Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | ' |
2. Summary of Significant Accounting Policies |
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Basis of Presentation |
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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. |
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Unaudited Interim Financial Information |
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The accompanying condensed Balance Sheet as of March 31, 2014, and Statements of Operations and Comprehensive Loss and Statements of Cash Flows for the three months ended March 31, 2013 and 2014 and the period from November 9, 2007 (date of inception) to March 31, 2014 and the Statement of Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity from January 1, 2014 to March 31, 2014 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 March 31, 2014 and the results of its operations, its comprehensive loss and its cash flows for the three months ended March 31, 2013 and 2014 and the period from November 9, 2007 (date of inception) to March 31, 2014. The financial data and other information disclosed in these notes related to the three months ended March 31, 2013 and 2014 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. |
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Significant Accounting Policies |
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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 changes to the Company’s significant accounting policies. |
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Use of Estimates |
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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, the accounting for research and development costs, accrued expenses and the recoverability of the Company’s net deferred tax assets and related valuation allowance. |
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Cash and Cash Equivalents |
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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. government securities with one month maturity terms 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. |
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Fair Value Measurements |
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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. |
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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: |
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· Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. |
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· 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. |
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· Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
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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. |
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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: |
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| | 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 | | | | | | | | | |
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 | |
March 31, 2014 | | | | | | | | | |
Assets | | | | | | | | | |
Money market mutual funds | | $ | 10,275,000 | | $ | — | | $ | — | | $ | 10,275,000 | |
U.S. Treasury Bills (one month maturity) | | 79,998,000 | | — | | — | | 79,998,000 | |
Restricted cash | | 112,000 | | — | | — | | 112,000 | |
Total assets | | $ | 90,385,000 | | $ | — | | $ | — | | $ | 90,385,000 | |
Liabilities | | | | | | | | | |
Warrants to purchase common stock | | $ | — | | $ | — | | $ | 106,341 | | $ | 106,341 | |
Total liabilities | | $ | — | | $ | — | | $ | 106,341 | | $ | 106,341 | |
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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 months ended March 31, 2013 or 2014. |
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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: |
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| | Warrant | | | | | | | | | | |
Liability | | | | | | | | | |
Balance as of December 31, 2013 | | $ | 350,519 | | | | | | | | | | |
Amounts acquired or issued | | — | | | | | | | | | | |
Changes in estimated fair value | | (98,922 | ) | | | | | | | | | |
Amounts reclassified to additional paid-in capital | | (145,256 | ) | | | | | | | | | |
Balance as of March 31, 2014 | | $ | 106,341 | | | | | | | | | | |
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In connection with the issuance of the Company’s Series B-1 preferred shares, shareholders received warrants to purchase shares of the Company’s Series B-1 Preferred Stock. Additionally, in connection with a banking facility, 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 initial public offering, 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 $106,341 at March 31, 2014 as it contains a cash settlement feature upon certain strategic transactions. |
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The fair value of the warrants on the date of issuance and 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 December 31, 2013 and March 31, 2014: |
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| | December 31, 2013 | | March 31, 2014 | | | | |
| | Series B-1 | | Series B | | Common stock | | | | |
preferred stock | preferred stock | warrant liability | | | |
warrant liability | warrant liability | | | | |
Estimated remaining term | | 0.25 years | | 8.4 years | | 8.2 years | | | | |
Dividend yield | | 0 | % | 0 | % | 0 | % | | | |
Risk-free interest rate | | 0.38 | % | 2.75 | % | 2.42 | % | | | |
Fair value of underlying instrument | | $ | 7 | | $ | 7 | | $ | 7.86 | | | | |
Volatility | | 71 | % | 70 | % | 74 | % | | | |
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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. |
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Recent Accounting Pronouncements |
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The Company does not anticipate the adoption of recently issued accounting standards to have a significant impact on its financial position, results of operations or cash flows. |