Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 31, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | TREVENA INC | |
Entity Central Index Key | 1,429,560 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding (in shares) | 59,696,065 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 14,037 | $ 24,266 |
Marketable securities | 70,163 | 86,335 |
Prepaid expenses and other current assets | 3,462 | 1,788 |
Total current assets | 87,662 | 112,389 |
Property and equipment, net | 2,921 | 1,059 |
Restricted cash | 1,413 | 1,193 |
Intangible asset, net | 12 | 13 |
Total assets | 92,008 | 114,654 |
Current liabilities: | ||
Accounts payable | 2,290 | 8,749 |
Accrued expenses and other current liabilities | 2,822 | 8,208 |
Current portion of loans payable, net | 7,093 | 5,039 |
Deferred rent | 56 | 52 |
Total current liabilities | 12,261 | 22,048 |
Loans payable, net | 20,895 | 13,270 |
Capital leases, net of current portion | 15 | 18 |
Deferred rent, net of current portion | 2,465 | 187 |
Warrant liability | 19 | 75 |
Other long term liabilities | 747 | 475 |
Total liabilities | 36,402 | 36,073 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity: | ||
Common stock—$0.001 par value; 100,000,000 shares authorized, 59,456,364 and 55,768,414 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 59 | 56 |
Preferred stock—$0.001 par value; 5,000,000 shares authorized, none issued or outstanding at June 30, 2017 and December 31, 2016 | 0 | 0 |
Additional paid-in capital | 382,375 | 364,148 |
Accumulated deficit | (326,771) | (285,625) |
Accumulated other comprehensive income (loss) | (57) | 2 |
Total stockholders’ equity | 55,606 | 78,581 |
Total liabilities and stockholders’ equity | $ 92,008 | $ 114,654 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 59,456,364 | 55,768,414 |
Common stock, shares outstanding (in shares) | 59,456,364 | 55,768,414 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue: | ||||
Collaboration revenue | $ 0 | $ 1,875 | $ 0 | $ 3,750 |
Total revenue | 0 | 1,875 | 0 | 3,750 |
Operating expenses: | ||||
General and administrative | 4,385 | 3,697 | 9,264 | 7,615 |
Research and development | 15,499 | 17,203 | 31,595 | 32,956 |
Total operating expenses | 19,884 | 20,900 | 40,859 | 40,571 |
Loss from operations | (19,884) | (19,025) | (40,859) | (36,821) |
Other income (expense): | ||||
Change in fair value of warrant liability | 19 | 28 | 56 | 70 |
Net (loss) gain on asset disposals | 1 | 0 | 1 | 0 |
Miscellaneous income | 0 | 0 | 628 | 222 |
Interest income | 163 | 214 | 337 | 407 |
Interest expense | (731) | (433) | (1,309) | (873) |
Total other expense | (548) | (191) | (287) | (174) |
Net loss attributable to common stockholders | (20,432) | (19,216) | (41,146) | (36,995) |
Other comprehensive (loss) income, net: | ||||
Unrealized gain (loss) on marketable securities | (8) | 45 | (59) | 281 |
Other comprehensive (loss) income | (8) | 45 | (59) | 281 |
Comprehensive loss | $ (20,440) | $ (19,171) | $ (41,205) | $ (36,714) |
Per share information: | ||||
Net loss per share of common stock, basic and diluted (in dollars per share) | $ (0.35) | $ (0.37) | $ (0.71) | $ (0.71) |
Weighted average common shares outstanding, basic and diluted (in shares) | 58,381,868 | 52,174,569 | 57,642,379 | 51,762,467 |
Statement of Stockholders_ Equi
Statement of Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Common stock, shares issued (in shares) | 55,768,414 | 55,768,414 | |||
Balance, beginning of period (in shares) at Dec. 31, 2016 | 55,768,414 | ||||
Balance, beginning of period at Dec. 31, 2016 | $ 78,581 | $ 56 | $ 364,148 | $ (285,625) | $ 2 |
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation expense | $ 3,687 | 3,687 | |||
Exercise of stock options (in shares) | 283,995 | 283,995 | |||
Exercise of stock options | $ 355 | 355 | |||
Net issuance of common stock warrant | 501 | 501 | |||
Issuance of common stock, net of issuance costs (in shares) | 3,403,955 | ||||
Issuance of common stock, net of issuance costs | 13,687 | $ 3 | 13,684 | ||
Unrealized gain (loss) on marketable securities | (59) | (59) | |||
Net loss | $ (41,146) | (41,146) | |||
Balance, end of period (in shares) at Jun. 30, 2017 | 59,456,364 | 59,456,364 | |||
Balance, end of period at Jun. 30, 2017 | $ 55,606 | $ 59 | $ 382,375 | $ (326,771) | $ (57) |
Common stock, shares issued (in shares) | 59,456,364 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Operating activities: | ||
Net loss | $ (41,146) | $ (36,995) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 158 | 119 |
Stock-based compensation | 3,687 | 2,713 |
Noncash interest expense on loans | 530 | 271 |
Revaluation of warrant liability | (56) | (70) |
Amortization of bond premiums on marketable securities | 316 | 804 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (1,674) | (1,238) |
Accounts payable, accrued expenses and other liabilities | (9,563) | (1,090) |
Deferred revenue | 0 | (3,750) |
Net cash used in operating activities | (47,748) | (39,236) |
Investing activities: | ||
Purchases of property and equipment | (2,019) | (220) |
Maturities of marketable securities | 48,443 | 55,014 |
Purchases of marketable securities | (32,646) | (37,380) |
Net cash provided by investing activities | 13,778 | 17,414 |
Financing activities: | ||
Proceeds from exercise of common stock options | 355 | 61 |
Proceeds from issuance of common stock, net | 13,687 | 11,792 |
Capital lease payments | (3) | (2) |
Proceeds from loans payable, net | 9,921 | 0 |
Net cash provided by financing activities | 23,960 | 11,851 |
Net decrease in cash and cash equivalents | (10,010) | (9,971) |
Cash, cash equivalents and restricted cash—beginning of period | 25,459 | 46,886 |
Cash, cash equivalents and restricted cash—end of period | 15,449 | 36,915 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 778 | 602 |
Capital lease additions | 0 | 9 |
Fair value of common stock warrants issued | $ 184 | $ 0 |
Organization and Description of
Organization and Description of the Business | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of the Business | Organization and Description of the Business Trevena, Inc., or the Company, was incorporated in Delaware as Parallax Therapeutics, Inc. on November 9, 2007. The Company began operations in December 2007, and its name was changed to Trevena, Inc. on January 3, 2008. The Company is a biopharmaceutical company developing innovative therapies based on breakthrough science to benefit patients and healthcare providers confronting serious medical conditions. The Company operates in one segment and has its principal office in Chesterbrook, Pennsylvania. Liquidity At June 30, 2017 , the Company had an accumulated deficit of $326.8 million . The Company’s net loss was $ 41.1 million and $ 37.0 million for the six months ended June 30, 2017 and 2016 , respectively. The Company expects its cash and cash equivalents of $14.0 million and marketable securities of $70.2 million as of June 30, 2017 , together with interest thereon, to be sufficient to fund its operating expenses and capital expenditure requirements into the third quarter of 2018 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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, or 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, or ASC, and Accounting Standards Update, or ASU, of the Financial Accounting Standards Board, or FASB. The Company’s functional currency is the U.S. dollar. The financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s balance sheet as of June 30, 2017 , its results of operations and its comprehensive loss for the three and six months ended June 30, 2017 and 2016 , its statement of stockholders’ equity for the period from January 1, 2017 to June 30, 2017 , and its cash flows for the six months ended June 30, 2017 and 2016 . The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and accompanying notes included in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2016 . Since the date of those financial statements, there have been no changes to the Company’s significant accounting policies. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2017 and 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 , any other interim periods, or any future year or period. Recent Accounting Standards Not Yet Adopted In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), to clarify how certain cash receipts and payments should be presented in the statement of cash flows. The standard is effective for annual periods beginning after December 15, 2017 and interim periods within that reporting period. Early adoption is permitted. The Company is evaluating the effect this standard will have on its financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842 ), which requires lessees to record most leases on their balance sheets and disclose key information about leasing arrangements in an effort to increase transparency and comparability among organizations. The standard is effective for annual periods beginning after December 15, 2018 and interim periods within that reporting period. Early adoption is permitted. The Company is evaluating the effect this standard will have on its financial statements and related disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer in an amount reflecting the consideration it expects to receive in exchange for those goods or services. Additionally, in March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations . ASU 2016-08 amends the principal versus agent guidance in ASU 2014-09 to clarify how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principal to certain types of arrangements. The effective date for both standards is January 1, 2018, with an option that permits companies to adopt the standard as early as the January 1, 2017 . Early application prior to the January 1, 2017 is not permitted. The Company has determined that they will elect the modified retrospective transition method, meaning the cumulative effect of applying the new guidance is recognized at the date of initial application as an adjustment to the opening accumulated deficit balance. Since the Company does not expect to have any open contracts with customers as of December 31, 2017, the adoption of this standard is not expected to have a material impact on the Company's financial statements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement, 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 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. Cash, Cash Equivalents and Marketable Securities The following table presents fair value of the Company’s cash, cash equivalents and marketable securities as of June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 Adjusted Cost Unrealized Gains Unrealized Loss Fair Value Cash and Cash Equivalents Restricted Cash Marketable Securities Cash $ 5,283 $ — $ — $ 5,283 $ 3,870 $ 1,413 $ — Level 1 (1): Money market funds 10,167 — — 10,167 10,167 — — Level 2 (2): U.S. government agency securities 70,222 — (59 ) 70,163 — — 70,163 Total $ 85,672 $ — $ (59 ) $ 85,613 $ 14,037 $ 1,413 $ 70,163 December 31, 2016 Adjusted Cost Unrealized Gains Unrealized Losses Cash and Cash Equivalent Restricted Cash Marketable Securities Fair Value Cash $ 13,756 $ — $ — $ 13,756 $ 12,563 $ 1,193 $ — Level 1 (1): Money market funds 10,043 — — 10,043 10,043 — — Level 2 (2): Cash and cash equivalents 1,660 — — 1,660 1,660 — — U.S. government agency securities 86,333 19 (17 ) 86,335 — — 86,335 Subtotal 87,993 19 (17 ) 87,995 1,660 — 86,335 Total $ 111,792 $ 19 $ (17 ) $ 111,794 $ 24,266 $ 1,193 $ 86,335 ________________ (1) The fair value of Level 1 securities is estimated based on quoted prices in active markets for identical assets or liabilities. (2) The fair value of Level 2 securities is estimated based on observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company classifies investments available to fund current operations as current assets on its balance sheets. As of June 30, 2017 , the Company did not hold any investment securities exceeding a one-year maturity. Unrealized gains and losses on marketable securities are recorded as a separate component of accumulated other comprehensive income (loss) included in stockholders’ equity. The Company recorded an unrealized loss of $(0.1) million and an unrealized gain of $0.3 million during the six months ended June 30, 2017 and 2016 , respectively. Realized gains (losses) are included in interest income (expense) in the statement of operations and comprehensive income (loss) on a specific identification basis. The Company did not record any realized gains or losses during the six months ended June 30, 2017 and 2016 . To date, the Company has not recorded any impairment charges on marketable securities related to other-than-temporary declines in market value. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers between Level 2 and Level 3 during the six months ended June 30, 2017 or the year ended December 31, 2016 . Warrants At June 30, 2017 , there is an outstanding warrant to purchase up to 20,161 shares of the Company’s common stock with a fair value recorded as a liability as it contains a cash settlement feature upon certain strategic transactions. The following table sets forth a summary of changes in the fair value of this 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 (in thousands): Warrant Liability Balance as of December 31, 2016 $ 75 Amounts acquired or issued — Changes in estimated fair value (56 ) Balance as of June 30, 2017 $ 19 On each re-measurement date, the fair value of the warrant classified as a liability 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 common stock, stock price volatility, the contractual term of the warrant, risk-free interest rates and dividend yields. Due to the nature of these inputs, the valuation of the warrant is considered a Level 3 measurement. The following assumptions were used at June 30, 2017 and December 31, 2016 to value the warrant liability: June 30, 2017 December 31, 2016 Estimated remaining term 4.9 years 5.3 years Risk-free interest rate 1.8 % 2.0 % Volatility 77.6 % 77.2 % Dividend yield 0 % 0 % Fair value of underlying instrument* $ 2.30 $ 5.88 __________________________________________________ * Trevena, Inc. closing stock price. The warrant liability is recorded on its own line item on the Company’s balance sheets and is marked-to-market at each reporting period with the change in fair value recorded on its own line in the statements of operations and comprehensive loss. In addition to the outstanding warrant to purchase 20,161 shares of common stock discussed above, the Company has outstanding warrants to purchase an aggregate of 102,930 shares of the Company’s common stock. These warrants qualify for equity classification and have been allocated upon the relative fair value of the base instrument and the warrants. See Note 4 for additional information. 3. Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement, 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 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. Cash, Cash Equivalents and Marketable Securities The following table presents fair value of the Company’s cash, cash equivalents and marketable securities as of June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 Adjusted Cost Unrealized Gains Unrealized Loss Fair Value Cash and Cash Equivalents Restricted Cash Marketable Securities Cash $ 5,283 $ — $ — $ 5,283 $ 3,870 $ 1,413 $ — Level 1 (1): Money market funds 10,167 — — 10,167 10,167 — — Level 2 (2): U.S. government agency securities 70,222 — (59 ) 70,163 — — 70,163 Total $ 85,672 $ — $ (59 ) $ 85,613 $ 14,037 $ 1,413 $ 70,163 December 31, 2016 Adjusted Cost Unrealized Gains Unrealized Losses Cash and Cash Equivalent Restricted Cash Marketable Securities Fair Value Cash $ 13,756 $ — $ — $ 13,756 $ 12,563 $ 1,193 $ — Level 1 (1): Money market funds 10,043 — — 10,043 10,043 — — Level 2 (2): Cash and cash equivalents 1,660 — — 1,660 1,660 — — U.S. government agency securities 86,333 19 (17 ) 86,335 — — 86,335 Subtotal 87,993 19 (17 ) 87,995 1,660 — 86,335 Total $ 111,792 $ 19 $ (17 ) $ 111,794 $ 24,266 $ 1,193 $ 86,335 ________________ (1) The fair value of Level 1 securities is estimated based on quoted prices in active markets for identical assets or liabilities. (2) The fair value of Level 2 securities is estimated based on observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company classifies investments available to fund current operations as current assets on its balance sheets. As of June 30, 2017 , the Company did not hold any investment securities exceeding a one-year maturity. Unrealized gains and losses on marketable securities are recorded as a separate component of accumulated other comprehensive income (loss) included in stockholders’ equity. The Company recorded an unrealized loss of $(0.1) million and an unrealized gain of $0.3 million during the six months ended June 30, 2017 and 2016 , respectively. Realized gains (losses) are included in interest income (expense) in the statement of operations and comprehensive income (loss) on a specific identification basis. The Company did not record any realized gains or losses during the six months ended June 30, 2017 and 2016 . To date, the Company has not recorded any impairment charges on marketable securities related to other-than-temporary declines in market value. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers between Level 2 and Level 3 during the six months ended June 30, 2017 or the year ended December 31, 2016 . Warrants At June 30, 2017 , there is an outstanding warrant to purchase up to 20,161 shares of the Company’s common stock with a fair value recorded as a liability as it contains a cash settlement feature upon certain strategic transactions. The following table sets forth a summary of changes in the fair value of this 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 (in thousands): Warrant Liability Balance as of December 31, 2016 $ 75 Amounts acquired or issued — Changes in estimated fair value (56 ) Balance as of June 30, 2017 $ 19 On each re-measurement date, the fair value of the warrant classified as a liability 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 common stock, stock price volatility, the contractual term of the warrant, risk-free interest rates and dividend yields. Due to the nature of these inputs, the valuation of the warrant is considered a Level 3 measurement. The following assumptions were used at June 30, 2017 and December 31, 2016 to value the warrant liability: June 30, 2017 December 31, 2016 Estimated remaining term 4.9 years 5.3 years Risk-free interest rate 1.8 % 2.0 % Volatility 77.6 % 77.2 % Dividend yield 0 % 0 % Fair value of underlying instrument* $ 2.30 $ 5.88 __________________________________________________ * Trevena, Inc. closing stock price. The warrant liability is recorded on its own line item on the Company’s balance sheets and is marked-to-market at each reporting period with the change in fair value recorded on its own line in the statements of operations and comprehensive loss. In addition to the outstanding warrant to purchase 20,161 shares of common stock discussed above, the Company has outstanding warrants to purchase an aggregate of 102,930 shares of the Company’s common stock. These warrants qualify for equity classification and have been allocated upon the relative fair value of the base instrument and the warrants. See Note 4 for additional information. |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Loans Payable | Loans Payable In September 2014, the Company entered into a loan and security agreement with Oxford Finance LLC and Pacific Western Bank (formerly Square 1Bank) (together, the lenders), pursuant to which the lenders agreed to lend the Company up to $35.0 million in a three -tranche series of term loans (Term Loans A, B, and C). Upon initially entering into the agreement, the Company borrowed $2.0 million under Term Loan A. In April 2015, the Company amended the agreement with the lenders to change the draw period for Term Loan B. In December 2015, the Company further amended the agreement with the lenders to, among other things, change the draw period for Term Loan C, modify the interest only period, and modify the maturity date of the loan. In December 2015, the Company borrowed the Term Loan B tranche of $16.5 million . The Company’s ability to draw an additional $16.5 million under Term Loan C was subject to the satisfaction of one or more specified triggers related to the results of the Company’s Phase 2b clinical trial of TRV027, which were announced in May 2016. Although those triggers were not attained, in December 2016, the Company and the lenders modified the terms and conditions under which the Company could exercise an option to draw $10.0 million of Term Loan C. In March 2017, the Company borrowed the Term Loan C tranche of $10.0 million . Borrowings under Term Loans A and B accrue interest at a fixed rate of 6.50% per annum. Borrowings under Term Loan C accrue interest at a fixed rate of 6.98% per annum. The Company is required to make payments of interest only on borrowings under the loan agreement on a monthly basis through and including January 1, 2018, after which payments of principal in equal monthly installments and accrued interest will be due until the loan matures on March 1, 2020. Upon the last payment date of the amounts borrowed under the agreement, the Company will be required to pay a final payment fee equal to 6.6% of the aggregate amounts borrowed, which is recorded as interest expense over the term of the loans payable. In addition, if the Company repays Term Loan A, Term Loan B, or Term Loan C prior to the applicable maturity date, it will pay the lenders a prepayment fee 2.0% of the total amount prepaid if the prepayment occurs between December 23, 2016 and December 23, 2017, and 1.0% of the total amount prepaid if the prepayment occurs on or after December 24, 2017. 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 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. In connection with entering into the original agreement, the Company issued to the lenders and the placement agent warrants to purchase an aggregate of 7,678 shares of the Company’s common stock; warrants to purchase an aggregate of 5,728 shares remain outstanding as of June 30, 2017 . These warrants are exercisable immediately and have an exercise price of $5.861 per share. The warrants may be exercised on a cashless basis and 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. In connection with the draw of Term Loan B, the Company issued to the lenders and the placement agent additional warrants to purchase an aggregate of 34,961 shares of the Company’s common stock. These warrants have substantially the same terms as those described above, and have an exercise price of $10.6190 per share and an expiration date of December 23, 2025. In connection with draw of Term Loan C, the Company issued to the lenders and placement agent additional warrants to purchase an aggregate of 62,241 shares of our common stock. These warrants have substantially the same terms as those noted above, and have an exercise price of $3.6150 per share and an expiration date of March 31, 2027. 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. As of June 30, 2017 , borrowings of $28.5 million attributable to Term Loans A, B, and C remain outstanding. Interest expense of $0.5 million was recorded during each of the six months ended June 30, 2017 and 2016 . 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 Company incurred immaterial lender and third party costs related to the issuance of Term Loans B and C. The lender costs are classified as a debt discount and the third party costs are classified as debt issuance costs. Per ASU 2015-3, Interest-Imputation of Interest , debt discount and debt issuance costs are to be presented as a contra-liability to the debt on the balance sheet. These costs will be amortized to interest expense over the life of the loans using the effective interest method. Immaterial amounts of debt discount and debt issuance cost were amortized to interest expense during the six months ended June 30, 2017 and 2016 respectively. The following table summarizes how the issuance of Term Loans A, B, and C are reflected on the balance sheet at June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Gross proceeds $ 28,500 $ 18,500 Debt discount and debt issuance costs (512 ) (191 ) Carrying value 27,988 18,309 Current portion of loans payable, net 7,093 5,039 Loans payable, net $ 20,895 $ 13,270 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Equity Offerings On December 14, 2015, the Company entered into an at the market, or ATM, sales agreement with Cowen and Company, LLC, or Cowen, to offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $75.0 million through Cowen as its sales agent. Sales of the shares are deemed to be “at the market offerings”, as defined in Rule 415 under the Securities Act of 1933, as amended. The Company is required to pay Cowen a commission of up to three percent of the gross sales proceeds and has provided Cowen with customary indemnification rights. In 2016 , the Company issued and sold 4,815,491 shares of common stock under this ATM facility at a weighted average price per share of $6.865 . The net offering proceeds to the Company were approximately $32.1 million after deducting related expenses, including commissions. In the six months ended June 30, 2017 , the Company issued and sold an additional 3,403,955 shares of common stock under the ATM facility at a weighted average price per share of $4.13 . The net offering proceeds to the Company were approximately $13.7 million after deducting related expenses, including commissions. As of June 30, 2017 , approximately $27.9 million remained available under the ATM facility. Equity Incentive Plans As further described below, we have three share-based compensation plans that authorize the Company to grant various forms of stock options and restricted stock to eligible employees, directors and consultants to the Company. Under all of such 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 4 years. On December 15, 2016, the Company adopted the Trevena, Inc. Inducement Plan, or the Inducement Plan, which became effective on January 1, 2017. Under the Inducement Plan, the Company reserved 500,000 shares of the Company’s common stock for issuance as nonstatutory stock options and restricted stock unit awards, of which 400,000 shares remain available for issuance as of June 30, 2017 . The only persons eligible to receive grants of awards under the Inducement Plan are individuals who satisfy the standards for inducement grants under NASDAQ Marketplace Rule 5635(c)(4) and the related guidance under Nasdaq IM 5635-1, including individuals who were not previously an employee or director of the Company or are following a bona fide period of non-employment, in each case as an inducement material to such individual’s agreement to enter into employment with the Company. In addition, the Company may grant stock awards under the 2013 Equity Incentive Plan to employees, including officers, non-employee directors and consultants of the Company. The estimated grant-date fair value of the Company’s stock-based awards is amortized ratably over the awards’ service periods. Stock-based compensation expense recognized was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Research and development $ 735 $ 623 $ 1,441 $ 1,129 General and administrative 1,158 887 2,246 1,584 Total stock-based compensation $ 1,893 $ 1,510 $ 3,687 $ 2,713 Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Balance, December 31, 2016 6,370,578 $ 6.10 7.6 Granted 2,826,844 4.72 Exercised (283,995 ) 1.25 Forfeited/Cancelled (393,275 ) 6.80 Balance, June 30, 2017 8,520,152 $ 5.78 8.02 Vested or expected to vest at June 30, 2017 8,520,152 $ 5.78 8.02 Exercisable at June 30, 2017 3,514,623 $ 5.19 6.58 The intrinsic value of the options exercisable as of June 30, 2017 was $0.7 million , based on the Company’s closing stock price of $2.30 per share and a weighted average exercise price of $5.19 per share. At June 30, 2017 , there was $17.7 million of total unrecognized compensation expense related to unvested options that will be recognized over the weighted average remaining period of 2.90 years. 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 common stock. The per-share weighted-average grant date fair value of the options granted to employees and directors during the six months ended June 30, 2017 and 2016 was estimated at $3.20 and $5.34 per share, respectively, on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Six Months Ended 2017 2016 Expected term of options (in years) 6.2 6.2 Risk-free interest rate 2.1 % 1.5 % Expected volatility 75.7 % 67.9 % Dividend yield 0 % 0 % Shares Available for Future Grant At June 30, 2017 , the Company has the following shares available to be granted under the 2013 Plan and the Inducement Plan: 2013 Plan Inducement Plan Available at December 31, 2016 1,101,331 — Authorized 2,230,736 500,000 Granted (2,726,844 ) (100,000 ) Forfeited/Cancelled 393,275 — Available at June 30, 2017 998,498 400,000 Shares Reserved for Future Issuance At June 30, 2017 , the Company has reserved the following shares of common stock for issuance: Stock options outstanding 8,520,152 Shares available for future grant under 2013 Plan 998,498 Shares available for future grant under Inducement Plan 400,000 Employee stock purchase plan 225,806 Warrants outstanding 123,091 Total shares of common stock reserved for future issuance 10,267,547 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings The Company is not involved in any legal proceeding that it expects to have a material effect on its business, financial condition, results of operations and cash flows. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2017 | |
Revenue Recognition [Abstract] | |
Revenue | Revenue For arrangements with multiple elements, the Company recognizes revenue in accordance with the FASB’s Accounting Standards Update No. 2009-13, Multiple-Deliverable Revenue Arrangements, which provides guidance for separating and allocating consideration in a multiple element arrangement. Deliverables under the arrangement are separate units of accounting if the delivered item has value to the customer on a standalone basis and if the arrangement includes a general right of return relative to the delivery or performance of the undelivered item is considered probable and substantially within the Company’s control. The consideration that is fixed or determinable at the inception of the arrangement is allocated to the separate units of accounting based on their relative selling prices. Management exercises significant judgment in determining whether a deliverable is a separate unit of accounting. In determining the separate units of accounting, the Company evaluates whether the components have standalone value to the collaborator based on consideration of the relevant facts and circumstances for each arrangements. Whenever the Company determines that an element is delivered over a period of time, revenue is recognized using either a proportional performance model, if a pattern of performance can be determined, or a straight-line model over the period of performance, which is typically the research and development term. The Company entered into a letter agreement with Allergan plc in March 2015 under which the Company received a nonrefundable upfront fee of $10.0 million . The terms of this agreement contained multiple deliverables which include (i) research and development activities and (ii) testing and analysis related to the Phase 2b trial of TRV027. Collaboration revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, delivery has occurred or the services have been rendered, and the Company has fulfilled its performance obligations under the contract. The collaboration revenue was recorded on a straight-line basis and was fully recognized as of June 30, 2016 . For the three and six months ended June 30, 2016, the Company recognized collaboration revenue of $1.9 million and $3.8 million , respectively. |
Net Loss Per Common Share
Net Loss Per Common Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common Share The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except share and per share data): Three Months Ended Six Months Ended 2017 2016 2017 2016 Basic and diluted net loss per common share calculation: Net loss $ (20,432 ) $ (19,216 ) $ (41,146 ) $ (36,995 ) Net loss attributable to common stockholders $ (20,432 ) $ (19,216 ) $ (41,146 ) $ (36,995 ) Weighted average common shares outstanding 58,381,868 52,174,569 57,642,379 51,762,467 Net loss per share of common stock - basic and diluted $ (0.35 ) $ (0.37 ) $ (0.71 ) $ (0.71 ) The following outstanding securities at June 30, 2017 and 2016 have been excluded from the computation of diluted weighted shares outstanding, as they would have been anti-dilutive: June 30, 2017 2016 Options outstanding 8,520,152 6,480,580 Warrants 123,091 60,850 Total 8,643,243 6,541,430 |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) The following table presents changes in the components of accumulated other comprehensive income (loss) (in thousands): Balance, December 31, 2016 $ 2 Net unrealized loss on marketable securities (59 ) Balance, June 30, 2017 $ (57 ) There were no reclassifications out of accumulated other comprehensive income (loss) during the six months ended June 30, 2017 and 2016 . There was no tax effect during the three and six months ended June 30, 2017 and 2016 . |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
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, or 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, or ASC, and Accounting Standards Update, or ASU, of the Financial Accounting Standards Board, or FASB. The Company’s functional currency is the U.S. dollar. The financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s balance sheet as of June 30, 2017 , its results of operations and its comprehensive loss for the three and six months ended June 30, 2017 and 2016 , its statement of stockholders’ equity for the period from January 1, 2017 to June 30, 2017 , and its cash flows for the six months ended June 30, 2017 and 2016 . The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and accompanying notes included in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2016 . Since the date of those financial statements, there have been no changes to the Company’s significant accounting policies. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2017 and 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 , any other interim periods, or any future year or period. |
Recent Accounting Standards Not Yet Adopted | Recent Accounting Standards Not Yet Adopted In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), to clarify how certain cash receipts and payments should be presented in the statement of cash flows. The standard is effective for annual periods beginning after December 15, 2017 and interim periods within that reporting period. Early adoption is permitted. The Company is evaluating the effect this standard will have on its financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842 ), which requires lessees to record most leases on their balance sheets and disclose key information about leasing arrangements in an effort to increase transparency and comparability among organizations. The standard is effective for annual periods beginning after December 15, 2018 and interim periods within that reporting period. Early adoption is permitted. The Company is evaluating the effect this standard will have on its financial statements and related disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer in an amount reflecting the consideration it expects to receive in exchange for those goods or services. Additionally, in March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations . ASU 2016-08 amends the principal versus agent guidance in ASU 2014-09 to clarify how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principal to certain types of arrangements. The effective date for both standards is January 1, 2018, with an option that permits companies to adopt the standard as early as the January 1, 2017 . Early application prior to the January 1, 2017 is not permitted. |
Fair Value of Financial Instr17
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of cash and available-for-sale securities’ adjusted cost, gross unrealized gains, gross unrealized losses and fair values by significant investment category | The following table presents fair value of the Company’s cash, cash equivalents and marketable securities as of June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 Adjusted Cost Unrealized Gains Unrealized Loss Fair Value Cash and Cash Equivalents Restricted Cash Marketable Securities Cash $ 5,283 $ — $ — $ 5,283 $ 3,870 $ 1,413 $ — Level 1 (1): Money market funds 10,167 — — 10,167 10,167 — — Level 2 (2): U.S. government agency securities 70,222 — (59 ) 70,163 — — 70,163 Total $ 85,672 $ — $ (59 ) $ 85,613 $ 14,037 $ 1,413 $ 70,163 December 31, 2016 Adjusted Cost Unrealized Gains Unrealized Losses Cash and Cash Equivalent Restricted Cash Marketable Securities Fair Value Cash $ 13,756 $ — $ — $ 13,756 $ 12,563 $ 1,193 $ — Level 1 (1): Money market funds 10,043 — — 10,043 10,043 — — Level 2 (2): Cash and cash equivalents 1,660 — — 1,660 1,660 — — U.S. government agency securities 86,333 19 (17 ) 86,335 — — 86,335 Subtotal 87,993 19 (17 ) 87,995 1,660 — 86,335 Total $ 111,792 $ 19 $ (17 ) $ 111,794 $ 24,266 $ 1,193 $ 86,335 ________________ (1) The fair value of Level 1 securities is estimated based on quoted prices in active markets for identical assets or liabilities. (2) The fair value of Level 2 securities is estimated based on observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
Schedule of changes in the fair value of the Company's warrant liability representing a recurring measurement classified within Level 3, wherein fair value is estimated using significant unobservable inputs | The following table sets forth a summary of changes in the fair value of this 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 (in thousands): Warrant Liability Balance as of December 31, 2016 $ 75 Amounts acquired or issued — Changes in estimated fair value (56 ) Balance as of June 30, 2017 $ 19 |
Schedule of assumptions used for valuation of warrants | The following assumptions were used at June 30, 2017 and December 31, 2016 to value the warrant liability: June 30, 2017 December 31, 2016 Estimated remaining term 4.9 years 5.3 years Risk-free interest rate 1.8 % 2.0 % Volatility 77.6 % 77.2 % Dividend yield 0 % 0 % Fair value of underlying instrument* $ 2.30 $ 5.88 __________________________________________________ * Trevena, Inc. closing stock price. |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of loans reflected on the balance sheet | The following table summarizes how the issuance of Term Loans A, B, and C are reflected on the balance sheet at June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Gross proceeds $ 28,500 $ 18,500 Debt discount and debt issuance costs (512 ) (191 ) Carrying value 27,988 18,309 Current portion of loans payable, net 7,093 5,039 Loans payable, net $ 20,895 $ 13,270 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share-based compensation expense recognized | The estimated grant-date fair value of the Company’s stock-based awards is amortized ratably over the awards’ service periods. Stock-based compensation expense recognized was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Research and development $ 735 $ 623 $ 1,441 $ 1,129 General and administrative 1,158 887 2,246 1,584 Total stock-based compensation $ 1,893 $ 1,510 $ 3,687 $ 2,713 |
Summary of stock option activity | Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Balance, December 31, 2016 6,370,578 $ 6.10 7.6 Granted 2,826,844 4.72 Exercised (283,995 ) 1.25 Forfeited/Cancelled (393,275 ) 6.80 Balance, June 30, 2017 8,520,152 $ 5.78 8.02 Vested or expected to vest at June 30, 2017 8,520,152 $ 5.78 8.02 Exercisable at June 30, 2017 3,514,623 $ 5.19 6.58 |
Schedule of weighted-average assumptions: | The per-share weighted-average grant date fair value of the options granted to employees and directors during the six months ended June 30, 2017 and 2016 was estimated at $3.20 and $5.34 per share, respectively, on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Six Months Ended 2017 2016 Expected term of options (in years) 6.2 6.2 Risk-free interest rate 2.1 % 1.5 % Expected volatility 75.7 % 67.9 % Dividend yield 0 % 0 % |
Schedule of shares of common stock reserved/available | At June 30, 2017 , the Company has reserved the following shares of common stock for issuance: Stock options outstanding 8,520,152 Shares available for future grant under 2013 Plan 998,498 Shares available for future grant under Inducement Plan 400,000 Employee stock purchase plan 225,806 Warrants outstanding 123,091 Total shares of common stock reserved for future issuance 10,267,547 At June 30, 2017 , the Company has the following shares available to be granted under the 2013 Plan and the Inducement Plan: 2013 Plan Inducement Plan Available at December 31, 2016 1,101,331 — Authorized 2,230,736 500,000 Granted (2,726,844 ) (100,000 ) Forfeited/Cancelled 393,275 — Available at June 30, 2017 998,498 400,000 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted net loss per share | The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except share and per share data): Three Months Ended Six Months Ended 2017 2016 2017 2016 Basic and diluted net loss per common share calculation: Net loss $ (20,432 ) $ (19,216 ) $ (41,146 ) $ (36,995 ) Net loss attributable to common stockholders $ (20,432 ) $ (19,216 ) $ (41,146 ) $ (36,995 ) Weighted average common shares outstanding 58,381,868 52,174,569 57,642,379 51,762,467 Net loss per share of common stock - basic and diluted $ (0.35 ) $ (0.37 ) $ (0.71 ) $ (0.71 ) |
Schedule of outstanding securities excluded from the computation of diluted weighted shares outstanding as they would have been anti-dilutive | The following outstanding securities at June 30, 2017 and 2016 have been excluded from the computation of diluted weighted shares outstanding, as they would have been anti-dilutive: June 30, 2017 2016 Options outstanding 8,520,152 6,480,580 Warrants 123,091 60,850 Total 8,643,243 6,541,430 |
Other Comprehensive Income (L21
Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive income (loss), net of tax | The following table presents changes in the components of accumulated other comprehensive income (loss) (in thousands): Balance, December 31, 2016 $ 2 Net unrealized loss on marketable securities (59 ) Balance, June 30, 2017 $ (57 ) |
Organization and Description 22
Organization and Description of the Business (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)segment | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Number of operating segments | segment | 1 | ||||
Liquidity | |||||
Accumulated deficit | $ 326,771 | $ 326,771 | $ 285,625 | ||
Net loss | 20,432 | $ 19,216 | 41,146 | $ 36,995 | |
Cash and cash equivalents | 14,037 | 14,037 | 24,266 | ||
Marketable securities | $ 70,163 | $ 70,163 | $ 86,335 |
Fair Value of Financial Instr23
Fair Value of Financial Instruments - Hierarchy Table (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Fair value | |||||
Unrealized gain (loss) on marketable securities | $ (8,000) | $ 45,000 | $ (59,000) | $ 281,000 | |
Transfers into Level 3 | 0 | $ 0 | |||
Transfers out of Level 3 | 0 | 0 | |||
Restricted cash | |||||
Fair value | |||||
Fair Value | 1,413,000 | 1,413,000 | 1,193,000 | ||
Total | |||||
Fair value | |||||
Adjusted Cost | 85,672,000 | 85,672,000 | 111,792,000 | ||
Unrealized Gains | 0 | 0 | 19,000 | ||
Unrealized Losses | (59,000) | (59,000) | (17,000) | ||
Fair Value | 85,613,000 | 85,613,000 | 111,794,000 | ||
Total | Cash and cash equivalents | |||||
Fair value | |||||
Fair Value | 14,037,000 | 14,037,000 | 24,266,000 | ||
Total | Restricted cash | |||||
Fair value | |||||
Fair Value | 1,413,000 | 1,413,000 | 1,193,000 | ||
Total | Marketable Securities. | |||||
Fair value | |||||
Fair Value | 70,163,000 | 70,163,000 | 86,335,000 | ||
Cash | |||||
Fair value | |||||
Adjusted Cost | 5,283,000 | 5,283,000 | 13,756,000 | ||
Fair Value | 5,283,000 | 5,283,000 | 13,756,000 | ||
Cash | Cash and cash equivalents | |||||
Fair value | |||||
Fair Value | 3,870,000 | 3,870,000 | 12,563,000 | ||
Level 1 | Money market mutual funds | |||||
Fair value | |||||
Adjusted Cost | 10,167,000 | 10,167,000 | 10,043,000 | ||
Fair Value | 10,167,000 | 10,167,000 | 10,043,000 | ||
Level 1 | Money market mutual funds | Cash and cash equivalents | |||||
Fair value | |||||
Fair Value | 10,167,000 | 10,167,000 | 10,043,000 | ||
Level 2 | |||||
Fair value | |||||
Adjusted Cost | 87,993,000 | ||||
Unrealized Gains | 19,000 | ||||
Unrealized Losses | (17,000) | ||||
Fair Value | 87,995,000 | ||||
Level 2 | Cash and cash equivalents | |||||
Fair value | |||||
Fair Value | 1,660,000 | ||||
Level 2 | Marketable Securities. | |||||
Fair value | |||||
Fair Value | 86,335,000 | ||||
Level 2 | Cash and cash equivalents | |||||
Fair value | |||||
Adjusted Cost | 1,660,000 | ||||
Fair Value | 1,660,000 | ||||
Level 2 | U.S. government agency securities | |||||
Fair value | |||||
Adjusted Cost | 70,222,000 | 70,222,000 | 86,333,000 | ||
Unrealized Gains | 19,000 | ||||
Unrealized Losses | (59,000) | (59,000) | (17,000) | ||
Fair Value | 70,163,000 | 70,163,000 | 86,335,000 | ||
Level 2 | U.S. government agency securities | Marketable Securities. | |||||
Fair value | |||||
Fair Value | $ 70,163,000 | $ 70,163,000 | $ 86,335,000 |
Fair Value of Financial Instr24
Fair Value of Financial Instruments - Warrants (Details) | Jun. 30, 2017shares |
Common Stock | Warrants | Maximum | |
Warrants | |
Number of shares that can be purchased upon exercise of warrants (in shares) | 20,161 |
Fair Value of Financial Instr25
Fair Value of Financial Instruments - Summary of Changes in Warrant Liability (Details) - Warrants - Warrant Liability $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance as of December 31, 2016 | $ 75 |
Amounts acquired or issued | 0 |
Changes in estimated fair value | (56) |
Balance as of June 30, 2017 | $ 19 |
Fair Value of Financial Instr26
Fair Value of Financial Instruments - Warrant Liability Assumptions (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Term Loans A, B and C | Warrants | ||
Warrants | ||
Number of shares that can be purchased upon exercise of warrants (in shares) | 102,930 | |
Level 3 | Warrants | ||
Fair value assumptions | ||
Estimated remaining term (in years) | 4 years 10 months 30 days | 5 years 3 months 18 days |
Risk-free interest rate (as a percent) | 1.80% | 2.00% |
Volatility (as a percent) | 77.60% | 77.20% |
Dividend yield (as a percent) | 0.00% | 0.00% |
Fair value of underlying instrument (in dollars per share) | $ 2.30 | $ 5.88 |
Loans Payable - Narrative (Deta
Loans Payable - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)tranche$ / sharesshares | |
Warrants | ||||||||
Interest expense | $ 731,000 | $ 433,000 | $ 1,309,000 | $ 873,000 | ||||
Loan and security agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 35,000,000 | |||||||
Debt number of tranches | tranche | 3 | |||||||
Term Loans A, B and C | ||||||||
Fees | ||||||||
Final payment fee due upon that last payment date of the amounts borrowed under the agreement subject to adjustment (as a percent) | 6.60% | |||||||
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 | ||||||||
Gross proceeds | $ 28,500,000 | $ 28,500,000 | $ 18,500,000 | |||||
Interest expense | $ 500,000 | $ 500,000 | ||||||
Term Loans A and B | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate (as a percent) | 6.50% | 6.50% | ||||||
Term Loan A | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 2,000,000 | |||||||
Warrants | ||||||||
Debt discount | 200,000 | |||||||
Deferred financing fees | $ 100,000 | |||||||
Term Loan B | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 16,500,000 | |||||||
Term Loan C | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 10 | $ 10 | ||||||
Debt borrowing capacity | $ 16,500,000 | |||||||
Interest rate (as a percent) | 6.98% | 6.98% | ||||||
Warrants | Term Loans A, B and C | ||||||||
Warrants | ||||||||
Number of shares that can be purchased upon exercise of warrants (in shares) | shares | 102,930 | 102,930 | ||||||
Warrants | Common Stock | Term Loan A | ||||||||
Warrants | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 5.861 | |||||||
Number of shares that can be purchased upon exercise of warrants (in shares) | shares | 5,728 | 5,728 | 7,678 | |||||
Warrants | Common Stock | Term Loan B | ||||||||
Warrants | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 10.6190 | |||||||
Number of shares that can be purchased upon exercise of warrants (in shares) | shares | 34,961 | |||||||
Warrants | Common Stock | Term Loan C | ||||||||
Warrants | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 3.6150 | $ 3.6150 | ||||||
Number of shares that can be purchased upon exercise of warrants (in shares) | shares | 62,241 | 62,241 |
Loans Payable - Schedule of Deb
Loans Payable - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Carrying value | $ 20,895 | $ 13,270 |
Current portion of loans payable, net | 7,093 | 5,039 |
Term Loans A, B and C | ||
Debt Instrument [Line Items] | ||
Gross proceeds | 28,500 | 18,500 |
Debt discount and debt issuance costs | (512) | (191) |
Carrying value | 27,988 | 18,309 |
Current portion of loans payable, net | 7,093 | 5,039 |
Loans payable, net | $ 20,895 | $ 13,270 |
Stockholders' Equity - Equity O
Stockholders' Equity - Equity Offerings (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 14, 2015 | Jun. 30, 2017 | Dec. 31, 2016 |
Equity Offerings | |||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Issuance of common stock, net of issuance costs | $ 13,687 | ||
Maximum | |||
Equity Offerings | |||
Common stock, par value (in dollars per share) | $ 0.001 | ||
At Market Sales Facility | |||
Equity Offerings | |||
Issuance of common stock, net of issuance costs (in shares) | 3,403,955 | 4,815,491 | |
Issuance of common stock, net of issuance costs | $ 13,700 | $ 32,100 | |
Remaining amount available | $ 27,900 | ||
At Market Sales Facility | Maximum | |||
Equity Offerings | |||
Offering price | $ 75,000 | ||
Commission (as percent) | 3.00% | ||
At Market Sales Facility | Weighted-average | |||
Equity Offerings | |||
Offering price (in dollars per share) | $ 4.13 | $ 6.865 | |
2013 plan | |||
Equity Offerings | |||
Number of shares available for grant (in shares) | 998,498 | 1,101,331 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,230,736 | ||
Share Based Compensation Arrangement by Share Based Payment Award Decrease In Shares Available for Grant Due to Options Granted | (2,726,844) | ||
Share Based Compensation Arrangement by Share Based Payment Award Decrease In Shares Available for Grant Due to Options Forfeited | 393,275 | ||
Inducement Plan | |||
Equity Offerings | |||
Number of shares available for grant (in shares) | 400,000 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 500,000 | ||
Share Based Compensation Arrangement by Share Based Payment Award Decrease In Shares Available for Grant Due to Options Granted | (100,000) | ||
Share Based Compensation Arrangement by Share Based Payment Award Decrease In Shares Available for Grant Due to Options Forfeited | 0 |
Stockholders' Equity - Equity I
Stockholders' Equity - Equity Incentive Plans (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 15, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 1,893 | $ 1,510 | $ 3,687 | $ 2,713 | ||
Research and development | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | 735 | 623 | 1,441 | 1,129 | ||
General and administrative | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 1,158 | $ 887 | $ 2,246 | $ 1,584 | ||
Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Term of award (in years) | 10 years | |||||
Vesting period (in years) | 4 years | |||||
Inducement Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Increase in number of shares authorized for issuance (in shares) | 400,000 | 500,000 |
Stockholders' Equity - Options
Stockholders' Equity - Options Outstanding (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Number of Shares | ||
Balance at the beginning of the period (in shares) | 6,370,578 | |
Granted (in shares) | 2,826,844 | |
Exercised (in shares) | (283,995) | |
Forfeited/Cancelled (in shares) | (393,275) | |
Balance at the end of the period (in shares) | 8,520,152 | 6,370,578 |
Vested or expected to vest at the end of the period (in shares) | 8,520,152 | |
Exercisable at the end of the period (in shares) | 3,514,623 | |
Weighted-Average Exercise Price | ||
Balance at the beginning of the period (in dollars per share) | $ 6.10 | |
Granted (in dollars per share) | 4.72 | |
Exercised (in dollars per share) | 1.25 | |
Forfeitures/Expirations (in dollars per share) | 6.80 | |
Balance at the end of the period (in dollars per share) | 5.78 | $ 6.10 |
Vested or expected to vest at the end of the period (in dollars per share) | 5.78 | |
Exercisable at the end of the period (in dollars per share) | $ 5.19 | |
Weighted Average Remaining Contractual Term | ||
Options Outstanding at the end of the period | 8 years 7 days | 7 years 7 months 6 days |
Vested or expected to vest at the end of the period | 8 years 7 days | |
Exercisable at the end of the period | 6 years 6 months 29 days |
Stockholder's Equity - Shares A
Stockholder's Equity - Shares Available for Future Issuance (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Intrinsic value of options exercisable | $ 0.7 | |||
Weighted average exercise price (in dollars per share) | $ 5.19 | |||
Shares Reserved for Future Issuance | ||||
Stock options outstanding (in shares) | 8,520,152 | 6,370,578 | ||
Employee stock purchase plan (in shares) | 225,806 | |||
Warrants outstanding (in shares) | 123,091 | |||
Total shares of common stock reserved for issuance (in shares) | 10,267,547 | |||
2013 plan | ||||
Shares Available for Future Grant | ||||
Balance at the beginning of the period (in shares) | 1,101,331 | |||
Authorized (in shares) | 2,230,736 | |||
Granted (in shares) | (2,726,844) | |||
Forfeitures/Cancelled (in shares) | 393,275 | |||
Balance at the end of the period (in shares) | 998,498 | |||
Shares Reserved for Future Issuance | ||||
Shares available for future grant (in shares) | 1,101,331 | 998,498 | 1,101,331 | |
Inducement Plan | ||||
Shares Available for Future Grant | ||||
Balance at the beginning of the period (in shares) | 0 | |||
Authorized (in shares) | 500,000 | |||
Granted (in shares) | (100,000) | |||
Forfeitures/Cancelled (in shares) | 0 | |||
Balance at the end of the period (in shares) | 400,000 | |||
Shares Reserved for Future Issuance | ||||
Shares available for future grant (in shares) | 0 | 400,000 | 0 | |
Options outstanding | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Per share price of Company's closing stock price (in dollars per share) | $ 2.30 | |||
Unrecognized compensation expense | $ 17.7 | |||
Weighted average remaining period for recognition of unrecognized compensation expense (in years) | 2 years 10 months 24 days | |||
Per-share weighted-average grant date fair value of options granted (in dollars per share) | $ 3.20 | $ 5.34 | ||
Options outstanding | Weighted-average | ||||
Weighted-average assumptions: | ||||
Expected term of options (in years) | 6 years 2 months 12 days | 6 years 2 months 12 days | ||
Risk-free interest rate (as a percent) | 2.10% | 1.50% | ||
Expected volatility (as a percent) | 75.70% | 67.90% | ||
Dividend yield (as a percent) | 0.00% | 0.00% |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue | |||||
Collaboration revenue | $ 0 | $ 1,875 | $ 0 | $ 3,750 | |
Allergan | |||||
Revenue | |||||
Collaboration revenue | $ 1,900 | $ 1,900 | $ 3,800 | ||
Nonrefundable upfront fee | $ 10,000 |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Basic and diluted net loss per common share calculation: | ||||
Net loss | $ (20,432) | $ (19,216) | $ (41,146) | $ (36,995) |
Net loss attributable to common stockholders | $ (20,432) | $ (19,216) | $ (41,146) | $ (36,995) |
Weighted average common shares outstanding (in shares) | 58,381,868 | 52,174,569 | 57,642,379 | 51,762,467 |
Net loss per share of common stock—basic and diluted (in dollars per share) | $ (0.35) | $ (0.37) | $ (0.71) | $ (0.71) |
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) | 8,643,243 | 6,541,430 | ||
Options outstanding | ||||
Outstanding securities excluded from computation of diluted weighted shares outstanding as they would have been anti dilutive: | ||||
Outstanding securities excluded from computation of diluted weighted shares outstanding (in shares) | 8,520,152 | 6,480,580 | ||
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) | 123,091 | 60,850 |
Other Comprehensive Income (L35
Other Comprehensive Income (Loss) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax. | ||||
Balance, beginning of period | $ 78,581,000 | |||
Balance, end of period | $ 55,606,000 | 55,606,000 | ||
Reclassifications out of accumulated other comprehensive income or loss, net of tax | 0 | $ 0 | ||
Tax effect | 0 | $ 0 | 0 | $ 0 |
Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax. | ||||
Balance, beginning of period | 2,000 | |||
Net unrealized loss on marketable securities | (59,000) | |||
Balance, end of period | $ (57,000) | $ (57,000) |