equal to the original issue price per share plus any declared and unpaid dividends. | ||||||||||||||
Common Stock | ||||||||||||||
The Company was authorized to issue 85,000,000 and 132,000,000 shares of common stock as of December 31, 2012 and 2013, respectively. The Company is required, at all times, to reserve and keep available out of its authorized but unissued shares of common stock sufficient shares to effect the conversion of the shares of the preferred stock and all stock options and warrants. | ||||||||||||||
Holders of the common stock, voting as a class, are entitled to elect one member of the board of directors. | ||||||||||||||
Restricted Stock Agreements | ||||||||||||||
In connection with the formation of the Company, 373,548 shares of restricted common stock were sold to the Company's initial shareholders at a price of $0.0062 per share. The restricted stock agreements imposed transfer restrictions on the unvested shares of common stock and provided the Company with certain repurchase rights. The restricted shares vested ratably over four years from the time of grant. | ||||||||||||||
In March 2008, the Company sold 256,451 shares of restricted common stock to four individuals in consideration for the performance of certain services. The Company received proceeds of $9,420 and recorded expense of $6,480 in 2008 related to the issuance of these shares. The restricted stock agreements imposed transfer restrictions on the unvested shares of common stock and provided the Company with certain repurchase rights. The restricted shares vested over periods ranging from two to four years from time of grant. Of these shares, 140,322 were sold under the 2008 Equity Incentive Plan discussed below. | ||||||||||||||
In August 2009, the Company sold 81,290 shares of restricted common stock to one individual which were subsequently adjusted in November 2009 to 16,129 shares of fully vested common stock in consideration for the performance of certain services. The Company received proceeds of $100 and recorded expense of $900 in 2009 related to the issuance of these shares. | ||||||||||||||
In May 2010, the Company repurchased 21,169 shares of restricted common stock in association with the voluntary termination of one individual for a price of $1,312. | ||||||||||||||
There were no unvested shares of common stock that remain subject to repurchase rights as of December 31, 2013. | ||||||||||||||
2008 Equity Incentive Plan | ||||||||||||||
In January 2008, the Company adopted the 2008 Equity Incentive Plan (the Plan), amended on February 29, 2008, January 7, 2010, July 8, 2010, December 10, 2010, June 23, 2011 and June 17, 2013 that authorizes the Company to grant up to 3,310,990 shares of common stock to eligible employees, directors and consultants to the Company, in the form of restricted stock and stock options. The amount, terms of grants and exercisability provisions are determined by the board of directors. The term of the options may be up to ten years, and options are exercisable in cash or as otherwise determined by the board of directors. Vesting generally occurs over a period of not greater than four years. | ||||||||||||||
The estimated grant-date fair value of the Company's share-based awards is amortized ratably over the awards' service periods. Share-based compensation expense recognized was as follows: | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2012 | 2013 | |||||||||||||
Research and development | $ | 124,879 | $ | 609,483 | ||||||||||
General and administrative | 51,429 | 318,513 | ||||||||||||
| | | | | | | | |||||||
Total stock-based compensation | $ | 176,308 | $ | 927,996 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Options Outstanding | ||||||||||||||
Shares Available for Grant | Number of Shares | Weighted-Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | |||||||||||
Balance, December 31, 2011 | 159,523 | 1,563,895 | 0.56 | 8.55 | ||||||||||
Granted | (221,770 | ) | 221,770 | 0.68 | ||||||||||
Exercised | — | (28,459 | ) | 0.12 | ||||||||||
Forfeitures | 234,050 | (234,050 | ) | 0.68 | ||||||||||
| | | | | | | | | | | | | | |
Balance, December 31, 2012 | 171,803 | 1,523,156 | 0.56 | 7.89 | ||||||||||
Authorized | 1,459,514 | — | ||||||||||||
Granted | (1,730,156 | ) | 1,730,156 | 3.73 | ||||||||||
Exercised | (275,262 | ) | 0.3 | |||||||||||
Forfeitures | 182,304 | (182,304 | ) | 0.95 | ||||||||||
| | | | | | | | | | | | | | |
Balance, December 31, 2013 | 83,465 | 2,795,746 | 2.52 | 8.45 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Vested or expected to vest at December 31, 2013 | 2,795,746 | 2.52 | 8.45 | |||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Exercisable at December 31, 2013 | 996,263 | 0.9 | 7.09 | |||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The intrinsic value of our 996,263 options exercisable as of December 31, 2013 was $6.1 million, based on a per share price of $7.00, the Company's initial public offering price, and a weighted average exercise price of $0.90 per share. The intrinsic value of our 1,799,483 unvested options as of December 31, 2013 was $6.4 million, based on a per share price of $7.00, the Company's initial public offering price, and a weighted average exercise price of $3.45 per share. | ||||||||||||||
The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options at the grant date. The Black-Scholes model requires the Company to make certain estimates and assumptions, including estimating the fair value of the Company's common stock, assumptions related to the expected price volatility of the Company's stock, the period during which the options will be outstanding, the rate of return on risk-free investments and the expected dividend yield for the Company's stock. | ||||||||||||||
The per-share weighted-average grant date fair value of the options granted to employees during 2012 and 2013 was estimated at $0.56 and $2.52, respectively, per share on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2012 | 2013 | |||||||||||||
Risk-free interest rate | 1.92 | % | 1.52 | % | ||||||||||
Expected term of options (in years) | 6.1 | 6.1 | ||||||||||||
Expected volatility | 80 | % | 80.5 | % | ||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||
The weighted-average valuation assumptions were determined as follows: | ||||||||||||||
• | ||||||||||||||
Risk-free interest rate: The Company based the risk-free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected option term. | ||||||||||||||
• | ||||||||||||||
Expected term of options: The Company estimated the expected life of its employee stock options using the "simplified" method, as prescribed in Staff Accounting Bulletin (SAB) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to its lack of sufficient historical data. | ||||||||||||||
• | ||||||||||||||
Expected stock price volatility: The Company estimated the expected volatility based on actual historical volatility of the stock price of similar companies with publicly-traded equity securities. The Company calculated the historical volatility of the selected companies by using daily closing prices over a period of the expected term of the associated award. The companies were selected based on their enterprise value, risk profiles, position within the industry and with historical share price information sufficient to meet the expected term of the associated award. A decrease in the selected volatility would have decreased the fair value of the underlying instrument. | ||||||||||||||
• | ||||||||||||||
Expected annual dividend yield: The Company estimated the expected dividend yield based on consideration of its historical dividend experience and future dividend expectations. The Company has not historically declared or paid dividends to stockholders. Moreover, it does not intend to pay dividends in the future, but instead expects to retain any earnings to invest in the continued growth of the business. Accordingly, the Company assumed an expected dividend yield of 0.0%. | ||||||||||||||
• | ||||||||||||||
Estimated forfeiture rate: The Company's estimated annual forfeiture rate on 2013 stock option grants was 5%, based on the historical forfeiture experience. | ||||||||||||||
The fair value of the Company's common stock, prior to the Company's initial public offering, was determined by its board of directors with assistance of its management. The board of directors and management considered numerous objective and subjective factors in the assessment of fair value, including the price for the Company's preferred stock that was sold to investors and the rights, preferences and privileges of the preferred stock and common stock, the Company's financial condition and results of operations during the relevant periods and the status of strategic initiatives. These estimates involve a significant level of judgment. | ||||||||||||||
As of December 31, 2013, there was $4.1 million of total unrecognized compensation expense, related to unvested options granted under the Plan, which will be recognized over the weighted average remaining period of 2.02 years. | ||||||||||||||
Shares Reserved for Future Issuance | ||||||||||||||
At December 31, 2013, the Company has reserved the following shares of common stock for issuance: | ||||||||||||||
Common stock options outstanding | 2,795,746 | |||||||||||||
Common stock options and restricted stock available for future grant | 83,465 | |||||||||||||
Series A Preferred Stock | 4,044,340 | |||||||||||||
Series B Preferred Stock | 4,967,732 | |||||||||||||
Series B-1 Preferred Stock | 766,129 | |||||||||||||
Series C Preferred Stock | 5,929,785 | |||||||||||||
Preferred and Common Stock warrants outstanding | 199,996 | |||||||||||||
| | | | | ||||||||||
18,787,193 | ||||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
2013 Equity Incentive Plan | ||||||||||||||
The Company has adopted a 2013 Equity Incentive Plan, or the 2013 plan. The 2013 plan became effective upon the initial public offering in February 2014. As of the time the 2013 plan became effective, no further grants may be made under the 2008 Equity Incentive Plan, or 2008 plan. The 2013 plan provides for the grant of incentive stock options, or ISOs, nonstatutory stock options, or NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards and other forms of equity compensation (collectively, stock awards), all of which may be granted to employees, including officers, non-employee directors and consultants of the Company. Additionally, the 2013 plan provides for the grant of performance cash awards. ISOs may be granted only to employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants. | ||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||
Commitments and Contingencies. | ' | ' | ||||
Commitments and Contingencies | ' | ' | ||||
7. Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES | |||||
Licenses | Licenses | |||||
On May 3, 2013, the Company entered into an option agreement and a license agreement with Actavis plc (formerly Forest Laboratories Holdings Limited), under which the Company granted to Actavis an exclusive option to license its product candidate, TRV027. If Actavis exercises this option, the license agreement between the Company and Actavis will become effective and Actavis will have an exclusive worldwide license to develop and commercialize TRV027 and specified related compounds. At the Company’s request, Actavis will consider in good faith whether to grant the Company the right to co-promote the licensed products in the United States under terms to be agreed upon by the parties. Actavis will be responsible for subsequent development, regulatory approval and commercialization of TRV027 at Actavis’ sole cost and expense. | On May 3, 2013, the Company entered into an option agreement and a license agreement with Actavis plc (formerly Forest Laboratories Holdings Limited), under which the Company granted to Actavis an exclusive option to license its product candidate, TRV027. If Actavis exercises this option, the license agreement between the Company and Actavis will become effective and Actavis will have an exclusive worldwide license to develop and commercialize TRV027 and specified related compounds. Under the option agreement, the Company will conduct, at its expense, a Phase 2b trial of TRV027 in acute heart failure. Actavis may exercise its option during the pendency of the Phase 2b clinical trial or during a specified time period after the Company delivers the data from the Phase 2b clinical trial to Actavis. During the option period, the Company is not permitted to negotiate for or enter into any agreement with a third party for the development and commercialization of TRV027 and its related compounds. Under specified circumstances linked to adverse changes in the market or with respect to TRV027, Actavis has the right to renegotiate the terms of the license agreement. If Actavis exercises such right, its option will expire and the Company will be obligated to negotiate in good faith with Actavis for a period of time the terms of any new arrangement. If the Company and Actavis are unable to agree on the terms of any new arrangement during such period of time, then the option agreement will terminate and for a specified period of time thereafter the Company may not offer a license to any third party on terms better than those last proposed by either the Company or Actavis during the negotiations. | |||||
Under the option agreement, the Company is conducting, at its expense, a Phase 2b trial of TRV027 in acute heart failure. Actavis may exercise its option during the pendency of the Phase 2b clinical trial or during a specified time period after the Company delivers the data from the Phase 2b clinical trial to Actavis. During the option period, the Company is not permitted to negotiate for or enter into any agreement with a third party for the development and commercialization of TRV027 and its related compounds. Under specified circumstances linked to adverse changes in the market or related to the results from the Phase 2b trial of TRV027, Actavis has the right to renegotiate the terms of the license agreement. If Actavis exercises such right, the Company will be obligated to negotiate in good faith with Actavis for a period of time the terms of any new arrangement. If the Company and Actavis are unable to agree on the terms of any new arrangement, then the option agreement will terminate and for a specified period of time thereafter the Company may not offer a license to any third party on terms better than those last proposed by either the Company or Actavis during the negotiations. If Actavis does not exercise the option during the specified period, its option will expire and the license agreement will not become effective. In that case, the Company would be free to enter into a collaboration arrangement with another party for the development and commercialization of TRV027 or to pursue development and commercialization on its own. | If Actavis does not exercise the option during the specified period, its option will expire and the license agreement will not become effective. In that event, the Company would be free to enter into a collaboration arrangement with another party for the development and commercialization of TRV027 or to pursue development and commercialization on its own. | |||||
The Company received no consideration upon the grant of the option to Actavis. If Actavis exercises the option, the Company would receive a $65 million option exercise fee and could potentially receive up to $365 million depending upon the achievement of future development and commercial milestones. The Company also could receive tiered royalties between 10% and 20% on net sales of licensed products worldwide, with the royalty rates on net sales of licensed products in the United States being somewhat higher than the royalty rates on net sales of licensed products outside the United States. The term of the royalty on sales of TRV027 for a given country would extend until the latest to occur of (i) 10 years from first commercial sale of TRV027 in that country, (ii) the expiration of the last to expire patent claiming TRV027 that is sufficient to block the entrance of a generic version of the product, or (iii) the expiration of any period of exclusivity granted by applicable law or any regulatory authority in such country that confers exclusive marketing rights on the product. | If Actavis exercises the option, Actavis will have the sole and exclusive right under the license agreement, at its sole cost and expense, to develop and commercialize TRV027 and specified related compounds throughout the world. At the Company's request, Actavis will consider in good faith whether to grant the Company the right to co-promote the licensed products in the United States under terms to be agreed upon by the parties. | |||||
If the license agreement becomes effective, Actavis has the right to grant sublicenses under the license agreement to affiliates and third parties. Any sublicensing does not act to relieve Actavis of any of its obligations under the license agreement, including Actavis’ obligation to make milestone payments to the Company with respect to TRV027 or pay royalties to the Company on sales of TRV027 by such sublicensee. Under the license, both Actavis and the Company have the right to terminate the agreement in the event of an uncured material breach or insolvency of the other party. In addition, Actavis is permitted to terminate the license agreement without cause at any time upon prior written notice or immediately for product safety reasons. Following a termination of the license agreement, all licenses granted to Actavis would terminate, and Actavis would grant the Company an exclusive royalty bearing license under specified patents and know-how to develop and commercialize reverted licensed products. If not terminated, the license agreement would remain in effect until the expiration of the last royalty term for the last licensed product. | The Company received no consideration upon the grant of the option to Actavis. If Actavis exercises the option, the Company could potentially receive up to $430 million in the aggregate, including an upfront option exercise fee of $65 million and milestone payments depending upon the achievement of future development and commercial milestones. The Company could also receive tiered royalties between 10% and 20% on worldwide net sales of licensed products worldwide, with the royalty rates on net sales of licensed products in the United States being somewhat higher than the royalty rates on net sales of licensed products outside the United States. | |||||
Actavis participated in the Series C Preferred Stock financing and purchased $30 million of Series C Preferred Stock. Because the Series C Preferred Stock was acquired at the same time as the option agreement, management considered whether the Preferred Stock was issued at fair value and if not, whether the consideration received for the Preferred Stock should be allocated in the financial statements in a manner differently than the price stated in the agreement. The Series C Preferred Stock acquired by Actavis was acquired at the same time and at the same price per share as all of the other investors in the Series C Preferred Stock financing and therefore the preferred stock sold to Actavis was deemed to be issued at fair value and no value was allocated to the option agreement. The Series C Preferred Stock held by Actavis was converted into common shares on a one-for-6.2 basis upon consummation of the Company’s initial public offering. | If Actavis exercises the option and the license agreement becomes effective, both Actavis and the Company would have the right to terminate the license agreement in the event of an uncured material breach or insolvency of the other party. In addition, Actavis would be permitted to terminate the license agreement without cause at any time upon prior written notice or immediately for product safety reasons. Following a termination of the license agreement, all licenses granted to Actavis would terminate, and Actavis would grant the Company an exclusive royalty bearing license under specified patents and know-how to develop and commercialize reverted licensed products. If not terminated, the license agreement would remain in effect until the expiration of the last royalty term for the last licensed product. | |||||
Legal Proceedings | If Actavis elects to exercise its option, the term of the royalty on sales of TRV027 for a given country would extend until the first to occur of (i) 10 years from first commercial sale of TRV027 in that country, (ii) the expiration of the last to expire patent claiming TRV027 that is sufficient to block the entrance of a generic version of the product, or (iii) the expiration of any period of exclusivity granted by applicable law or any regulatory authority in such country that confers exclusive marketing rights on the product. | |||||
The Company is not involved in any legal proceeding that it expects to have a material adverse effect on its business, financial condition, results of operations and cash flows. | Actavis has the right to grant sublicenses under the license agreement to affiliates and third parties. Any sublicensing does not act to relieve Actavis of any of its obligations under the license agreement, including Actavis's obligation to make milestone payments to the Company with respect to TRV027 or pay royalties to the Company on sales of TRV027 by such sublicensee. Actavis participated in the Series C Preferred Stock financing (Note 7) and purchased $30 million of Series C Preferred Stock. Because the Series C Preferred Stock was acquired at the same time as the option agreement, management considered whether the Preferred Stock was issued at fair value and if not, whether the consideration received for the Preferred Stock should be allocated in the financial statements in a manner differently than the price stated in the agreement. The Series C Preferred Stock acquired by Actavis was acquired at the same time and at the same price per share as all of the other investors in the Series C Preferred Stock financing and therefore the preferred stock sold to Actavis was deemed to be issued at fair value and no value was allocated to the option agreement. | |||||
Operating Leases | ||||||
The Company leases office and laboratory space in Pennsylvania. In addition, the Company leases vivarium space in Pennsylvania. The vivarium lease can be terminated at any time upon 90 days' written notice by the Company. The Company's leases contain escalating rent clauses, which require higher rent payments in future years. The Company expenses rent on a straight-line basis over the term of the lease, including any rent-free periods. In July 2013, the Company extended the lease for the Company's office and laboratory lease in Pennsylvania until September 2020, with a Company option to terminate the lease in December 2017 with a required termination payment of $131,902. | ||||||
Rent expense under operating leases was $438,173 and $459,288 in 2012 and 2013, respectively. | ||||||
Future minimum lease payments, including termination fees, under noncancelable lease agreements as of December 31, 2013, are as follows: | ||||||
Operating Lease | ||||||
2014 | $ | 226,313 | ||||
2015 | 232,688 | |||||
2016 | 239,064 | |||||
2017 | 356,622 | |||||
| | | | | ||
Total minimum lease payments | $ | 1,054,687 | ||||
| | | | | ||
| | | | | ||
The Company had deferred rent of $347,033 at December 31, 2013. This balance related entirely to the Pennsylvania office and laboratory lease. | ||||||
Legal Proceedings | ||||||
The Company is not involved in any legal proceeding that it expects to have a material effect on its business, financial condition, results of operations and cash flows. | ||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Taxes | ' | |||||||
Income Taxes | ' | |||||||
9. INCOME TAXES | ||||||||
The Company provides for income taxes under ASC 740. Under ASC 740, the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. | ||||||||
The Company did not record a current or deferred income tax expense or benefit in 2012 or 2013. | ||||||||
The Company's loss before income taxes was $15,635,658 and $23,251,435 for the years ended December 31, 2012 and 2013, respectively, and was generated entirely in the United States. | ||||||||
Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company's deferred tax assets are comprised of the following: | ||||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Deferred tax assets: | ||||||||
Net operating losses | $ | 3,116,214 | $ | 5,159,176 | ||||
Research and development credits | 1,653,174 | 2,801,924 | ||||||
Research and development expenses capitalized for tax purposes | 20,042,703 | 26,936,217 | ||||||
Deferred rent | 40,350 | 140,873 | ||||||
Depreciation | 487,224 | 652,104 | ||||||
Other temporary differences | 497,268 | 628,296 | ||||||
| | | | | | | | |
Total deferred tax assets | 25,836,933 | 36,318,590 | ||||||
Deferred tax liabilities: | ||||||||
Prepaid expenses | (44,561 | ) | (80,311 | ) | ||||
| | | | | | | | |
Total deferred tax liabilities | (44,561 | ) | (80,311 | ) | ||||
| | | | | | | | |
Net deferred tax assets | 25,792,372 | 36,238,279 | ||||||
Less valuation allowance | (25,792,372 | ) | (36,238,279 | ) | ||||
| | | | | | | | |
Net deferred tax asset | $ | — | $ | — | ||||
| | | | | | | | |
| | | | | | | | |
The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company's history of operating losses since inception, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of December 31, 2012 and 2013. The valuation allowance increased by $6,432,425 and $10,445,907 during the years ended December 31, 2012 and 2013, respectively, due primarily to the generation of net operating losses during the periods. | ||||||||
A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: | ||||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Percent of pre-tax income: | ||||||||
U.S. federal statutory income tax rate | 34 | % | 34 | % | ||||
Permanent Differences | 0 | % | (0.5 | )% | ||||
State taxes, net of federal benefit | 6.6 | % | 6.5 | % | ||||
Research and development credit | 0 | % | 1.9 | % | ||||
Change in valuation allowance | (40.6 | )% | (41.9 | )% | ||||
| | | | | | | | |
Effective income tax rate | 0 | % | 0 | % | ||||
| | | | | | | | |
| | | | | | | | |
As of December 31, 2012 and 2013, the Company had U.S. federal net operating loss carryforwards of $7,674,369 and $12,707,112, respectively, which may be available to offset future income tax liabilities and will begin to expire at various dates starting in 2027. As of December 31, 2012 and 2013, the Company also had U.S. state net operating loss carryforwards of $7,688,430 and $12,721,173, respectively, which may be available to offset future income tax liabilities and will begin to expire at various dates starting in 2027. | ||||||||
As of December 31, 2012 and 2013, the Company had federal research and development tax credit carryforwards of $1,499,073 and $2,524,082, respectively, available to reduce future tax liabilities which will begin to expire at various dates starting in 2027. As of December 31, 2012 and 2013, the Company had state research and development tax credit carryforwards of approximately $233,487 and $420,974, respectively, available to reduce future tax liabilities which will begin to expire at various dates starting in 2022. | ||||||||
Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed several financings since its inception which may have resulted in a change in control as defined by Sections 382 and 383 of the Internal Revenue Code, or could result in a change in control in the future. | ||||||||
The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2012 and 2013, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company's Statements of Operations and Comprehensive Loss. | ||||||||
For all years through December 31, 2013, the Company generated research credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company's research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position for these years. A full valuation allowance has been provided against the Company's research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred tax asset established for the research and development credit carryforwards and the valuation allowance. | ||||||||
The American Tax Relief Act of 2012, enacted January 2, 2013, retroactively reinstated the research and development credit for 2012 and 2013. Accordingly, in 2013 we recorded credits of approximately $586 thousand related to 2012 as a result of the retroactive reinstatement. | ||||||||
The Company files income tax returns in the United States, and various state jurisdictions. The federal and state income tax returns are generally subject to tax examinations for the tax years ended December 31, 2010 through December 31, 2012. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state tax authorities to the extent utilized in a future period. | ||||||||
RelatedParty_Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related-Party Transactions | ' |
Related-Party Transactions | ' |
10. RELATED-PARTY TRANSACTIONS | |
The Company has consulting agreements with two founding scientists and shareholders, under which $90,000 and $65,750 was paid in 2012 and 2013, respectively. The consulting agreements are currently ongoing and can be terminated with 30 days' notice. | |
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2013 | |
Employee Benefit Plan | ' |
Employee Benefit Plan | ' |
11. EMPLOYEE BENEFIT PLAN | |
The Company sponsors a 401(k) defined contribution plan for its employees. Employee contributions are voluntary. The Company matches employee contributions in an amount equal to 100% of the first 3% of eligible contributions and 50% of the next 2% of eligible contributions. During 2012 and 2013, the Company provided matching contributions of $213,866 and $175,943, respectively. | |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events | ' |
Subsequent Events | ' |
12. SUBSEQUENT EVENTS | |
As disclosed in Note 1, on February 5, 2014, 9,250,000 shares of common stock were sold on the Company's behalf at an initial public offering price of $7.00 per share, for aggregate gross proceeds of $64.8 million. On March 6, 2014, in connection with the partial exercise by the underwriters of the Company's initial public offering of the over-allotment option granted to them in connection with the initial public offering, 270,449 additional shares of common stock were sold on the Company's behalf at the initial public offering price of $7.00 per share, for aggregate gross proceeds of approximately $1.9 million. In addition, as part of the initial public offering, all of the Company's outstanding convertible preferred stock converted, and a portion of its warrants were net exercised, into aggregate total of 15,649,686 shares of common stock. Upon consummation of the initial public offering in February 2014, the remaining warrant to purchase up to 125,000 shares of the Company's Series B preferred stock was converted into a warrant to purchase up to 20,161 shares of common stock, and the fair value of the warrant liability at that time was reclassified to additional paid-in capital. | |
Development_Stage_Reporting
Development Stage Reporting | 12 Months Ended |
Dec. 31, 2013 | |
Development Stage Reporting | ' |
Development Stage Reporting | ' |
13. DEVELOPMENT STAGE REPORTING | |
On June 10, 2014, the FASB issued ASU No. 2014-10, "Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation" ("ASU 2014-10"). ASU 2014-10 eliminates the accounting and reporting differences in U.S. GAAP between development stage entities and other operating entities, including the presentation of inception-to-date financial statement information and the development stage entity financial statement label. FASB guidance related to Risks and Uncertainties and FASB guidance utilized to determine if an entity is a variable interest entity now apply to entities that have not commenced planned principal operations. These changes will provide more consistent consolidation analysis and decisions among reporting entities. While these amendments are effective for annual reporting periods beginning after December 15, 2014, early adoption is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued. The Company retroactively adopted ASU 2014-10 in 2014. In connection with the adoption, the Company has eliminated inception to date financial information from its historical financial statements and related footnotes, including eliminating an inception to date Statement of Operations and Comprehensive Loss, Statement of Redeemable Convertible Preferred Stock and Stockholders' Deficit and Statement of Cash Flows. | |
The Company's adoption of this standard did not have a significant impact on its financial position, results of operations or cash flows. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | ' | ||||||||||||||||||||||||||
Basis of Presentation | ' | ' | ||||||||||||||||||||||||||
Basis of Presentation | Basis of Presentation | |||||||||||||||||||||||||||
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). The Company considers the U.S. dollar to be its functional currency. | The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). The Company considers the U.S. dollar to be its functional currency. | |||||||||||||||||||||||||||
Reverse Stock Split | ' | ' | ||||||||||||||||||||||||||
Reverse Stock Split | ||||||||||||||||||||||||||||
The Company's Board of Directors and stockholders approved a 1-for-6.2 reverse stock split of the Company's Common Stock. The reverse stock split became effective on October 30, 2013. All share and per share amounts in the financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to this reverse stock split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. | ||||||||||||||||||||||||||||
Use of Estimates | ' | ' | ||||||||||||||||||||||||||
Use of Estimates | ||||||||||||||||||||||||||||
Use of Estimates | ||||||||||||||||||||||||||||
Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these financial statements, management used significant estimates in the following areas, among others: stock-based compensation expense, the determination of the fair value of stock-based awards, the fair value of liability-classified preferred stock warrants, the accounting for research and development costs, accrued expenses and the recoverability of the Company's net deferred tax assets and related valuation allowance. | ||||||||||||||||||||||||||||
Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these financial statements, management used significant estimates in the following areas, among others: stock-based compensation expense, the determination of the fair value of stock-based awards, the fair value of liability-classified preferred and common stock warrants, and the accounting for research and development costs, accrued expenses and the recoverability of the Company’s net deferred tax assets and related valuation allowance. | ||||||||||||||||||||||||||||
Cash and Cash Equivalents | ' | ' | ||||||||||||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||||||||||||||||||||
The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash and cash equivalents subject the Company to concentrations of credit risk. However, the Company has invested in U.S. Treasury Bills and money market mutual funds that invest substantially all of their assets in U.S. government securities. Cash equivalents are valued at cost, which approximates their fair market value. | The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash and cash equivalents subject the Company to concentrations of credit risk. However, the Company has invested in money market mutual funds that invest substantially all of their assets in U.S. government securities. Cash equivalents are valued at cost, which approximates their fair market value. | |||||||||||||||||||||||||||
Restricted Cash | ' | ' | ||||||||||||||||||||||||||
Restricted Cash | ||||||||||||||||||||||||||||
At December 31, 2012 and 2013, the Company maintained letters of credit totaling $214,000 and $112,000, respectively, as collateral for the Company's facility and laboratory equipment lease obligations in Pennsylvania. | ||||||||||||||||||||||||||||
Concentration of Credit Risk and Off-Balance Sheet Risk | ' | ' | ||||||||||||||||||||||||||
Concentration of Credit Risk and Off-Balance Sheet Risk | ||||||||||||||||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, restricted cash and grants receivable. The Company maintains its cash and cash equivalent balances in the form of money market mutual funds that invest substantially all of their assets in U.S. government securities with financial institutions that management believes are creditworthy. The Company's investment policy includes guidelines on the quality of the institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. | ||||||||||||||||||||||||||||
The Company routinely assesses the creditworthiness of its collaborators. The Company has not experienced any material losses related to receivables from collaborators. The Company does not require collateral from its collaborators. | ||||||||||||||||||||||||||||
The Company has not recognized any losses from credit risks on such accounts. The Company believes it is not exposed to significant credit risk on cash. | ||||||||||||||||||||||||||||
Property and Equipment | ' | ' | ||||||||||||||||||||||||||
Property and Equipment | ||||||||||||||||||||||||||||
Property and equipment consists of computer and laboratory equipment, software, office equipment, furniture and leasehold improvements and is recorded at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement or sale the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Property and equipment are depreciated on a straight-line basis over their estimated useful lives. The Company uses a life of three years for computer equipment, and five years for laboratory equipment, office equipment, furniture and software. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset. | ||||||||||||||||||||||||||||
The Company reviews long-lived assets when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. No impairment losses were recorded in 2012 or 2013. | ||||||||||||||||||||||||||||
Grant Revenue Recognition | ' | ' | ||||||||||||||||||||||||||
Grant Revenue Recognition | ||||||||||||||||||||||||||||
The Company recognizes grant revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed and determinable, and collectibility is reasonably assured. In 2009, the Company received a research grant from the National Institutes of Health (NIH) to assist in the funding of certain research activities from September 2009 through August 2011. The amount of the award was approximately $7.6 million and as of December 31, 2011, the Company had completed all activities and recognized all revenue related to this grant. In August 2011, the Company received a second research grant from the NIH to assist in the funding of its d-opioid program. The award contemplated funding up to $496,000 during the period from August 15, 2011 through July 31, 2016, subject to availability of funds and successful progression of the program. Through June 6, 2013, the Company had received $338,162 and on June 6, 2013, the Company was informed that no additional funds would be made available. In November 2011, the Company received a research grant for approximately $205,000 from the Michael J. Fox Foundation for the funding of certain research activities from December 2011 through November 2012. As of December 31, 2012, the Company had completed all activities and recognized all revenue related to this grant. The Company recognizes revenue under all three grants in earnings in the period in which the related expenditures are incurred. During the years ended December 31, 2012 and 2013, the Company recognized revenue related to these grants of $407,595 and $84,980, respectively. | ||||||||||||||||||||||||||||
Collaboration Revenue Recognition | ' | ' | ||||||||||||||||||||||||||
Collaboration Revenue Recognition | ||||||||||||||||||||||||||||
The Company recognizes collaboration revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed and determinable, and collectibility is reasonably assured. In May 2012, the Company entered into a research collaboration with Merck Sharp & Dohme Corporation (Merck), requiring the Company to conduct certain research activities. The Company was paid $400,000 for this work and this revenue was recognized in 2012 when all of the recognition criteria were achieved. The research collaboration agreement was amended in April 2013 for an additional $50,000 for research activities that were completed and thus recognized as revenue in 2013. | ||||||||||||||||||||||||||||
Research and Development | ' | ' | ||||||||||||||||||||||||||
Research and Development | ||||||||||||||||||||||||||||
Research and development costs are charged to expense as incurred. These costs include, but are not limited to, employee-related expenses, including salaries, benefits and travel and stock-based compensation of our research and development personnel; expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical trials and preclinical studies; the cost of acquiring, developing and manufacturing clinical trial materials; facilities; other supplies; allocated facilities, depreciation and other expenses, which include rent and utilities; insurance; and costs associated with preclinical activities and regulatory operations. | ||||||||||||||||||||||||||||
Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as subject enrollment, clinical site activations or information provided to the Company by its vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued research and development expense, as the case may be. | ||||||||||||||||||||||||||||
Comprehensive Loss | ' | ' | ||||||||||||||||||||||||||
Comprehensive Loss | ||||||||||||||||||||||||||||
Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss was equal to net loss for all periods presented. | ||||||||||||||||||||||||||||
Income Taxes | ' | ' | ||||||||||||||||||||||||||
Income Taxes | ||||||||||||||||||||||||||||
Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC 740), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. | ||||||||||||||||||||||||||||
The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2012 and 2013, the Company does not have any significant uncertain tax positions. | ||||||||||||||||||||||||||||
Preferred Stock Warrants | ' | ' | ||||||||||||||||||||||||||
Preferred Stock Warrants | ||||||||||||||||||||||||||||
Freestanding warrants that are related to the purchase of preferred stock are classified as liabilities and recorded at fair value regardless of the timing of the redemption feature or the redemption price or the likelihood of redemption. The warrants are subject to re-measurement at each balance sheet date and any change in fair value is recognized as a component of change in fair value of warrant liability in the Statements of Operations and Comprehensive Loss. Pursuant to the terms of these warrants, upon the conversion to common stock of the series of preferred stock underlying the warrant, the warrants automatically become exercisable for shares of common stock based upon the conversion ratio of the underlying preferred stock. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants or the conversion of the underlying preferred stock. The preferred stock warrants are classified as Level 3 liabilities (see Fair Value Measurements). In November 2013, one of the Company's warrant holders exercised its warrants to purchase 550,000 shares of the Company's Series B preferred stock. Of the remaining 1,225,000 outstanding warrants to purchase preferred stock at December 31, 2013, 1,100,000 were net exercised immediately prior to the consummation of the Company's initial public offering in February 2014. Upon consummation of the Company's initial public offering, the remaining warrant to purchase up to 125,000 shares of the Company's Series B preferred stock was converted into a warrant to purchase up to 20,161 shares the Company's common stock. | ||||||||||||||||||||||||||||
Fair Value of Financial Instruments | ' | ' | ||||||||||||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||||||||||||||
The carrying amount of the Company's financial instruments, which include cash and cash equivalents, grants receivable, restricted cash, accounts payable and accrued expenses approximate their fair values, given their short-term nature. The carrying amount of the Company's loans payable at December 31, 2012 approximates fair value because the interest rate is reflective of the rate the Company could obtain on debt with similar terms and conditions. The preferred stock warrants are carried at fair value as disclosed above. The Company has evaluated the estimated fair value of financial instruments using available market information and management's estimates. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. | ||||||||||||||||||||||||||||
Fair Value Measurements | ' | ' | ||||||||||||||||||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||||||||||||||||||||
ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. | ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. | |||||||||||||||||||||||||||
ASC 820 identifies fair value as the exchange price, or 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 a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a three-tier fair value hierarchy that distinguishes among the following: | ASC 820 identifies fair value as the exchange price, or 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 a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a three-tier fair value hierarchy that distinguishes among the following: | |||||||||||||||||||||||||||
· | Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. | |||||||||||||||||||||||||||
· | Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. | • | ||||||||||||||||||||||||||
Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. | ||||||||||||||||||||||||||||
· | Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | |||||||||||||||||||||||||||
• | ||||||||||||||||||||||||||||
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. | |||||||||||||||||||||||||||
Items measured at fair value on a recurring basis include money market mutual funds, restricted cash and warrants to purchase redeemable convertible preferred stock and common stock. During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value using Level 3 inputs. The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis: | • | |||||||||||||||||||||||||||
Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | ||||||||||||||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | |||||||||||||||||||||||||
Active Markets | Observable Inputs | Unobservable | To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | |||||||||||||||||||||||||
for Identical | (Level 2) | Inputs (Level 3) | ||||||||||||||||||||||||||
Items | Items measured at fair value on a recurring basis include money market mutual funds, restricted cash and warrants to purchase redeemable convertible preferred stock. During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value using Level 3 inputs. The following fair value hierarchy table presents information about each major category of the Company's financial assets and liabilities measured at fair value on a recurring basis: | |||||||||||||||||||||||||||
(Level 1) | ||||||||||||||||||||||||||||
December 31, 2013 | ||||||||||||||||||||||||||||
Assets | Quoted Prices | Significant | Significant | Total | ||||||||||||||||||||||||
Money market mutual funds | $ | 35,551,000 | $ | — | $ | — | $ | 35,551,000 | in Active | Other | Unobservable | |||||||||||||||||
Restricted cash | 112,000 | — | — | 112,000 | Markets for | Observable | Inputs | |||||||||||||||||||||
Total assets | $ | 35,663,000 | $ | — | $ | — | $ | 35,663,000 | Identical Items | Inputs | (Level 3) | |||||||||||||||||
Liabilities | (Level 1) | (Level 2) | ||||||||||||||||||||||||||
Warrants to purchase redeemable preferred stock | $ | — | $ | — | $ | 350,519 | $ | 350,519 | December 31, 2012 | |||||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 350,519 | $ | 350,519 | Assets | |||||||||||||||||||
September 30, 2014 | Money market mutual funds | $ | 3,050,003 | $ | — | $ | — | $ | 3,050,003 | |||||||||||||||||||
Assets | Restricted cash | 214,000 | — | — | 214,000 | |||||||||||||||||||||||
Money market mutual funds | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||
U.S. Treasury Bills | — | — | — | — | | | | | | | | | | | | | | | ||||||||||
Restricted cash | 112,000 | — | — | 112,000 | Total assets | $ | 3,264,003 | $ | — | $ | — | $ | 3,264,003 | |||||||||||||||
Total assets | $ | 112,000 | $ | — | $ | — | $ | 112,000 | ||||||||||||||||||||
Liabilities | | | | | | | | | | | | | | | ||||||||||||||
Warrants to purchase common stock | $ | — | $ | — | $ | 95,741 | $ | 95,741 | | | | | | | | | | | | | | | ||||||
Total liabilities | $ | — | $ | — | $ | 95,741 | $ | 95,741 | ||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||
The U.S. Treasury Bills and money market mutual funds noted above are included in cash and cash equivalents in the accompanying balance sheets. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the three or nine months ended September 30, 2013 or 2014. However, as of September 30, 2014, all existing funds previously held in money market mutual funds had been recently transferred to the Company’s operating bank account pending transition to a new banking provider. As of the date of this report, these amounts have been transferred back from the operating bank account to money market mutual funds. | Warrants to purchase redeemable preferred stock | $ | — | $ | — | $ | 1,393,674 | $ | 1,393,674 | |||||||||||||||||||
The following table sets forth a summary of changes in the fair value of the Company’s warrant liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs: | | | | | | | | | | | | | | | ||||||||||||||
Total liabilities | $ | — | $ | — | $ | 1,393,674 | $ | 1,393,674 | ||||||||||||||||||||
Warrant | ||||||||||||||||||||||||||||
Liability | | | | | | | | | | | | | | | ||||||||||||||
Balance as of December 31, 2013 | $ | 350,519 | | | | | | | | | | | | | | | ||||||||||||
Amounts acquired or issued | — | |||||||||||||||||||||||||||
Changes in estimated fair value | (109,522 | ) | December 31, 2013 | |||||||||||||||||||||||||
Amounts reclassified to additional paid-in capital | (145,256 | ) | Assets | |||||||||||||||||||||||||
Balance as of September 30, 2014 | $ | 95,741 | Money market mutual funds | $ | 35,551,000 | $ | — | $ | — | $ | 35,551,000 | |||||||||||||||||
Restricted cash | 112,000 | — | — | 112,000 | ||||||||||||||||||||||||
In connection with the issuance of debt, on September 19, 2014, the Company issued to the lenders and the placement agent in the transaction warrants to purchase an aggregate of 7,678 shares of the Company’s common stock. These detachable warrant instruments have qualified for equity classification and have been allocated upon the relative fair value of the base instrument and the warrants, according to the guidance of ASC 470-20-25-2. See Note 4 for additional information. | ||||||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
In connection with the issuance and sale of the Company’s Series B-1 preferred shares in 2011, the Company issued to the purchasers warrants to purchase 1,650,000 shares of the Company’s Series B-1 Preferred Stock. Additionally, in connection with a banking facility entered into in 2011, the Company issued a warrant to purchase 125,000 shares of Series B preferred stock. As of December 31, 2013, the fair value of the warrants outstanding of $350,519 was recognized as a liability in the Company’s balance sheet in accordance with the guidance for accounting for certain financial instruments with characteristics of both liabilities and equity as the warrants entitle the holder to purchase preferred stock that is considered contingently redeemable. Upon the Company’s IPO, 1,100,000 of the outstanding Series B-1 warrants were net exercised into 20,273 shares of common stock and the remaining fair value of $145,256 associated with these particular warrants was reclassified to additional paid-in capital. The warrant to purchase 125,000 shares of Series B preferred stock was converted into a warrant to purchase up to 20,161 shares of the Company’s common stock and remains outstanding with a fair value recorded as a liability of $95,741 at September 30, 2014 as it contains a cash settlement feature upon certain strategic transactions. | Total assets | $ | 35,663,000 | $ | — | $ | — | $ | 35,663,000 | |||||||||||||||||||
The fair value of the warrants classified as liabilities on each re-measurement date is estimated using the Black-Scholes option pricing model. For this liability, the Company develops its own assumptions that do not have observable inputs or available market data to support the fair value. This method of valuation involves using inputs such as the fair value of the Company’s various classes of preferred stock, stock price volatility, the contractual term of the warrants, risk free interest rates and dividend yields. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. The following assumptions were used at September 30, 2014 and December 31, 2013: | | | | | | | | | | | | | | | ||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||
Common stock | Series B-1 | Series B | Liabilities | |||||||||||||||||||||||||
warrant liability | preferred stock | preferred stock | Warrants to purchase redeemable preferred stock | $ | — | $ | — | $ | 350,519 | $ | 350,519 | |||||||||||||||||
warrant liability | warrant liability | |||||||||||||||||||||||||||
Estimated remaining term | 7.59 years | 0.25 years | 8.4 years | | | | | | | | | | | | | | | |||||||||||
Dividend yield | 0.00 | % | 0.00 | % | 0.00 | % | Total liabilities | $ | — | $ | — | $ | 350,519 | $ | 350,519 | |||||||||||||
Risk-free interest rate | 2.27 | % | 0.38 | % | 2.75 | % | ||||||||||||||||||||||
Fair value of underlying instrument | $ | $ | $ | | | | | | | | | | | | | | | |||||||||||
6.42 | 7.00 | 7.00 | | | | | | | | | | | | | | | ||||||||||||
Volatility | 77 | % | 71 | % | 70 | % | ||||||||||||||||||||||
The warrant liability is recorded on its own line item on the Company’s Balance Sheet and is marked-to-market at each reporting period with the change in fair value recorded on its own line in the Statement of Operations and Comprehensive Loss. | The following table sets forth a summary of changes in the fair value of the Company's preferred warrant liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs: | |||||||||||||||||||||||||||
Redeemable | ||||||||||||||||||||||||||||
Convertible | ||||||||||||||||||||||||||||
Preferred | ||||||||||||||||||||||||||||
Stock Warrant | ||||||||||||||||||||||||||||
Liability | ||||||||||||||||||||||||||||
Balance as of December 31, 2011 | 1,336,543 | |||||||||||||||||||||||||||
Amounts acquired or issued | 101,707 | |||||||||||||||||||||||||||
Changes in estimated fair value | (44,576 | ) | ||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
Balance as of December 31, 2012 | 1,393,674 | |||||||||||||||||||||||||||
Amounts acquired or issued | (801,677 | ) | ||||||||||||||||||||||||||
Changes in estimated fair value | (241,478 | ) | ||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 350,519 | ||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
The money market mutual funds noted above are included in cash and cash equivalents in the accompanying balance sheets. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the years ended December 31, 2012 or 2013. | ||||||||||||||||||||||||||||
The fair value of the warrants on the date of issuance and on each re-measurement date of those warrants classified as liabilities is estimated using the Black-Scholes option pricing model using the following assumptions: contractual life according to the remaining terms of the warrants at December 31, 2012 and 1.1 years at December 31, 2013, no dividend yield, weighted average risk-free interest rate of 1.92% and 0.62% at December 31, 2012 and 2013, respectively, fair value of underlying instrument of $1.00 share and $1.13 per share at December 31, 2012 and 2013, respectively, and weighted average volatility of 80% and 71% at December 31, 2012 and 2013, respectively. For this liability, the Company developed its own assumptions that do not have observable inputs or available market data to support the fair value. This method of valuation involves using inputs such as the fair value of the Company's various classes of preferred stock, stock price volatility, the contractual term of the warrants, risk free interest rates and dividend yields. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. The Company accounts for its redeemable convertible preferred stock warrants as liabilities in accordance with the guidance for accounting for certain financial instruments with characteristics of both liabilities and equity as the warrants entitle the holder to purchase preferred stock that is considered contingently redeemable. The warrant liability is recorded on its own line item on the Company's Balance Sheets. The warrant liability is marked-to-market each reporting period with the change in fair value recorded on its own line in the Statement of Operations and Comprehensive Loss until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified as an equity instrument. | ||||||||||||||||||||||||||||
Stock-Based Compensation | ' | ' | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||
At December 31, 2013, the Company had one stock-based compensation plan, which is more fully described in Note 7. The Company accounts for stock-based compensation in accordance with the provisions of ASC Topic 718, Compensation—Stock Compensation (ASC 718), which requires the recognition of expense related to the fair value of stock-based compensation awards in the Statements of Operations and Comprehensive Loss. | ||||||||||||||||||||||||||||
For stock options issued to employees and members of the board of directors for their services on the board, the Company estimates the grant date fair value of each option using the Black-Scholes option-pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates, the value of the common stock and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, the Company recognizes stock-based compensation expense, net of estimated forfeitures, equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense using the accelerated attribution method when it is probable that the performance condition will be achieved. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | ||||||||||||||||||||||||||||
Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity. See Note 7 for a discussion of the assumptions used by the Company in determining the grant date fair value of options granted under the Black-Scholes option pricing model, as well as a summary of the stock option activity under the Company's stock-based compensation plan for the years ended December 31, 2012 and 2013. | ||||||||||||||||||||||||||||
Clinical Trial Expense Accruals | ' | ' | ||||||||||||||||||||||||||
Clinical Trial Expense Accruals | ||||||||||||||||||||||||||||
As part of the process of preparing its financial statements, the Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company's objective is to reflect the appropriate trial expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the progress of the trial as measured by subject progression and the timing of various aspects of the trial. The Company determines accrual estimates through financial models taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of trials, or the services completed. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company's clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in it reporting amounts that are too high or too low for any particular period. For the years ended December 31, 201 and 2013, there were no material adjustments to the Company's prior period estimates of accrued expenses for clinical trials. | ||||||||||||||||||||||||||||
Segment Information | ' | ' | ||||||||||||||||||||||||||
Segment Information | ||||||||||||||||||||||||||||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company's chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company's operations and manage its business as one operating segment. All long-lived assets of the Company reside in the United States. | ||||||||||||||||||||||||||||
Basic and Diluted Net Loss Per Share of Common Stock | ' | ' | ||||||||||||||||||||||||||
Basic and Diluted Net Loss Per Share of Common Stock | ||||||||||||||||||||||||||||
Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the dilutive effects of preferred stock, warrants to purchase preferred stock and stock options. Diluted net loss per share of common stock is computed by dividing the net loss attributable to common stockholders by the sum of the weighted-average number of shares of common stock outstanding during the period plus the potential dilutive effects of preferred stock and warrants to purchase preferred stock, and stock options outstanding during the period calculated in accordance with the treasury stock method, although these shares, options and warrants are excluded if their effect is anti-dilutive. Because the impact of these items is anti-dilutive during periods of net loss, there was no difference between basic and diluted net loss per share of Common Stock for the years ended December 31, 2012 and 2013. | ||||||||||||||||||||||||||||
Recent Accounting Pronouncements | ' | ' | ||||||||||||||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |||||||||||||||||||||||||||
On June 10, 2014, FASB issued ASU No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”). ASU 2014-10 eliminates the accounting and reporting differences in U.S. GAAP between development stage entities and other operating entities, including the presentation of inception-to-date financial statement information and the development stage entity financial statement label. FASB guidance related to Risks and Uncertainties and FASB guidance utilized to determine if an entity is a variable interest entity now applies to entities that have not commenced planned principal operations. These changes will provide more consistent consolidation analysis and decisions among reporting entities. While these amendments are retrospectively effective for annual reporting periods beginning after December 15, 2014, early adoption is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. The Company has elected early adoption in the current period. The Company’s adoption of this standard did not have a significant impact on its financial position, results of operations or cash flows. | On April 5, 2012, the Jump-Start Our Business Startups Act (the JOBS Act) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an "emerging growth company." The Company is considered an emerging growth company, but has elected to not take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. As a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. | |||||||||||||||||||||||||||
In August 2014, the FASB issued ASU No. 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,” which defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. The pronouncement is effective for annual reporting periods ending after December 15, 2016 with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. | In February 2013, FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income" ('ASU 2013-02). ASU 2013-02 requires companies to present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. The adoption of this standard did not have a significant impact on its financial position, results of operations or cash flows. | |||||||||||||||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | ' | ||||||||||||||||||||||||||
Schedule of major category of financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ||||||||||||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | |||||||||||||||||||||||||
Active Markets | Observable Inputs | Unobservable | ||||||||||||||||||||||||||
for Identical | (Level 2) | Inputs (Level 3) | ||||||||||||||||||||||||||
Items | ||||||||||||||||||||||||||||
(Level 1) | ||||||||||||||||||||||||||||
December 31, 2013 | Quoted Prices | Significant | Significant | Total | ||||||||||||||||||||||||
Assets | in Active | Other | Unobservable | |||||||||||||||||||||||||
Money market mutual funds | $ | 35,551,000 | $ | — | $ | — | $ | 35,551,000 | Markets for | Observable | Inputs | |||||||||||||||||
Restricted cash | 112,000 | — | — | 112,000 | Identical Items | Inputs | (Level 3) | |||||||||||||||||||||
Total assets | $ | 35,663,000 | $ | — | $ | — | $ | 35,663,000 | (Level 1) | (Level 2) | ||||||||||||||||||
Liabilities | December 31, 2012 | |||||||||||||||||||||||||||
Warrants to purchase redeemable preferred stock | $ | — | $ | — | $ | 350,519 | $ | 350,519 | Assets | |||||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 350,519 | $ | 350,519 | Money market mutual funds | $ | 3,050,003 | $ | — | $ | — | $ | 3,050,003 | |||||||||||
September 30, 2014 | Restricted cash | 214,000 | — | — | 214,000 | |||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||
Money market mutual funds | $ | — | $ | — | $ | — | $ | — | | | | | | | | | | | | | | | ||||||
U.S. Treasury Bills | — | — | — | — | Total assets | $ | 3,264,003 | $ | — | $ | — | $ | 3,264,003 | |||||||||||||||
Restricted cash | 112,000 | — | — | 112,000 | ||||||||||||||||||||||||
Total assets | $ | 112,000 | $ | — | $ | — | $ | 112,000 | | | | | | | | | | | | | | | ||||||
Liabilities | | | | | | | | | | | | | | | ||||||||||||||
Warrants to purchase common stock | $ | — | $ | — | $ | 95,741 | $ | 95,741 | ||||||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 95,741 | $ | 95,741 | Liabilities | |||||||||||||||||||
Warrants to purchase redeemable preferred stock | $ | — | $ | — | $ | 1,393,674 | $ | 1,393,674 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Total liabilities | $ | — | $ | — | $ | 1,393,674 | $ | 1,393,674 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
December 31, 2013 | ||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||
Money market mutual funds | $ | 35,551,000 | $ | — | $ | — | $ | 35,551,000 | ||||||||||||||||||||
Restricted cash | 112,000 | — | — | 112,000 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Total assets | $ | 35,663,000 | $ | — | $ | — | $ | 35,663,000 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Liabilities | ||||||||||||||||||||||||||||
Warrants to purchase redeemable preferred stock | $ | — | $ | — | $ | 350,519 | $ | 350,519 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Total liabilities | $ | — | $ | — | $ | 350,519 | $ | 350,519 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Schedule of changes in the fair value of the Company's preferred warrant liability representing a recurring measurement classified within Level 3, wherein fair value is estimated using significant unobservable inputs | ' | ' | ||||||||||||||||||||||||||
Warrant | ||||||||||||||||||||||||||||
Liability | ||||||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 350,519 | ||||||||||||||||||||||||||
Amounts acquired or issued | — | |||||||||||||||||||||||||||
Changes in estimated fair value | (109,522 | ) | ||||||||||||||||||||||||||
Amounts reclassified to additional paid-in capital | (145,256 | ) | Redeemable | |||||||||||||||||||||||||
Balance as of September 30, 2014 | $ | 95,741 | Convertible | |||||||||||||||||||||||||
Preferred | ||||||||||||||||||||||||||||
Stock Warrant | ||||||||||||||||||||||||||||
Liability | ||||||||||||||||||||||||||||
Balance as of December 31, 2011 | 1,336,543 | |||||||||||||||||||||||||||
Amounts acquired or issued | 101,707 | |||||||||||||||||||||||||||
Changes in estimated fair value | (44,576 | ) | ||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
Balance as of December 31, 2012 | 1,393,674 | |||||||||||||||||||||||||||
Amounts acquired or issued | (801,677 | ) | ||||||||||||||||||||||||||
Changes in estimated fair value | (241,478 | ) | ||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 350,519 | ||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
Net_Loss_Per_Common_Share_Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||
Net Loss Per Common Share | ' | ' | ||||||||||||||||||||
Schedule of computation of basic and diluted net loss per share | ' | ' | ||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||
Basic and diluted net loss per common share calculation: | ||||||||||||||||||||||
Net loss and comprehensive loss | $ | (15,534,872 | ) | $ | (8,781,978 | ) | $ | (36,403,967 | ) | $ | (16,345,740 | ) | ||||||||||
Accretion of redeemable convertible preferred stock | — | (85,562 | ) | (28,521 | ) | (248,149 | ) | |||||||||||||||
Net loss attributable to common stockholders | $ | (15,534,872 | ) | $ | (8,867,540 | ) | $ | (36,432,488 | ) | $ | (16,593,889 | ) | Year Ended December 31, | |||||||||
Weighted average common shares outstanding | 26,366,300 | 793,268 | 23,036,366 | 746,587 | 2012 | 2013 | ||||||||||||||||
Net loss per share of common stock—basic and diluted | $ | (0.59 | ) | $ | (11.18 | ) | $ | (1.58 | ) | $ | (22.23 | ) | Basic and diluted net loss per common share calculation: | |||||||||
Net loss | $ | (15,635,658 | ) | (23,251,435 | ) | |||||||||||||||||
Accretion of redeemable convertible preferred stock | (316,642 | ) | (333,710 | ) | ||||||||||||||||||
| | | | | | | | |||||||||||||||
Net loss attributable to common stockholders | $ | (15,952,300 | ) | $ | (23,585,145 | ) | ||||||||||||||||
| | | | | | | | |||||||||||||||
| | | | | | | | |||||||||||||||
Weighted average common shares outstanding | 673,191 | 793,806 | ||||||||||||||||||||
| | | | | | | | |||||||||||||||
| | | | | | | | |||||||||||||||
Net loss per share of common stock—basic and diluted | $ | (23.70 | ) | $ | (29.71 | ) | ||||||||||||||||
| | | | | | | | |||||||||||||||
| | | | | | | | |||||||||||||||
Schedule of outstanding securities excluded from the computation of diluted weighted shares outstanding as they would have been anti dilutive | ' | ' | ||||||||||||||||||||
September 30, | ||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||
Redeemable convertible preferred stock | — | 15,619,271 | ||||||||||||||||||||
Options outstanding | 3,552,124 | 2,804,264 | ||||||||||||||||||||
Warrants | 30,258 | 288,705 | ||||||||||||||||||||
Total | 3,582,382 | 18,712,240 | December 31, | |||||||||||||||||||
2012 | 2013 | |||||||||||||||||||||
Redeemable convertible preferred stock | 9,689,486 | 15,707,986 | ||||||||||||||||||||
Options outstanding | 1,523,156 | 2,795,746 | ||||||||||||||||||||
Warrants | 288,705 | 199,996 | ||||||||||||||||||||
| | | | | | | | |||||||||||||||
Total | 11,501,347 | 18,703,728 | ||||||||||||||||||||
| | | | | | | | |||||||||||||||
| | | | | | | | |||||||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property and Equipment | ' | |||||||
Schedule of property and equipment | ' | |||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Laboratory equipment | $ | 1,853,685 | 1,853,685 | |||||
Computers and software | 416,606 | 509,109 | ||||||
Office equipment and furniture | 185,044 | 193,781 | ||||||
Leasehold improvements | 1,680,125 | 1,718,922 | ||||||
| | | | | | | | |
Total property and equipment | 4,135,460 | 4,275,497 | ||||||
Less accumulated depreciation and amortization | (3,225,659 | ) | (3,932,438 | ) | ||||
| | | | | | | | |
Property and equipment, net | $ | 909,801 | $ | 343,059 | ||||
| | | | | | | | |
| | | | | | | | |
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accrued Expenses and Other Current Liabilities | ' | |||||||
Schedule of accrued expenses and other current liabilities | ' | |||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Compensation and benefits | $ | 745,820 | $ | 859,444 | ||||
Clinical trial fees | 269,367 | 762,687 | ||||||
Other research and development expenses | 164,777 | 507,845 | ||||||
Professional services | 60,855 | 24,005 | ||||||
Other accrued expenses and other current liabilities | 40,841 | 4,811 | ||||||
| | | | | | | | |
Total accrued expenses and other current liabilities | $ | 1,281,660 | $ | 2,158,792 | ||||
| | | | | | | | |
| | | | | | | | |
Redeemable_Convertible_Preferr1
Redeemable Convertible Preferred Stock and Stockholders' Equity (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||
Redeemable Convertible Preferred Stock and Stockholders' Equity | ' | ' | ||||||||||||||||||||||||||
Schedule of share-based compensation expense recognized | ' | ' | ||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
Research and development | $ | 304,885 | $ | 235,366 | $ | 921,069 | $ | 355,030 | ||||||||||||||||||||
General and administrative | 389,481 | 89,963 | 968,863 | 144,712 | ||||||||||||||||||||||||
Total stock-based compensation | $ | 694,366 | $ | 325,329 | $ | 1,889,932 | $ | 499,742 | ||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||
2012 | 2013 | |||||||||||||||||||||||||||
Research and development | $ | 124,879 | $ | 609,483 | ||||||||||||||||||||||||
General and administrative | 51,429 | 318,513 | ||||||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||||
Total stock-based compensation | $ | 176,308 | $ | 927,996 | ||||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||||
| | | | | | | | |||||||||||||||||||||
Schedule of stock options activity | ' | ' | ||||||||||||||||||||||||||
Options Outstanding | ||||||||||||||||||||||||||||
Shares Available | Number of | Weighted-Average | Weighted Average | |||||||||||||||||||||||||
for Grant | Shares | Exercise Price | Remaining | |||||||||||||||||||||||||
Contractual | ||||||||||||||||||||||||||||
Term (in years) | Options Outstanding | |||||||||||||||||||||||||||
Balance, December 31, 2013 | 83,465 | 2,795,746 | $ | 2.52 | 8.45 | Shares Available for Grant | Number of Shares | Weighted-Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | |||||||||||||||||||
Authorized | 1,711,290 | — | Balance, December 31, 2011 | 159,523 | 1,563,895 | 0.56 | 8.55 | |||||||||||||||||||||
Granted | (1,044,301 | ) | 1,044,301 | 6.83 | Granted | (221,770 | ) | 221,770 | 0.68 | |||||||||||||||||||
Exercised | — | (170,142 | ) | 0.59 | Exercised | — | (28,459 | ) | 0.12 | |||||||||||||||||||
Forfeitures | 117,781 | (117,781 | ) | 7.4 | Forfeitures | 234,050 | (234,050 | ) | 0.68 | |||||||||||||||||||
Balance, September 30, 2014 | 868,235 | 3,552,124 | $ | 3.72 | 8.28 | |||||||||||||||||||||||
Vested or expected to vest at September 30, 2014 | 3,501,979 | $ | 3.68 | | | | | | | | | | | | | | | |||||||||||
Exercisable at September 30, 2014 | 1,458,087 | $ | 1.98 | Balance, December 31, 2012 | 171,803 | 1,523,156 | 0.56 | 7.89 | ||||||||||||||||||||
Authorized | 1,459,514 | — | ||||||||||||||||||||||||||
Granted | (1,730,156 | ) | 1,730,156 | 3.73 | ||||||||||||||||||||||||
Exercised | (275,262 | ) | 0.3 | |||||||||||||||||||||||||
Forfeitures | 182,304 | (182,304 | ) | 0.95 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Balance, December 31, 2013 | 83,465 | 2,795,746 | 2.52 | 8.45 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Vested or expected to vest at December 31, 2013 | 2,795,746 | 2.52 | 8.45 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Exercisable at December 31, 2013 | 996,263 | 0.9 | 7.09 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Schedule of weighted-average valuation assumptions | ' | ' | ||||||||||||||||||||||||||
Nine Months | Nine Months | |||||||||||||||||||||||||||
Ended September | Ended September | |||||||||||||||||||||||||||
30, 2014 | 30, 2013 | |||||||||||||||||||||||||||
Risk-free interest rate | 1.82 | % | 1.94 | % | ||||||||||||||||||||||||
Expected term of options (in years) | 5.87 | 6.1 | ||||||||||||||||||||||||||
Expected volatility | 75.9 | % | 80.0 | % | Year Ended December 31, | |||||||||||||||||||||||
Dividend yield | 0 | % | 0 | % | 2012 | 2013 | ||||||||||||||||||||||
Risk-free interest rate | 1.92 | % | 1.52 | % | ||||||||||||||||||||||||
Expected term of options (in years) | 6.1 | 6.1 | ||||||||||||||||||||||||||
Expected volatility | 80 | % | 80.5 | % | ||||||||||||||||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||||||||||||||||
Schedule of shares of common stock reserved for issuance | ' | ' | ||||||||||||||||||||||||||
At September 30, 2014, the Company has reserved the following shares of common stock for issuance: | ||||||||||||||||||||||||||||
Common stock options outstanding | 3,552,124 | |||||||||||||||||||||||||||
Common stock options and restricted stock available for future grant (2013 Plan) | 868,235 | |||||||||||||||||||||||||||
Common stock warrants outstanding | 30,258 | |||||||||||||||||||||||||||
4,450,617 | Common stock options outstanding | 2,795,746 | ||||||||||||||||||||||||||
Common stock options and restricted stock available for future grant | 83,465 | |||||||||||||||||||||||||||
Series A Preferred Stock | 4,044,340 | |||||||||||||||||||||||||||
Series B Preferred Stock | 4,967,732 | |||||||||||||||||||||||||||
Series B-1 Preferred Stock | 766,129 | |||||||||||||||||||||||||||
Series C Preferred Stock | 5,929,785 | |||||||||||||||||||||||||||
Preferred and Common Stock warrants outstanding | 199,996 | |||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
18,787,193 | ||||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies. | ' | ||||
Schedule of future minimum lease payments, including termination fees, under non cancelable lease agreements | ' | ||||
Operating Lease | |||||
2014 | $ | 226,313 | |||
2015 | 232,688 | ||||
2016 | 239,064 | ||||
2017 | 356,622 | ||||
| | | | | |
Total minimum lease payments | $ | 1,054,687 | |||
| | | | | |
| | | | | |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Taxes | ' | |||||||
Schedule of significant components of the Company's deferred tax assets | ' | |||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Deferred tax assets: | ||||||||
Net operating losses | $ | 3,116,214 | $ | 5,159,176 | ||||
Research and development credits | 1,653,174 | 2,801,924 | ||||||
Research and development expenses capitalized for tax purposes | 20,042,703 | 26,936,217 | ||||||
Deferred rent | 40,350 | 140,873 | ||||||
Depreciation | 487,224 | 652,104 | ||||||
Other temporary differences | 497,268 | 628,296 | ||||||
| | | | | | | | |
Total deferred tax assets | 25,836,933 | 36,318,590 | ||||||
Deferred tax liabilities: | ||||||||
Prepaid expenses | (44,561 | ) | (80,311 | ) | ||||
| | | | | | | | |
Total deferred tax liabilities | (44,561 | ) | (80,311 | ) | ||||
| | | | | | | | |
Net deferred tax assets | 25,792,372 | 36,238,279 | ||||||
Less valuation allowance | (25,792,372 | ) | (36,238,279 | ) | ||||
| | | | | | | | |
Net deferred tax asset | $ | — | $ | — | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the financial statements | ' | |||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Percent of pre-tax income: | ||||||||
U.S. federal statutory income tax rate | 34 | % | 34 | % | ||||
Permanent Differences | 0 | % | (0.5 | )% | ||||
State taxes, net of federal benefit | 6.6 | % | 6.5 | % | ||||
Research and development credit | 0 | % | 1.9 | % | ||||
Change in valuation allowance | (40.6 | )% | (41.9 | )% | ||||
| | | | | | | | |
Effective income tax rate | 0 | % | 0 | % | ||||
| | | | | | | | |
| | | | | | | | |
Organization_and_Description_o1
Organization and Description of the Business (Details) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||
Sep. 30, 2014 | Dec. 31, 2013 | Feb. 05, 2014 | Mar. 06, 2014 | Feb. 28, 2014 | Dec. 31, 2013 | Feb. 05, 2014 | Feb. 05, 2014 | Mar. 06, 2014 | Mar. 06, 2014 | |
item | item | Subsequent event | Subsequent event | Warrant expiring in December 2021 | Warrant expiring in June 2018 | Initial public offering | Initial public offering | Over allotment option exercised by underwriters | Over allotment option exercised by underwriters | |
Subsequent event | Subsequent event | Subsequent event | ||||||||
Organization and Description of the Business | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating segments | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Public Offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock sold | ' | ' | ' | ' | ' | ' | 9,250,000 | 9,250,000 | 270,449 | 270,449 |
Initial public offering price (in dollars per share) | ' | ' | ' | ' | ' | ' | $7 | $7 | $7 | $7 |
Aggregate gross proceeds from shares sold | ' | ' | ' | ' | ' | ' | $64,800,000 | $64,800,000 | $1,900,000 | $1,900,000 |
Shares of common stock issued upon conversion of outstanding convertible preferred stock and net exercise of a portion of warrants | 15,728,286 | ' | ' | ' | ' | ' | ' | 15,649,686 | ' | ' |
Payment of underwriting discounts and commissions | 4,600,000 | ' | ' | 4,600,000 | ' | ' | ' | ' | ' | ' |
Offering expenses | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' |
Net offering proceeds after deducting underwriting discounts and commissions and offering expenses | 59,534,984 | ' | ' | 59,600,000 | ' | ' | ' | ' | ' | ' |
Shares of common stock that may be purchased by warrant | ' | ' | ' | ' | 20,161 | 2,419 | ' | ' | ' | ' |
Exercise price (in dollars per share) | ' | ' | ' | ' | $6.20 | $0.06 | ' | ' | ' | ' |
Liquidity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated deficit | ' | $82,268,850 | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 0 Months Ended | 74 Months Ended | 12 Months Ended | ||
Oct. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Computer equipment | Laboratory equipment, office equipment, furniture and software | ||||
Summary of Significant Accounting Policies | ' | ' | ' | ' | ' |
Reverse stock split ratio | 0.1613 | ' | ' | ' | ' |
Restricted Cash | ' | ' | ' | ' | ' |
Letters of credit | ' | $112,000 | $214,000 | ' | ' |
Property and Equipment | ' | ' | ' | ' | ' |
Estimated useful life | ' | ' | ' | 'P3Y | 'P5Y |
Impairment losses | ' | $0 | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 7 Months Ended | 24 Months Ended | 29 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2010 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 06, 2013 | Dec. 31, 2013 | Aug. 31, 2011 | Dec. 31, 2013 | Nov. 30, 2011 | Nov. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2011 | 31-May-09 | Dec. 31, 2013 | Dec. 31, 2012 | |
item | item | NIH | NIH | NIH | NIH | Michael J. Fox Foundation | U.S. Internal Revenue Service | Commonwealth of Pennsylvania | Commonwealth of Pennsylvania | Commonwealth of Pennsylvania | Merck | Merck | |||
Maximum | Maximum | Research collaboration agreement | Research collaboration agreement | ||||||||||||
Grant Revenue Recognition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of grant received | ' | ' | ' | ' | ' | $338,162 | $7,600,000 | $496,000 | $205,000 | $733,437 | ' | ' | ' | ' | ' |
Additional funds receivable from grants for research | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of grants received | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grant revenue | ' | 84,980 | 84,980 | 407,595 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of research programs | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of grant receivable upon achievement of specified headcount and expenditure milestones | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' |
Amount of revenue received upon achievement of headcount goal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' |
Amount of additional revenue expected upon achievement of headcount goal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Collaboration Revenue Recognition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collaboration revenue received for certain research activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 |
Additional collaboration revenue received for certain research activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50,000 | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) | Sep. 30, 2014 | Feb. 28, 2014 | Nov. 30, 2013 | Dec. 31, 2013 | Nov. 30, 2013 | Dec. 31, 2011 | Feb. 28, 2014 | Sep. 30, 2014 | Feb. 28, 2014 |
Subsequent event | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | ||
item | item | Series B preferred stock | Series B preferred stock | Series B preferred stock | Series B preferred stock | Common stock | Common stock | ||
Subsequent event | Maximum | Maximum | |||||||
Subsequent event | |||||||||
Fair value, warrant liability | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrant holders who exercised the right to purchase shares | ' | ' | 1 | ' | ' | ' | ' | ' | ' |
Number of shares called upon exercise of warrants (in shares) | ' | ' | ' | ' | 550,000 | 125,000 | 125,000 | 20,161 | 20,161 |
Number of warrants exercised | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' |
Outstanding warrants (in shares) | 30,258 | ' | ' | 1,225,000 | ' | ' | ' | ' | ' |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 4) (Recurring basis, USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quoted Prices in Active Markets for Identical Items (Level 1) | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Assets | $112,000 | $35,663,000 | $3,264,003 |
Quoted Prices in Active Markets for Identical Items (Level 1) | Money market mutual funds | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Assets | ' | 35,551,000 | 3,050,003 |
Quoted Prices in Active Markets for Identical Items (Level 1) | Restricted cash | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Assets | 112,000 | 112,000 | 214,000 |
Significant Unobservable Inputs (Level 3) | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Liabilities | 95,741 | 350,519 | 1,393,674 |
Significant Unobservable Inputs (Level 3) | Warrants to purchase stock | Redeemable preferred stock | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Liabilities | ' | 350,519 | 1,393,674 |
Total | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Assets | 112,000 | 35,663,000 | 3,264,003 |
Liabilities | 95,741 | 350,519 | 1,393,674 |
Total | Warrants to purchase stock | Redeemable preferred stock | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Liabilities | ' | 350,519 | 1,393,674 |
Total | Money market mutual funds | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Assets | ' | 35,551,000 | 3,050,003 |
Total | Restricted cash | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Assets | $112,000 | $112,000 | $214,000 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details 5) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Changes in the fair value of preferred warrant liability | ' | ' | ' | ' | ' | ' |
Changes in estimated fair value | $11,181 | ($941,356) | $109,522 | ($1,249,849) | $241,478 | $44,576 |
Transfers between levels within the fair value hierarchy | ' | ' | ' | ' | 0 | 0 |
Warrants | ' | ' | ' | ' | ' | ' |
Changes in the fair value of preferred warrant liability | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | 350,519 | ' | ' | ' |
Changes in estimated fair value | ' | ' | -109,522 | ' | ' | ' |
Balance at the end of the period | 95,741 | ' | 95,741 | ' | ' | ' |
Warrants | Redeemable convertible preferred stock | Level 3 measurement | ' | ' | ' | ' | ' | ' |
Changes in the fair value of preferred warrant liability | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | ' | 1,393,674 | 1,393,674 | 1,336,543 |
Amounts acquired or issued | ' | ' | ' | ' | -801,677 | 101,707 |
Changes in estimated fair value | ' | ' | ' | ' | -241,478 | -44,576 |
Balance at the end of the period | ' | ' | ' | ' | $350,519 | $1,393,674 |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Details 6) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
item | item | ||
Fair value assumptions | ' | ' | ' |
Fair value of underlying instrument (in dollar per share) | ' | $1 | ' |
Stock-Based Compensation | ' | ' | ' |
Number of stock-based compensation plans | ' | 1 | ' |
Segment Information | ' | ' | ' |
Number of operating segments | 1 | 1 | ' |
Basic and diluted net loss per common share calculation: | ' | ' | ' |
Difference between basic and diluted net loss per share of Common Stock | ' | $0 | $0 |
Level 3 measurement | Warrants | ' | ' | ' |
Fair value assumptions | ' | ' | ' |
Contractual life according to the remaining terms of the warrants | ' | '1 year 1 month 6 days | ' |
Dividend yield (as a percent) | ' | 0.00% | 0.00% |
Weighted average risk-free interest rate (as a percent) | ' | 0.62% | 1.92% |
Fair value of underlying instrument (in dollar per share) | ' | $1.13 | $1 |
Weighted average volatility (as a percent) | ' | 71.00% | 80.00% |
Net_Loss_Per_Common_Share_Deta
Net Loss Per Common Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Basic and diluted net loss per common share calculation: | ' | ' | ' | ' | ' | ' |
Net loss | ($15,534,872) | ($8,781,978) | ($36,403,967) | ($16,345,740) | ($23,251,435) | ($15,635,658) |
Accretion of redeemable convertible preferred stock | ' | -85,562 | -28,521 | -248,149 | -333,710 | -316,642 |
Net loss attributable to common stockholders | ($15,534,872) | ($8,867,540) | ($36,432,488) | ($16,593,889) | ($23,585,145) | ($15,952,300) |
Weighted average common shares outstanding | 26,366,300 | 793,268 | 23,036,366 | 746,587 | 793,806 | 673,191 |
Net loss per share of common stock-basic and diluted | ($0.59) | ($11.18) | ($1.58) | ($22.23) | ($29.71) | ($23.70) |
Outstanding securities excluded from computation of diluted weighted shares outstanding as they would have been anti dilutive: | ' | ' | ' | ' | ' | ' |
Outstanding securities excluded from computation of diluted weighted shares outstanding (in shares) | ' | ' | 3,582,382 | 18,712,240 | 18,703,728 | 11,501,347 |
Redeemable convertible preferred stock | ' | ' | ' | ' | ' | ' |
Outstanding securities excluded from computation of diluted weighted shares outstanding as they would have been anti dilutive: | ' | ' | ' | ' | ' | ' |
Outstanding securities excluded from computation of diluted weighted shares outstanding (in shares) | ' | ' | ' | 15,619,271 | 15,707,986 | 9,689,486 |
Options outstanding | ' | ' | ' | ' | ' | ' |
Outstanding securities excluded from computation of diluted weighted shares outstanding as they would have been anti dilutive: | ' | ' | ' | ' | ' | ' |
Outstanding securities excluded from computation of diluted weighted shares outstanding (in shares) | ' | ' | 3,552,124 | 2,804,264 | 2,795,746 | 1,523,156 |
Warrants | ' | ' | ' | ' | ' | ' |
Outstanding securities excluded from computation of diluted weighted shares outstanding as they would have been anti dilutive: | ' | ' | ' | ' | ' | ' |
Outstanding securities excluded from computation of diluted weighted shares outstanding (in shares) | ' | ' | 30,258 | 288,705 | 199,996 | 288,705 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property and Equipment | ' | ' | ' | ' |
Property and equipment, gross | ' | ' | $4,275,497 | $4,135,460 |
Less accumulated depreciation and amortization | ' | ' | -3,932,438 | -3,225,659 |
Property and equipment, net | 593,967 | ' | 343,059 | 909,801 |
Depreciation and amortization expense | 184,868 | 546,763 | 706,779 | 787,522 |
Laboratory equipment | ' | ' | ' | ' |
Property and Equipment | ' | ' | ' | ' |
Property and equipment, gross | ' | ' | 1,853,685 | 1,853,685 |
Computers and software | ' | ' | ' | ' |
Property and Equipment | ' | ' | ' | ' |
Property and equipment, gross | ' | ' | 509,109 | 416,606 |
Office equipment and furniture | ' | ' | ' | ' |
Property and Equipment | ' | ' | ' | ' |
Property and equipment, gross | ' | ' | 193,781 | 185,044 |
Leasehold improvements | ' | ' | ' | ' |
Property and Equipment | ' | ' | ' | ' |
Property and equipment, gross | ' | ' | $1,718,922 | $1,680,125 |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accrued Expenses and Other Current Liabilities | ' | ' | ' |
Compensation and benefits | ' | $859,444 | $745,820 |
Clinical trial fees | ' | 762,687 | 269,367 |
Other research and development expenses | ' | 507,845 | 164,777 |
Professional services | ' | 24,005 | 60,855 |
Other accrued expenses and other current liabilities | ' | 4,811 | 40,841 |
Total accrued expenses and other current liabilities | $3,595,717 | $2,158,792 | $1,281,660 |
Loans_Payable_Details
Loans Payable (Details) (USD $) | 9 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||
Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 19, 2014 | Nov. 30, 2013 | Dec. 31, 2011 | Sep. 30, 2014 | Nov. 30, 2011 | Sep. 30, 2008 | Sep. 30, 2008 | Sep. 30, 2008 | Sep. 30, 2008 | Nov. 30, 2009 | Dec. 31, 2012 | Nov. 30, 2009 | 3-May-13 | Nov. 01, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | |
Warrants to purchase stock | Warrants to purchase stock | Warrants to purchase stock | Maximum | Bank Facility | Bank Facility | Bank Facility | Bank Facility | Bank Facility | PA Facility | PA Facility | PA Facility | Comerica Facility | Comerica Facility | Comerica Facility | Comerica Facility | Comerica Facility | Comerica Facility | Comerica Facility | Comerica Facility | ||||
Series B preferred stock | Series B preferred stock | Warrants to purchase stock | Warrants to purchase stock | Warrants to purchase stock | Maximum | Maximum | item | Warrants to purchase stock | Prime rate | Maximum | |||||||||||||
Common stock | Common stock | Series B preferred stock | |||||||||||||||||||||
Loans Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | ' | ' | $815,278 | ' | ' | ' | ' | ' | ' | ' | $5,300,000 |
Percentage of amount borrowed which was paid as a final payment along with outstanding balance of loan | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,970 | ' | ' | ' | 64,292 | 150,751 | ' | ' | ' | ' |
Financing costs | ' | ' | ' | ' | ' | ' | ' | ' | 13,768 | ' | ' | ' | 13,745 | ' | ' | ' | ' | ' | 62,034 | ' | ' | ' | ' |
Amortization expense of deferred financing costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,137 | ' | ' | ' | 42,047 | 18,464 | ' | ' | ' | ' |
Warrant exercise period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' |
Number of shares that can be purchased | ' | ' | ' | ' | 550,000 | 125,000 | 20,161 | ' | ' | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | ' | ' |
Exercise price of warrants (in dollars per share) | ' | ' | ' | $5.86 | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' |
Variable rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'prime rate | ' |
Spread on variable rate basis (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' |
Number of equal monthly installments plus interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30 | ' | ' | ' | ' | ' | ' |
Amount borrowings outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,946,667 | ' | ' | ' | ' |
Repayments of outstanding amount of loan, including unpaid interest and fees | 4,946,667 | 4,946,667 | 797,863 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,073,485 | ' | ' | ' | ' | ' | ' | ' |
Debt discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101,707 | ' | ' | ' |
Amortization of debt discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $78,460 | $23,247 | ' | ' | ' | ' |
Redeemable_Convertible_Preferr2
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2012 | Mar. 06, 2014 | Dec. 31, 2013 | Nov. 30, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2014 | Jul. 08, 2010 | Dec. 31, 2013 | Nov. 16, 2009 | Jun. 30, 2009 | Jan. 31, 2008 | Jan. 07, 2008 | Sep. 30, 2008 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 04, 2008 | Jul. 08, 2010 | Nov. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 15, 2011 | Jul. 08, 2011 | Jan. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2012 | Dec. 15, 2011 | Jul. 08, 2011 | Jul. 08, 2010 | 3-May-13 | Sep. 30, 2014 | Dec. 31, 2013 | 31-May-13 | Dec. 31, 2012 | Dec. 15, 2011 | Jul. 08, 2011 | 31-May-10 | Aug. 31, 2009 | Mar. 31, 2008 | Dec. 31, 2013 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Subsequent event | Initial public offering | Common Stock | Common Stock | Common Stock | Series B-1 warrants | Series B-1 warrants | Series B-1 warrants | Redeemable convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series C convertible preferred stock | Series C convertible preferred stock | Series C convertible preferred stock | Series C convertible preferred stock | Series C convertible preferred stock | Series B and B 1 convertible preferred stock | Series B and B 1 convertible preferred stock | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | ||||||
item | item | item | Subsequent event | item | item | item | 2008 Plan | Minimum | Maximum | ||||||||||||||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock and stockholder's equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 25,074,999 | 25,074,999 | 25,000,000 | 35,000,000 | ' | 0 | 35,500,000 | 35,500,000 | ' | ' | ' | 6,000,000 | 0 | 6,000,000 | ' | ' | 4,300,000 | ' | 0 | 37,000,000 | 37,000,000 | 37,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 11,034,375 | 4,514,062 | 501,562 | 8,025,000 | 0 | 25,074,999 | 25,074,999 | ' | 17,500,000 | ' | 0 | 30,800,000 | 30,800,000 | 7,600,000 | 5,700,000 | ' | 4,750,000 | 0 | 4,200,000 | 2,400,000 | 1,800,000 | ' | 36,764,704 | 0 | 36,764,704 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Par value (in dollars per share) | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | $1 | $1 | $1 | $1 | ' | ' | ' | ' | $1 | ' | ' | ' | ' | $1 | $1 | ' | ' | ' | ' | $1 | $1 | ' | $1.63 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' |
Proceeds from Issuance of Redeemable Convertible Preferred Stock | ' | ' | $59,918,917 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | $11,034,375 | $4,514,062 | $501,562 | $8,025,000 | ' | ' | ' | ' | $17,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $59,999,997 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Offering costs | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,398 | 561 | 200,137 | ' | 2,154 | ' | ' | ' | ' | 38,568 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 81,080 | ' | ' | ' | ' | 4,989 | 8,229 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock that may be purchased by warrant | ' | ' | ' | ' | ' | ' | ' | ' | 20,161 | ' | ' | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | ' | ' | ' | ' | 1,650,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value of the preferred stock warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,347,428 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrant holders exercising the right | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued on exercise of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 550,000 | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding warrants (in shares) | ' | 30,258 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,225,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redeemable convertible preferred stock, conversion ratio | 0.1613 | ' | 0.1613 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum initial public offering price required to automatically convert preferred stock into common stock (in dollars per share) | ' | ' | ' | ' | ' | ' | $4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum net proceed from initial public offering required to automatically convert preferred stock into common stock | ' | ' | ' | ' | ' | ' | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum percentage of stockholders whose affirmative vote or written consent is required to automatically convert preferred stock into common stock | ' | ' | ' | ' | ' | ' | 60.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual rate of noncumulative dividends on preferred stock (as a percent) | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend declared (in dollars per share) | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of board of directors that stockholders are entitled to elect | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liquidation preference (in dollars per share) | ' | ' | $1.63 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum percentage of stockholders required to redeem stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of annual installments to redeem stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | 100,000,000 | 132,000,000 | 132,000,000 | 85,000,000 | ' | ' | ' | 132,000,000 | 85,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted Stock Agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issue of restricted stock to initial shareholders (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 373,548 | ' | ' | ' | ' | ' |
Share price (in dollars per share) | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | $1 | $1 | $1 | $1 | ' | ' | ' | ' | $1 | ' | ' | ' | ' | $1 | $1 | ' | ' | ' | ' | $1 | $1 | ' | $1.63 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | '2 years | '4 years |
Stock sold (in shares) | ' | ' | ' | ' | ' | ' | ' | 16,129 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 81,290 | 256,451 | ' | ' | ' | 140,322 | ' | ' |
Number of individuals | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 1 | 4 | ' | ' | ' | ' | ' | ' |
Proceeds from the sale of restricted common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100 | 9,420 | ' | ' | ' |
Payment of recorded expense | ' | 4,600,000 | ' | ' | ' | 4,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900 | 6,480 | ' | ' | ' |
Stock repurchased (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,169 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,312 | ' | ' | ' | ' | ' | ' | ' | ' |
Unvested shares subject to repurchase rights | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redeemable_Convertible_Preferr3
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
2008 and 2013 Equity Incentive Plans | ' | ' | ' | ' | ' | ' |
Number of shares authorized to grant | 1,711,290 | ' | 1,711,290 | ' | ' | ' |
Stock-based compensation | $694,366 | $325,329 | $1,889,932 | $499,742 | $927,996 | $176,308 |
Research and development | ' | ' | ' | ' | ' | ' |
2008 and 2013 Equity Incentive Plans | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 304,885 | 235,366 | 921,069 | 355,030 | 609,483 | 124,879 |
General and administrative | ' | ' | ' | ' | ' | ' |
2008 and 2013 Equity Incentive Plans | ' | ' | ' | ' | ' | ' |
Stock-based compensation | $389,481 | $89,963 | $968,863 | $144,712 | $318,513 | $51,429 |
Stock options | ' | ' | ' | ' | ' | ' |
2008 and 2013 Equity Incentive Plans | ' | ' | ' | ' | ' | ' |
Number of shares authorized to grant | ' | ' | ' | ' | 1,459,514 | ' |
2008 Plan | ' | ' | ' | ' | ' | ' |
2008 and 2013 Equity Incentive Plans | ' | ' | ' | ' | ' | ' |
Number of shares authorized to grant | 3,310,990 | ' | 3,310,990 | ' | 3,310,990 | ' |
2008 Plan | Stock options | Maximum | ' | ' | ' | ' | ' | ' |
2008 and 2013 Equity Incentive Plans | ' | ' | ' | ' | ' | ' |
Term of award | ' | ' | '10 years | ' | '10 years | ' |
Vesting period | ' | ' | '4 years | ' | '4 years | ' |
Redeemable_Convertible_Preferr4
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details 3) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Shares Available for Grant | ' | ' | ' | ' |
Balance at the beginning of the period (in shares) | 83,465 | ' | ' | ' |
Authorized (in shares) | 1,711,290 | ' | ' | ' |
Granted (in shares) | -1,044,301 | ' | ' | ' |
Forfeitures (in shares) | 117,781 | ' | ' | ' |
Balance at the end of the period (in shares) | 868,235 | ' | ' | ' |
Number of Shares | ' | ' | ' | ' |
Balance at the beginning of the period (in shares) | 2,795,746 | ' | ' | ' |
Balance at the end of the period (in shares) | 3,552,124 | ' | ' | ' |
Stock options | ' | ' | ' | ' |
Shares Available for Grant | ' | ' | ' | ' |
Balance at the beginning of the period (in shares) | 83,465 | 171,803 | 159,523 | ' |
Authorized (in shares) | ' | 1,459,514 | ' | ' |
Granted (in shares) | ' | -1,730,156 | -221,770 | ' |
Forfeitures (in shares) | ' | 182,304 | 234,050 | ' |
Balance at the end of the period (in shares) | ' | 83,465 | 171,803 | 159,523 |
Number of Shares | ' | ' | ' | ' |
Balance at the beginning of the period (in shares) | 2,795,746 | 1,523,156 | 1,563,895 | ' |
Granted (in shares) | 1,044,301 | 1,730,156 | 221,770 | ' |
Exercised (in shares) | -170,142 | -275,262 | -28,459 | ' |
Forfeitures (in shares) | -117,781 | -182,304 | -234,050 | ' |
Balance at the end of the period (in shares) | 3,552,124 | 2,795,746 | 1,523,156 | 1,563,895 |
Vested or expected to vest at the end of the period (in shares) | 3,501,979 | 2,795,746 | ' | ' |
Exercisable at the end of the period (in shares) | 1,458,087 | 996,263 | ' | ' |
Weighted-Average Exercise Price | ' | ' | ' | ' |
Balance at the beginning of the period (in dollars per share) | $2.52 | $0.56 | $0.56 | ' |
Granted (in dollars per share) | $6.83 | $3.73 | $0.68 | ' |
Exercised (in dollars per share) | $0.59 | $0.30 | $0.12 | ' |
Forfeitures (in dollars per share) | $7.40 | $0.95 | $0.68 | ' |
Balance at the end of the period (in dollars per share) | $3.72 | $2.52 | $0.56 | $0.56 |
Vested or expected to vest at the end of the period (in dollars per share) | $3.68 | $2.52 | ' | ' |
Exercisable at the end of the period (in dollars per share) | $1.98 | $0.90 | ' | ' |
Weighted Average Remaining Contractual Term | ' | ' | ' | ' |
Options Outstanding at the end of the period | '8 years 3 months 11 days | '8 years 5 months 12 days | '7 years 10 months 20 days | '8 years 6 months 18 days |
Vested or expected to vest at the end of the period | ' | '8 years 5 months 12 days | ' | ' |
Exercisable at the end of the period | ' | '7 years 1 month 2 days | ' | ' |
Redeemable_Convertible_Preferr5
Redeemable Convertible Preferred Stock and Stockholders' Equity (Details 4) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 16, 2009 | Jun. 30, 2009 | Sep. 30, 2008 | Jan. 31, 2008 | Jan. 07, 2008 | Dec. 31, 2013 | Dec. 15, 2011 | Jul. 08, 2011 | Jul. 08, 2010 | Dec. 31, 2013 | Dec. 15, 2011 | Jul. 08, 2011 | Dec. 31, 2013 | 3-May-13 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, except Share data, unless otherwise specified | Estimated | Estimated | Estimated | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series C convertible preferred stock | Series C convertible preferred stock | Preferred and Common Stock | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | ||
Weighted-average | Weighted-average | Weighted-average | Weighted-average | |||||||||||||||||||||||||||
2008 and 2013 Equity Incentive Plans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value of options exercisable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.70 | ' | $6.10 | ' | ' | ' | ' | ' | ' |
Per share price of Company's closing stock price (in dollars per share) | ' | $1 | ' | ' | ' | ' | $1 | $1 | $1 | $1 | $1 | ' | $1 | $1 | $1 | ' | $1 | $1 | ' | $1.63 | ' | $6.42 | ' | $7 | ' | ' | ' | ' | ' | ' |
Weighted average exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.98 | ' | $0.90 | ' | ' | ' | ' | ' | ' |
Unvested options (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,799,483 | ' | ' | ' | ' | ' | ' |
Intrinsic value of unvested options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.4 | ' | ' | ' | ' | ' | ' |
Intrinsic Value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7 | ' | ' | ' | ' | ' | ' |
Weighted average exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.45 | ' | ' | ' | ' | ' | ' |
Per-share weighted-average grant date fair value of options granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.50 | $2.40 | $2.52 | $0.56 | ' | ' | ' | ' | ' |
Weighted-average assumptions: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.82% | 1.94% | 1.52% | 1.92% |
Expected term of options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years 10 months 13 days | '6 years 1 month 6 days | '6 years 1 month 6 days | '6 years 1 month 6 days |
Expected volatility (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.90% | 80.00% | 80.50% | 80.00% |
Dividend yield (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | 0.00% | 0.00% | 0.00% |
Estimated annual forfeiture rate (as a percent) | ' | ' | 7.00% | 5.00% | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.70 | ' | $4.10 | ' | ' | ' | ' | ' | ' |
Weighted average remaining period for recognition of unrecognized compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years 1 month 2 days | ' | '2 years 7 days | ' | ' | ' | ' | ' | ' |
Shares of common stock reserved for issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock options outstanding (in shares) | 3,552,124 | 2,795,746 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,552,124 | ' | 2,795,746 | 1,523,156 | 1,563,895 | ' | ' | ' | ' |
Common stock options and restricted stock available for future grant (2013 Plan) (in shares) | 868,235 | 83,465 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 83,465 | 171,803 | 159,523 | ' | ' | ' | ' |
Preferred stock (in shares) | ' | ' | ' | ' | ' | 4,044,340 | ' | ' | ' | ' | ' | 4,967,732 | ' | ' | ' | 766,129 | ' | ' | 5,929,785 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock warrants outstanding | 30,258 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,225,000 | ' | ' | ' | ' | ' | ' | ' | ' | 199,996 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total shares of common stock reserved for issuance | 4,450,617 | 18,787,193 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 |
Series C convertible preferred stock | Actavis plc (formerly Forest Laboratories Holdings Limited) | Actavis plc (formerly Forest Laboratories Holdings Limited) | Option agreement and a license agreement | Option agreement and a license agreement | Option agreement and a license agreement | Option agreement and a license agreement | Option agreement and a license agreement | Option agreement and a license agreement | Option agreement and a license agreement | Option agreement and a license agreement | ||||
Series C convertible preferred stock | Series C convertible preferred stock | Minimum | Minimum | Maximum | Maximum | Actavis plc (formerly Forest Laboratories Holdings Limited) | Actavis plc (formerly Forest Laboratories Holdings Limited) | Actavis plc (formerly Forest Laboratories Holdings Limited) | Actavis plc (formerly Forest Laboratories Holdings Limited) | |||||
Series C convertible preferred stock | Series C convertible preferred stock | |||||||||||||
Licenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration received upon the grant of the option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0 | ' | ' |
Aggregate potential consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 365,000,000 | 430,000,000 | ' | ' |
Option exercise fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65,000,000 | 65,000,000 | ' | ' |
Tiered royalties that could be received, as a percentage of net sales of licensed products | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | 20.00% | 20.00% | ' | ' | ' | ' |
Term of royalty on sales from the first commercial sale of product | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '10 years | ' | ' |
Value of temporary equity purchased by licensee | 120,562,138 | 58,957,834 | 58,641,192 | 59,935,986 | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Value of temporary equity allocated to the option agreement | ' | ' | ' | ' | $30,000,000 | ' | ' | ' | ' | ' | ' | ' | $0 | $0 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments and Contingencies | ' | ' |
Rent expense | $459,288 | $438,173 |
Future minimum payments under operating leases | ' | ' |
2014 | 226,313 | ' |
2015 | 232,688 | ' |
2016 | 239,064 | ' |
2017 | 356,622 | ' |
Total minimum lease payments | 1,054,687 | ' |
Office and laboratory space | ' | ' |
Commitments and Contingencies | ' | ' |
Termination payment if the Company opts to terminate the lease | 131,902 | ' |
Future minimum payments under operating leases | ' | ' |
Deferred rent | $347,033 | ' |
Vivarium space | ' | ' |
Commitments and Contingencies | ' | ' |
Notice period | '90 days | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes | ' | ' | ' | ' | ' | ' |
Net loss before income taxes | $15,534,872 | $8,781,978 | $36,403,967 | $16,345,740 | $23,251,435 | $15,635,658 |
Deferred tax assets: | ' | ' | ' | ' | ' | ' |
Net operating losses | ' | ' | ' | ' | 5,159,176 | 3,116,214 |
Research and development credits | ' | ' | ' | ' | 2,801,924 | 1,653,174 |
Research and development expenses capitalized for tax purposes | ' | ' | ' | ' | 26,936,217 | 20,042,703 |
Deferred rent | ' | ' | ' | ' | 140,873 | 40,350 |
Depreciation | ' | ' | ' | ' | 652,104 | 487,224 |
Other temporary differences | ' | ' | ' | ' | 628,296 | 497,268 |
Total deferred tax assets | ' | ' | ' | ' | 36,318,590 | 25,836,933 |
Deferred tax liabilities: | ' | ' | ' | ' | ' | ' |
Prepaid expenses | ' | ' | ' | ' | -80,311 | -44,561 |
Total deferred tax liabilities | ' | ' | ' | ' | -80,311 | -44,561 |
Net deferred tax assets | ' | ' | ' | ' | 36,238,279 | 25,792,372 |
Less valuation allowance | ' | ' | ' | ' | -36,238,279 | -25,792,372 |
Increase in valuation allowance | ' | ' | ' | ' | $10,445,907 | $6,432,425 |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Percent of pre-tax income: | ' | ' |
U.S. federal statutory income tax rate (as a percent) | 34.00% | 34.00% |
Permanent Differences (as a percent) | -0.50% | 0.00% |
State taxes, net of federal benefit (as a percent) | 6.50% | 6.60% |
Research and development credit (as a percent) | 1.90% | 0.00% |
Change in valuation allowance (as a percent) | -41.90% | -40.60% |
Effective income tax rate (as a percent) | 0.00% | 0.00% |
Operating loss carryforwards | ' | ' |
Interest and penalties related to uncertain tax positions | $0 | $0 |
Research and development credit retroactively reinstated | 586,000 | ' |
Research and development | ' | ' |
Operating loss carryforwards | ' | ' |
Uncertain tax positions | 0 | ' |
U.S. federal | ' | ' |
Operating loss carryforwards | ' | ' |
Net operating loss carryforwards | 12,707,112 | 7,674,369 |
U.S. federal | Research and development | ' | ' |
Operating loss carryforwards | ' | ' |
Tax credit carryforwards | 2,524,082 | 1,499,073 |
U.S. state | ' | ' |
Operating loss carryforwards | ' | ' |
Net operating loss carryforwards | 12,721,173 | 7,688,430 |
U.S. state | Research and development | ' | ' |
Operating loss carryforwards | ' | ' |
Tax credit carryforwards | $420,974 | $233,487 |
RelatedParty_Transactions_Deta
Related-Party Transactions (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Related-party transactions | ' | ' |
Number of founding scientists | 2 | ' |
Founding scientists and shareholders | Consulting Agreements | ' | ' |
Related-party transactions | ' | ' |
Expenses paid for transactions with related parties | $65,750 | $90,000 |
Notice period for termination of the agreement | '30 days | ' |
Employee_Benefit_Plan_Details
Employee Benefit Plan (Details) (USD $) | 12 Months Ended | 74 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Defined contribution plan | ' | ' | ' |
Employer matching contribution for employee's contributions of the first 3% of eligible compensation (as a percent) | 100.00% | ' | ' |
Percentage of eligible compensation, matched 100% by employer | 3.00% | ' | ' |
Employer matching contribution for employee's contributions of the next 2% of eligible compensation (as a percent) | 50.00% | ' | ' |
Percentage of eligible compensation, matched 50% by employer | 2.00% | ' | ' |
Company's matching contributions to the plan | $175,943 | $213,866 | $769,271 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 9 Months Ended | 0 Months Ended | 0 Months Ended | |||||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 | Nov. 30, 2013 | Dec. 31, 2011 | Sep. 30, 2014 | Feb. 05, 2014 | Mar. 06, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 05, 2014 | Mar. 06, 2014 |
Warrants | Warrants | Warrants | Initial public offering | Over allotment option exercised by underwriters | Subsequent event | Subsequent event | Subsequent event | Subsequent event | ||
Series B preferred stock | Series B preferred stock | Common stock | Warrants | Warrants | Initial public offering | Over allotment option exercised by underwriters | ||||
Maximum | Series B preferred stock | Common stock | ||||||||
Maximum | ||||||||||
Subsequent events | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock sold | ' | ' | ' | ' | 9,250,000 | 270,449 | ' | ' | 9,250,000 | 270,449 |
Initial public offering price (in dollars per share) | ' | ' | ' | ' | $7 | $7 | ' | ' | $7 | $7 |
Aggregate gross proceeds from shares sold | ' | ' | ' | ' | $64.80 | $1.90 | ' | ' | $64.80 | $1.90 |
Shares of common stock issued upon conversion of outstanding convertible preferred stock and net exercise of a portion of warrants | 15,728,286 | ' | ' | ' | ' | ' | ' | ' | 15,649,686 | ' |
Number of shares called upon exercise of warrants (in shares) | ' | 550,000 | 125,000 | 20,161 | ' | ' | 125,000 | 20,161 | ' | ' |
Balance_Sheets1
Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash and cash equivalents | $72,224,557 | $37,965,198 |
Prepaid expenses and other current assets | 924,338 | 3,957,044 |
Total current assets | 73,148,895 | 41,922,242 |
Property and equipment, net | 593,967 | 343,059 |
Restricted cash | 112,000 | 112,000 |
Other assets | 101,501 | 15,625 |
Total assets | 73,956,363 | 42,392,926 |
Current liabilities: | ' | ' |
Accounts payable | 3,890,901 | 545,053 |
Accrued expenses and other current liabilities | 3,595,717 | 2,158,792 |
Deferred rent | 36,615 | 33,114 |
Total current liabilities | 7,523,233 | 2,736,959 |
Long term debt, net of debt discount | 1,774,012 | ' |
Capital lease, net of current portion | 11,333 | ' |
Deferred rent, net of current portion | 292,253 | 313,919 |
Warrant liability | 95,741 | 350,519 |
Total liabilities | 9,696,572 | 3,401,397 |
Commitments and contingencies (Note 6) | ' | ' |
Redeemable convertible preferred stock: | ' | ' |
Total redeemable convertible preferred stock | ' | 120,562,138 |
Stockholders' (deficit) equity: | ' | ' |
Preferred stock, $0.001 par value, 5,000,000 and 0 shares authorized, 0 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | ' | ' |
Common stock, $0.001 par value; 100,000,000 and 132,000,000 shares authorized, 26,376,626 and 957,756 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | 26,377 | 958 |
Additional paid in capital | 182,906,231 | 697,283 |
Accumulated deficit | -118,672,817 | -82,268,850 |
Total stockholders' (deficit) equity | 64,259,791 | -81,570,609 |
Total liabilities, redeemable convertible preferred stock and stockholders' (deficit) equity | 73,956,363 | 42,392,926 |
Series A convertible preferred stock | ' | ' |
Redeemable convertible preferred stock: | ' | ' |
Total redeemable convertible preferred stock | ' | 25,024,373 |
Series B convertible preferred stock | ' | ' |
Redeemable convertible preferred stock: | ' | ' |
Total redeemable convertible preferred stock | ' | 30,778,700 |
Series B-1 convertible preferred stock | ' | ' |
Redeemable convertible preferred stock: | ' | ' |
Total redeemable convertible preferred stock | ' | 4,823,079 |
Series C convertible preferred stock | ' | ' |
Redeemable convertible preferred stock: | ' | ' |
Total redeemable convertible preferred stock | ' | $59,935,986 |
Balance_Sheets_Parenthetical1
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Redeemable convertible preferred stock, shares outstanding | ' | 97,389,703 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 132,000,000 |
Common stock, shares issued | 26,376,626 | 957,756 |
Common stock, shares outstanding | 26,376,626 | 957,756 |
Preferred Stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred Stock, shares authorized | 5,000,000 | 0 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Statements_of_Operations_and_C1
Statements of Operations and Comprehensive Loss (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue: | ' | ' | ' | ' | ' | ' | ' |
Grant revenue | ' | ' | ' | ' | $84,980 | $84,980 | $407,595 |
Collaboration revenue | ' | ' | ' | ' | 50,000 | 50,000 | 400,000 |
Total revenue | ' | ' | ' | ' | 134,980 | 134,980 | 807,595 |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' |
General and administrative | ' | 2,536,807 | 1,210,875 | 7,033,492 | 2,843,587 | 4,718,047 | 3,122,718 |
Research and development | ' | 13,006,568 | 6,629,932 | 29,671,114 | 12,239,679 | 18,762,219 | 13,294,917 |
Total operating expenses | ' | 15,543,375 | 7,840,807 | 36,704,606 | 15,083,266 | 23,480,266 | 16,417,635 |
Loss from operations | ' | -15,543,375 | -7,840,807 | -36,704,606 | -14,948,286 | -23,345,286 | -15,610,040 |
Other income (expense): | ' | ' | ' | ' | ' | ' | ' |
Change in fair value of warrant liability | ' | 11,181 | -941,356 | 109,522 | -1,249,849 | 241,478 | 44,576 |
Miscellaneous income | ' | ' | 1,093 | 184,015 | 1,245 | 1,245 | 122,792 |
Interest income | ' | 1,809 | ' | 11,589 | ' | 884 | 754 |
Interest expense | -4,333 | -4,487 | -908 | -4,487 | -148,850 | -149,756 | -193,740 |
Total other income (expense) | ' | 8,503 | -941,171 | 300,639 | -1,397,454 | 93,851 | -25,618 |
Net loss and comprehensive loss | ' | -15,534,872 | -8,781,978 | -36,403,967 | -16,345,740 | -23,251,435 | -15,635,658 |
Accretion of redeemable convertible preferred stock | ' | ' | -85,562 | -28,521 | -248,149 | -333,710 | -316,642 |
Net loss attributable to common stockholders | ' | ($15,534,872) | ($8,867,540) | ($36,432,488) | ($16,593,889) | ($23,585,145) | ($15,952,300) |
Per share information: | ' | ' | ' | ' | ' | ' | ' |
Net loss per share of common stock, basic and diluted (in dollars per share) | ' | ($0.59) | ($11.18) | ($1.58) | ($22.23) | ($29.71) | ($23.70) |
Weighted average shares outstanding, basic and diluted (in shares) | ' | 26,366,300 | 793,268 | 23,036,366 | 746,587 | 793,806 | 673,191 |
Statements_of_Redeemable_Conve2
Statements of Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series C convertible preferred stock | Series C convertible preferred stock | Series C convertible preferred stock |
Common Stock | Additional Paid-in Capital | Common Stock | Additional Paid-in Capital | Common Stock | Additional Paid-in Capital | Common Stock | Additional Paid-in Capital | |||||||||
Balance at Dec. 31, 2011 | ($43,224,095) | $654 | $157,008 | ($43,381,757) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2011 | 58,641,192 | ' | ' | ' | 24,983,873 | ' | ' | 30,761,688 | ' | ' | 2,895,631 | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2011 | ' | 654,035 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2011 | ' | ' | ' | ' | 25,074,999 | ' | ' | 30,800,000 | ' | ' | 4,200,000 | ' | ' | ' | ' | ' |
Increase (Decrease) in Temporary Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion of Series A, Series B/B-1 and Series C convertible preferred stock to its redemption value | 316,642 | ' | ' | ' | 20,250 | ' | ' | 8,506 | ' | ' | 287,886 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options | 2,910 | 28 | 2,882 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options (in shares) | ' | 28,459 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion of Series A, Series B/B-1 and Series C convertible preferred stock to its redemption value | -316,642 | ' | -316,642 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -15,635,658 | ' | ' | -15,635,658 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2012 | -58,997,015 | 682 | 19,718 | -59,017,415 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2012 | 58,957,834 | ' | ' | ' | 25,004,123 | ' | ' | 30,770,194 | ' | ' | 3,183,517 | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2012 | 682,494 | 682,494 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2012 | ' | ' | ' | ' | 25,074,999 | ' | ' | 30,800,000 | ' | ' | 4,200,000 | ' | ' | 0 | ' | ' |
Increase (Decrease) in Temporary Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion of Series A, Series B/B-1 and Series C convertible preferred stock to its redemption value | 333,710 | ' | ' | ' | 20,250 | ' | ' | 8,506 | ' | ' | 287,885 | ' | ' | 17,069 | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options | 83,555 | 276 | 83,279 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options (in shares) | ' | 275,262 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion of Series A, Series B/B-1 and Series C convertible preferred stock to its redemption value | -333,710 | ' | -333,710 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of convertible preferred stock to common stock upon initial public offering (in shares) | 15,708,013 | ' | ' | ' | 4,044,354 | ' | ' | 4,967,741 | ' | ' | 766,129 | ' | ' | 5,929,789 | ' | ' |
Net loss | -23,251,435 | ' | ' | -23,251,435 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | -81,570,609 | 958 | 697,283 | -82,268,850 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | 120,562,138 | ' | ' | ' | 25,024,373 | ' | ' | 30,778,700 | ' | ' | 4,823,079 | ' | ' | 59,935,986 | ' | ' |
Balance (in shares) at Dec. 31, 2013 | 957,756 | 957,756 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2013 | 97,389,703 | ' | ' | ' | 25,074,999 | ' | ' | 30,800,000 | ' | ' | 4,750,000 | ' | ' | 36,764,704 | ' | ' |
Increase (Decrease) in Temporary Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion of Series A, Series B/B-1 and Series C convertible preferred stock to its redemption value | 28,521 | ' | ' | ' | 1,688 | ' | ' | 709 | ' | ' | 23,990 | ' | ' | 2,134 | ' | ' |
Conversion of Series A convertible preferred stock to common stock upon initial public offering | -25,026,061 | ' | ' | ' | -25,026,061 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Series A convertible preferred stock to common stock upon initial public offering (in shares) | ' | ' | ' | ' | -25,074,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Series B convertible preferred stock to common stock upon initial public offering | -30,779,409 | ' | ' | ' | ' | ' | ' | -30,779,409 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Series B convertible preferred stock to common stock upon initial public offering (in shares) | ' | ' | ' | ' | ' | ' | ' | -30,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Series B-1 convertible preferred stock to common stock upon initial public offering | -4,847,069 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -4,847,069 | ' | ' | ' | ' | ' |
Conversion of Series B-1 convertible preferred stock to common stock upon initial public offering (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -4,750,000 | ' | ' | ' | ' | ' |
Conversion of Series C convertible preferred stock to common stock upon initial public offering | -59,938,120 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -59,938,120 | ' | ' |
Conversion of Series C convertible preferred stock to common stock upon initial public offering (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -36,764,704 | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock based compensation expense | 1,889,931 | ' | 1,889,931 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options | 101,058 | 170 | 100,888 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options (in shares) | ' | 170,135 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion of Series A, Series B/B-1 and Series C convertible preferred stock to its redemption value | -28,521 | ' | -28,521 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of convertible preferred stock to common stock upon initial public offering | ' | ' | ' | ' | 25,026,061 | 4,044 | 25,022,017 | 30,779,409 | 4,968 | 30,774,441 | 4,847,069 | 766 | 4,846,303 | 59,938,120 | 5,930 | 59,932,190 |
Conversion of convertible preferred stock to common stock upon initial public offering (in shares) | ' | ' | ' | ' | ' | 4,044,354 | ' | ' | 4,967,741 | ' | ' | 766,129 | ' | ' | 5,929,789 | ' |
Net conversion of preferred stock warrants common stock upon initial public offering | ' | 20 | -20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net conversion of preferred stock warrants common stock upon initial public offering (in shares) | ' | 20,273 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification of convertible preferred stock warrant liability | 145,256 | ' | 145,256 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock warrants | 1,000 | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock, net of issuance costs | 59,534,984 | 9,521 | 59,525,463 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock, net of issuance costs (in shares) | ' | 9,520,449 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -36,403,967 | ' | ' | -36,403,967 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at Sep. 30, 2014 | $64,259,791 | $26,377 | $182,906,231 | ($118,672,817) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Sep. 30, 2014 | 26,376,626 | 26,376,626 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Sep. 30, 2014 | ' | ' | ' | ' | 0 | ' | ' | 0 | ' | ' | 0 | ' | ' | 0 | ' | ' |
Statements_of_Cash_Flows1
Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Operating activities: | ' | ' |
Net loss | ($36,403,967) | ($16,345,740) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 184,868 | 546,763 |
Stock-based compensation | 1,889,932 | 499,742 |
Noncash interest expense on loans | ' | 121,160 |
Revaluation of warrant liability | -109,522 | 1,249,849 |
Changes in operating assets and liabilities: | ' | ' |
Restricted cash | ' | 102,000 |
Receivables | ' | -178,411 |
Prepaid expenses and other assets | 2,946,831 | -1,550,639 |
Accounts payable, accrued expenses and other liabilities | 4,762,085 | 1,868,032 |
Net cash used in operating activities | -26,729,773 | -13,687,244 |
Investing activities: | ' | ' |
Purchase of property and equipment | -421,517 | -78,232 |
Net cash used in investing activities | -421,517 | -78,232 |
Financing activities: | ' | ' |
Proceeds from issuance of redeemable convertible preferred stock and warrants, net | ' | 59,918,917 |
Proceeds from exercise of common stock options | 101,058 | 38,523 |
Proceeds from issuance of common stock, net | 59,534,984 | ' |
Net proceeds from debt issuance | 1,775,012 | ' |
Repayment of loans payable | ' | -4,946,667 |
Capital lease payments | -405 | ' |
Net cash provided by financing activities | 61,410,649 | 55,010,773 |
Net increase (decrease) in cash and cash equivalents | 34,259,359 | 41,245,297 |
Cash and cash equivalents, beginning of period | 37,965,198 | 6,738,659 |
Cash and cash equivalents-end of period | $72,224,557 | $47,983,956 |
Organization_and_Description_o2
Organization and Description of the Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Organization and Description of the Business | ' | ' |
Organization and Description of the Business | ' | ' |
1. Organization and Description of the Business | 1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS | |
Trevena, Inc. (the Company) was incorporated in Delaware as Parallax Therapeutics, Inc. on November 9, 2007, began operations in December 2007, and changed its name to Trevena, Inc. on January 3, 2008. The Company is a clinical stage biopharmaceutical company that discovers, develops and intends to commercialize therapeutics that use a novel approach to target G protein coupled receptors, or GPCRs. The Company operates in one segment and has its principal office in King of Prussia, Pennsylvania. | Trevena, Inc. (the Company) was incorporated in Delaware as Parallax Therapeutics, Inc. on November 9, 2007. The Company began operations in December 2007, and its name was changed to Trevena, Inc. on January 3, 2008. The Company is a drug discovery company focused on discovering and developing pharmaceutical products targeting G protein coupled receptors. The Company operates in one segment and has its principal office in King of Prussia, Pennsylvania. The Company's revenue is derived from research grants and a research collaboration with a pharmaceutical company. | |
At September 30, 2014, the Company had an accumulated deficit of $118.7 million and its net loss was $36.4 million and $16.3 million for the nine months ended September 30, 2014 and 2013, respectively. The Company expects its cash and cash equivalents of $72.2 million as of September 30, 2014, to be sufficient to fund its operating expenses and capital expenditure requirements through the end of 2015. | Initial Public Offering | |
Reverse Stock Split | On February 5, 2014, 9,250,000 shares of common stock were sold on the Company's behalf at an initial public offering price of $7.00 per share, for aggregate gross proceeds of $64.8 million. On March 6, 2014, in connection with the partial exercise by the underwriters of the Company's initial public offering of the over-allotment option granted to them in connection with the initial public offering, 270,449 additional shares of common stock were sold on the Company's behalf at the initial public offering price of $7.00 per share, for aggregate gross proceeds of approximately $1.9 million. In addition, as part of the initial public offering, all of the Company's outstanding convertible preferred stock, and a portion of its warrants were net exercised, into aggregate total of 15,649,686 shares of common stock. | |
During 2013, the Company’s Board of Directors and stockholders approved a one-for-6.2 reverse stock split of the company’s common stock that became effective on October 30, 2013. All share and per share amounts in the financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to this reverse stock split. | The Company paid to the underwriters underwriting discounts and commissions of approximately $4.6 million in connection with the offering. In addition, the Company incurred expenses of approximately $2.5 million in connection with the offering. Thus, the net offering proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses, were approximately $59.6 million. | |
Initial Public Offering | Following the completion of the IPO, there is a common stock warrant exercisable into 20,161 shares of our common stock at an exercise price of $6.20 per share, which warrant expires in December 2021. There is also an immediately exercisable warrant to purchase an aggregate of 2,419 shares of our common stock at an exercise price of $0.06 per share, which warrant expires in June 2018. | |
On February 5, 2014, the Company issued and sold 9,250,000 shares of common stock in an initial public offering (IPO) at a price of $7.00 per share, for aggregate gross proceeds of $64.8 million. On March 6, 2014, in connection with the partial exercise of the IPO underwriters’ over-allotment option, the Company sold an additional 270,449 shares of common stock at a price of $7.00 per share, for aggregate gross proceeds of approximately $1.9 million. The net offering proceeds to the Company from both sales were approximately $59.5 million, after deducting underwriting discounts and commissions of approximately $4.6 million and offering costs of approximately $2.5 million. In addition, as part of the IPO, all of the Company’s outstanding convertible preferred stock was converted and all but 22,580 of its outstanding warrants were net exercised into an aggregate of 15,728,286 shares of common stock. | Liquidity | |
The Company has incurred recurring operating losses since inception. As of December 31, 2013, the Company had an accumulated deficit of $82,268,850 and will require substantial additional capital to fund its research and development. The Company anticipates that the net proceeds from its initial public offering, together with its existing cash and cash equivalents as of December 31, 2013, will enable it to fund its operating expenses and capital expenditure requirements through the end of 2015, without giving effect to a potential option payment and, if the option is exercised, potential milestone payments the Company may receive under its option and license agreements with Actavis plc (formerly Forest Laboratories Holdings Limited). The Company anticipates operating losses to continue for the foreseeable future due to, among other things, costs related to research funding, development of its product candidates and its preclinical programs, and the development of its administrative organization. As the Company continues to incur losses, a transition to profitability is dependent upon the successful development, approval and commercialization of its product candidates and the achievement of a level of revenue adequate to support the Company's cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional capital. Management intends to fund future operations through the sale of equity, debt financings or other sources, including potential additional collaborations. There can be no assurances, however, that additional funding will be available on terms acceptable to the Company, or at all. | ||
Summary_of_Significant_Account9
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | ' | ||||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | ' | ||||||||||||||||||||||||||
2. Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||||||||||||
Basis of Presentation | Basis of Presentation | |||||||||||||||||||||||||||
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). The Company considers the U.S. dollar to be its functional currency. | The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). The Company considers the U.S. dollar to be its functional currency. | |||||||||||||||||||||||||||
Unaudited Interim Financial Information | Reverse Stock Split | |||||||||||||||||||||||||||
The accompanying financial statements are unaudited. The interim unaudited financial statements have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2014 and the results of its operations, its comprehensive loss and its cash flows for the three and nine months ended September 30, 2014 and 2013. The financial data and other information disclosed in these notes related to the nine months ended September 30, 2014 and 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2014, any other interim periods or any future year or period. | The Company's Board of Directors and stockholders approved a 1-for-6.2 reverse stock split of the Company's Common Stock. The reverse stock split became effective on October 30, 2013. All share and per share amounts in the financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to this reverse stock split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. | |||||||||||||||||||||||||||
Significant Accounting Policies | Use of Estimates | |||||||||||||||||||||||||||
The Company’s significant accounting policies are described in Note 2 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. Since the date of those financial statements, there have been no material changes to the Company’s significant accounting policies. | Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these financial statements, management used significant estimates in the following areas, among others: stock-based compensation expense, the determination of the fair value of stock-based awards, the fair value of liability-classified preferred stock warrants, the accounting for research and development costs, accrued expenses and the recoverability of the Company's net deferred tax assets and related valuation allowance. | |||||||||||||||||||||||||||
Use of Estimates | Cash and Cash Equivalents | |||||||||||||||||||||||||||
Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these financial statements, management used significant estimates in the following areas, among others: stock-based compensation expense, the determination of the fair value of stock-based awards, the fair value of liability-classified preferred and common stock warrants, and the accounting for research and development costs, accrued expenses and the recoverability of the Company’s net deferred tax assets and related valuation allowance. | The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash and cash equivalents subject the Company to concentrations of credit risk. However, the Company has invested in money market mutual funds that invest substantially all of their assets in U.S. government securities. Cash equivalents are valued at cost, which approximates their fair market value. | |||||||||||||||||||||||||||
Cash and Cash Equivalents | Restricted Cash | |||||||||||||||||||||||||||
The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash and cash equivalents subject the Company to concentrations of credit risk. However, the Company has invested in U.S. Treasury Bills and money market mutual funds that invest substantially all of their assets in U.S. government securities. Cash equivalents are valued at cost, which approximates their fair market value. | At December 31, 2012 and 2013, the Company maintained letters of credit totaling $214,000 and $112,000, respectively, as collateral for the Company's facility and laboratory equipment lease obligations in Pennsylvania. | |||||||||||||||||||||||||||
Fair Value Measurements | Concentration of Credit Risk and Off-Balance Sheet Risk | |||||||||||||||||||||||||||
ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. | Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, restricted cash and grants receivable. The Company maintains its cash and cash equivalent balances in the form of money market mutual funds that invest substantially all of their assets in U.S. government securities with financial institutions that management believes are creditworthy. The Company's investment policy includes guidelines on the quality of the institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. | |||||||||||||||||||||||||||
ASC 820 identifies fair value as the exchange price, or 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 a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a three-tier fair value hierarchy that distinguishes among the following: | The Company routinely assesses the creditworthiness of its collaborators. The Company has not experienced any material losses related to receivables from collaborators. The Company does not require collateral from its collaborators. | |||||||||||||||||||||||||||
· | Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. | The Company has not recognized any losses from credit risks on such accounts. The Company believes it is not exposed to significant credit risk on cash. | ||||||||||||||||||||||||||
· | Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. | Property and Equipment | ||||||||||||||||||||||||||
· | Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | Property and equipment consists of computer and laboratory equipment, software, office equipment, furniture and leasehold improvements and is recorded at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement or sale the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Property and equipment are depreciated on a straight-line basis over their estimated useful lives. The Company uses a life of three years for computer equipment, and five years for laboratory equipment, office equipment, furniture and software. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset. | ||||||||||||||||||||||||||
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | The Company reviews long-lived assets when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. No impairment losses were recorded in 2012 or 2013. | |||||||||||||||||||||||||||
Items measured at fair value on a recurring basis include money market mutual funds, restricted cash and warrants to purchase redeemable convertible preferred stock and common stock. During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value using Level 3 inputs. The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis: | Grant Revenue Recognition | |||||||||||||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | The Company recognizes grant revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed and determinable, and collectibility is reasonably assured. In 2009, the Company received a research grant from the National Institutes of Health (NIH) to assist in the funding of certain research activities from September 2009 through August 2011. The amount of the award was approximately $7.6 million and as of December 31, 2011, the Company had completed all activities and recognized all revenue related to this grant. In August 2011, the Company received a second research grant from the NIH to assist in the funding of its d-opioid program. The award contemplated funding up to $496,000 during the period from August 15, 2011 through July 31, 2016, subject to availability of funds and successful progression of the program. Through June 6, 2013, the Company had received $338,162 and on June 6, 2013, the Company was informed that no additional funds would be made available. In November 2011, the Company received a research grant for approximately $205,000 from the Michael J. Fox Foundation for the funding of certain research activities from December 2011 through November 2012. As of December 31, 2012, the Company had completed all activities and recognized all revenue related to this grant. The Company recognizes revenue under all three grants in earnings in the period in which the related expenditures are incurred. During the years ended December 31, 2012 and 2013, the Company recognized revenue related to these grants of $407,595 and $84,980, respectively. | ||||||||||||||||||||||||
Active Markets | Observable Inputs | Unobservable | ||||||||||||||||||||||||||
for Identical | (Level 2) | Inputs (Level 3) | Collaboration Revenue Recognition | |||||||||||||||||||||||||
Items | ||||||||||||||||||||||||||||
(Level 1) | The Company recognizes collaboration revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed and determinable, and collectibility is reasonably assured. In May 2012, the Company entered into a research collaboration with Merck Sharp & Dohme Corporation (Merck), requiring the Company to conduct certain research activities. The Company was paid $400,000 for this work and this revenue was recognized in 2012 when all of the recognition criteria were achieved. The research collaboration agreement was amended in April 2013 for an additional $50,000 for research activities that were completed and thus recognized as revenue in 2013. | |||||||||||||||||||||||||||
December 31, 2013 | ||||||||||||||||||||||||||||
Assets | Research and Development | |||||||||||||||||||||||||||
Money market mutual funds | $ | 35,551,000 | $ | — | $ | — | $ | 35,551,000 | ||||||||||||||||||||
Restricted cash | 112,000 | — | — | 112,000 | Research and development costs are charged to expense as incurred. These costs include, but are not limited to, employee-related expenses, including salaries, benefits and travel and stock-based compensation of our research and development personnel; expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical trials and preclinical studies; the cost of acquiring, developing and manufacturing clinical trial materials; facilities; other supplies; allocated facilities, depreciation and other expenses, which include rent and utilities; insurance; and costs associated with preclinical activities and regulatory operations. | |||||||||||||||||||||||
Total assets | $ | 35,663,000 | $ | — | $ | — | $ | 35,663,000 | ||||||||||||||||||||
Liabilities | Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as subject enrollment, clinical site activations or information provided to the Company by its vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued research and development expense, as the case may be. | |||||||||||||||||||||||||||
Warrants to purchase redeemable preferred stock | $ | — | $ | — | $ | 350,519 | $ | 350,519 | ||||||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 350,519 | $ | 350,519 | Comprehensive Loss | |||||||||||||||||||
September 30, 2014 | ||||||||||||||||||||||||||||
Assets | Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss was equal to net loss for all periods presented. | |||||||||||||||||||||||||||
Money market mutual funds | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||
U.S. Treasury Bills | — | — | — | — | Income Taxes | |||||||||||||||||||||||
Restricted cash | 112,000 | — | — | 112,000 | ||||||||||||||||||||||||
Total assets | $ | 112,000 | $ | — | $ | — | $ | 112,000 | Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC 740), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. | |||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||
Warrants to purchase common stock | $ | — | $ | — | $ | 95,741 | $ | 95,741 | The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2012 and 2013, the Company does not have any significant uncertain tax positions. | |||||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 95,741 | $ | 95,741 | ||||||||||||||||||||
Preferred Stock Warrants | ||||||||||||||||||||||||||||
The U.S. Treasury Bills and money market mutual funds noted above are included in cash and cash equivalents in the accompanying balance sheets. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the three or nine months ended September 30, 2013 or 2014. However, as of September 30, 2014, all existing funds previously held in money market mutual funds had been recently transferred to the Company’s operating bank account pending transition to a new banking provider. As of the date of this report, these amounts have been transferred back from the operating bank account to money market mutual funds. | ||||||||||||||||||||||||||||
Freestanding warrants that are related to the purchase of preferred stock are classified as liabilities and recorded at fair value regardless of the timing of the redemption feature or the redemption price or the likelihood of redemption. The warrants are subject to re-measurement at each balance sheet date and any change in fair value is recognized as a component of change in fair value of warrant liability in the Statements of Operations and Comprehensive Loss. Pursuant to the terms of these warrants, upon the conversion to common stock of the series of preferred stock underlying the warrant, the warrants automatically become exercisable for shares of common stock based upon the conversion ratio of the underlying preferred stock. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants or the conversion of the underlying preferred stock. The preferred stock warrants are classified as Level 3 liabilities (see Fair Value Measurements). In November 2013, one of the Company's warrant holders exercised its warrants to purchase 550,000 shares of the Company's Series B preferred stock. Of the remaining 1,225,000 outstanding warrants to purchase preferred stock at December 31, 2013, 1,100,000 were net exercised immediately prior to the consummation of the Company's initial public offering in February 2014. Upon consummation of the Company's initial public offering, the remaining warrant to purchase up to 125,000 shares of the Company's Series B preferred stock was converted into a warrant to purchase up to 20,161 shares the Company's common stock. | ||||||||||||||||||||||||||||
The following table sets forth a summary of changes in the fair value of the Company’s warrant liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs: | ||||||||||||||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||||||||||||||
Warrant | ||||||||||||||||||||||||||||
Liability | The carrying amount of the Company's financial instruments, which include cash and cash equivalents, grants receivable, restricted cash, accounts payable and accrued expenses approximate their fair values, given their short-term nature. The carrying amount of the Company's loans payable at December 31, 2012 approximates fair value because the interest rate is reflective of the rate the Company could obtain on debt with similar terms and conditions. The preferred stock warrants are carried at fair value as disclosed above. The Company has evaluated the estimated fair value of financial instruments using available market information and management's estimates. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. | |||||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 350,519 | ||||||||||||||||||||||||||
Amounts acquired or issued | — | Fair Value Measurements | ||||||||||||||||||||||||||
Changes in estimated fair value | (109,522 | ) | ||||||||||||||||||||||||||
Amounts reclassified to additional paid-in capital | (145,256 | ) | ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. | |||||||||||||||||||||||||
Balance as of September 30, 2014 | $ | 95,741 | ||||||||||||||||||||||||||
ASC 820 identifies fair value as the exchange price, or 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 a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a three-tier fair value hierarchy that distinguishes among the following: | ||||||||||||||||||||||||||||
In connection with the issuance of debt, on September 19, 2014, the Company issued to the lenders and the placement agent in the transaction warrants to purchase an aggregate of 7,678 shares of the Company’s common stock. These detachable warrant instruments have qualified for equity classification and have been allocated upon the relative fair value of the base instrument and the warrants, according to the guidance of ASC 470-20-25-2. See Note 4 for additional information. | ||||||||||||||||||||||||||||
In connection with the issuance and sale of the Company’s Series B-1 preferred shares in 2011, the Company issued to the purchasers warrants to purchase 1,650,000 shares of the Company’s Series B-1 Preferred Stock. Additionally, in connection with a banking facility entered into in 2011, the Company issued a warrant to purchase 125,000 shares of Series B preferred stock. As of December 31, 2013, the fair value of the warrants outstanding of $350,519 was recognized as a liability in the Company’s balance sheet in accordance with the guidance for accounting for certain financial instruments with characteristics of both liabilities and equity as the warrants entitle the holder to purchase preferred stock that is considered contingently redeemable. Upon the Company’s IPO, 1,100,000 of the outstanding Series B-1 warrants were net exercised into 20,273 shares of common stock and the remaining fair value of $145,256 associated with these particular warrants was reclassified to additional paid-in capital. The warrant to purchase 125,000 shares of Series B preferred stock was converted into a warrant to purchase up to 20,161 shares of the Company’s common stock and remains outstanding with a fair value recorded as a liability of $95,741 at September 30, 2014 as it contains a cash settlement feature upon certain strategic transactions. | ||||||||||||||||||||||||||||
• | ||||||||||||||||||||||||||||
The fair value of the warrants classified as liabilities on each re-measurement date is estimated using the Black-Scholes option pricing model. For this liability, the Company develops its own assumptions that do not have observable inputs or available market data to support the fair value. This method of valuation involves using inputs such as the fair value of the Company’s various classes of preferred stock, stock price volatility, the contractual term of the warrants, risk free interest rates and dividend yields. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. The following assumptions were used at September 30, 2014 and December 31, 2013: | Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. | |||||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | • | ||||||||||||||||||||||||||
Common stock | Series B-1 | Series B | Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. | |||||||||||||||||||||||||
warrant liability | preferred stock | preferred stock | ||||||||||||||||||||||||||
warrant liability | warrant liability | • | ||||||||||||||||||||||||||
Estimated remaining term | 7.59 years | 0.25 years | 8.4 years | Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | ||||||||||||||||||||||||
Dividend yield | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||||||||||||||
Risk-free interest rate | 2.27 | % | 0.38 | % | 2.75 | % | To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | |||||||||||||||||||||
Fair value of underlying instrument | $ | $ | $ | |||||||||||||||||||||||||
6.42 | 7.00 | 7.00 | Items measured at fair value on a recurring basis include money market mutual funds, restricted cash and warrants to purchase redeemable convertible preferred stock. During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value using Level 3 inputs. The following fair value hierarchy table presents information about each major category of the Company's financial assets and liabilities measured at fair value on a recurring basis: | |||||||||||||||||||||||||
Volatility | 77 | % | 71 | % | 70 | % | ||||||||||||||||||||||
The warrant liability is recorded on its own line item on the Company’s Balance Sheet and is marked-to-market at each reporting period with the change in fair value recorded on its own line in the Statement of Operations and Comprehensive Loss. | Quoted Prices | Significant | Significant | Total | ||||||||||||||||||||||||
in Active | Other | Unobservable | ||||||||||||||||||||||||||
Recent Accounting Pronouncements | Markets for | Observable | Inputs | |||||||||||||||||||||||||
Identical Items | Inputs | (Level 3) | ||||||||||||||||||||||||||
On June 10, 2014, FASB issued ASU No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”). ASU 2014-10 eliminates the accounting and reporting differences in U.S. GAAP between development stage entities and other operating entities, including the presentation of inception-to-date financial statement information and the development stage entity financial statement label. FASB guidance related to Risks and Uncertainties and FASB guidance utilized to determine if an entity is a variable interest entity now applies to entities that have not commenced planned principal operations. These changes will provide more consistent consolidation analysis and decisions among reporting entities. While these amendments are retrospectively effective for annual reporting periods beginning after December 15, 2014, early adoption is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. The Company has elected early adoption in the current period. The Company’s adoption of this standard did not have a significant impact on its financial position, results of operations or cash flows. | (Level 1) | (Level 2) | ||||||||||||||||||||||||||
December 31, 2012 | ||||||||||||||||||||||||||||
In August 2014, the FASB issued ASU No. 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,” which defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. The pronouncement is effective for annual reporting periods ending after December 15, 2016 with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. | Assets | |||||||||||||||||||||||||||
Money market mutual funds | $ | 3,050,003 | $ | — | $ | — | $ | 3,050,003 | ||||||||||||||||||||
Restricted cash | 214,000 | — | — | 214,000 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Total assets | $ | 3,264,003 | $ | — | $ | — | $ | 3,264,003 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Liabilities | ||||||||||||||||||||||||||||
Warrants to purchase redeemable preferred stock | $ | — | $ | — | $ | 1,393,674 | $ | 1,393,674 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Total liabilities | $ | — | $ | — | $ | 1,393,674 | $ | 1,393,674 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
December 31, 2013 | ||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||
Money market mutual funds | $ | 35,551,000 | $ | — | $ | — | $ | 35,551,000 | ||||||||||||||||||||
Restricted cash | 112,000 | — | — | 112,000 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Total assets | $ | 35,663,000 | $ | — | $ | — | $ | 35,663,000 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Liabilities | ||||||||||||||||||||||||||||
Warrants to purchase redeemable preferred stock | $ | — | $ | — | $ | 350,519 | $ | 350,519 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Total liabilities | $ | — | $ | — | $ | 350,519 | $ | 350,519 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
The following table sets forth a summary of changes in the fair value of the Company's preferred warrant liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs: | ||||||||||||||||||||||||||||
Redeemable | ||||||||||||||||||||||||||||
Convertible | ||||||||||||||||||||||||||||
Preferred | ||||||||||||||||||||||||||||
Stock Warrant | ||||||||||||||||||||||||||||
Liability | ||||||||||||||||||||||||||||
Balance as of December 31, 2011 | 1,336,543 | |||||||||||||||||||||||||||
Amounts acquired or issued | 101,707 | |||||||||||||||||||||||||||
Changes in estimated fair value | (44,576 | ) | ||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
Balance as of December 31, 2012 | 1,393,674 | |||||||||||||||||||||||||||
Amounts acquired or issued | (801,677 | ) | ||||||||||||||||||||||||||
Changes in estimated fair value | (241,478 | ) | ||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 350,519 | ||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
The money market mutual funds noted above are included in cash and cash equivalents in the accompanying balance sheets. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the years ended December 31, 2012 or 2013. | ||||||||||||||||||||||||||||
The fair value of the warrants on the date of issuance and on each re-measurement date of those warrants classified as liabilities is estimated using the Black-Scholes option pricing model using the following assumptions: contractual life according to the remaining terms of the warrants at December 31, 2012 and 1.1 years at December 31, 2013, no dividend yield, weighted average risk-free interest rate of 1.92% and 0.62% at December 31, 2012 and 2013, respectively, fair value of underlying instrument of $1.00 share and $1.13 per share at December 31, 2012 and 2013, respectively, and weighted average volatility of 80% and 71% at December 31, 2012 and 2013, respectively. For this liability, the Company developed its own assumptions that do not have observable inputs or available market data to support the fair value. This method of valuation involves using inputs such as the fair value of the Company's various classes of preferred stock, stock price volatility, the contractual term of the warrants, risk free interest rates and dividend yields. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. The Company accounts for its redeemable convertible preferred stock warrants as liabilities in accordance with the guidance for accounting for certain financial instruments with characteristics of both liabilities and equity as the warrants entitle the holder to purchase preferred stock that is considered contingently redeemable. The warrant liability is recorded on its own line item on the Company's Balance Sheets. The warrant liability is marked-to-market each reporting period with the change in fair value recorded on its own line in the Statement of Operations and Comprehensive Loss until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified as an equity instrument. | ||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||
At December 31, 2013, the Company had one stock-based compensation plan, which is more fully described in Note 7. The Company accounts for stock-based compensation in accordance with the provisions of ASC Topic 718, Compensation—Stock Compensation (ASC 718), which requires the recognition of expense related to the fair value of stock-based compensation awards in the Statements of Operations and Comprehensive Loss. | ||||||||||||||||||||||||||||
For stock options issued to employees and members of the board of directors for their services on the board, the Company estimates the grant date fair value of each option using the Black-Scholes option-pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates, the value of the common stock and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, the Company recognizes stock-based compensation expense, net of estimated forfeitures, equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense using the accelerated attribution method when it is probable that the performance condition will be achieved. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | ||||||||||||||||||||||||||||
Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity. See Note 7 for a discussion of the assumptions used by the Company in determining the grant date fair value of options granted under the Black-Scholes option pricing model, as well as a summary of the stock option activity under the Company's stock-based compensation plan for the years ended December 31, 2012 and 2013. | ||||||||||||||||||||||||||||
Clinical Trial Expense Accruals | ||||||||||||||||||||||||||||
As part of the process of preparing its financial statements, the Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company's objective is to reflect the appropriate trial expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the progress of the trial as measured by subject progression and the timing of various aspects of the trial. The Company determines accrual estimates through financial models taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of trials, or the services completed. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company's clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in it reporting amounts that are too high or too low for any particular period. For the years ended December 31, 201 and 2013, there were no material adjustments to the Company's prior period estimates of accrued expenses for clinical trials. | ||||||||||||||||||||||||||||
Segment Information | ||||||||||||||||||||||||||||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company's chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company's operations and manage its business as one operating segment. All long-lived assets of the Company reside in the United States. | ||||||||||||||||||||||||||||
Basic and Diluted Net Loss Per Share of Common Stock | ||||||||||||||||||||||||||||
Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the dilutive effects of preferred stock, warrants to purchase preferred stock and stock options. Diluted net loss per share of common stock is computed by dividing the net loss attributable to common stockholders by the sum of the weighted-average number of shares of common stock outstanding during the period plus the potential dilutive effects of preferred stock and warrants to purchase preferred stock, and stock options outstanding during the period calculated in accordance with the treasury stock method, although these shares, options and warrants are excluded if their effect is anti-dilutive. Because the impact of these items is anti-dilutive during periods of net loss, there was no difference between basic and diluted net loss per share of Common Stock for the years ended December 31, 2012 and 2013. | ||||||||||||||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||||||||||||||
On April 5, 2012, the Jump-Start Our Business Startups Act (the JOBS Act) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an "emerging growth company." The Company is considered an emerging growth company, but has elected to not take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. As a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. | ||||||||||||||||||||||||||||
In February 2013, FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income" ('ASU 2013-02). ASU 2013-02 requires companies to present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. The adoption of this standard did not have a significant impact on its financial position, results of operations or cash flows. | ||||||||||||||||||||||||||||
Net_Loss_Per_Common_Share1
Net Loss Per Common Share | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||
Net Loss Per Common Share | ' | ' | ||||||||||||||||||||
Net Loss Per Common Share | ' | ' | ||||||||||||||||||||
3. Net Loss Per Common Share | 3. NET LOSS PER COMMON SHARE | |||||||||||||||||||||
The following table sets forth the computation of basic and diluted net loss per share for the periods indicated: | The following table sets forth the computation of basic and diluted net loss per share for the periods indicated: | |||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | Year Ended December 31, | ||||||||||||||||||
Basic and diluted net loss per common share calculation: | 2012 | 2013 | ||||||||||||||||||||
Net loss and comprehensive loss | $ | (15,534,872 | ) | $ | (8,781,978 | ) | $ | (36,403,967 | ) | $ | (16,345,740 | ) | Basic and diluted net loss per common share calculation: | |||||||||
Accretion of redeemable convertible preferred stock | — | (85,562 | ) | (28,521 | ) | (248,149 | ) | Net loss | $ | (15,635,658 | ) | (23,251,435 | ) | |||||||||
Net loss attributable to common stockholders | $ | (15,534,872 | ) | $ | (8,867,540 | ) | $ | (36,432,488 | ) | $ | (16,593,889 | ) | Accretion of redeemable convertible preferred stock | (316,642 | ) | (333,710 | ) | |||||
Weighted average common shares outstanding | 26,366,300 | 793,268 | 23,036,366 | 746,587 | ||||||||||||||||||
Net loss per share of common stock—basic and diluted | $ | (0.59 | ) | $ | (11.18 | ) | $ | (1.58 | ) | $ | (22.23 | ) | | | | | | | | | ||
Net loss attributable to common stockholders | $ | (15,952,300 | ) | $ | (23,585,145 | ) | ||||||||||||||||
The following outstanding securities at September 30, 2014 and 2013 have been excluded from the computation of diluted weighted shares outstanding, as they would have been anti-dilutive: | ||||||||||||||||||||||
| | | | | | | | |||||||||||||||
September 30, | | | | | | | | | ||||||||||||||
2014 | 2013 | |||||||||||||||||||||
Redeemable convertible preferred stock | — | 15,619,271 | Weighted average common shares outstanding | 673,191 | 793,806 | |||||||||||||||||
Options outstanding | 3,552,124 | 2,804,264 | ||||||||||||||||||||
Warrants | 30,258 | 288,705 | | | | | | | | | ||||||||||||
Total | 3,582,382 | 18,712,240 | | | | | | | | | ||||||||||||
Net loss per share of common stock—basic and diluted | $ | (23.70 | ) | $ | (29.71 | ) | ||||||||||||||||
| | | | | | | | |||||||||||||||
| | | | | | | | |||||||||||||||
The following outstanding securities at December, 31, 2012 and 2013 have been excluded from the computation of diluted weighted shares outstanding, as they would have been anti-dilutive: | ||||||||||||||||||||||
December 31, | ||||||||||||||||||||||
2012 | 2013 | |||||||||||||||||||||
Redeemable convertible preferred stock | 9,689,486 | 15,707,986 | ||||||||||||||||||||
Options outstanding | 1,523,156 | 2,795,746 | ||||||||||||||||||||
Warrants | 288,705 | 199,996 | ||||||||||||||||||||
| | | | | | | | |||||||||||||||
Total | 11,501,347 | 18,703,728 | ||||||||||||||||||||
| | | | | | | | |||||||||||||||
| | | | | | | | |||||||||||||||
Long_Term_Debt
Long Term Debt | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||
Long Term Debt. | ' | ' | |||||||
Long Term Debt | ' | ' | |||||||
4. Long Term Debt | 6. LOANS PAYABLE | ||||||||
On September 19, 2014, the Company entered into a loan and security agreement with Oxford Finance LLC, as collateral agent and lender and Square 1 Bank, as lender pursuant to which the lenders have agreed to lend the Company up to $35.0 million in a series of term loans. Upon entering into the agreement, the Company borrowed $2.0 million from the lenders (“Term Loan A”). The Company may, at its sole discretion, borrow from the lenders: | In September 2008, the Company entered into an equipment loan facility with a bank (the Bank Facility) that provided for borrowings up to $1,500,000, subject to certain conditions, through February 2009. Borrowings under the Bank Facility were used to finance laboratory equipment, office equipment, furnishings and, up to specified maximum percentages, software and leasehold improvements. In November 2011, the Company repaid the outstanding balance of the loan, plus a final payment equal to 2% of the amount borrowed. In connection with the borrowings under the Bank Facility, the Company issued a ten-year warrant to purchase 15,000 shares of common stock at $0.01 per share, exercisable through June 2018. | ||||||||
· | up to an additional $16.5 million, at any time on or before June 30, 2015 (“Term Loan B”,) subject to the Company’s satisfaction of specified conditions precedent related to the results of the Company’s ongoing Phase 2 studies of TRV130; and | In November 2009, the Company entered into an equipment loan facility with the Commonwealth of Pennsylvania (the PA Facility) that provided for borrowings of up to $815,278 subject to certain conditions. Borrowings under the PA Facility were used to finance laboratory equipment and computer equipment. Borrowings were secured by the related assets. In December 2012, the Company repaid the outstanding balance of the loan. Interest expense related to the PA Facility was $9,970 for the year ended December 31, 2012. In connection with the PA Facility, the Company incurred financing costs of $13,745, which were included in other assets and amortized to interest expense over the term of the PA Facility. Amortization expense of these deferred financing costs was $7,137 for the year ended December 31, 2012. | |||||||
· | an additional $16.5 million, at any time on or before March 31, 2016 (“Term Loan C” and together with Term Loan A and Term Loan B, the “Term Loans”), subject to the Company’s satisfaction of specified conditions precedent related to the results of the Company’s ongoing Phase 2 studies of TRV027. | In December 2011, the Company entered into a loan facility with Comerica Bank (the Comerica Facility) that provided for borrowings of up to $5,300,000 subject to certain conditions. Borrowings under the Comerica Facility were used to fund working capital for general business requirements and were secured by the assets of the Company, excluding intellectual property. The facility bore interest at the prime rate plus a 1% margin. The Company drew down the entire amount available under the Comerica Facility during 2012. The borrowings were being repaid in 30 equal monthly installments, plus interest, beginning November 1, 2012. As of December 31, 2012, $4,946,667 of borrowings were outstanding under the Comerica Facility. Interest expense related to the Comerica Facility was $150,751 and $64,292 for the years ended December 31, 2012 and 2013, respectively. On May 3, 2013, the Company used a portion of the proceeds from the Series C Preferred Stock (Note 6) to repay the remaining Comerica Facility outstanding balance of $4,073,485, including unpaid interest and fees. | |||||||
The proceeds from Term Loan A and future proceeds, if any, from Term Loan B and/or Term Loan C may be used to satisfy the Company’s future working capital needs, potentially including the development of its clinical and preclinical product candidates. | In connection with the Comerica Facility, the Company incurred financing costs of $62,034, which were included in other assets at December 31, 2012 and were being amortized to interest expense over the term of the Comerica Facility until May 3, 2013 when the financing costs were fully expensed. Amortization expense of these deferred financing costs was $18,464 and $42,047 for the years ended December 31, 2012 and 2013, respectively. In connection with the borrowings under the Comerica Facility, the Company issued a ten-year warrant to purchase 125,000 shares of Series B preferred stock at $1.00 per share, exercisable through December 2021. The Company recorded a total of $101,707 as debt discount related to the estimated fair value of the preferred stock warrants issued, with a corresponding credit to the preferred stock warrant liability. The debt discount was being amortized to interest expense over the term of the Comerica Facility. Interest expense related to the amortization of the debt discount was $23,247 and $78,460 for the years ended December 31, 2012 and 2013, respectively. | ||||||||
The Company’s obligations under the loan and security agreement are secured by a first priority security interest in substantially all of the assets of the Company, other than intellectual property. The Company has agreed not to pledge or otherwise encumber its intellectual property, other than through grants of certain permitted non-exclusive or exclusive licenses or other conveyances of its intellectual property. | |||||||||
The term loans will accrue interest at a fixed rate of 6.50% per annum. The Company is required to make payments of interest only on Term Loan A on a monthly basis through and including October 1, 2015, after which consecutive equal monthly payments of principal, plus accrued interest, will be due until December 1, 2018. Both of these dates may be modified with respect to the term loans, as applicable, as follows: | |||||||||
· | If the Company meets the conditions to draw Term Loan B on or before June 30, 2015, then the date until which the Company is required to make payments of interest only will be extended to April 1, 2016. | ||||||||
· | If the Company meets the conditions to draw Term Loan C on or before March 31, 2016, then the date until which the Company is required to make payments of interest only will be extended to October 1, 2016. | ||||||||
· | If the Company meets the condition to draw Term Loan B on or before June 30, 2015, the condition to draw Term Loan C on or before March 31, 2016, and the Company has received net cash proceeds of at least $50,000,000 from its existing strategic partnership and collaborative license option agreement with Actavis or another strategic partnership in form and substance satisfactory to the lenders, then the date until which consecutive equal monthly payments of principal, plus accrued interest, will be due will be extended to September 1, 2019. | ||||||||
The Company has paid the lenders a facility fee of $175,000 in connection with the execution of the loan and security agreement. Upon the last payment date of the amounts borrowed under the agreement, the Company will be required to pay the lenders a final payment fee equal to 5.25% of the term loans borrowed and subject to adjustment as follows: | |||||||||
· | If either the Company meets the conditions to draw Term Loan B on or before June 30, 2015 or the conditions to draw Term Loan C on or before March 31, 2016, then the Company will be required to pay the lenders a final payment fee equal to 6.1%; | ||||||||
· | If the Company meets both the conditions to draw Term Loan B on or before June 30, 2015 and the conditions to draw Term Loan C on or before March 31, 2016, then the Company will be required to pay the lenders a final payment fee equal to 6.6%; and | ||||||||
· | If the Company meets the condition to draw Term Loan B on or before June 30, 2015, the condition to draw Term Loan C on or before March 31, 2016, and the Company has received net cash proceeds of at least $50,000,000 from its existing strategic partnership and collaborative license option agreement with Actavis or another strategic partnership in form and substance satisfactory to the lenders, then the Company will be required to pay the lenders a final payment fee equal to 7.0%. | ||||||||
In addition, if the Company repays the term loans before the applicable maturity date, it will pay the lender a prepayment fee of 3.00% of the total amount prepaid if the prepayment occurs prior to the first anniversary of the funding of the applicable term loan, 2.00% percent of the total amount prepaid if the prepayment occurs between the first and second anniversary of the funding of the applicable term loan, and 1.00% percent of the total amount prepaid if the prepayment occurs on or after the second anniversary of the funding of the applicable term loan. | |||||||||
The loan and security agreement includes affirmative and restrictive covenants, including: (a) financial reporting requirements; (b) limitations on the incurrence of indebtedness; (c) limitations on liens; (d) limitations on certain merger and acquisition transactions; (e) limitations on dispositions of certain assets; (f) limitations on fundamental corporate changes (including changes in control); (g) limitations on investments; (h) limitations on payments and distributions and (i) other covenants. The agreement also contains certain events of default, including for payment defaults, breaches of covenants, a material adverse change in the collateral, the Company’s business, operations or condition (financial or otherwise), certain levies, attachments and other restraints on the Company’s business, insolvency, defaults under other agreements and misrepresentations. | |||||||||
Three Point Capital, LLC served as a placement agent in connection with the term loans. The Company paid Three Point $65,000 upon execution of the loan and security agreement and will be obligated to pay up to an additional $175,000 if the Company draws on Term Loan B and Term Loan C. | |||||||||
In connection with entering into the loan and security agreement, the Company issued to each of Oxford, Square 1 and Three Point warrants to purchase shares of the Company’s common stock. The warrants are exercisable, in whole or in part, immediately, and have a per share exercise price of $5.8610, which is the average closing price of the Company’s common stock on the NASDAQ Global Market for the ten trading days prior to the effective date of the agreement. The warrants may be exercised on a cashless basis. The warrants will terminate on the earlier of September 19, 2024 or the closing of a merger or consolidation transaction in which the Company is not the surviving entity. If the Company borrows Term Loan B and/or Term Loan C, upon the funding of such Term Loan, the Company will issue additional warrants to purchase shares of the Company’s common stock, each with a per share exercise price of $5.8610 and on substantially the same terms as those contained in the warrants. The number of warrants issued or issuable by the Company is as follows: | |||||||||
Entity | Shares Underlying Warrants | Maximum Number of Shares | Maximum Number of Shares | ||||||
Issued on the Effective Date | Underlying Warrants Issuable | Underlying Warrants Issuable | |||||||
Assuming Full Draw of Term | Assuming Full Draw of Term | ||||||||
Loan B | Loan C | ||||||||
Oxford | 4,875 | 40,217 | 40,217 | ||||||
Square 1 | 1,950 | 16,087 | 16,087 | ||||||
Three Point | 853 | 7,038 | 7,038 | ||||||
The maximum aggregate number of shares underlying additional warrants that can be issued by the Company to the lenders under the loan and security agreement and to Three Point under the placement agent arrangement is 126,685. | |||||||||
As of September 30, 2014, only Term Loan A has been issued, all of which remains outstanding as of such date. The initial maturity date is December 1, 2018 and the loan bears interest at an annual rate of 6.5%. The loan is not convertible and is secured by substantially all of the Company’s assets. Interest expense of $4,333 was recorded in September. | |||||||||
The Company incurred lender and third party costs of $0.2 million and $0.1 million, respectively, related to the issuance of Term Loan A. The lender costs are classified as a debt discount, a contra-liability on our balance sheet. The third party costs will be classified as deferred financing fees, an asset on our balance sheet. Both the debt discount and deferred financing fees will be amortized over the life of the Term Loan using the effective interest method. | |||||||||
The following table summarizes how the issuance of Term Loan A is reflected on our balance sheet at September 30, 2014: | |||||||||
September 30, 2014 | |||||||||
Gross proceeds | $ | 2,000,000 | |||||||
Amortization of debt discount | (225,988 | ) | |||||||
Carrying value | $ | 1,774,012 | |||||||
In connection with the issuance of debt, on September 19, 2014, the Company issued to the lenders and the placement agent in the transaction warrants to purchase an aggregate of 7,678 shares of the Company’s common stock. These detachable warrant instruments have qualified for equity classification and have been allocated upon the relative fair value of the base instrument and the warrants, according to the guidance of ASC 470-20-25-2. | |||||||||
Stockholders_Deficit_Equity
Stockholders' (Deficit) Equity | 9 Months Ended | |||||
Sep. 30, 2014 | ||||||
Stockholders' (Deficit) Equity | ' | |||||
Stockholders' (Deficit) Equity | ' | |||||
5. Stockholders’ (Deficit) Equity | ||||||
On February 5, 2014, the Company issued and sold 9,250,000 shares of common stock in an IPO at a price of $7.00 per share, for aggregate gross proceeds of $64.8 million. On March 6, 2014, in connection with the partial exercise of the IPO underwriters’ over-allotment option, the Company sold an additional 270,449 shares of common stock at a price of $7.00 per share, for aggregate gross proceeds of approximately $1.9 million. | ||||||
As of December 31, 2013, the Company had outstanding the following redeemable convertible preferred stock that converted into common shares on a one-for-6.2 basis upon consummation of the Company’s IPO: | ||||||
Preferred | Conversion | |||||
Shares | into Common | |||||
Outstanding | Shares upon | |||||
IPO | ||||||
Series A | 25,074,999 | 4,044,354 | ||||
Series B | 30,800,000 | 4,967,741 | ||||
Series B-1 | 4,750,000 | 766,129 | ||||
Series C | 36,764,704 | 5,929,789 | ||||
Total | 97,389,703 | 15,708,013 | ||||
In connection with the issuance of the Company’s Series B-1 preferred shares in 2011, the Company issued warrants to purchase 1,650,000 shares of the Company’s Series B-1 Preferred Stock. Additionally, in connection with a banking facility entered into in 2011, the Company issued a warrant to purchase 125,000 shares of Series B preferred stock. As of December 31, 2013, the fair value of the warrants outstanding of $350,519 was recognized as a liability in the Company’s balance sheet. Upon the Company’s IPO, 1,100,000 of the outstanding Series B-1 warrants were net exercised into 20,273 shares of common stock and the remaining fair value of $145,256 associated with these particular warrants was reclassified to additional paid-in capital. The warrant to purchase 125,000 shares of Series B preferred stock was converted into a warrant to purchase up to 20,161 shares of the Company’s common stock and remains outstanding with a fair value recorded as a liability of $95,741 at September 30, 2014 as it contains a cash settlement feature upon certain strategic transactions. | ||||||
Under its certificate of incorporation, the Company was authorized to issue up to 100,000,000 and 132,000,000 shares of common stock as of September 30, 2014 and December 31, 2013, respectively. The Company also was authorized to issue up to 5,000,000 shares of preferred stock as of September 30, 2014. The Company is required, at all times, to reserve and keep available out of its authorized but unissued shares of common stock sufficient shares to effect the conversion of the shares of the preferred stock and all outstanding stock options and warrants. | ||||||
2008_and_2013_Equity_Incentive
2008 and 2013 Equity Incentive Plans | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
2008 and 2013 Equity Incentive Plans | ' | |||||||||||||
2008 and 2013 Equity Incentive Plans | ' | |||||||||||||
6. 2008 and 2013 Equity Incentive Plans | ||||||||||||||
In January 2008, the Company adopted the 2008 Equity Incentive Plan, as amended on February 29, 2008, January 7, 2010, July 8, 2010, December 10, 2010, June 23, 2011 and June 17, 2013 (collectively, the 2008 Plan) that authorized the Company to grant up to 3,310,990 shares of common stock to eligible employees, directors and consultants to the Company, in the form of restricted stock and stock options. | ||||||||||||||
In 2013, the Company adopted the 2013 Equity Incentive Plan, as amended on May 14, 2014 (collectively, the 2013 Plan), that reserves for issuance under the plan up to 1,711,290 shares of common stock. The 2013 Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock available for issuance under the plan will automatically increase on January 1 of each year beginning in 2015. The 2013 plan became effective upon the January 2014 IPO and, as of such date, the Company may not make further grants under the 2008 plan. The 2013 plan provides for the grant of incentive stock options, or ISOs, nonstatutory stock options, or NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards and other forms of equity compensation (collectively, stock awards), all of which may be granted to employees, including officers, non-employee directors and consultants of the Company. Additionally, the 2013 plan provides for the grant of cash and stock based performance awards. | ||||||||||||||
Under both the 2008 and 2013 Plans, the amount, terms of grants and exercisability provisions are determined by the board of directors or its designee. The term of the options may be up to 10 years, and options are exercisable in cash or as otherwise determined by the board of directors. Vesting generally occurs over a period of not greater than four years. | ||||||||||||||
The estimated grant-date fair value of the Company’s share-based awards is amortized ratably over the awards’ service periods. Share-based compensation expense recognized was as follows: | ||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Research and development | $ | 304,885 | $ | 235,366 | $ | 921,069 | $ | 355,030 | ||||||
General and administrative | 389,481 | 89,963 | 968,863 | 144,712 | ||||||||||
Total stock-based compensation | $ | 694,366 | $ | 325,329 | $ | 1,889,932 | $ | 499,742 | ||||||
Options Outstanding | ||||||||||||||
Shares Available | Number of | Weighted-Average | Weighted Average | |||||||||||
for Grant | Shares | Exercise Price | Remaining | |||||||||||
Contractual | ||||||||||||||
Term (in years) | ||||||||||||||
Balance, December 31, 2013 | 83,465 | 2,795,746 | $ | 2.52 | 8.45 | |||||||||
Authorized | 1,711,290 | — | ||||||||||||
Granted | (1,044,301 | ) | 1,044,301 | 6.83 | ||||||||||
Exercised | — | (170,142 | ) | 0.59 | ||||||||||
Forfeitures | 117,781 | (117,781 | ) | 7.4 | ||||||||||
Balance, September 30, 2014 | 868,235 | 3,552,124 | $ | 3.72 | 8.28 | |||||||||
Vested or expected to vest at September 30, 2014 | 3,501,979 | $ | 3.68 | |||||||||||
Exercisable at September 30, 2014 | 1,458,087 | $ | 1.98 | |||||||||||
The intrinsic value of the options exercisable as of September 30, 2014 was $6.7 million, based on the Company’s closing stock price of $6.42 per share and a weighted average exercise price of $1.98 per share. | ||||||||||||||
The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options at the grant date. The Black-Scholes model requires the Company to make certain estimates and assumptions, including estimating the fair value of the Company’s common stock, assumptions related to the expected price volatility of the Company’s stock, the period during which the options will be outstanding, the rate of return on risk-free investments and the expected dividend yield for the Company’s stock. | ||||||||||||||
The per-share weighted-average grant date fair value of the options granted to employees and directors during the nine months ended September 30, 2014 and 2013 was estimated at $4.50 and $2.40 per share, respectively, on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: | ||||||||||||||
Nine Months | Nine Months | |||||||||||||
Ended September | Ended September | |||||||||||||
30, 2014 | 30, 2013 | |||||||||||||
Risk-free interest rate | 1.82 | % | 1.94 | % | ||||||||||
Expected term of options (in years) | 5.87 | 6.1 | ||||||||||||
Expected volatility | 75.9 | % | 80.0 | % | ||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||
The weighted-average valuation assumptions were determined as follows: | ||||||||||||||
· | Risk-free interest rate: The Company based the risk-free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected option term. | |||||||||||||
· | Expected term of options: Due to its lack of sufficient historical data, the Company estimates the expected life of its employee stock options using the “simplified” method, as prescribed in Staff Accounting Bulletin (SAB) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option. | |||||||||||||
· | Expected stock price volatility: The Company estimated the expected volatility based on actual historical volatility of the stock price of similar companies with publicly-traded equity securities. The Company calculated the historical volatility of the selected companies by using daily closing prices over a period of the expected term of the associated award. The companies were selected based on their enterprise value, risk profiles, position within the industry and with historical share price information sufficient to meet the expected term of the associated award. A decrease in the selected volatility would have decreased the fair value of the underlying instrument. | |||||||||||||
· | Expected annual dividend yield: The Company estimated the expected dividend yield based on consideration of its historical dividend experience and future dividend expectations. The Company has not historically declared or paid dividends to stockholders. Moreover, it does not intend to pay dividends in the future, but instead expects to retain any earnings to invest in the continued growth of the business. Accordingly, the Company assumed an expected dividend yield of 0.0%. | |||||||||||||
· | Estimated forfeiture rate: The Company’s estimated annual forfeiture rate on 2014 and 2013 stock option grants was 7% and 5%, respectively, based on the historical forfeiture experience. | |||||||||||||
The fair value of the Company’s common stock, prior to the Company’s initial public offering, was determined by its board of directors with assistance of its management. The board of directors and management considered numerous objective and subjective factors in the assessment of fair value, including the price for the Company’s preferred stock that was sold to investors and the rights, preferences and privileges of the preferred stock and common stock, the Company’s financial condition and results of operations during the relevant periods and the status of strategic initiatives. These estimates involved a significant level of judgment. | ||||||||||||||
As of September 30, 2014, there was $6.7 million of total unrecognized compensation expense related to unvested options that will be recognized over the weighted average remaining period of 3.09 years. | ||||||||||||||
Shares Reserved for Future Issuance | ||||||||||||||
At September 30, 2014, the Company has reserved the following shares of common stock for issuance: | ||||||||||||||
Common stock options outstanding | 3,552,124 | |||||||||||||
Common stock options and restricted stock available for future grant (2013 Plan) | 868,235 | |||||||||||||
Common stock warrants outstanding | 30,258 | |||||||||||||
4,450,617 | ||||||||||||||
Commitments_and_Contingencies1
Commitments and Contingencies | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||
Commitments and Contingencies. | ' | ' | ||||
Commitments and Contingencies | ' | ' | ||||
7. Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES | |||||
Licenses | Licenses | |||||
On May 3, 2013, the Company entered into an option agreement and a license agreement with Actavis plc (formerly Forest Laboratories Holdings Limited), under which the Company granted to Actavis an exclusive option to license its product candidate, TRV027. If Actavis exercises this option, the license agreement between the Company and Actavis will become effective and Actavis will have an exclusive worldwide license to develop and commercialize TRV027 and specified related compounds. At the Company’s request, Actavis will consider in good faith whether to grant the Company the right to co-promote the licensed products in the United States under terms to be agreed upon by the parties. Actavis will be responsible for subsequent development, regulatory approval and commercialization of TRV027 at Actavis’ sole cost and expense. | On May 3, 2013, the Company entered into an option agreement and a license agreement with Actavis plc (formerly Forest Laboratories Holdings Limited), under which the Company granted to Actavis an exclusive option to license its product candidate, TRV027. If Actavis exercises this option, the license agreement between the Company and Actavis will become effective and Actavis will have an exclusive worldwide license to develop and commercialize TRV027 and specified related compounds. Under the option agreement, the Company will conduct, at its expense, a Phase 2b trial of TRV027 in acute heart failure. Actavis may exercise its option during the pendency of the Phase 2b clinical trial or during a specified time period after the Company delivers the data from the Phase 2b clinical trial to Actavis. During the option period, the Company is not permitted to negotiate for or enter into any agreement with a third party for the development and commercialization of TRV027 and its related compounds. Under specified circumstances linked to adverse changes in the market or with respect to TRV027, Actavis has the right to renegotiate the terms of the license agreement. If Actavis exercises such right, its option will expire and the Company will be obligated to negotiate in good faith with Actavis for a period of time the terms of any new arrangement. If the Company and Actavis are unable to agree on the terms of any new arrangement during such period of time, then the option agreement will terminate and for a specified period of time thereafter the Company may not offer a license to any third party on terms better than those last proposed by either the Company or Actavis during the negotiations. | |||||
Under the option agreement, the Company is conducting, at its expense, a Phase 2b trial of TRV027 in acute heart failure. Actavis may exercise its option during the pendency of the Phase 2b clinical trial or during a specified time period after the Company delivers the data from the Phase 2b clinical trial to Actavis. During the option period, the Company is not permitted to negotiate for or enter into any agreement with a third party for the development and commercialization of TRV027 and its related compounds. Under specified circumstances linked to adverse changes in the market or related to the results from the Phase 2b trial of TRV027, Actavis has the right to renegotiate the terms of the license agreement. If Actavis exercises such right, the Company will be obligated to negotiate in good faith with Actavis for a period of time the terms of any new arrangement. If the Company and Actavis are unable to agree on the terms of any new arrangement, then the option agreement will terminate and for a specified period of time thereafter the Company may not offer a license to any third party on terms better than those last proposed by either the Company or Actavis during the negotiations. If Actavis does not exercise the option during the specified period, its option will expire and the license agreement will not become effective. In that case, the Company would be free to enter into a collaboration arrangement with another party for the development and commercialization of TRV027 or to pursue development and commercialization on its own. | If Actavis does not exercise the option during the specified period, its option will expire and the license agreement will not become effective. In that event, the Company would be free to enter into a collaboration arrangement with another party for the development and commercialization of TRV027 or to pursue development and commercialization on its own. | |||||
The Company received no consideration upon the grant of the option to Actavis. If Actavis exercises the option, the Company would receive a $65 million option exercise fee and could potentially receive up to $365 million depending upon the achievement of future development and commercial milestones. The Company also could receive tiered royalties between 10% and 20% on net sales of licensed products worldwide, with the royalty rates on net sales of licensed products in the United States being somewhat higher than the royalty rates on net sales of licensed products outside the United States. The term of the royalty on sales of TRV027 for a given country would extend until the latest to occur of (i) 10 years from first commercial sale of TRV027 in that country, (ii) the expiration of the last to expire patent claiming TRV027 that is sufficient to block the entrance of a generic version of the product, or (iii) the expiration of any period of exclusivity granted by applicable law or any regulatory authority in such country that confers exclusive marketing rights on the product. | If Actavis exercises the option, Actavis will have the sole and exclusive right under the license agreement, at its sole cost and expense, to develop and commercialize TRV027 and specified related compounds throughout the world. At the Company's request, Actavis will consider in good faith whether to grant the Company the right to co-promote the licensed products in the United States under terms to be agreed upon by the parties. | |||||
If the license agreement becomes effective, Actavis has the right to grant sublicenses under the license agreement to affiliates and third parties. Any sublicensing does not act to relieve Actavis of any of its obligations under the license agreement, including Actavis’ obligation to make milestone payments to the Company with respect to TRV027 or pay royalties to the Company on sales of TRV027 by such sublicensee. Under the license, both Actavis and the Company have the right to terminate the agreement in the event of an uncured material breach or insolvency of the other party. In addition, Actavis is permitted to terminate the license agreement without cause at any time upon prior written notice or immediately for product safety reasons. Following a termination of the license agreement, all licenses granted to Actavis would terminate, and Actavis would grant the Company an exclusive royalty bearing license under specified patents and know-how to develop and commercialize reverted licensed products. If not terminated, the license agreement would remain in effect until the expiration of the last royalty term for the last licensed product. | The Company received no consideration upon the grant of the option to Actavis. If Actavis exercises the option, the Company could potentially receive up to $430 million in the aggregate, including an upfront option exercise fee of $65 million and milestone payments depending upon the achievement of future development and commercial milestones. The Company could also receive tiered royalties between 10% and 20% on worldwide net sales of licensed products worldwide, with the royalty rates on net sales of licensed products in the United States being somewhat higher than the royalty rates on net sales of licensed products outside the United States. | |||||
Actavis participated in the Series C Preferred Stock financing and purchased $30 million of Series C Preferred Stock. Because the Series C Preferred Stock was acquired at the same time as the option agreement, management considered whether the Preferred Stock was issued at fair value and if not, whether the consideration received for the Preferred Stock should be allocated in the financial statements in a manner differently than the price stated in the agreement. The Series C Preferred Stock acquired by Actavis was acquired at the same time and at the same price per share as all of the other investors in the Series C Preferred Stock financing and therefore the preferred stock sold to Actavis was deemed to be issued at fair value and no value was allocated to the option agreement. The Series C Preferred Stock held by Actavis was converted into common shares on a one-for-6.2 basis upon consummation of the Company’s initial public offering. | If Actavis exercises the option and the license agreement becomes effective, both Actavis and the Company would have the right to terminate the license agreement in the event of an uncured material breach or insolvency of the other party. In addition, Actavis would be permitted to terminate the license agreement without cause at any time upon prior written notice or immediately for product safety reasons. Following a termination of the license agreement, all licenses granted to Actavis would terminate, and Actavis would grant the Company an exclusive royalty bearing license under specified patents and know-how to develop and commercialize reverted licensed products. If not terminated, the license agreement would remain in effect until the expiration of the last royalty term for the last licensed product. | |||||
Legal Proceedings | If Actavis elects to exercise its option, the term of the royalty on sales of TRV027 for a given country would extend until the first to occur of (i) 10 years from first commercial sale of TRV027 in that country, (ii) the expiration of the last to expire patent claiming TRV027 that is sufficient to block the entrance of a generic version of the product, or (iii) the expiration of any period of exclusivity granted by applicable law or any regulatory authority in such country that confers exclusive marketing rights on the product. | |||||
The Company is not involved in any legal proceeding that it expects to have a material adverse effect on its business, financial condition, results of operations and cash flows. | Actavis has the right to grant sublicenses under the license agreement to affiliates and third parties. Any sublicensing does not act to relieve Actavis of any of its obligations under the license agreement, including Actavis's obligation to make milestone payments to the Company with respect to TRV027 or pay royalties to the Company on sales of TRV027 by such sublicensee. Actavis participated in the Series C Preferred Stock financing (Note 7) and purchased $30 million of Series C Preferred Stock. Because the Series C Preferred Stock was acquired at the same time as the option agreement, management considered whether the Preferred Stock was issued at fair value and if not, whether the consideration received for the Preferred Stock should be allocated in the financial statements in a manner differently than the price stated in the agreement. The Series C Preferred Stock acquired by Actavis was acquired at the same time and at the same price per share as all of the other investors in the Series C Preferred Stock financing and therefore the preferred stock sold to Actavis was deemed to be issued at fair value and no value was allocated to the option agreement. | |||||
Operating Leases | ||||||
The Company leases office and laboratory space in Pennsylvania. In addition, the Company leases vivarium space in Pennsylvania. The vivarium lease can be terminated at any time upon 90 days' written notice by the Company. The Company's leases contain escalating rent clauses, which require higher rent payments in future years. The Company expenses rent on a straight-line basis over the term of the lease, including any rent-free periods. In July 2013, the Company extended the lease for the Company's office and laboratory lease in Pennsylvania until September 2020, with a Company option to terminate the lease in December 2017 with a required termination payment of $131,902. | ||||||
Rent expense under operating leases was $438,173 and $459,288 in 2012 and 2013, respectively. | ||||||
Future minimum lease payments, including termination fees, under noncancelable lease agreements as of December 31, 2013, are as follows: | ||||||
Operating Lease | ||||||
2014 | $ | 226,313 | ||||
2015 | 232,688 | |||||
2016 | 239,064 | |||||
2017 | 356,622 | |||||
| | | | | ||
Total minimum lease payments | $ | 1,054,687 | ||||
| | | | | ||
| | | | | ||
The Company had deferred rent of $347,033 at December 31, 2013. This balance related entirely to the Pennsylvania office and laboratory lease. | ||||||
Legal Proceedings | ||||||
The Company is not involved in any legal proceeding that it expects to have a material effect on its business, financial condition, results of operations and cash flows. | ||||||
Recovered_Sheet1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | ' | ||||||||||||||||||||||||||
Basis of Presentation | ' | ' | ||||||||||||||||||||||||||
Basis of Presentation | Basis of Presentation | |||||||||||||||||||||||||||
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). The Company considers the U.S. dollar to be its functional currency. | The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). The Company considers the U.S. dollar to be its functional currency. | |||||||||||||||||||||||||||
Unaudited Interim Financial Information | ' | ' | ||||||||||||||||||||||||||
Unaudited Interim Financial Information | ||||||||||||||||||||||||||||
The accompanying financial statements are unaudited. The interim unaudited financial statements have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2014 and the results of its operations, its comprehensive loss and its cash flows for the three and nine months ended September 30, 2014 and 2013. The financial data and other information disclosed in these notes related to the nine months ended September 30, 2014 and 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2014, any other interim periods or any future year or period. | ||||||||||||||||||||||||||||
Use of Estimates | ' | ' | ||||||||||||||||||||||||||
Use of Estimates | ||||||||||||||||||||||||||||
Use of Estimates | ||||||||||||||||||||||||||||
Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these financial statements, management used significant estimates in the following areas, among others: stock-based compensation expense, the determination of the fair value of stock-based awards, the fair value of liability-classified preferred stock warrants, the accounting for research and development costs, accrued expenses and the recoverability of the Company's net deferred tax assets and related valuation allowance. | ||||||||||||||||||||||||||||
Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these financial statements, management used significant estimates in the following areas, among others: stock-based compensation expense, the determination of the fair value of stock-based awards, the fair value of liability-classified preferred and common stock warrants, and the accounting for research and development costs, accrued expenses and the recoverability of the Company’s net deferred tax assets and related valuation allowance. | ||||||||||||||||||||||||||||
Cash and Cash Equivalents | ' | ' | ||||||||||||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||||||||||||||||||||
The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash and cash equivalents subject the Company to concentrations of credit risk. However, the Company has invested in U.S. Treasury Bills and money market mutual funds that invest substantially all of their assets in U.S. government securities. Cash equivalents are valued at cost, which approximates their fair market value. | The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash and cash equivalents subject the Company to concentrations of credit risk. However, the Company has invested in money market mutual funds that invest substantially all of their assets in U.S. government securities. Cash equivalents are valued at cost, which approximates their fair market value. | |||||||||||||||||||||||||||
Fair Value Measurements | ' | ' | ||||||||||||||||||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||||||||||||||||||||
ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. | ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. | |||||||||||||||||||||||||||
ASC 820 identifies fair value as the exchange price, or 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 a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a three-tier fair value hierarchy that distinguishes among the following: | ASC 820 identifies fair value as the exchange price, or 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 a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a three-tier fair value hierarchy that distinguishes among the following: | |||||||||||||||||||||||||||
· | Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. | |||||||||||||||||||||||||||
· | Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. | • | ||||||||||||||||||||||||||
Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. | ||||||||||||||||||||||||||||
· | Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | |||||||||||||||||||||||||||
• | ||||||||||||||||||||||||||||
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. | |||||||||||||||||||||||||||
Items measured at fair value on a recurring basis include money market mutual funds, restricted cash and warrants to purchase redeemable convertible preferred stock and common stock. During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value using Level 3 inputs. The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis: | • | |||||||||||||||||||||||||||
Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | ||||||||||||||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | |||||||||||||||||||||||||
Active Markets | Observable Inputs | Unobservable | To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | |||||||||||||||||||||||||
for Identical | (Level 2) | Inputs (Level 3) | ||||||||||||||||||||||||||
Items | Items measured at fair value on a recurring basis include money market mutual funds, restricted cash and warrants to purchase redeemable convertible preferred stock. During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value using Level 3 inputs. The following fair value hierarchy table presents information about each major category of the Company's financial assets and liabilities measured at fair value on a recurring basis: | |||||||||||||||||||||||||||
(Level 1) | ||||||||||||||||||||||||||||
December 31, 2013 | ||||||||||||||||||||||||||||
Assets | Quoted Prices | Significant | Significant | Total | ||||||||||||||||||||||||
Money market mutual funds | $ | 35,551,000 | $ | — | $ | — | $ | 35,551,000 | in Active | Other | Unobservable | |||||||||||||||||
Restricted cash | 112,000 | — | — | 112,000 | Markets for | Observable | Inputs | |||||||||||||||||||||
Total assets | $ | 35,663,000 | $ | — | $ | — | $ | 35,663,000 | Identical Items | Inputs | (Level 3) | |||||||||||||||||
Liabilities | (Level 1) | (Level 2) | ||||||||||||||||||||||||||
Warrants to purchase redeemable preferred stock | $ | — | $ | — | $ | 350,519 | $ | 350,519 | December 31, 2012 | |||||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 350,519 | $ | 350,519 | Assets | |||||||||||||||||||
September 30, 2014 | Money market mutual funds | $ | 3,050,003 | $ | — | $ | — | $ | 3,050,003 | |||||||||||||||||||
Assets | Restricted cash | 214,000 | — | — | 214,000 | |||||||||||||||||||||||
Money market mutual funds | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||
U.S. Treasury Bills | — | — | — | — | | | | | | | | | | | | | | | ||||||||||
Restricted cash | 112,000 | — | — | 112,000 | Total assets | $ | 3,264,003 | $ | — | $ | — | $ | 3,264,003 | |||||||||||||||
Total assets | $ | 112,000 | $ | — | $ | — | $ | 112,000 | ||||||||||||||||||||
Liabilities | | | | | | | | | | | | | | | ||||||||||||||
Warrants to purchase common stock | $ | — | $ | — | $ | 95,741 | $ | 95,741 | | | | | | | | | | | | | | | ||||||
Total liabilities | $ | — | $ | — | $ | 95,741 | $ | 95,741 | ||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||
The U.S. Treasury Bills and money market mutual funds noted above are included in cash and cash equivalents in the accompanying balance sheets. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the three or nine months ended September 30, 2013 or 2014. However, as of September 30, 2014, all existing funds previously held in money market mutual funds had been recently transferred to the Company’s operating bank account pending transition to a new banking provider. As of the date of this report, these amounts have been transferred back from the operating bank account to money market mutual funds. | Warrants to purchase redeemable preferred stock | $ | — | $ | — | $ | 1,393,674 | $ | 1,393,674 | |||||||||||||||||||
The following table sets forth a summary of changes in the fair value of the Company’s warrant liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs: | | | | | | | | | | | | | | | ||||||||||||||
Total liabilities | $ | — | $ | — | $ | 1,393,674 | $ | 1,393,674 | ||||||||||||||||||||
Warrant | ||||||||||||||||||||||||||||
Liability | | | | | | | | | | | | | | | ||||||||||||||
Balance as of December 31, 2013 | $ | 350,519 | | | | | | | | | | | | | | | ||||||||||||
Amounts acquired or issued | — | |||||||||||||||||||||||||||
Changes in estimated fair value | (109,522 | ) | December 31, 2013 | |||||||||||||||||||||||||
Amounts reclassified to additional paid-in capital | (145,256 | ) | Assets | |||||||||||||||||||||||||
Balance as of September 30, 2014 | $ | 95,741 | Money market mutual funds | $ | 35,551,000 | $ | — | $ | — | $ | 35,551,000 | |||||||||||||||||
Restricted cash | 112,000 | — | — | 112,000 | ||||||||||||||||||||||||
In connection with the issuance of debt, on September 19, 2014, the Company issued to the lenders and the placement agent in the transaction warrants to purchase an aggregate of 7,678 shares of the Company’s common stock. These detachable warrant instruments have qualified for equity classification and have been allocated upon the relative fair value of the base instrument and the warrants, according to the guidance of ASC 470-20-25-2. See Note 4 for additional information. | ||||||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
In connection with the issuance and sale of the Company’s Series B-1 preferred shares in 2011, the Company issued to the purchasers warrants to purchase 1,650,000 shares of the Company’s Series B-1 Preferred Stock. Additionally, in connection with a banking facility entered into in 2011, the Company issued a warrant to purchase 125,000 shares of Series B preferred stock. As of December 31, 2013, the fair value of the warrants outstanding of $350,519 was recognized as a liability in the Company’s balance sheet in accordance with the guidance for accounting for certain financial instruments with characteristics of both liabilities and equity as the warrants entitle the holder to purchase preferred stock that is considered contingently redeemable. Upon the Company’s IPO, 1,100,000 of the outstanding Series B-1 warrants were net exercised into 20,273 shares of common stock and the remaining fair value of $145,256 associated with these particular warrants was reclassified to additional paid-in capital. The warrant to purchase 125,000 shares of Series B preferred stock was converted into a warrant to purchase up to 20,161 shares of the Company’s common stock and remains outstanding with a fair value recorded as a liability of $95,741 at September 30, 2014 as it contains a cash settlement feature upon certain strategic transactions. | Total assets | $ | 35,663,000 | $ | — | $ | — | $ | 35,663,000 | |||||||||||||||||||
The fair value of the warrants classified as liabilities on each re-measurement date is estimated using the Black-Scholes option pricing model. For this liability, the Company develops its own assumptions that do not have observable inputs or available market data to support the fair value. This method of valuation involves using inputs such as the fair value of the Company’s various classes of preferred stock, stock price volatility, the contractual term of the warrants, risk free interest rates and dividend yields. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. The following assumptions were used at September 30, 2014 and December 31, 2013: | | | | | | | | | | | | | | | ||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||
Common stock | Series B-1 | Series B | Liabilities | |||||||||||||||||||||||||
warrant liability | preferred stock | preferred stock | Warrants to purchase redeemable preferred stock | $ | — | $ | — | $ | 350,519 | $ | 350,519 | |||||||||||||||||
warrant liability | warrant liability | |||||||||||||||||||||||||||
Estimated remaining term | 7.59 years | 0.25 years | 8.4 years | | | | | | | | | | | | | | | |||||||||||
Dividend yield | 0.00 | % | 0.00 | % | 0.00 | % | Total liabilities | $ | — | $ | — | $ | 350,519 | $ | 350,519 | |||||||||||||
Risk-free interest rate | 2.27 | % | 0.38 | % | 2.75 | % | ||||||||||||||||||||||
Fair value of underlying instrument | $ | $ | $ | | | | | | | | | | | | | | | |||||||||||
6.42 | 7.00 | 7.00 | | | | | | | | | | | | | | | ||||||||||||
Volatility | 77 | % | 71 | % | 70 | % | ||||||||||||||||||||||
The warrant liability is recorded on its own line item on the Company’s Balance Sheet and is marked-to-market at each reporting period with the change in fair value recorded on its own line in the Statement of Operations and Comprehensive Loss. | The following table sets forth a summary of changes in the fair value of the Company's preferred warrant liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs: | |||||||||||||||||||||||||||
Redeemable | ||||||||||||||||||||||||||||
Convertible | ||||||||||||||||||||||||||||
Preferred | ||||||||||||||||||||||||||||
Stock Warrant | ||||||||||||||||||||||||||||
Liability | ||||||||||||||||||||||||||||
Balance as of December 31, 2011 | 1,336,543 | |||||||||||||||||||||||||||
Amounts acquired or issued | 101,707 | |||||||||||||||||||||||||||
Changes in estimated fair value | (44,576 | ) | ||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
Balance as of December 31, 2012 | 1,393,674 | |||||||||||||||||||||||||||
Amounts acquired or issued | (801,677 | ) | ||||||||||||||||||||||||||
Changes in estimated fair value | (241,478 | ) | ||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 350,519 | ||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
The money market mutual funds noted above are included in cash and cash equivalents in the accompanying balance sheets. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the years ended December 31, 2012 or 2013. | ||||||||||||||||||||||||||||
The fair value of the warrants on the date of issuance and on each re-measurement date of those warrants classified as liabilities is estimated using the Black-Scholes option pricing model using the following assumptions: contractual life according to the remaining terms of the warrants at December 31, 2012 and 1.1 years at December 31, 2013, no dividend yield, weighted average risk-free interest rate of 1.92% and 0.62% at December 31, 2012 and 2013, respectively, fair value of underlying instrument of $1.00 share and $1.13 per share at December 31, 2012 and 2013, respectively, and weighted average volatility of 80% and 71% at December 31, 2012 and 2013, respectively. For this liability, the Company developed its own assumptions that do not have observable inputs or available market data to support the fair value. This method of valuation involves using inputs such as the fair value of the Company's various classes of preferred stock, stock price volatility, the contractual term of the warrants, risk free interest rates and dividend yields. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. The Company accounts for its redeemable convertible preferred stock warrants as liabilities in accordance with the guidance for accounting for certain financial instruments with characteristics of both liabilities and equity as the warrants entitle the holder to purchase preferred stock that is considered contingently redeemable. The warrant liability is recorded on its own line item on the Company's Balance Sheets. The warrant liability is marked-to-market each reporting period with the change in fair value recorded on its own line in the Statement of Operations and Comprehensive Loss until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified as an equity instrument. | ||||||||||||||||||||||||||||
Recent Accounting Pronouncements | ' | ' | ||||||||||||||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |||||||||||||||||||||||||||
On June 10, 2014, FASB issued ASU No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”). ASU 2014-10 eliminates the accounting and reporting differences in U.S. GAAP between development stage entities and other operating entities, including the presentation of inception-to-date financial statement information and the development stage entity financial statement label. FASB guidance related to Risks and Uncertainties and FASB guidance utilized to determine if an entity is a variable interest entity now applies to entities that have not commenced planned principal operations. These changes will provide more consistent consolidation analysis and decisions among reporting entities. While these amendments are retrospectively effective for annual reporting periods beginning after December 15, 2014, early adoption is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. The Company has elected early adoption in the current period. The Company’s adoption of this standard did not have a significant impact on its financial position, results of operations or cash flows. | On April 5, 2012, the Jump-Start Our Business Startups Act (the JOBS Act) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an "emerging growth company." The Company is considered an emerging growth company, but has elected to not take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. As a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. | |||||||||||||||||||||||||||
In August 2014, the FASB issued ASU No. 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,” which defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. The pronouncement is effective for annual reporting periods ending after December 15, 2016 with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. | In February 2013, FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income" ('ASU 2013-02). ASU 2013-02 requires companies to present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. The adoption of this standard did not have a significant impact on its financial position, results of operations or cash flows. | |||||||||||||||||||||||||||
Recovered_Sheet2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | ' | ||||||||||||||||||||||||||
Schedule of major category of financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ||||||||||||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | |||||||||||||||||||||||||
Active Markets | Observable Inputs | Unobservable | ||||||||||||||||||||||||||
for Identical | (Level 2) | Inputs (Level 3) | ||||||||||||||||||||||||||
Items | ||||||||||||||||||||||||||||
(Level 1) | ||||||||||||||||||||||||||||
December 31, 2013 | Quoted Prices | Significant | Significant | Total | ||||||||||||||||||||||||
Assets | in Active | Other | Unobservable | |||||||||||||||||||||||||
Money market mutual funds | $ | 35,551,000 | $ | — | $ | — | $ | 35,551,000 | Markets for | Observable | Inputs | |||||||||||||||||
Restricted cash | 112,000 | — | — | 112,000 | Identical Items | Inputs | (Level 3) | |||||||||||||||||||||
Total assets | $ | 35,663,000 | $ | — | $ | — | $ | 35,663,000 | (Level 1) | (Level 2) | ||||||||||||||||||
Liabilities | December 31, 2012 | |||||||||||||||||||||||||||
Warrants to purchase redeemable preferred stock | $ | — | $ | — | $ | 350,519 | $ | 350,519 | Assets | |||||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 350,519 | $ | 350,519 | Money market mutual funds | $ | 3,050,003 | $ | — | $ | — | $ | 3,050,003 | |||||||||||
September 30, 2014 | Restricted cash | 214,000 | — | — | 214,000 | |||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||
Money market mutual funds | $ | — | $ | — | $ | — | $ | — | | | | | | | | | | | | | | | ||||||
U.S. Treasury Bills | — | — | — | — | Total assets | $ | 3,264,003 | $ | — | $ | — | $ | 3,264,003 | |||||||||||||||
Restricted cash | 112,000 | — | — | 112,000 | ||||||||||||||||||||||||
Total assets | $ | 112,000 | $ | — | $ | — | $ | 112,000 | | | | | | | | | | | | | | | ||||||
Liabilities | | | | | | | | | | | | | | | ||||||||||||||
Warrants to purchase common stock | $ | — | $ | — | $ | 95,741 | $ | 95,741 | ||||||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 95,741 | $ | 95,741 | Liabilities | |||||||||||||||||||
Warrants to purchase redeemable preferred stock | $ | — | $ | — | $ | 1,393,674 | $ | 1,393,674 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Total liabilities | $ | — | $ | — | $ | 1,393,674 | $ | 1,393,674 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
December 31, 2013 | ||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||
Money market mutual funds | $ | 35,551,000 | $ | — | $ | — | $ | 35,551,000 | ||||||||||||||||||||
Restricted cash | 112,000 | — | — | 112,000 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Total assets | $ | 35,663,000 | $ | — | $ | — | $ | 35,663,000 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Liabilities | ||||||||||||||||||||||||||||
Warrants to purchase redeemable preferred stock | $ | — | $ | — | $ | 350,519 | $ | 350,519 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Total liabilities | $ | — | $ | — | $ | 350,519 | $ | 350,519 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Schedule of changes in the fair value of the Company's preferred warrant liability representing a recurring measurement classified within Level 3, wherein fair value is estimated using significant unobservable inputs | ' | ' | ||||||||||||||||||||||||||
Warrant | ||||||||||||||||||||||||||||
Liability | ||||||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 350,519 | ||||||||||||||||||||||||||
Amounts acquired or issued | — | |||||||||||||||||||||||||||
Changes in estimated fair value | (109,522 | ) | ||||||||||||||||||||||||||
Amounts reclassified to additional paid-in capital | (145,256 | ) | Redeemable | |||||||||||||||||||||||||
Balance as of September 30, 2014 | $ | 95,741 | Convertible | |||||||||||||||||||||||||
Preferred | ||||||||||||||||||||||||||||
Stock Warrant | ||||||||||||||||||||||||||||
Liability | ||||||||||||||||||||||||||||
Balance as of December 31, 2011 | 1,336,543 | |||||||||||||||||||||||||||
Amounts acquired or issued | 101,707 | |||||||||||||||||||||||||||
Changes in estimated fair value | (44,576 | ) | ||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
Balance as of December 31, 2012 | 1,393,674 | |||||||||||||||||||||||||||
Amounts acquired or issued | (801,677 | ) | ||||||||||||||||||||||||||
Changes in estimated fair value | (241,478 | ) | ||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 350,519 | ||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
Schedule of assumptions used for valuation of warrants | ' | ' | ||||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||
Common stock | Series B-1 | Series B | ||||||||||||||||||||||||||
warrant liability | preferred stock | preferred stock | ||||||||||||||||||||||||||
warrant liability | warrant liability | |||||||||||||||||||||||||||
Estimated remaining term | 7.59 years | 0.25 years | 8.4 years | |||||||||||||||||||||||||
Dividend yield | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||||||||||||||
Risk-free interest rate | 2.27 | % | 0.38 | % | 2.75 | % | ||||||||||||||||||||||
Fair value of underlying instrument | $ | $ | $ | |||||||||||||||||||||||||
6.42 | 7.00 | 7.00 | ||||||||||||||||||||||||||
Volatility | 77 | % | 71 | % | 70 | % | ||||||||||||||||||||||
Net_Loss_Per_Common_Share_Tabl1
Net Loss Per Common Share (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||
Net Loss Per Common Share | ' | ' | ||||||||||||||||||||
Schedule of computation of basic and diluted net loss per share | ' | ' | ||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||
Basic and diluted net loss per common share calculation: | ||||||||||||||||||||||
Net loss and comprehensive loss | $ | (15,534,872 | ) | $ | (8,781,978 | ) | $ | (36,403,967 | ) | $ | (16,345,740 | ) | ||||||||||
Accretion of redeemable convertible preferred stock | — | (85,562 | ) | (28,521 | ) | (248,149 | ) | |||||||||||||||
Net loss attributable to common stockholders | $ | (15,534,872 | ) | $ | (8,867,540 | ) | $ | (36,432,488 | ) | $ | (16,593,889 | ) | Year Ended December 31, | |||||||||
Weighted average common shares outstanding | 26,366,300 | 793,268 | 23,036,366 | 746,587 | 2012 | 2013 | ||||||||||||||||
Net loss per share of common stock—basic and diluted | $ | (0.59 | ) | $ | (11.18 | ) | $ | (1.58 | ) | $ | (22.23 | ) | Basic and diluted net loss per common share calculation: | |||||||||
Net loss | $ | (15,635,658 | ) | (23,251,435 | ) | |||||||||||||||||
Accretion of redeemable convertible preferred stock | (316,642 | ) | (333,710 | ) | ||||||||||||||||||
| | | | | | | | |||||||||||||||
Net loss attributable to common stockholders | $ | (15,952,300 | ) | $ | (23,585,145 | ) | ||||||||||||||||
| | | | | | | | |||||||||||||||
| | | | | | | | |||||||||||||||
Weighted average common shares outstanding | 673,191 | 793,806 | ||||||||||||||||||||
| | | | | | | | |||||||||||||||
| | | | | | | | |||||||||||||||
Net loss per share of common stock—basic and diluted | $ | (23.70 | ) | $ | (29.71 | ) | ||||||||||||||||
| | | | | | | | |||||||||||||||
| | | | | | | | |||||||||||||||
Schedule of outstanding securities excluded from the computation of diluted weighted shares outstanding as they would have been anti dilutive | ' | ' | ||||||||||||||||||||
September 30, | ||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||
Redeemable convertible preferred stock | — | 15,619,271 | ||||||||||||||||||||
Options outstanding | 3,552,124 | 2,804,264 | ||||||||||||||||||||
Warrants | 30,258 | 288,705 | ||||||||||||||||||||
Total | 3,582,382 | 18,712,240 | December 31, | |||||||||||||||||||
2012 | 2013 | |||||||||||||||||||||
Redeemable convertible preferred stock | 9,689,486 | 15,707,986 | ||||||||||||||||||||
Options outstanding | 1,523,156 | 2,795,746 | ||||||||||||||||||||
Warrants | 288,705 | 199,996 | ||||||||||||||||||||
| | | | | | | | |||||||||||||||
Total | 11,501,347 | 18,703,728 | ||||||||||||||||||||
| | | | | | | | |||||||||||||||
| | | | | | | | |||||||||||||||
Long_Term_Debt_Tables
Long Term Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Long Term Debt | ' | |||||||
Schedule of number of warrants issued or issuable by the Company | ' | |||||||
Entity | Shares Underlying Warrants | Maximum Number of Shares | Maximum Number of Shares | |||||
Issued on the Effective Date | Underlying Warrants Issuable | Underlying Warrants Issuable | ||||||
Assuming Full Draw of Term | Assuming Full Draw of Term | |||||||
Loan B | Loan C | |||||||
Oxford | 4,875 | 40,217 | 40,217 | |||||
Square 1 | 1,950 | 16,087 | 16,087 | |||||
Three Point | 853 | 7,038 | 7,038 | |||||
Term Loan A | ' | |||||||
Long Term Debt | ' | |||||||
Schedule of loan reflected on Balance Sheet | ' | |||||||
September 30, 2014 | ||||||||
Gross proceeds | $ | 2,000,000 | ||||||
Amortization of debt discount | (225,988 | ) | ||||||
Carrying value | $ | 1,774,012 | ||||||
Stockholders_Deficit_Equity_Ta
Stockholders' (Deficit) Equity (Tables) | 9 Months Ended | |||||
Sep. 30, 2014 | ||||||
Stockholders' (Deficit) Equity | ' | |||||
Schedule of redeemable convertible preferred stock outstanding which converted into common shares | ' | |||||
As of December 31, 2013, the Company had outstanding the following redeemable convertible preferred stock that converted into common shares on a one-for-6.2 basis upon consummation of the Company’s IPO: | ||||||
Preferred | Conversion | |||||
Shares | into Common | |||||
Outstanding | Shares upon | |||||
IPO | ||||||
Series A | 25,074,999 | 4,044,354 | ||||
Series B | 30,800,000 | 4,967,741 | ||||
Series B-1 | 4,750,000 | 766,129 | ||||
Series C | 36,764,704 | 5,929,789 | ||||
Total | 97,389,703 | 15,708,013 | ||||
2008_and_2013_Equity_Incentive1
2008 and 2013 Equity Incentive Plans (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||
2008 and 2013 Equity Incentive Plans | ' | ' | ||||||||||||||||||||||||||
Schedule of share-based compensation expense recognized | ' | ' | ||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
Research and development | $ | 304,885 | $ | 235,366 | $ | 921,069 | $ | 355,030 | ||||||||||||||||||||
General and administrative | 389,481 | 89,963 | 968,863 | 144,712 | ||||||||||||||||||||||||
Total stock-based compensation | $ | 694,366 | $ | 325,329 | $ | 1,889,932 | $ | 499,742 | ||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||
2012 | 2013 | |||||||||||||||||||||||||||
Research and development | $ | 124,879 | $ | 609,483 | ||||||||||||||||||||||||
General and administrative | 51,429 | 318,513 | ||||||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||||
Total stock-based compensation | $ | 176,308 | $ | 927,996 | ||||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||||
| | | | | | | | |||||||||||||||||||||
Schedule of options outstanding | ' | ' | ||||||||||||||||||||||||||
Options Outstanding | ||||||||||||||||||||||||||||
Shares Available | Number of | Weighted-Average | Weighted Average | |||||||||||||||||||||||||
for Grant | Shares | Exercise Price | Remaining | |||||||||||||||||||||||||
Contractual | ||||||||||||||||||||||||||||
Term (in years) | Options Outstanding | |||||||||||||||||||||||||||
Balance, December 31, 2013 | 83,465 | 2,795,746 | $ | 2.52 | 8.45 | Shares Available for Grant | Number of Shares | Weighted-Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | |||||||||||||||||||
Authorized | 1,711,290 | — | Balance, December 31, 2011 | 159,523 | 1,563,895 | 0.56 | 8.55 | |||||||||||||||||||||
Granted | (1,044,301 | ) | 1,044,301 | 6.83 | Granted | (221,770 | ) | 221,770 | 0.68 | |||||||||||||||||||
Exercised | — | (170,142 | ) | 0.59 | Exercised | — | (28,459 | ) | 0.12 | |||||||||||||||||||
Forfeitures | 117,781 | (117,781 | ) | 7.4 | Forfeitures | 234,050 | (234,050 | ) | 0.68 | |||||||||||||||||||
Balance, September 30, 2014 | 868,235 | 3,552,124 | $ | 3.72 | 8.28 | |||||||||||||||||||||||
Vested or expected to vest at September 30, 2014 | 3,501,979 | $ | 3.68 | | | | | | | | | | | | | | | |||||||||||
Exercisable at September 30, 2014 | 1,458,087 | $ | 1.98 | Balance, December 31, 2012 | 171,803 | 1,523,156 | 0.56 | 7.89 | ||||||||||||||||||||
Authorized | 1,459,514 | — | ||||||||||||||||||||||||||
Granted | (1,730,156 | ) | 1,730,156 | 3.73 | ||||||||||||||||||||||||
Exercised | (275,262 | ) | 0.3 | |||||||||||||||||||||||||
Forfeitures | 182,304 | (182,304 | ) | 0.95 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Balance, December 31, 2013 | 83,465 | 2,795,746 | 2.52 | 8.45 | ||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Vested or expected to vest at December 31, 2013 | 2,795,746 | 2.52 | 8.45 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Exercisable at December 31, 2013 | 996,263 | 0.9 | 7.09 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Schedule of weighted-average assumptions: | ' | ' | ||||||||||||||||||||||||||
Nine Months | Nine Months | |||||||||||||||||||||||||||
Ended September | Ended September | |||||||||||||||||||||||||||
30, 2014 | 30, 2013 | |||||||||||||||||||||||||||
Risk-free interest rate | 1.82 | % | 1.94 | % | ||||||||||||||||||||||||
Expected term of options (in years) | 5.87 | 6.1 | ||||||||||||||||||||||||||
Expected volatility | 75.9 | % | 80.0 | % | Year Ended December 31, | |||||||||||||||||||||||
Dividend yield | 0 | % | 0 | % | 2012 | 2013 | ||||||||||||||||||||||
Risk-free interest rate | 1.92 | % | 1.52 | % | ||||||||||||||||||||||||
Expected term of options (in years) | 6.1 | 6.1 | ||||||||||||||||||||||||||
Expected volatility | 80 | % | 80.5 | % | ||||||||||||||||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||||||||||||||||
Schedule of shares of common stock reserved for issuance | ' | ' | ||||||||||||||||||||||||||
At September 30, 2014, the Company has reserved the following shares of common stock for issuance: | ||||||||||||||||||||||||||||
Common stock options outstanding | 3,552,124 | |||||||||||||||||||||||||||
Common stock options and restricted stock available for future grant (2013 Plan) | 868,235 | |||||||||||||||||||||||||||
Common stock warrants outstanding | 30,258 | |||||||||||||||||||||||||||
4,450,617 | Common stock options outstanding | 2,795,746 | ||||||||||||||||||||||||||
Common stock options and restricted stock available for future grant | 83,465 | |||||||||||||||||||||||||||
Series A Preferred Stock | 4,044,340 | |||||||||||||||||||||||||||
Series B Preferred Stock | 4,967,732 | |||||||||||||||||||||||||||
Series B-1 Preferred Stock | 766,129 | |||||||||||||||||||||||||||
Series C Preferred Stock | 5,929,785 | |||||||||||||||||||||||||||
Preferred and Common Stock warrants outstanding | 199,996 | |||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
18,787,193 | ||||||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||||
Organization_and_Description_o3
Organization and Description of the Business (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Oct. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 05, 2014 | Mar. 06, 2014 | |
item | item | Initial public offering | Over allotment option exercised by underwriters | |||||||
Organization and Description of the Business | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating segments | ' | ' | ' | 1 | ' | 1 | ' | ' | ' | ' |
Accumulated deficit | ' | ($118,672,817) | ' | ($118,672,817) | ' | ($82,268,850) | ($59,017,415) | ' | ' | ' |
Net loss | ' | -15,534,872 | -8,867,540 | -36,432,488 | -16,593,889 | -23,585,145 | -15,952,300 | ' | ' | ' |
Cash and cash equivalents | ' | 72,224,557 | 47,983,956 | 72,224,557 | 47,983,956 | 37,965,198 | 6,738,659 | 17,060,109 | ' | ' |
Reverse stock split ratio | 0.1613 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Public Offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock sold | ' | ' | ' | ' | ' | ' | ' | ' | 9,250,000 | 270,449 |
Initial public offering price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $7 | $7 |
Aggregate gross proceeds from shares sold | ' | ' | ' | ' | ' | ' | ' | ' | 64,800,000 | 1,900,000 |
Number of outstanding warrants not exercised as part of the IPO | ' | ' | ' | 22,580 | ' | ' | ' | ' | ' | ' |
Shares of common stock issued upon conversion of outstanding convertible preferred stock and net exercise of a portion of warrants | ' | ' | ' | 15,728,286 | ' | ' | ' | ' | ' | ' |
Payment of underwriting discounts and commissions | ' | ' | ' | 4,600,000 | ' | ' | ' | ' | ' | ' |
Offering costs | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' |
Net offering proceeds after deducting underwriting discounts and commissions and offering expenses | ' | ' | ' | 59,534,984 | ' | ' | ' | ' | ' | ' |
Liquidity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated deficit | ' | $118,672,817 | ' | $118,672,817 | ' | $82,268,850 | $59,017,415 | ' | ' | ' |
Recovered_Sheet3
Summary of Significant Accounting Policies (Details) (Recurring basis, USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quoted Prices in Active Markets for Identical Items (Level 1) | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Assets | $112,000 | $35,663,000 | $3,264,003 |
Quoted Prices in Active Markets for Identical Items (Level 1) | Money market mutual funds | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Assets | ' | 35,551,000 | 3,050,003 |
Quoted Prices in Active Markets for Identical Items (Level 1) | Restricted cash | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Assets | 112,000 | 112,000 | 214,000 |
Significant Unobservable Inputs (Level 3) | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Liabilities | 95,741 | 350,519 | 1,393,674 |
Significant Unobservable Inputs (Level 3) | Warrants | Redeemable convertible preferred stock | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Liabilities | ' | 350,519 | 1,393,674 |
Significant Unobservable Inputs (Level 3) | Warrants | Common Stock | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Liabilities | 95,741 | ' | ' |
Total | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Assets | 112,000 | 35,663,000 | 3,264,003 |
Liabilities | 95,741 | 350,519 | 1,393,674 |
Total | Warrants | Redeemable convertible preferred stock | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Liabilities | ' | 350,519 | 1,393,674 |
Total | Warrants | Common Stock | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Liabilities | 95,741 | ' | ' |
Total | Money market mutual funds | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Assets | ' | 35,551,000 | 3,050,003 |
Total | Restricted cash | ' | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Assets | $112,000 | $112,000 | $214,000 |
Recovered_Sheet4
Summary of Significant Accounting Policies (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Changes in the fair value of warrant liability | ' | ' | ' | ' | ' | ' |
Changes in estimated fair value | $11,181 | ($941,356) | $109,522 | ($1,249,849) | $241,478 | $44,576 |
Warrants | ' | ' | ' | ' | ' | ' |
Changes in the fair value of warrant liability | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | 350,519 | ' | ' | ' |
Changes in estimated fair value | ' | ' | -109,522 | ' | ' | ' |
Amounts reclassified to additional paid-in capital | ' | ' | -145,256 | ' | ' | ' |
Balance at the end of the period | $95,741 | ' | $95,741 | ' | ' | ' |
Recovered_Sheet5
Summary of Significant Accounting Policies (Details 3) (USD $) | 9 Months Ended | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 19, 2014 | Sep. 19, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Nov. 30, 2013 | Dec. 31, 2011 | Dec. 31, 2011 | Sep. 30, 2014 | Jul. 08, 2010 | Sep. 30, 2014 | |
Series B-1 convertible preferred stock | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | Series B-1 warrants | Series B-1 warrants | Series B-1 warrants | |||
Maximum | Common Stock | Common Stock | Series B preferred stock | Series B preferred stock | Series B preferred stock | Series B-1 convertible preferred stock | Common Stock | |||||||
Lenders and Placement Agent | Lenders and Placement Agent | Maximum | ||||||||||||
Fair value, warrant liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding warrants (in shares) | 30,258 | ' | ' | ' | ' | ' | ' | 1,225,000 | ' | ' | ' | 1,100,000 | ' | ' |
Number of shares called upon exercise of warrants (in shares) | ' | ' | 1,650,000 | ' | 126,685 | 7,678 | 20,161 | ' | 550,000 | 125,000 | 1,650,000 | ' | 1,700,000 | 20,273 |
Fair value of the warrants outstanding | $95,741 | $350,519 | ' | $95,741 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification of warrant to additional paid-in capital | $145,256 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $145,256 | ' | ' |
Recovered_Sheet6
Summary of Significant Accounting Policies (Details 4) (USD $) | Dec. 31, 2013 | Dec. 15, 2011 | Jul. 08, 2011 | Dec. 15, 2011 | Jul. 08, 2011 | Jul. 08, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2014 |
Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Significant Unobservable Inputs (Level 3) | Significant Unobservable Inputs (Level 3) | Significant Unobservable Inputs (Level 3) | Significant Unobservable Inputs (Level 3) | Significant Unobservable Inputs (Level 3) | ||
Warrants | Warrants | Warrants | Warrants | Warrants | |||||||
Series B-1 convertible preferred stock | Series B convertible preferred stock | Common Stock | |||||||||
Fair value assumptions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated remaining term | ' | ' | ' | ' | ' | ' | '1 year 1 month 6 days | ' | '3 months | '8 years 4 months 24 days | '7 years 7 months 2 days |
Dividend yield (as a percent) | ' | ' | ' | ' | ' | ' | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate (as a percent) | ' | ' | ' | ' | ' | ' | 0.62% | 1.92% | 0.38% | 2.75% | 2.27% |
Fair value of underlying instrument (in dollar per share) | $1 | $1 | $1 | $1 | $1 | $1 | $1.13 | $1 | $7 | $7 | $6.42 |
Volatility (as a percent) | ' | ' | ' | ' | ' | ' | 71.00% | 80.00% | 71.00% | 70.00% | 77.00% |
Net_Loss_Per_Common_Share_Deta1
Net Loss Per Common Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Basic and diluted net loss per common share calculation: | ' | ' | ' | ' | ' | ' |
Net loss and comprehensive loss | ($15,534,872) | ($8,781,978) | ($36,403,967) | ($16,345,740) | ($23,251,435) | ($15,635,658) |
Accretion of redeemable convertible preferred stock | ' | -85,562 | -28,521 | -248,149 | -333,710 | -316,642 |
Net loss attributable to common stockholders | ($15,534,872) | ($8,867,540) | ($36,432,488) | ($16,593,889) | ($23,585,145) | ($15,952,300) |
Weighted average common shares outstanding | 26,366,300 | 793,268 | 23,036,366 | 746,587 | 793,806 | 673,191 |
Net loss per share of common stock-basic and diluted | ($0.59) | ($11.18) | ($1.58) | ($22.23) | ($29.71) | ($23.70) |
Outstanding securities excluded from computation of diluted weighted shares outstanding as they would have been anti dilutive: | ' | ' | ' | ' | ' | ' |
Outstanding securities excluded from computation of diluted weighted shares outstanding (in shares) | ' | ' | 3,582,382 | 18,712,240 | 18,703,728 | 11,501,347 |
Redeemable convertible preferred stock | ' | ' | ' | ' | ' | ' |
Outstanding securities excluded from computation of diluted weighted shares outstanding as they would have been anti dilutive: | ' | ' | ' | ' | ' | ' |
Outstanding securities excluded from computation of diluted weighted shares outstanding (in shares) | ' | ' | ' | 15,619,271 | 15,707,986 | 9,689,486 |
Stock options | ' | ' | ' | ' | ' | ' |
Outstanding securities excluded from computation of diluted weighted shares outstanding as they would have been anti dilutive: | ' | ' | ' | ' | ' | ' |
Outstanding securities excluded from computation of diluted weighted shares outstanding (in shares) | ' | ' | 3,552,124 | 2,804,264 | 2,795,746 | 1,523,156 |
Warrants | ' | ' | ' | ' | ' | ' |
Outstanding securities excluded from computation of diluted weighted shares outstanding as they would have been anti dilutive: | ' | ' | ' | ' | ' | ' |
Outstanding securities excluded from computation of diluted weighted shares outstanding (in shares) | ' | ' | 30,258 | 288,705 | 199,996 | 288,705 |
Long_Term_Debt_Details
Long Term Debt (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 19, 2014 | Sep. 30, 2014 | Sep. 19, 2014 | Sep. 19, 2014 | Sep. 19, 2014 | Sep. 30, 2014 | Sep. 19, 2014 | Sep. 19, 2014 | Sep. 19, 2014 | Sep. 19, 2014 | Sep. 19, 2014 | Sep. 19, 2014 | Sep. 19, 2014 | Sep. 19, 2014 | Sep. 19, 2014 | Sep. 30, 2014 | Sep. 19, 2014 | |
Loan and security agreement | Term Loan A | Term Loan A | Term Loan B | Term Loan C | Term Loans B And C | Lenders | Lenders | Three Point | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | ||||||||
Loan and security agreement | Loan and security agreement | Lenders and Placement Agent | Three Point | Oxford | Square I | Common Stock | Common Stock | |||||||||||||||||
Maximum | Maximum | Lenders and Placement Agent | ||||||||||||||||||||||
Long Term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face amount | ' | ' | ' | ' | ' | ' | ' | $35,000,000 | ' | $2,000,000 | $16,500,000 | $16,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 6.50% | 6.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds | ' | ' | ' | 1,775,012 | ' | ' | 5,300,000 | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt discount | ' | ' | ' | ' | ' | ' | ' | ' | -225,988 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Carrying value | ' | ' | ' | ' | ' | ' | ' | ' | 1,774,012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | 4,333 | 4,487 | 908 | 4,487 | 148,850 | 149,756 | 193,740 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum net cash proceeds from strategic partnerships as a condition to extend the date for payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Facility fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 175,000 | 65,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Additional fee if draws are made on term loans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $175,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Final payment fee due upon that last payment date of the amounts borrowed under the agreement subject to adjustment (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Final payment fee due upon that last payment date of the amounts borrowed under the agreement, scenario 1 (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.10% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Final payment fee due upon that last payment date of the amounts borrowed under the agreement, scenario 2 (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.60% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Final payment fee due upon that last payment date of the amounts borrowed under the agreement, scenario 3 (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment fee as a percent of total amount prepaid if prepayment occurs prior to the first anniversary of the funding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment fee as a percent of total amount prepaid if prepayment occurs between the first and second anniversary of the funding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment fee as a percent of total amount prepaid if prepayment occurs on or after the second anniversary of the funding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5.86 | ' | ' | ' | ' | ' | ' |
Number of trading days prior to the effective date of the agreement that are used to determine the exercise price of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 days | ' | ' | ' | ' | ' | ' | ' |
Number of shares called upon exercise of warrants (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 126,685 | 853 | 4,875 | 1,950 | 20,161 | 7,678 |
Maximum Number of Shares Underlying Warrants Issuable Assuming Full Draw of Term Loan B | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,038 | 40,217 | 16,087 | ' | ' |
Maximum Number of Shares Underlying Warrants Issuable Assuming Full Draw of Term Loan C | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,038 | 40,217 | 16,087 | ' | ' |
Stockholders_Deficit_Equity_De
Stockholders' (Deficit) Equity (Details) (USD $) | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2012 | Feb. 05, 2014 | Mar. 06, 2014 |
Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series B-1 convertible preferred stock | Series C convertible preferred stock | Series C convertible preferred stock | Series C convertible preferred stock | Initial public offering | Over allotment option exercised by underwriters | |||
Stockholders' (deficit) equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,250,000 | 270,449 |
Initial public offering price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7 | $7 |
Aggregate gross proceeds from shares sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $64.80 | $1.90 |
Redeemable convertible preferred stock, conversion ratio | 0.1613 | 0.1613 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares in warrant issued in connection with a banking facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redeemable convertible preferred stock outstanding which converted into common shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Shares Outstanding | ' | 97,389,703 | 25,074,999 | 0 | 25,074,999 | 25,074,999 | 30,800,000 | 0 | 30,800,000 | 30,800,000 | 4,750,000 | 0 | 4,200,000 | 4,200,000 | 36,764,704 | 0 | 0 | ' | ' |
Conversion into Common Shares upon Initial public offering (in shares) | ' | 15,708,013 | 4,044,354 | ' | ' | ' | 4,967,741 | ' | ' | ' | 766,129 | ' | ' | ' | 5,929,789 | ' | ' | ' | ' |
Stockholders_Deficit_Equity_De1
Stockholders' (Deficit) Equity (Details 2) (USD $) | 9 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2011 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 08, 2010 | Sep. 30, 2014 | |
Series B-1 convertible preferred stock | Warrants | Warrants | Warrants | Series B-1 warrants | Series B-1 warrants | Series B-1 warrants | |||||
Series B-1 convertible preferred stock | Common Stock | Common Stock | |||||||||
Maximum | |||||||||||
Warrants liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares called upon exercise of warrants (in shares) | ' | ' | ' | ' | 1,650,000 | ' | 1,650,000 | 20,161 | ' | 1,700,000 | 20,273 |
Outstanding warrants (in shares) | 30,258 | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' |
Reclassification of warrant to additional paid-in capital | $145,256 | ' | ' | ' | ' | ' | ' | ' | $145,256 | ' | ' |
Fair value of the warrants outstanding | $95,741 | ' | $350,519 | ' | ' | $95,741 | ' | ' | ' | ' | ' |
Common stock, shares authorized | 100,000,000 | 132,000,000 | 132,000,000 | 85,000,000 | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, shares authorized | 5,000,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
2008_and_2013_Equity_Incentive2
2008 and 2013 Equity Incentive Plans (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | |
Research and development | Research and development | Research and development | Research and development | Research and development | Research and development | General and administrative | General and administrative | General and administrative | General and administrative | General and administrative | General and administrative | Stock options | Stock options | Stock options | 2008 Plan | 2008 Plan | 2008 Plan | 2008 Plan | 2013 plan | 2013 plan | |||||||
Stock options | Stock options | Stock options | |||||||||||||||||||||||||
Maximum | Maximum | Maximum | |||||||||||||||||||||||||
2008 and 2013 Equity Incentive Plans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares authorized to grant | 1,711,290 | ' | 1,711,290 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,459,514 | ' | ' | 3,310,990 | 3,310,990 | ' | ' | 1,711,290 | ' |
Term of award | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '10 years | ' | '10 years |
Vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | '4 years | ' | '4 years |
Number of shares may further be granted under the plan | 868,235 | ' | 868,235 | ' | 83,465 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 83,465 | 171,803 | 159,523 | ' | ' | ' | ' | ' | ' |
Stock-based compensation | $694,366 | $325,329 | $1,889,932 | $499,742 | $927,996 | $176,308 | $304,885 | $235,366 | $921,069 | $355,030 | $609,483 | $124,879 | $389,481 | $89,963 | $968,863 | $144,712 | $318,513 | $51,429 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2008_and_2013_Equity_Incentive3
2008 and 2013 Equity Incentive Plans (Details 2) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Shares Available for Grant | ' | ' | ' | ' |
Balance at the beginning of the period (in shares) | 83,465 | ' | ' | ' |
Authorized (in shares) | 1,711,290 | ' | ' | ' |
Granted (in shares) | -1,044,301 | ' | ' | ' |
Forfeitures (in shares) | 117,781 | ' | ' | ' |
Balance at the end of the period (in shares) | 868,235 | ' | ' | ' |
Number of Shares | ' | ' | ' | ' |
Balance at the beginning of the period (in shares) | 2,795,746 | ' | ' | ' |
Balance at the end of the period (in shares) | 3,552,124 | ' | ' | ' |
Stock options | ' | ' | ' | ' |
Shares Available for Grant | ' | ' | ' | ' |
Balance at the beginning of the period (in shares) | 83,465 | 171,803 | 159,523 | ' |
Authorized (in shares) | ' | 1,459,514 | ' | ' |
Granted (in shares) | ' | -1,730,156 | -221,770 | ' |
Forfeitures (in shares) | ' | 182,304 | 234,050 | ' |
Balance at the end of the period (in shares) | ' | 83,465 | 171,803 | 159,523 |
Number of Shares | ' | ' | ' | ' |
Balance at the beginning of the period (in shares) | 2,795,746 | 1,523,156 | 1,563,895 | ' |
Granted (in shares) | 1,044,301 | 1,730,156 | 221,770 | ' |
Exercised (in shares) | -170,142 | -275,262 | -28,459 | ' |
Forfeitures (in shares) | -117,781 | -182,304 | -234,050 | ' |
Balance at the end of the period (in shares) | 3,552,124 | 2,795,746 | 1,523,156 | 1,563,895 |
Vested or expected to vest at the end of the period (in shares) | 3,501,979 | 2,795,746 | ' | ' |
Exercisable at the end of the period (in shares) | 1,458,087 | 996,263 | ' | ' |
Weighted-Average Exercise Price | ' | ' | ' | ' |
Balance at the beginning of the period (in dollars per share) | $2.52 | $0.56 | $0.56 | ' |
Granted (in dollars per share) | $6.83 | $3.73 | $0.68 | ' |
Exercised (in dollars per share) | $0.59 | $0.30 | $0.12 | ' |
Forfeitures (in dollars per share) | $7.40 | $0.95 | $0.68 | ' |
Balance at the end of the period (in dollars per share) | $3.72 | $2.52 | $0.56 | $0.56 |
Vested or expected to vest at the end of the period (in dollars per share) | $3.68 | $2.52 | ' | ' |
Exercisable at the end of the period (in dollars per share) | $1.98 | $0.90 | ' | ' |
Weighted Average Remaining Contractual Term | ' | ' | ' | ' |
Options Outstanding at the end of the period | '8 years 3 months 11 days | '8 years 5 months 12 days | '7 years 10 months 20 days | '8 years 6 months 18 days |
2008_and_2013_Equity_Incentive4
2008 and 2013 Equity Incentive Plans (Details 3) (USD $) | 9 Months Ended | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
2008 and 2013 Equity Incentive Plans | ' | ' | ' | ' | ' |
Per share price of Company's closing stock price (in dollars per share) | ' | ' | $1 | ' | ' |
Shares of common stock reserved for issuance | ' | ' | ' | ' | ' |
Common stock options outstanding (in shares) | 3,552,124 | ' | 2,795,746 | ' | ' |
Common stock options and restricted stock available for future grant (2013 Plan) (in shares) | 868,235 | ' | 83,465 | ' | ' |
Common stock warrants outstanding | 30,258 | ' | ' | ' | ' |
Total shares of common stock reserved for issuance | 4,450,617 | ' | 18,787,193 | ' | ' |
Estimated | ' | ' | ' | ' | ' |
Weighted-average assumptions: | ' | ' | ' | ' | ' |
Estimated annual forfeiture rate (as a percent) | 7.00% | 5.00% | 5.00% | ' | ' |
Stock options | ' | ' | ' | ' | ' |
2008 and 2013 Equity Incentive Plans | ' | ' | ' | ' | ' |
Intrinsic value of options exercisable | $6.70 | ' | $6.10 | ' | ' |
Per share price of Company's closing stock price (in dollars per share) | $6.42 | ' | $7 | ' | ' |
Weighted average exercise price (in dollars per share) | $1.98 | ' | $0.90 | ' | ' |
Per-share weighted-average grant date fair value of options granted (in dollars per share) | $4.50 | $2.40 | $2.52 | $0.56 | ' |
Weighted-average assumptions: | ' | ' | ' | ' | ' |
Unrecognized compensation expense | $6.70 | ' | $4.10 | ' | ' |
Weighted average remaining period for recognition of unrecognized compensation expense | '3 years 1 month 2 days | ' | '2 years 7 days | ' | ' |
Shares of common stock reserved for issuance | ' | ' | ' | ' | ' |
Common stock options outstanding (in shares) | 3,552,124 | ' | 2,795,746 | 1,523,156 | 1,563,895 |
Common stock options and restricted stock available for future grant (2013 Plan) (in shares) | ' | ' | 83,465 | 171,803 | 159,523 |
Stock options | Weighted-average | ' | ' | ' | ' | ' |
Weighted-average assumptions: | ' | ' | ' | ' | ' |
Risk-free interest rate (as a percent) | 1.82% | 1.94% | 1.52% | 1.92% | ' |
Expected term of options (in years) | '5 years 10 months 13 days | '6 years 1 month 6 days | '6 years 1 month 6 days | '6 years 1 month 6 days | ' |
Expected volatility (as a percent) | 75.90% | 80.00% | 80.50% | 80.00% | ' |
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% | ' |
Commitments_and_Contingencies_3
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Feb. 05, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | |
Series C convertible preferred stock | Actavis plc (formerly Forest Laboratories Holdings Limited) | Actavis plc (formerly Forest Laboratories Holdings Limited) | Actavis plc (formerly Forest Laboratories Holdings Limited) | Option agreement and a license agreement | Option agreement and a license agreement | Option agreement and a license agreement | Option agreement and a license agreement | Option agreement and a license agreement | Option agreement and a license agreement | Option agreement and a license agreement | Option agreement and a license agreement | |||||
Series C convertible preferred stock | Series C convertible preferred stock | Series C convertible preferred stock | Minimum | Minimum | Maximum | Maximum | Actavis plc (formerly Forest Laboratories Holdings Limited) | Actavis plc (formerly Forest Laboratories Holdings Limited) | Actavis plc (formerly Forest Laboratories Holdings Limited) | Actavis plc (formerly Forest Laboratories Holdings Limited) | ||||||
Series C convertible preferred stock | Series C convertible preferred stock | |||||||||||||||
Licenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration received upon the grant of the option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0 | ' | ' |
Option exercise fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65,000,000 | 65,000,000 | ' | ' |
Aggregate potential consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 365,000,000 | 430,000,000 | ' | ' |
Tiered royalties that could be received, as a percentage of net sales of licensed products | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | 20.00% | 20.00% | ' | ' | ' | ' |
Term of royalty on sales from the first commercial sale of product | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '10 years | ' | ' |
Value of temporary equity purchased by licensee | ' | 120,562,138 | 58,957,834 | 58,641,192 | 59,935,986 | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Value of temporary equity allocated to the option agreement | ' | ' | ' | ' | ' | ' | $30,000,000 | ' | ' | ' | ' | ' | ' | ' | $0 | $0 |
Preferred stock conversion ratio | 0.1613 | 0.1613 | ' | ' | ' | 0.1613 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |