Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 04, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'TREVENA INC | ' |
Entity Central Index Key | '0001429560 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 26,383,281 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Balance_Sheets
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_Parenthetical
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 |
Series A convertible preferred stock | ' | ' |
Redeemable convertible preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Redeemable convertible preferred stock, shares authorized | 0 | 25,074,999 |
Redeemable convertible preferred stock, shares issued | 0 | 25,074,999 |
Redeemable convertible preferred stock, shares outstanding | 0 | 25,074,999 |
Redeemable convertible preferred stock, liquidation preference (in dollars) | ' | $25,074,999 |
Series B convertible preferred stock | ' | ' |
Redeemable convertible preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Redeemable convertible preferred stock, shares authorized | 0 | 35,500,000 |
Redeemable convertible preferred stock, shares issued | 0 | 30,800,000 |
Redeemable convertible preferred stock, shares outstanding | 0 | 30,800,000 |
Redeemable convertible preferred stock, liquidation preference (in dollars) | ' | 30,800,000 |
Series B 1 convertible preferred stock | ' | ' |
Redeemable convertible preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Redeemable convertible preferred stock, shares authorized | 0 | 6,000,000 |
Redeemable convertible preferred stock, shares issued | 0 | 4,750,000 |
Redeemable convertible preferred stock, shares outstanding | 0 | 4,750,000 |
Redeemable convertible preferred stock, liquidation preference (in dollars) | ' | 4,200,000 |
Series C convertible preferred stock | ' | ' |
Redeemable convertible preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Redeemable convertible preferred stock, shares authorized | 0 | 37,000,000 |
Redeemable convertible preferred stock, shares issued | 0 | 36,764,704 |
Redeemable convertible preferred stock, shares outstanding | 0 | 36,764,704 |
Redeemable convertible preferred stock, liquidation preference (in dollars) | ' | $59,999,997 |
Statements_of_Operations_and_C
Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenue: | ' | ' | ' | ' |
Grant revenue | ' | ' | ' | $84,980 |
Collaboration revenue | ' | ' | ' | 50,000 |
Total revenue | ' | ' | ' | 134,980 |
Operating expenses: | ' | ' | ' | ' |
General and administrative | 2,536,807 | 1,210,875 | 7,033,492 | 2,843,587 |
Research and development | 13,006,568 | 6,629,932 | 29,671,114 | 12,239,679 |
Total operating expenses | 15,543,375 | 7,840,807 | 36,704,606 | 15,083,266 |
Loss from operations | -15,543,375 | -7,840,807 | -36,704,606 | -14,948,286 |
Other income (expense): | ' | ' | ' | ' |
Change in fair value of warrant liability | 11,181 | -941,356 | 109,522 | -1,249,849 |
Miscellaneous income | ' | 1,093 | 184,015 | 1,245 |
Interest income | 1,809 | ' | 11,589 | ' |
Interest expense | -4,487 | -908 | -4,487 | -148,850 |
Total other income (expense) | 8,503 | -941,171 | 300,639 | -1,397,454 |
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) |
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) |
Weighted average shares outstanding, basic and diluted (in shares) | 26,366,300 | 793,268 | 23,036,366 | 746,587 |
Statements_of_Redeemable_Conve
Statements of Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity (USD $) | 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 | Accumulated Deficit | Total |
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, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | 15,708,013 |
Balance at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $958 | $697,283 | ($82,268,850) | ($81,570,609) |
Balance at Dec. 31, 2013 | ' | ' | 25,024,373 | ' | ' | 30,778,700 | ' | ' | 4,823,079 | ' | ' | 59,935,986 | ' | ' | ' | 120,562,138 |
Balance (in shares) at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 957,756 | ' | ' | 957,756 |
Balance (in shares) at Dec. 31, 2013 | ' | ' | 25,074,999 | ' | ' | 30,800,000 | ' | ' | 4,750,000 | ' | ' | 36,764,704 | ' | ' | ' | 97,389,703 |
Increase (Decrease) in Temporary Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion of Series A, Series B/B-1 and Series C convertible preferred stock to its redemption value | ' | ' | 1,688 | ' | ' | 709 | ' | ' | 23,990 | ' | ' | 2,134 | ' | ' | ' | 28,521 |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 170 | 100,888 | ' | 101,058 |
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 | 4,044 | 25,022,017 | 25,026,061 | 4,968 | 30,774,441 | 30,779,409 | 766 | 4,846,303 | 4,847,069 | 5,930 | 59,932,190 | 59,938,120 | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,521 | 59,525,463 | ' | 59,534,984 |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $26,377 | $182,906,231 | ($118,672,817) | $64,259,791 |
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_Flows
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_o
Organization and Description of the Business | 9 Months Ended |
Sep. 30, 2014 | |
Organization and Description of the Business | ' |
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. | |
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. | |
Reverse Stock Split | |
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. | |
Initial Public Offering | |
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. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
2. Summary of Significant Accounting Policies | ||||||||||||||
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. | ||||||||||||||
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. | ||||||||||||||
Significant Accounting Policies | ||||||||||||||
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. | ||||||||||||||
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 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 | ||||||||||||||
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. | ||||||||||||||
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 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 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. | ||||||||||||||
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: | ||||||||||||||
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 | ||||||
September 30, 2014 | ||||||||||||||
Assets | ||||||||||||||
Money market mutual funds | $ | — | $ | — | $ | — | $ | — | ||||||
U.S. Treasury Bills | — | — | — | — | ||||||||||
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 | ||||||
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. | ||||||||||||||
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: | ||||||||||||||
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 | ) | ||||||||||||
Balance as of September 30, 2014 | $ | 95,741 | ||||||||||||
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: | ||||||||||||||
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 | % | ||||||||
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. | ||||||||||||||
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. | ||||||||||||||
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. | ||||||||||||||
Net_Loss_Per_Common_Share
Net Loss Per Common Share | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Net Loss Per Common Share | ' | |||||||||||||
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: | ||||||||||||||
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 | ) | ||
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 | ) | ||
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 | ||||||||||||
Options outstanding | 3,552,124 | 2,804,264 | ||||||||||||
Warrants | 30,258 | 288,705 | ||||||||||||
Total | 3,582,382 | 18,712,240 | ||||||||||||
Long_Term_Debt
Long Term Debt | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Long Term Debt. | ' | |||||||
Long Term Debt | ' | |||||||
4. Long Term Debt | ||||||||
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: | ||||||||
· | 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 | |||||||
· | 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. | |||||||
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. | ||||||||
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_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies. | ' |
Commitments and Contingencies | ' |
7. Commitments and Contingencies | |
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. | |
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. | |
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 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. | |
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. | |
Legal Proceedings | |
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. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
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. | ||||||||||||||
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 | ||||||||||||||
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 | ||||||||||||||
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. | ||||||||||||||
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 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 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. | ||||||||||||||
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: | ||||||||||||||
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 | ||||||
September 30, 2014 | ||||||||||||||
Assets | ||||||||||||||
Money market mutual funds | $ | — | $ | — | $ | — | $ | — | ||||||
U.S. Treasury Bills | — | — | — | — | ||||||||||
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 | ||||||
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. | ||||||||||||||
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: | ||||||||||||||
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 | ) | ||||||||||||
Balance as of September 30, 2014 | $ | 95,741 | ||||||||||||
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: | ||||||||||||||
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 | % | ||||||||
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. | ||||||||||||||
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. | ||||||||||||||
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. | ||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
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 | ||||||||||||||
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 | ||||||
September 30, 2014 | ||||||||||||||
Assets | ||||||||||||||
Money market mutual funds | $ | — | $ | — | $ | — | $ | — | ||||||
U.S. Treasury Bills | — | — | — | — | ||||||||||
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 | ||||||
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 | ) | ||||||||||||
Balance as of September 30, 2014 | $ | 95,741 | ||||||||||||
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_Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
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 | ) | ||
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 | ) | ||
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 | ||||||||||||
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 | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
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 | ||||||
Schedule of options outstanding | ' | |||||||||||||
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 | |||||||||||
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 | % | ||||||||||
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 | ||||||||||||||
Organization_and_Description_o1
Organization and Description of the Business (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 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 | Feb. 05, 2014 | Mar. 06, 2014 | |
item | Initial public offering | Over allotment option exercised by underwriters | |||||||
Organization and Description of the Business | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating segments | ' | ' | ' | 1 | ' | ' | ' | ' | ' |
Accumulated deficit | ' | ($118,672,817) | ' | ($118,672,817) | ' | ($82,268,850) | ' | ' | ' |
Net loss | ' | -15,534,872 | -8,867,540 | -36,432,488 | -16,593,889 | ' | ' | ' | ' |
Cash and cash equivalents | ' | 72,224,557 | 47,983,956 | 72,224,557 | 47,983,956 | 37,965,198 | 6,738,659 | ' | ' |
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 | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (Recurring basis, USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
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 |
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 |
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 |
Significant Unobservable Inputs (Level 3) | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' |
Liabilities | 95,741 | 350,519 |
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 |
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 |
Liabilities | 95,741 | 350,519 |
Total | Warrants | Redeemable convertible preferred stock | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' |
Liabilities | ' | 350,519 |
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 |
Total | Restricted cash | ' | ' |
Financial assets and liabilities measured at fair value on a recurring basis | ' | ' |
Assets | $112,000 | $112,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Changes in the fair value of warrant liability | ' | ' | ' | ' |
Changes in estimated fair value | $11,181 | ($941,356) | $109,522 | ($1,249,849) |
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 | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) (USD $) | 9 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 19, 2014 | Sep. 19, 2014 | Sep. 30, 2014 | Dec. 31, 2011 | Dec. 31, 2011 | Sep. 30, 2014 | Sep. 30, 2014 | |
Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | Series B-1 warrants | Series B-1 warrants | |||
Maximum | Common Stock | Common 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 | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' |
Number of shares called upon exercise of warrants (in shares) | ' | ' | ' | 126,685 | 7,678 | 20,161 | 125,000 | 1,650,000 | ' | 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 | ' |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 4) (Significant Unobservable Inputs (Level 3), Warrants, USD $) | 12 Months Ended | 9 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | |
Series B 1 convertible preferred stock | Series B convertible preferred stock | Common Stock | |
Fair value assumptions | ' | ' | ' |
Estimated remaining term | '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% |
Risk-free interest rate (as a percent) | 0.38% | 2.75% | 2.27% |
Fair value of underlying instrument (in dollar per share) | $7 | $7 | $6.42 |
Volatility (as a percent) | 71.00% | 70.00% | 77.00% |
Net_Loss_Per_Common_Share_Deta
Net Loss Per Common Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 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) |
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) |
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 |
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 |
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 |
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 |
Long_Term_Debt_Details
Long Term Debt (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 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 | 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 | ' | ' | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.861 | ' | ' | ' | ' | ' | ' |
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, 2013 | Sep. 30, 2014 | Dec. 31, 2011 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Feb. 05, 2014 | Mar. 06, 2014 |
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 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | 30,800,000 | 0 | ' | 4,750,000 | 0 | 36,764,704 | 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 | Sep. 30, 2014 | Dec. 31, 2011 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Warrants | Warrants | 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 | 20,161 | ' | 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 | ' | ' | ' | ' | ' |
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 | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
2008 and 2013 Equity Incentive Plans | ' | ' | ' | ' | ' |
Number of shares authorized to grant | 1,711,290 | ' | 1,711,290 | ' | ' |
Number of shares may further be granted under the plan | 868,235 | ' | 868,235 | ' | 83,465 |
Stock-based compensation | $694,366 | $325,329 | $1,889,932 | $499,742 | ' |
Research and development | ' | ' | ' | ' | ' |
2008 and 2013 Equity Incentive Plans | ' | ' | ' | ' | ' |
Stock-based compensation | 304,885 | 235,366 | 921,069 | 355,030 | ' |
General and administrative | ' | ' | ' | ' | ' |
2008 and 2013 Equity Incentive Plans | ' | ' | ' | ' | ' |
Stock-based compensation | $389,481 | $89,963 | $968,863 | $144,712 | ' |
2008 Plan | ' | ' | ' | ' | ' |
2008 and 2013 Equity Incentive Plans | ' | ' | ' | ' | ' |
Number of shares authorized to grant | 3,310,990 | ' | 3,310,990 | ' | ' |
2008 Plan | Stock options | Maximum | ' | ' | ' | ' | ' |
2008 and 2013 Equity Incentive Plans | ' | ' | ' | ' | ' |
Term of award | ' | ' | '10 years | ' | ' |
Vesting period | ' | ' | '4 years | ' | ' |
2013 plan | ' | ' | ' | ' | ' |
2008 and 2013 Equity Incentive Plans | ' | ' | ' | ' | ' |
Number of shares authorized to grant | 1,711,290 | ' | 1,711,290 | ' | ' |
2013 plan | Stock options | Maximum | ' | ' | ' | ' | ' |
2008 and 2013 Equity Incentive Plans | ' | ' | ' | ' | ' |
Term of award | ' | ' | '10 years | ' | ' |
Vesting period | ' | ' | '4 years | ' | ' |
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 | |
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 end of the period (in shares) | 3,552,124 | ' |
Stock options | ' | ' |
Number of Shares | ' | ' |
Balance at the beginning of the period (in shares) | 2,795,746 | ' |
Granted (in shares) | 1,044,301 | ' |
Exercised (in shares) | -170,142 | ' |
Forfeitures (in shares) | -117,781 | ' |
Balance at the end of the period (in shares) | 3,552,124 | 2,795,746 |
Vested or expected to vest at the end of the period (in shares) | 3,501,979 | ' |
Exercisable at the end of the period (in shares) | 1,458,087 | ' |
Weighted-Average Exercise Price | ' | ' |
Balance at the beginning of the period (in dollars per share) | $2.52 | ' |
Granted (in dollars per share) | $6.83 | ' |
Exercised (in dollars per share) | $0.59 | ' |
Forfeitures (in dollars per share) | $7.40 | ' |
Balance at the end of the period (in dollars per share) | $3.72 | $2.52 |
Vested or expected to vest at the end of the period (in dollars per share) | $3.68 | ' |
Exercisable at the end of the period (in dollars per share) | $1.98 | ' |
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 |
2008_and_2013_Equity_Incentive4
2008 and 2013 Equity Incentive Plans (Details 3) (USD $) | 9 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Shares of common stock reserved for issuance | ' | ' | ' |
Common stock options outstanding (in shares) | 3,552,124 | ' | ' |
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 | ' | ' |
Estimated | ' | ' | ' |
Weighted-average assumptions: | ' | ' | ' |
Estimated annual forfeiture rate (as a percent) | 7.00% | 5.00% | ' |
Stock options | ' | ' | ' |
2008 and 2013 Equity Incentive Plans | ' | ' | ' |
Intrinsic value of options exercisable | $6.70 | ' | ' |
Per share price of Company's closing stock price (in dollars per share) | $6.42 | ' | ' |
Weighted average exercise price (in dollars per share) | $1.98 | ' | ' |
Per-share weighted-average grant date fair value of options granted (in dollars per share) | $4.50 | $2.40 | ' |
Weighted-average assumptions: | ' | ' | ' |
Unrecognized compensation expense | $6.70 | ' | ' |
Weighted average remaining period for recognition of unrecognized compensation expense | '3 years 1 month 2 days | ' | ' |
Shares of common stock reserved for issuance | ' | ' | ' |
Common stock options outstanding (in shares) | 3,552,124 | ' | 2,795,746 |
Stock options | Weighted-average | ' | ' | ' |
Weighted-average assumptions: | ' | ' | ' |
Risk-free interest rate (as a percent) | 1.82% | 1.94% | ' |
Expected term of options (in years) | '5 years 10 months 13 days | '6 years 1 month 6 days | ' |
Expected volatility (as a percent) | 75.90% | 80.00% | ' |
Dividend yield (as a percent) | 0.00% | 0.00% | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 0 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 05, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
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 | |||
Series C convertible preferred stock | Series C convertible preferred stock | Minimum | Maximum | Actavis plc (formerly Forest Laboratories Holdings Limited) | Actavis plc (formerly Forest Laboratories Holdings Limited) | ||||
Series C convertible preferred stock | |||||||||
Licenses | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration received upon the grant of the option | ' | ' | ' | ' | ' | ' | ' | $0 | ' |
Option exercise fee | ' | ' | ' | ' | ' | ' | ' | 65,000,000 | ' |
Aggregate potential consideration | ' | ' | ' | ' | ' | ' | ' | 365,000,000 | ' |
Tiered royalties that could be received, as a percentage of net sales of licensed products | ' | ' | ' | ' | ' | 10.00% | 20.00% | ' | ' |
Term of royalty on sales from the first commercial sale of product | ' | ' | ' | ' | ' | ' | ' | '10 years | ' |
Value of temporary equity purchased by licensee | ' | 120,562,138 | 59,935,986 | ' | ' | ' | ' | ' | ' |
Value of temporary equity allocated to the option agreement | ' | ' | ' | ' | $30,000,000 | ' | ' | ' | $0 |
Preferred stock conversion ratio | 0.1613 | ' | ' | 0.1613 | ' | ' | ' | ' | ' |