Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 03, 2017 | Jun. 30, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | TREVENA INC | ||
Entity Central Index Key | 1,429,560 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 218.2 | ||
Entity Common Stock, Shares Outstanding | 57,129,584 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 24,266 | $ 46,774 |
Marketable securities | 86,335 | 125,864 |
Prepaid expenses and other current assets | 1,788 | 1,893 |
Total current assets | 112,389 | 174,531 |
Property and equipment, net | 1,059 | 696 |
Restricted cash | 1,193 | 112 |
Intangible asset, net | 13 | 15 |
Total assets | 114,654 | 175,354 |
Current liabilities: | ||
Accounts payable | 8,749 | 6,750 |
Accrued expenses and other current liabilities | 8,208 | 3,030 |
Current portion of loans payable, net | 5,039 | |
Deferred revenue | 3,750 | |
Deferred rent | 52 | 44 |
Total current liabilities | 22,048 | 13,574 |
Loan payable, net | 13,270 | 18,186 |
Capital leases, net of current portion | 18 | 8 |
Deferred rent, net of current portion | 187 | 239 |
Warrant liability | 75 | 153 |
Other long term liabilities | 475 | 63 |
Total liabilities | 36,073 | 32,223 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Common stock—$0.001 par value; 100,000,000 shares authorized, 55,768,414 and 50,802,603 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively | 56 | 51 |
Preferred stock—$0.001 par value; 5,000,000 shares authorized, none issued or outstanding at December 31, 2016 and December 31, 2015 | ||
Additional paid-in capital | 364,148 | 325,784 |
Accumulated deficit | (285,625) | (182,498) |
Accumulated other comprehensive income (loss) | 2 | (206) |
Total stockholders' equity | 78,581 | 143,131 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity | $ 114,654 | $ 175,354 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Balance Sheets | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 55,768,414 | 50,802,603 |
Common stock, shares outstanding | 55,768,414 | 50,802,603 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | |||
Collaboration revenue | $ 3,750 | $ 6,250 | |
Total revenue | 3,750 | 6,250 | |
Operating expenses: | |||
General and administrative | 16,077 | 12,797 | $ 9,403 |
Research and development | 89,956 | 44,074 | 40,547 |
Total operating expenses | 106,033 | 56,871 | 49,950 |
Loss from operations | (102,283) | (50,621) | (49,950) |
Other income (expense): | |||
Change in fair value of warrant liability | 78 | (70) | 122 |
Miscellaneous income | 222 | 174 | 185 |
Net (loss) gain on asset disposals | (16) | (8) | (4) |
Interest income | 743 | 331 | 17 |
Interest expense | (1,738) | (334) | (71) |
Total other (expense) income | (711) | 93 | 249 |
Net loss | (102,994) | (50,528) | (49,701) |
Accretion of redeemable convertible preferred stock | (29) | ||
Net loss attributable to common stockholders | (102,994) | (50,528) | (49,730) |
Other comprehensive income (loss), net: | |||
Unrealized gain (loss) on marketable securities | 208 | (187) | (19) |
Other comprehensive income (loss) | 208 | (187) | (19) |
Comprehensive loss | $ (102,786) | $ (50,715) | $ (49,749) |
Per share information: | |||
Net loss per share of common stock, basic and diluted (in dollars per share) | $ (1.97) | $ (1.15) | $ (2.02) |
Weighted average common shares outstanding, basic and diluted (in shares) | 52,398,521 | 43,794,276 | 24,655,603 |
Statements of Redeemable Conver
Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Series A convertible preferred stock | Series B convertible preferred stock | Series B 1 convertible preferred stock | Series C convertible preferred stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
Balance at Dec. 31, 2013 | $ 25,024 | $ 30,779 | $ 4,823 | $ 59,936 | $ 120,562 | ||||
Balance (in shares) at Dec. 31, 2013 | 25,074,999 | 30,800,000 | 4,750,000 | 36,764,704 | |||||
Increase (Decrease) in Temporary Equity | |||||||||
Accretion of Series A, Series B/B-1 and Series C convertible preferred stock to its redemption value | $ 2 | $ 1 | $ 24 | $ 2 | 29 | ||||
Conversion of Series A convertible preferred stock to common stock upon initial public offering | $ (25,026) | (25,026) | |||||||
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 | $ (30,780) | (30,780) | |||||||
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) | (4,847) | |||||||
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) | (59,938) | |||||||
Conversion of Series C convertible preferred stock to common stock upon initial public offering (in shares) | (36,764,704) | ||||||||
Balance at Dec. 31, 2013 | $ 1 | $ 697 | $ (82,269) | (81,571) | |||||
Balance (in shares) at Dec. 31, 2013 | 957,756 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Stock-based compensation expense | 2,384 | 2,384 | |||||||
Exercise of stock options | 112 | 112 | |||||||
Exercise of stock options (in shares) | 186,682 | ||||||||
Accretion of Series A, Series B/B-1 and Series C convertible preferred stock to its redemption value | (28) | (28) | |||||||
Conversion of Series A convertible preferred stock to common stock | $ 4 | 25,022 | 25,026 | ||||||
Conversion of Series A convertible preferred stock to common stock (in shares) | 4,044,354 | ||||||||
Conversion of Series B convertible preferred stock to common stock | $ 5 | 30,774 | 30,779 | ||||||
Conversion of Series B convertible preferred stock to common stock (in shares) | 4,967,741 | ||||||||
Conversion of Series B-1 convertible preferred stock to common stock | $ 1 | 4,846 | 4,847 | ||||||
Conversion of Series B-1 convertible preferred stock to common stock ( in shares) | 766,129 | ||||||||
Conversion of Series C convertible preferred stock to common stock | $ 6 | 59,932 | 59,938 | ||||||
Conversion of Series C convertible preferred stock to common stock (in shares) | 5,929,789 | ||||||||
Net conversion of preferred stock warrants common stock upon initial public offering (in shares) | 20,273 | ||||||||
Reclassification of convertible preferred stock warrant liability | 145 | 145 | |||||||
Issuance of common stock warrants | 1 | 1 | |||||||
Issuance of common stock, net of issuance costs | $ 22 | 107,268 | 107,290 | ||||||
Issuance of common stock, net of issuance costs (in shares) | 22,368,449 | ||||||||
Unrealized gain (loss) on marketable securities | $ (19) | (19) | |||||||
Net loss | (49,701) | (49,701) | |||||||
Balance at Dec. 31, 2014 | $ 39 | 231,153 | (131,970) | (19) | 99,203 | ||||
Balance (in shares) at Dec. 31, 2014 | 39,241,173 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Stock-based compensation expense | 3,427 | 3,427 | |||||||
Exercise of stock options | $ 1 | 905 | 906 | ||||||
Exercise of stock options (in shares) | 384,033 | ||||||||
Net exercise of common stock warrant (in shares) | 2,397 | ||||||||
Issuance of common stock warrants | 4 | 4 | |||||||
Issuance of common stock, net of issuance costs | $ 11 | 90,295 | 90,306 | ||||||
Issuance of common stock, net of issuance costs (in shares) | 11,175,000 | ||||||||
Unrealized gain (loss) on marketable securities | (187) | (187) | |||||||
Net loss | $ (50,528) | (50,528) | (50,528) | ||||||
Balance at Dec. 31, 2015 | $ 51 | 325,784 | (182,498) | (206) | $ 143,131 | ||||
Balance (in shares) at Dec. 31, 2015 | 50,802,603 | 50,802,603 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Stock-based compensation expense | 5,903 | $ 5,903 | |||||||
Exercise of stock options | 256 | 256 | |||||||
Exercise of stock options (in shares) | 149,622 | ||||||||
Net exercise of common stock warrant (in shares) | 698 | ||||||||
Issuance of common stock, net of issuance costs | $ 5 | 32,072 | 32,077 | ||||||
Issuance of common stock, net of issuance costs (in shares) | 4,815,491 | ||||||||
Unrealized gain (loss) on marketable securities | 208 | 208 | |||||||
Adjustment to accumulated deficit as a result of adoption of ASU 2016-09 | 133 | (133) | |||||||
Net loss | (102,994) | (102,994) | |||||||
Balance at Dec. 31, 2016 | $ 56 | $ 364,148 | $ (285,625) | $ 2 | $ 78,581 | ||||
Balance (in shares) at Dec. 31, 2016 | 55,768,414 | 55,768,414 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities: | |||
Net loss | $ (102,994) | $ (50,528) | $ (49,701) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 246 | 208 | 239 |
Stock-based compensation | 5,903 | 3,427 | 2,383 |
Noncash interest expense on loans | 534 | 180 | 33 |
Loss on disposal of assets | 17 | 11 | 5 |
Revaluation of warrant liability | (78) | 70 | (122) |
Amortization of bond premium on marketable securities | 1,334 | 1,210 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | 104 | (1,224) | 3,197 |
Accounts payable and other liabilities | 7,130 | 2,821 | 4,188 |
Deferred revenue | (3,750) | 3,750 | |
Net cash used in operating activities | (91,554) | (40,075) | (39,778) |
Investing activities: | |||
Purchases of property and equipment | (605) | (361) | (440) |
Purchase of intangible asset | (15) | ||
Maturities of marketable securities | 115,824 | 69,827 | |
Purchases of marketable securities | (77,421) | (126,390) | (70,717) |
Net cash provided by investing activities | 37,798 | (56,939) | (71,157) |
Financing activities: | |||
Proceeds from exercise of common stock options | 256 | 906 | 112 |
Proceeds from loans payable, net | 16,368 | 1,775 | |
Proceeds from issuance of common stock, net | 32,077 | 90,311 | 107,290 |
Capital lease payments | (4) | (3) | (1) |
Net cash provided by financing activities | 32,329 | 107,582 | 109,176 |
Net (decrease) increase in cash and cash equivalents | (21,427) | 10,568 | (1,759) |
Cash, cash equivalents, and restricted cash—beginning of period | 46,886 | 36,318 | 38,077 |
Cash, cash equivalents, and restricted cash—end of period | 25,459 | 46,886 | 36,318 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 1,204 | 155 | 37 |
Capital lease additions | $ 18 | 14 | |
Common Stock | |||
Supplemental disclosure of cash flow information: | |||
Fair value of common stock warrants issued | $ 4 | $ 1 |
Organization and Description of
Organization and Description of the Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization and Description of the Business | |
Organization and Description of the Business | 1. 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 King of Prussia, Pennsylvania. Liquidity At December 31, 2016, the Company had an accumulated deficit of $285.6 million. The Company’s net loss was $103.0 million, $50.5 million and $49.7 million for the years ended December 31,2016, 2015 and 2014, respectively. The Company expects its cash and cash equivalents of $24.3 million and marketable securities of $86.3 million as of December 31, 2016, together with interest thereon, to be sufficient to fund its operating expenses and capital expenditure requirements into the second quarter of 2018. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
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, 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. 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 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 common stock warrants, and the accounting for research and development costs, accrued expenses and the recoverability of the Company’s net deferred tax assets and related valuation allowance. The financial data and other information disclosed in these notes are not necessarily indicative of the results to be expected for any future year or period. Cash and Cash Equivalents and Marketable Securities The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash equivalents are valued at cost, which approximates their fair market value. The Company maintains a portion of its cash and cash equivalent balances in money market mutual funds that invest substantially all of their assets in U.S. government agency securities, U.S. Treasury securities and reverse repurchase agreements, or RRAs. RRAs are collateralized by deposits in the form of ‘Government Securities and Obligations’ for an amount not less than 102% of their value. The Company does not record an asset or liability related to the collateral, as the Company is not permitted to sell or repledge the associated collateral. The Company maintains its marketable securities balances in the form of U.S. Treasury and U.S. government agency securities. The Company classifies its marketable securities as “available-for-sale”, pursuant to ASC Topic 320, Investments—Debt and Equity Securities , or ASC 320, carries them at fair market value and classifies them as current assets on its balance sheets. Unrealized gains and losses on marketable securities are recorded as a separate component of accumulated other comprehensive income/(loss) included in stockholders’ equity. As of December 31, 2016 and 2015, the Company had $86.3 million and $125.9 million, respectively, in available-for-sale investments, all classified as current assets. See Note 3 for additional information. The fair value of the Company’s investments is determined based on observable market quotes or valuation models using assessments of counterparty credit worthiness, credit default risk of underlying security and overall capital market liquidity. The Company reviews unrealized losses associated with available-for-sale securities to determine the classification as “temporary” or “other-than-temporary” impairment. A temporary impairment results in an unrealized loss being recorded in other comprehensive income (loss). If a decline in the fair value is considered other-than-temporary, based on available evidence, the unrealized loss is transferred from other comprehensive income (loss) to the statement of operations. The Company considers various factors in determining the classification, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the issuer or investee, and the Company’s ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. Realized gains (losses) are included in interest income (expense) in the statement of operations and comprehensive income (loss) on a specific identification basis. Restricted Cash The Company maintains $1.1 million as collateral under a letter of credit for the Company’s new facility lease obligations in Wayne, Pennsylvania. The Company also maintains a letter of credit totaling $0.1 million as collateral for the Company’s facility lease obligations in King of Prussia, Pennsylvania. The Company has recorded these deposits and accumulated interest thereon as restricted cash on its balance sheet. Fair Value of Financial Instruments The carrying amount of the Company’s financial instruments, which include cash and cash equivalents, marketable securities, restricted cash, accounts payable and accrued expenses approximate their fair values, given their short-term nature. The carrying amount of the Company’s loans payable at December 31, 2016 and 2015 is the nominal value of the loan payable, which is the carrying value, net of debt discount and deferred charges. The nominal value approximates fair value because the interest rate is reflective of the rate the Company could obtain on debt with similar terms and conditions. Certain of the Company’s common stock warrants are carried at fair value, as disclosed below. The Company has evaluated the estimated fair value of financial instruments using available market information and management’s estimates. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. See Note 3 for additional information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, marketable securities and restricted cash. The Company’s investment policy includes guidelines on the quality of the institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. The Company has no off-balance sheet concentrations of credit risk such as foreign currency exchange contracts, option contracts or other hedging arrangements. Property and Equipment Property and equipment consists of computer and laboratory equipment, software, office equipment, furniture, manufacturing equipment and leasehold improvements and is recorded at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement or sale, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Property and equipment are depreciated on a straight‑line basis over their estimated useful lives. The Company uses a life of three years for computer equipment and five years for laboratory equipment, office equipment, furniture, manufacturing equipment and software. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset. The Company reviews long‑lived assets when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. No impairment losses have been recorded since inception. Intangible Asset Identifiable intangible assets are initially recorded at fair market value at the time of acquisition, utilizing a cost approach and the initial value is amortized over the expected useful life of the asset. The Company also capitalizes costs incurred to renew or extend the term of recognized intangible assets. In 2015, the Company recorded an immaterial intangible asset related to the Company website and expects to recognize amortization in proportional amounts over each of the next eight years. Amortization expense on intangible assets was immaterial for the years ended December 31, 2016 and 2015. The determination of the value of intangible assets requires management to make estimates and assumptions that affect the Company’s consolidated financial statements. The Company assesses potential impairments to intangible assets when there is evidence of events or changes in circumstances that indicate the carrying amount of an asset may not be recovered. The Company’s judgements regarding the existence of impairment indicators and future cash flows related to intangible assets are based on operational performance of the Company, market conditions and other factors. If impairment is indicated, the Company will reduce the carrying value of the intangible assets to fair value. The Company believes the future cash flows to be received from its intangible asset will exceed the intangible asset carrying value, and accordingly, the Company has not recognized any impairment losses through December 31, 2016. Common Stock Warrants Freestanding warrants that are related to the purchase of common stock are classified as liabilities and recorded at fair value regardless of the timing of the redemption feature or the redemption price or the likelihood of redemption. The warrants are subject to re-measurement at each balance sheet date and any change in fair value is recognized as a component of change in fair value of warrant liability in the statements of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. The warrants are classified as Level 3 liabilities (see Note 3 for additional information). Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its business as one operating segment. All long-lived assets of the Company reside in the United States. Revenue The Company recognizes collaboration revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed and determinable, and collectibility is reasonably assured. Research and Development Research and development costs are charged to expense as incurred. These costs include, but are not limited to, employee-related expenses, including salaries, benefits and travel and stock-based compensation of the Company’s research and development personnel; expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical trials and preclinical studies; the cost of acquiring, developing and manufacturing clinical trial materials; other laboratory supplies; allocated facilities, depreciation and other expenses, which include rent and utilities; insurance; and costs associated with preclinical activities and regulatory operations. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as subject enrollment, clinical site activations or information provided to the Company by its vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued research and development expense, as the case may be. As part of the process of preparing its financial statements, the Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants, and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company’s objective is to reflect the appropriate trial expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company may account for these expenses according to the progress of the trial as measured by subject progression and the timing of various aspects of the trial. The Company determines accrual estimates through financial models taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of trials, or the services completed. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in it reporting amounts that are too high or too low for any particular period. For the years ended December 31, 2016, 2015 and 2014, there were no material adjustments to the Company’s prior period estimates of accrued expenses for clinical trials. Stock‑Based Compensation At December 31, 2016, the Company had one stock‑based compensation plan, which is more fully described in Note 7. The Company has applied the fair value recognition provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation , to account for stock-based compensation for employees. The Company recognizes compensation costs related to stock options granted to employees based on the estimated fair value of the awards on the date of grant. Determining the amount of stock-based compensation to be recorded requires us to develop estimates of the fair value of stock-based awards as of their measurement date. The Company recognizes stock-based compensation expense over the requisite service period, which is the vesting period of the award. Calculating the fair value of stock-based awards requires that the Company makes highly subjective assumptions. The Company uses the Black-Scholes option pricing model to value our stock option awards. Use of this valuation methodology requires that the Company makes assumptions as to the volatility of its common stock, the fair value of its common stock on the measurement date, the expected term of its stock options, the risk free interest rate for a period that approximates the expected term of its stock options and its expected dividend yield. Because of the Company’s limited operating history as a publicly traded entity, the Company utilizes data from a representative group of publicly traded companies to estimate expected stock price volatility. The Company selected representative companies from the biopharmaceutical industry with characteristics similar to the Company. The Company use the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment , as the Company does not have sufficient historical stock option activity data to provide a reasonable basis upon which to estimate the expected term of stock options granted to employees. The Company utilizes a dividend yield of zero based on the fact that the Company has never paid cash dividends and has no current intention of paying cash dividends. The risk-free interest rate used for each grant is based on the U.S. Treasury yield curve in effect at the time of grant for instruments with a similar expected life. Under ASC 718, the Company is also required to estimate forfeitures at the time of grant, and revise those estimates in subsequent periods if actual forfeitures differ from the Company’s estimates. In March 2016, the FASB issued ASU 2016-09, Compensation — Stock Compensation (Topic 718), or ASU 2016-09, which provides for improvements to employee share-based payment accounting. The Company early adopted ASU 2016-09 as of December 31, 2016. In connection with the early adoption, the Company elected an accounting policy to record forfeitures as they occur. See Note 14. See Note 7 for a discussion of the assumptions used by the Company in determining the grant date fair value of options granted under the Black‑Scholes option pricing model, as well as a summary of the stock option activity under the Company’s stock‑based compensation plan for all years presented. Income Taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes , or ASC 740, which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. To date, the Company has not taken any uncertain tax position or recorded any reserves, interest or penalties. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss relates to unrealized investment losses on the Company’s marketable securities for all periods presented. Basic and Diluted Net Loss Per Share of Common Stock Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted‑average number of shares of common stock outstanding during the period, excluding the dilutive effects of preferred stock, warrants to purchase preferred stock and stock options. Diluted net loss per share of common stock is computed by dividing the net loss attributable to common stockholders by the sum of the weighted‑average number of shares of common stock outstanding during the period plus the potential dilutive effects of preferred stock and warrants to purchase preferred stock, and stock options outstanding during the period calculated in accordance with the treasury stock method, although these shares, options and warrants are excluded if their effect is anti‑dilutive. Because the impact of these items is anti‑dilutive during periods of net loss, there was no difference between basic and diluted net loss per share of common stock for all periods presented. Recently Adopted Accounting Standards In November 2016, FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash , or ASU 2016-18, which clarifies the presentation of restricted cash and restricted cash equivalents in the statements of cash flows. Under ASU 2016-18 restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. The Company adopted ASU 2016-18 during the three months ended December 31, 2016 on a retrospective basis. As a result, beginning-of-period cash, cash equivalents and restricted cash in the statement of cash flows increased by $0.1 million in 2016, 2015, and 2014. In March 2016, the FASB issued Improvements to Employee Share-Based Payment Accounting , or ASU 2016-09, which amends ASC Topic 718, Compensation—Stock Compensation . ASU 2016-09 is designed to simplify several aspects of accounting for share-based payment award transactions that include the income tax consequences, classification of awards as either equity or liabilities, and classification of excess tax benefits on the statement of cash flows. This guidance also permits an accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The Company elected to early adopt this standard during the three months ended December 31, 2016 and has elected to recognize forfeitures as they occur. The adoption did not have a material effect on the Company’s interim and annual 2016 financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes . The standard requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. Entities are currently required to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. The adoption of this standard did not have an impact on the Company’s financial position or statements of operations. In August 2014, the FASB issued ASU 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 , or ASU 2104-15, 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 within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) . This new rule requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles currently in the U.S. auditing standards. Based on the Company’s analysis, the adoption of ASU 2014-15 as of December 31, 2016 did not have a material impact on the Company’s consolidated financial statements or footnote disclosures , but may require additional disclosures in future periods. Recent Accounting Standards Not Yet Adopted In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), or ASU 2016-15. ASU 2016-15 was issued 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 ), or ASU 2016-02. ASU 2016-02 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, or ASU 2014-09. 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 Accounting Standards Update 2016-08 Revenue from Contracts with Customers, Principal versus Agent Considerations , or ASU 2016-08. 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 standards permit the use of either the retrospective or cumulative effect transition method. The Company is evaluating the transition method that it will elect. The adoption of these standards is not expected to have a material impact on the Company’s financial statement. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement, or 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 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, Restricted Cash, and Marketable Securities The following table presents the Company’s cash, cash equivalents, restricted cash, and marketable securities as of December 31, 2016 and 2015 (in thousands): December 31, 2016 Unrealized Unrealized Cash and Cash Restricted Marketable Adjusted Cost Gains Losses Fair Value Equivalents Cash Securities Cash $ $ — $ — $ $ $ $ — Level 1 (1): Money market funds — — — — Level 2 (2): Cash and cash equivalents — — — — U.S. government agency securities — — Subtotal — Total $ $ $ $ $ $ $ December 31, 2015 Unrealized Unrealized Cash and Cash Restricted Marketable Adjusted Cost Gains Losses Fair Value Equivalents Cash Securities Cash $ $ — $ — $ $ $ $ — Level 1 (1): Money market funds — — — — U.S. Treasury securities — — — Subtotal — — Level 2 (2): Repurchase agreements — — — — U.S. government agency securities — — — Subtotal — — Total $ $ — $ $ $ $ $ (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 on the assets or liabilities. The Company classifies investments available to fund current operations as current assets on its balance sheets. As of December 31, 2016, 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 gain of $0.2 million and an unrealized loss of $0.2 million during the years ended December 31, 2016 and 2015, 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 years ended December 31, 2016 and 2015. 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 in or out of Level 3 in the hierarchy during the years ended December 31, 2016 or 2015. Warrant Liability At December 31, 2016, 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 January 1, 2015 $ Amounts acquired or issued — Changes in estimated fair value Balance as of December 31, 2015 Amounts acquired or issued — Changes in estimated fair value Balance as of December 31, 2016 $ 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 warrants, risk-free interest rates and dividend yields. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. The following assumptions were used at December 31, 2016 and 2015 to determine the warrant liability: December 31, 2016 2015 Estimated remaining term 5.3 years 6.3 years Risk-free interest rate Volatility Dividend yield Fair value of underlying instrument* $ $ * 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 40,689 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 6 for additional information. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment | |
Property and Equipment | 4. Property and Equipment, net Property and equipment consisted of the following (in thousands): Estimated Useful December 31, Life in Years 2016 2015 Laboratory equipment 5 $ $ Computers and software 3 - 5 Office equipment and furniture 5 Manufacturing equipment 5 — Leasehold improvements 5 Leased assets 5 Total property and equipment Less accumulated depreciation and amortization Property and equipment, net $ $ Depreciation and amortization expense was $0.2 million for each of the years ended December 31, 2016, 2015 and 2014. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2016 2015 Compensation and benefits $ $ Clinical trial expenses Other accrued expenses and other current liabilities Total accrued expenses and other current liabilities $ $ |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2016 | |
Loans Payable. | |
Loans Payable | 6. Loans Payable In September 2014, the Company entered into a loan and security agreement with Oxford Finance LLC and Pacific Western Bank (formerly Square 1 Bank), (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. On April 13, 2015, the Company amended the agreement with the lenders to change the draw period for Term Loan B. On December 23, 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 million of Term Loan C. As modified, the Company may draw $10.0 million of Term Loan C no later than March 31, 2017 and upon the lender’s receipt of (a) satisfactory evidence that each of the two Phase 3 efficacy trials of OLINVO (i.e., APOLLO-1 and APOLLO-2) have met their respective primary endpoints and (b) a certificate from the Company concerning the ongoing ATHENA open label safety study of OLINVO. Based on the positive results of the Phase 3 efficacy trials of OLINVO announced in February 2017, the Company believes it is now eligible to draw $10.0 million of Term Loan C under the credit facility until March 31, 2017. Borrowings under Term Loans A and B accrue interest at a fixed rate of 6.50% per annum. The applicable interest rate for Term Loan C will be the greater of (i) 6.5% and (ii) the sum of (a) 6.0% and (b) the 30-day U.S. LIBOR rate as of the date that is three days prior to the funding date of Term Loan C. 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. If during the period from October 4, 2016 to March 31, 2017, the Company has received net cash proceeds of at least $50.0 million from the sale of its equity securities or from a joint venture, collaboration or other strategic partnering transaction, the maturity date will be further extended to December 1, 2020. The Company paid the lenders a facility fee of $0.2 million in connection with the execution of the original agreement and immaterial amendment fees in connection with the execution of the second and third amendments to the agreement. 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. This final payment fee will be further increased to 7.0% if during the period from October 4, 2016 to March 31¸ 2017, the Company has received net cash proceeds of at least $50.0 million from the sale of the Company’s equity securities or from a joint venture, collaboration or other strategic partnering transaction. In addition, if the Company repays Term Loan A and Term Loan B prior to the applicable maturity date, it will pay the Lenders a prepayment fee of 2.0% percent of the total amount prepaid if the prepayment occurs between December 23, 2016 and December 23, 2017, and 1.0% percent 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. Three Point Capital, LLC served as a placement agent in connection with the term loans. The Company paid the agent $0.1 million upon execution of the agreement and $0.1 million upon its draw of Term Loan B. In connection with entering into the agreement, the Company issued to the lenders and the placement agent warrants to purchase an aggregate of 7,678 shares of Trevena common stock; warrants to purchase an aggregate of 5,728 shares remain outstanding as of December 31, 2016. 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. These warrants are exercisable immediately and have an exercise price of $5.8610 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 Trevena common stock. These warrants have substantially the same terms as those noted above, have an exercise price of $10.6190 per share and an expiration date of December 23, 2025. As of December 31, 2016, borrowings of $18.5 million attributable to Term Loans A and B are outstanding. Interest expense of $1.2 million and $0.2 million was recorded during the years ended December 31, 2016 and 2015, respectively, with immaterial amounts recorded in 2014. 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 Loan B. The lender costs are classified as a debt discount and the third party costs are classified as debt issuance costs. Per ASU 2015-03, 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. A total of $0.1 million and $0.1 millions of debt discount and debt issuance costs was amortized to interest expense during the years ended December 31, 2016 and 2015, respectively, with immaterial amounts recorded in 2014. The following table summarizes how the issuance of Term Loans A and B are reflected on the balance sheet at December 31, 2016 (in thousands): December 31, 2016 Gross proceeds $ Debt discount and debt issuance costs Carrying value Current portion of loans payable, net Loans payable, net $ Aggregate maturities of long term debt as of December 31, 2016 are as follows (in thousands): 2017 $ 2018 2019 2020 2021 — $ Debt Discount and deferred financing costs $ |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity | |
Stockholders' Equity | 7. Stockholders’ Equity Equity Offerings Under its certificate of incorporation, the Company was authorized to issue up to 100,000,000 shares of common stock as of December 31, 2016 and December 31, 2015, respectively. The Company also was authorized to issue up to 5,000,000 shares of preferred stock as of December 31, 2016. 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. 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 will pay Cowen a commission of up to three percent of the gross sales proceeds and 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 resulting in gross proceeds of $33.1 million. The net offering proceeds to the Company were approximately $32.1 million after deducting related expenses, including commissions. See Note 15. On September 16, 2015, the Company issued and sold 7,475,000 shares of common stock in a public offering at a price of $9.75 per share, for gross proceeds of approximately $72.9 million. The net offering proceeds to the Company were approximately $68.3 million, after deducting underwriting discounts and commissions of approximately $4.4 million and offering costs of $0.2 million. On April 3, 2015, the Company entered into an ATM agreement with Cowen to offer and sell, from time to time at the Company’s sole discretion, shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $40.0 million through Cowen as its sales agent. The Company paid Cowen a commission of up to three percent of the gross sales proceeds and provided Cowen with customary indemnification rights. In 2015, the Company issued and sold an aggregate of 3,700,000 shares of common stock at a weighted average price per share of $6.0001 for aggregate gross proceeds of $22.9 million. The net offering proceeds to the Company were approximately $22.0 million after deducting related expenses, including commissions. This ATM agreement is no longer in effect. On December 10, 2014, the Company issued and sold 11,250,000 shares of common stock in a public offering of shares as well as 1,598,000 shares of common stock pursuant to the partial exercise of the underwriters’ over-allotment option for a total of 12,848,000 shares at a price of $4.00 per share, for aggregate gross proceeds of approximately $51.4 million. 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 approximately $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. Equity Incentive Plans In 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 restricted stock and stock options to eligible employees, directors and consultants to the Company. In 2013, the Company adopted the 2013 Equity Incentive Plan, as amended on May 14, 2014, collectively, 2013 Plan. The 2013 Plan became effective upon the Company’s entry into the underwriting agreement related to its IPO in January 2014 and, as of such date, no further grants were permitted under the 2008 Plan. The 2013 Plan provides for the grant of incentive stock options, nonstatutory stock options, 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. The 2013 Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock available for issuance under the plan automatically increases on January 1 of each year beginning in 2015. On December 15, 2016, the Company adopted the Trevena, Inc. Inducement Plan, or the Inducement Plan, to be effective on January 1, 2017, pursuant to which the Company reserved 500,000 shares of the Company’s common stock for issuance under the Inducement Plan. The Plan provides for nonstatutory stock options and restricted stock unit awards. 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. Under all 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 (in thousands): Year Ended December 31, 2016 2015 2014 Research and development $ $ $ General and administrative Total stock-based compensation $ $ $ A summary of stock option activity and related information through December 31, 2016 follows: Options Outstanding Weighted Average Weighted Remaining Average Contractual Number of Exercise Term (in Shares Price years) Balance, December 31, 2014 $ Granted Exercised Forfeitures Balance, December 31, 2015 $ Granted Exercised Forfeited/Cancelled Balance, December 31, 2016 $ Vested or expected to vest at December 31, 2016 $ Exercisable at December 31, 2016 $ The intrinsic value of the options exercisable as of December 31, 2016 was $6.5 million, based on the Company’s closing stock price of $5.88 per share and a weighted average exercise price of $4.15 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 year ended December 31, 2016, 2015 and 2014 was estimated at $5.26, $4.49 and $4.43 per share, respectively, on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2016 2015 2014 Expected term of options (in years) Risk-free interest rate % % % Expected volatility % % % Dividend yield % % % 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 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: In 2016, the Company adopted ASU 2016-09 and will no longer utilize an estimated forfeiture rate. The Company will record forfeitures upon occurrence. The Company’s historically estimated annual forfeiture rate on 2015 and 2014 stock option grants was 9% and 7%, respectively, based on the historical forfeiture experience. The fair value of the Company’s common stock, prior to the IPO, was determined by its board of directors with assistance from 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 December 31, 2016, there was $13.6 million of total unrecognized compensation expense related to unvested options that will be recognized over the weighted average remaining period of 2.69 years. Shares Available for Future Grant At December 31, 2016, the Company has the following shares available to be granted under the 2013 Plan: Available at December 31, 2015 Authorized Granted Forfeited/Cancelled Available at December 31, 2016 Shares Reserved for Future Issuance At December 31, 2016, the Company has reserved the following shares of common stock for issuance: Stock options outstanding Shares available for future grant under 2013 Plan Employee stock purchase plan Warrants outstanding Total shares of common stock reserved for future issuance |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 8. Commitments and Contingencies Licenses On May 3, 2013, the Company entered into an agreement with Allergan plc (formerly Actavis plc and Forest Laboratories Holdings Limited) (“Allergan”), under which the Company granted to Allergan an exclusive option to license its product candidate, TRV027. Under the option agreement, the Company conducted, at its expense, a Phase 2b trial of TRV027 in acute heart failure. In March 2015, Allergan and the Company signed a letter agreement pursuant to which Allergan paid the Company $10.0 million to fund the expansion of the Phase 2b trial of TRV027 from 500 patients to 620 patients. Collaboration revenue was recognized on a straight-line basis over the study period and was fully recognized as of June 30, 2016. The March 2015 letter agreement does not otherwise amend the terms of the May 2013 option agreement. In August 2016, Allergan notified the Company of its decision not to exercise its option. As such, the Company has retained all rights to TRV027. Operating Leases The Company leases office and laboratory space in Pennsylvania. The Company’s leases contain escalating rent clauses, which require higher rent payments in future years. The Company expenses rent on a straight‑line basis over the term of the lease, including any rent‑free periods. In July 2013, the Company extended the lease for the Company’s office and laboratory lease in King of Prussia Pennsylvania until September 2020. In 2014 and 2015, the Company extended the square footage of the lease. The Company has the option to terminate the lease after May 31, 2018 with a required termination payment of $150,000. In addition, the Company leases vivarium space in Pennsylvania. The vivarium lease can be terminated at any time upon 90 days’ written notice by the Company. In December 2016, we entered into a 130-month office lease for approximately 40,565 square feet of space in Wayne, Pennsylvania for the Company’s new principal executive office; the term for this lease is expected to commence in the third quarter of 2017. This lease also contains an exclusive option, exercisable until April 1, 2017, to lease up to an additional approximately 13,055 square feet of space at this location. Rent expense under operating leases was $0.6 million, $0.6 million and $0.5 million in 2016, 2015 and 2014, respectively. Future minimum lease payments, including termination fees, under noncancelable lease agreements as of December 31, 2016, are as follows (in thousands): Operating Lease 2017 $ 2018 2019 2020 2021 and beyond Total minimum lease payments $ The Company had deferred rent of $0.2 million and $0.3 million at December 31, 2016 and 2015, respectively. This balance related entirely to the King of Prussia, Pennsylvania lease. Legal Proceedings The Company is not involved in any legal proceeding that it expects to have a material effect on its business, financial condition, results of operations and cash flows. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2016 | |
Revenue | |
Revenue | 9. 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 judgement 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 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 included (i) research and development activities and (ii) testing and analysis related to the ongoing 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 Allergan collaboration revenue was recorded on a straight-line basis and was fully recognized as of June 30, 2016. For the years ended December 31, 2016 and 2015, the Company recognized collaboration revenue of $3.8 million and $6.2 million, respectively, related to this agreement. |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Dec. 31, 2016 | |
Net Loss Per Common Share | |
Net Loss Per Common Share | 10. 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): Year Ended December 31, 2016 2015 2014 Basic and diluted net loss per common share calculation: Net loss $ $ $ Accretion of redeemable convertible preferred stock — — Net loss attributable to common stockholders $ $ $ Weighted average common shares outstanding Net loss per share of common stock - basic and diluted $ $ $ The following outstanding securities at December, 31, 2016, 2015 and 2014 have been excluded from the computation of diluted weighted shares outstanding, as they would have been anti‑dilutive: December 31, 2016 2015 2014 Options outstanding Warrants Total |
Comprehensive Income (Loss)
Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2016 | |
Comprehensive Income (Loss) | |
Comprehensive Income (Loss) | 11. Comprehensive Income (Loss) The following table presents changes in the components of accumulated other comprehensive income or loss, net of tax (in thousands): Balance, January 1, 2015 $ Net unrealized loss arising during the period Balance, December 31, 2015 $ Net unrealized gains on marketable securities Balance, December 31, 2016 $ There were no reclassifications out of accumulated other comprehensive income or loss as well as no tax effect for all periods presented. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes | |
Income Taxes | 12. Income Taxes As the Company has historically incurred net operating losses, the Company has not recorded a provision for income taxes. Deferred tax assets and liabilities reflect the net effects of net operating loss and tax credit carryovers and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company maintains a full valuation allowance against its net deferred tax assets because significant utilization of such amounts is not presently expected in the foreseeable future. Significant components of the Company’s net deferred tax assets as of December 31 are as follows (in thousands): December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ $ Research and development credits Research and development expenses capitalized for tax purposes Deferred rent Depreciation Other temporary differences Total deferred tax assets Deferred tax liabilities: Prepaid expenses Total deferred tax liabilities Net deferred tax assets Less valuation allowance Net deferred tax asset $ — $ — A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: December 31, 2016 2015 2014 Percent of pre-tax income: U.S. federal statutory income tax rate % % % Permanent Differences % % % State taxes, net of federal benefit % % % Research and development credit % % % Other % % % Change in valuation allowance % % % Effective income tax rate % % % As of December 31, 2016, the Company had federal and state net operating loss carryforwards of $38.8 million that begin to expire at various dates starting in 2027. As of December 31, 2016, the Company had federal research and development tax credit carryforwards of $11.0 million that begin to expire at various dates starting in 2027. T he Company’s ability to utilize net operating loss carryforwards, or NOLs, or tax credit carryforwards may be subject to annual limitations under certain provisions of the Internal Revenue Code related to “changes in ownership.” The Company files income tax returns in the U.S. and the Commonwealth of Pennsylvania. Tax years for fiscal 2013 through 2016 are open and potentially subject to examination by the federal and state taxing authorities . The Company is currently not under examination by the Internal Revenue Service or any other jurisdictions for any tax years. To the extent the Company utilizes in the future any tax attribute NOL carryforwards from a tax period that may otherwise be closed to examination, the Internal Revenue Service, state tax authorities, or other governing parties may still adjust the NOL carryforwards upon their examination of the future period in which the attribute was utilized. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2016 | |
Employee Benefit Plan | |
Employee Benefit Plan | 13. Employee Benefit Plan The Company sponsors a 401(k) defined contribution plan for its employees. Employee contributions are voluntary. The Company matches employee contributions in an amount equal to 100% of the first 3% of eligible compensation and 50% of the next 2% of eligible compensation, and such employer contributions are immediately vested. During 2016, 2015 and 2014, the Company provided matching contributions of $0.4 million, $0.3 million and $0.2 million, respectively. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Data (Unaudited) | |
Selected Quarterly Financial Data (Unaudited) | 14. Selected Quarterly Financial Data (Unaudited) First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except share and per share amounts) 2016 Total revenue $ $ $ — $ — Loss from operations Net loss $ $ $ $ Net loss per share of common, basic and diluted $ $ $ $ Weighted average shares outstanding, basic and diluted 2015 Total revenue $ $ $ $ Loss from operations Net loss $ $ $ $ Net loss per share of common, basic and diluted $ $ $ $ Weighted average shares outstanding, basic and diluted The quarters presented above for 2016 have been adjusted to reflect the adoption of ASU 2016-09 and related impact, that is deemed immaterial, of electing to recognize forfeitures of share-based payment awards as they occur rather than using an estimate. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events | |
Subsequent Events | 15. Subsequent Events Equity Offerings In January 2017, the Company issued and sold 1,081,550 shares of common stock through Cowen, pursuant to the December 2015 ATM sales. The shares were sold at a weighted average price per share of $6.50. The net offering proceeds to the Company were approximately $6.8 million after deducting related expenses, including commissions. Approximately $34.9 million remained available under the ATM sales facility as of March 1, 2017. Loans Payable On February 21, 2017, we announced positive top-line results from our Phase 3 APOLLO-1 and APOLLO-2 pivotal efficacy studies of OLINVO in moderate-to-severe acute pain following bunionectomy and abdominoplasty, respectively. In both studies, all dose regimens achieved their primary endpoint of statistically greater analgesic efficacy than placebo, as measured by responder rate. Based on these results, the Company believes it is now eligible to draw $10.0 million of Term Loan C under our loan and security agreement with Oxford Finance LLC and Pacific Western Bank, as discussed in Note 6. In addition, monthly interest only payments have been extended to January 1, 2018. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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, 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. |
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 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 common stock warrants, and the accounting for research and development costs, accrued expenses and the recoverability of the Company’s net deferred tax assets and related valuation allowance. The financial data and other information disclosed in these notes are not necessarily indicative of the results to be expected for any future year or period. |
Cash and Cash Equivalents and Marketable Securities | Cash and Cash Equivalents and Marketable Securities The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash equivalents are valued at cost, which approximates their fair market value. The Company maintains a portion of its cash and cash equivalent balances in money market mutual funds that invest substantially all of their assets in U.S. government agency securities, U.S. Treasury securities and reverse repurchase agreements, or RRAs. RRAs are collateralized by deposits in the form of ‘Government Securities and Obligations’ for an amount not less than 102% of their value. The Company does not record an asset or liability related to the collateral, as the Company is not permitted to sell or repledge the associated collateral. The Company maintains its marketable securities balances in the form of U.S. Treasury and U.S. government agency securities. The Company classifies its marketable securities as “available-for-sale”, pursuant to ASC Topic 320, Investments—Debt and Equity Securities , or ASC 320, carries them at fair market value and classifies them as current assets on its balance sheets. Unrealized gains and losses on marketable securities are recorded as a separate component of accumulated other comprehensive income/(loss) included in stockholders’ equity. As of December 31, 2016 and 2015, the Company had $86.3 million and $125.9 million, respectively, in available-for-sale investments, all classified as current assets. See Note 3 for additional information. The fair value of the Company’s investments is determined based on observable market quotes or valuation models using assessments of counterparty credit worthiness, credit default risk of underlying security and overall capital market liquidity. The Company reviews unrealized losses associated with available-for-sale securities to determine the classification as “temporary” or “other-than-temporary” impairment. A temporary impairment results in an unrealized loss being recorded in other comprehensive income (loss). If a decline in the fair value is considered other-than-temporary, based on available evidence, the unrealized loss is transferred from other comprehensive income (loss) to the statement of operations. The Company considers various factors in determining the classification, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the issuer or investee, and the Company’s ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. Realized gains (losses) are included in interest income (expense) in the statement of operations and comprehensive income (loss) on a specific identification basis. |
Restricted Cash | Restricted Cash The Company maintains $1.1 million as collateral under a letter of credit for the Company’s new facility lease obligations in Wayne, Pennsylvania. The Company also maintains a letter of credit totaling $0.1 million as collateral for the Company’s facility lease obligations in King of Prussia, Pennsylvania. The Company has recorded these deposits and accumulated interest thereon as restricted cash on its balance sheet. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amount of the Company’s financial instruments, which include cash and cash equivalents, marketable securities, restricted cash, accounts payable and accrued expenses approximate their fair values, given their short-term nature. The carrying amount of the Company’s loans payable at December 31, 2016 and 2015 is the nominal value of the loan payable, which is the carrying value, net of debt discount and deferred charges. The nominal value approximates fair value because the interest rate is reflective of the rate the Company could obtain on debt with similar terms and conditions. Certain of the Company’s common stock warrants are carried at fair value, as disclosed below. The Company has evaluated the estimated fair value of financial instruments using available market information and management’s estimates. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. See Note 3 for additional information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, marketable securities and restricted cash. The Company’s investment policy includes guidelines on the quality of the institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. The Company has no off-balance sheet concentrations of credit risk such as foreign currency exchange contracts, option contracts or other hedging arrangements. |
Property and Equipment | Property and Equipment Property and equipment consists of computer and laboratory equipment, software, office equipment, furniture, manufacturing equipment and leasehold improvements and is recorded at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement or sale, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Property and equipment are depreciated on a straight‑line basis over their estimated useful lives. The Company uses a life of three years for computer equipment and five years for laboratory equipment, office equipment, furniture, manufacturing equipment and software. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset. The Company reviews long‑lived assets when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. No impairment losses have been recorded since inception. |
Intangible Asset | Intangible Asset Identifiable intangible assets are initially recorded at fair market value at the time of acquisition, utilizing a cost approach and the initial value is amortized over the expected useful life of the asset. The Company also capitalizes costs incurred to renew or extend the term of recognized intangible assets. In 2015, the Company recorded an immaterial intangible asset related to the Company website and expects to recognize amortization in proportional amounts over each of the next eight years. Amortization expense on intangible assets was immaterial for the years ended December 31, 2016 and 2015. The determination of the value of intangible assets requires management to make estimates and assumptions that affect the Company’s consolidated financial statements. The Company assesses potential impairments to intangible assets when there is evidence of events or changes in circumstances that indicate the carrying amount of an asset may not be recovered. The Company’s judgements regarding the existence of impairment indicators and future cash flows related to intangible assets are based on operational performance of the Company, market conditions and other factors. If impairment is indicated, the Company will reduce the carrying value of the intangible assets to fair value. The Company believes the future cash flows to be received from its intangible asset will exceed the intangible asset carrying value, and accordingly, the Company has not recognized any impairment losses through December 31, 2016. |
Common Stock Warrants | Common Stock Warrants Freestanding warrants that are related to the purchase of common stock are classified as liabilities and recorded at fair value regardless of the timing of the redemption feature or the redemption price or the likelihood of redemption. The warrants are subject to re-measurement at each balance sheet date and any change in fair value is recognized as a component of change in fair value of warrant liability in the statements of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. The warrants are classified as Level 3 liabilities (see Note 3 for additional information). |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its business as one operating segment. All long-lived assets of the Company reside in the United States. |
Revenue | Revenue The Company recognizes collaboration revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed and determinable, and collectibility is reasonably assured. |
Research and Development | Research and Development Research and development costs are charged to expense as incurred. These costs include, but are not limited to, employee-related expenses, including salaries, benefits and travel and stock-based compensation of the Company’s research and development personnel; expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical trials and preclinical studies; the cost of acquiring, developing and manufacturing clinical trial materials; other laboratory supplies; allocated facilities, depreciation and other expenses, which include rent and utilities; insurance; and costs associated with preclinical activities and regulatory operations. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as subject enrollment, clinical site activations or information provided to the Company by its vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued research and development expense, as the case may be. As part of the process of preparing its financial statements, the Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants, and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company’s objective is to reflect the appropriate trial expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company may account for these expenses according to the progress of the trial as measured by subject progression and the timing of various aspects of the trial. The Company determines accrual estimates through financial models taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of trials, or the services completed. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in it reporting amounts that are too high or too low for any particular period. For the years ended December 31, 2016, 2015 and 2014, there were no material adjustments to the Company’s prior period estimates of accrued expenses for clinical trials. |
Stock-Based Compensation | Stock‑Based Compensation At December 31, 2016, the Company had one stock‑based compensation plan, which is more fully described in Note 7. The Company has applied the fair value recognition provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation , to account for stock-based compensation for employees. The Company recognizes compensation costs related to stock options granted to employees based on the estimated fair value of the awards on the date of grant. Determining the amount of stock-based compensation to be recorded requires us to develop estimates of the fair value of stock-based awards as of their measurement date. The Company recognizes stock-based compensation expense over the requisite service period, which is the vesting period of the award. Calculating the fair value of stock-based awards requires that the Company makes highly subjective assumptions. The Company uses the Black-Scholes option pricing model to value our stock option awards. Use of this valuation methodology requires that the Company makes assumptions as to the volatility of its common stock, the fair value of its common stock on the measurement date, the expected term of its stock options, the risk free interest rate for a period that approximates the expected term of its stock options and its expected dividend yield. Because of the Company’s limited operating history as a publicly traded entity, the Company utilizes data from a representative group of publicly traded companies to estimate expected stock price volatility. The Company selected representative companies from the biopharmaceutical industry with characteristics similar to the Company. The Company use the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment , as the Company does not have sufficient historical stock option activity data to provide a reasonable basis upon which to estimate the expected term of stock options granted to employees. The Company utilizes a dividend yield of zero based on the fact that the Company has never paid cash dividends and has no current intention of paying cash dividends. The risk-free interest rate used for each grant is based on the U.S. Treasury yield curve in effect at the time of grant for instruments with a similar expected life. Under ASC 718, the Company is also required to estimate forfeitures at the time of grant, and revise those estimates in subsequent periods if actual forfeitures differ from the Company’s estimates. In March 2016, the FASB issued ASU 2016-09, Compensation — Stock Compensation (Topic 718), or ASU 2016-09, which provides for improvements to employee share-based payment accounting. The Company early adopted ASU 2016-09 as of December 31, 2016. In connection with the early adoption, the Company elected an accounting policy to record forfeitures as they occur. See Note 14. See Note 7 for a discussion of the assumptions used by the Company in determining the grant date fair value of options granted under the Black‑Scholes option pricing model, as well as a summary of the stock option activity under the Company’s stock‑based compensation plan for all years presented. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes , or ASC 740, which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. To date, the Company has not taken any uncertain tax position or recorded any reserves, interest or penalties. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss relates to unrealized investment losses on the Company’s marketable securities for all periods presented. |
Basic and Diluted Net Loss Per Share of Common Stock | Basic and Diluted Net Loss Per Share of Common Stock Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted‑average number of shares of common stock outstanding during the period, excluding the dilutive effects of preferred stock, warrants to purchase preferred stock and stock options. Diluted net loss per share of common stock is computed by dividing the net loss attributable to common stockholders by the sum of the weighted‑average number of shares of common stock outstanding during the period plus the potential dilutive effects of preferred stock and warrants to purchase preferred stock, and stock options outstanding during the period calculated in accordance with the treasury stock method, although these shares, options and warrants are excluded if their effect is anti‑dilutive. Because the impact of these items is anti‑dilutive during periods of net loss, there was no difference between basic and diluted net loss per share of common stock for all periods presented. |
Recent Accounting Pronouncements | Recently Adopted Accounting Standards In November 2016, FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash , or ASU 2016-18, which clarifies the presentation of restricted cash and restricted cash equivalents in the statements of cash flows. Under ASU 2016-18 restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. The Company adopted ASU 2016-18 during the three months ended December 31, 2016 on a retrospective basis. As a result, beginning-of-period cash, cash equivalents and restricted cash in the statement of cash flows increased by $0.1 million in 2016, 2015, and 2014. In March 2016, the FASB issued Improvements to Employee Share-Based Payment Accounting , or ASU 2016-09, which amends ASC Topic 718, Compensation—Stock Compensation . ASU 2016-09 is designed to simplify several aspects of accounting for share-based payment award transactions that include the income tax consequences, classification of awards as either equity or liabilities, and classification of excess tax benefits on the statement of cash flows. This guidance also permits an accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The Company elected to early adopt this standard during the three months ended December 31, 2016 and has elected to recognize forfeitures as they occur. The adoption did not have a material effect on the Company’s interim and annual 2016 financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes . The standard requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. Entities are currently required to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. The adoption of this standard did not have an impact on the Company’s financial position or statements of operations. In August 2014, the FASB issued ASU 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 , or ASU 2104-15, 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 within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) . This new rule requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles currently in the U.S. auditing standards. Based on the Company’s analysis, the adoption of ASU 2014-15 as of December 31, 2016 did not have a material impact on the Company’s consolidated financial statements or footnote disclosures , but may require additional disclosures in future periods. Recent Accounting Standards Not Yet Adopted In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), or ASU 2016-15. ASU 2016-15 was issued 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 ), or ASU 2016-02. ASU 2016-02 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, or ASU 2014-09. 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 Accounting Standards Update 2016-08 Revenue from Contracts with Customers, Principal versus Agent Considerations , or ASU 2016-08. 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 standards permit the use of either the retrospective or cumulative effect transition method. The Company is evaluating the transition method that it will elect. The adoption of these standards is not expected to have a material impact on the Company’s financial statement. |
Fair Value of Financial Instr23
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value of Financial Instruments | |
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 the Company’s cash, cash equivalents, restricted cash, and marketable securities as of December 31, 2016 and 2015 (in thousands): December 31, 2016 Unrealized Unrealized Cash and Cash Restricted Marketable Adjusted Cost Gains Losses Fair Value Equivalents Cash Securities Cash $ $ — $ — $ $ $ $ — Level 1 (1): Money market funds — — — — Level 2 (2): Cash and cash equivalents — — — — U.S. government agency securities — — Subtotal — Total $ $ $ $ $ $ $ December 31, 2015 Unrealized Unrealized Cash and Cash Restricted Marketable Adjusted Cost Gains Losses Fair Value Equivalents Cash Securities Cash $ $ — $ — $ $ $ $ — Level 1 (1): Money market funds — — — — U.S. Treasury securities — — — Subtotal — — Level 2 (2): Repurchase agreements — — — — U.S. government agency securities — — — Subtotal — — Total $ $ — $ $ $ $ $ (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 on 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 January 1, 2015 $ Amounts acquired or issued — Changes in estimated fair value Balance as of December 31, 2015 Amounts acquired or issued — Changes in estimated fair value Balance as of December 31, 2016 $ |
Schedule of assumptions used for valuation of warrants | December 31, 2016 2015 Estimated remaining term 5.3 years 6.3 years Risk-free interest rate Volatility Dividend yield Fair value of underlying instrument* $ $ * |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment | |
Schedule of property and equipment | Property and equipment consisted of the following (in thousands): Estimated Useful December 31, Life in Years 2016 2015 Laboratory equipment 5 $ $ Computers and software 3 - 5 Office equipment and furniture 5 Manufacturing equipment 5 — Leasehold improvements 5 Leased assets 5 Total property and equipment Less accumulated depreciation and amortization Property and equipment, net $ $ |
Accrued Expenses and Other Cu25
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2016 2015 Compensation and benefits $ $ Clinical trial expenses Other accrued expenses and other current liabilities Total accrued expenses and other current liabilities $ $ |
Loans Payable (Tables)
Loans Payable (Tables) - Term Loans A and B | 12 Months Ended |
Dec. 31, 2016 | |
Long Term Debt | |
Schedule of loans reflected on the balance sheet | The following table summarizes how the issuance of Term Loans A and B are reflected on the balance sheet at December 31, 2016 (in thousands): December 31, 2016 Gross proceeds $ Debt discount and debt issuance costs Carrying value Current portion of loans payable, net Loans payable, net $ |
Schedule of maturities of long term debt | Aggregate maturities of long term debt as of December 31, 2016 are as follows (in thousands): 2017 $ 2018 2019 2020 2021 — $ Debt Discount and deferred financing costs $ |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of share-based compensation expense recognized | 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 (in thousands): Year Ended December 31, 2016 2015 2014 Research and development $ $ $ General and administrative Total stock-based compensation $ $ $ |
Summary of stock option activity | Options Outstanding Weighted Average Weighted Remaining Average Contractual Number of Exercise Term (in Shares Price years) Balance, December 31, 2014 $ Granted Exercised Forfeitures Balance, December 31, 2015 $ Granted Exercised Forfeited/Cancelled Balance, December 31, 2016 $ Vested or expected to vest at December 31, 2016 $ Exercisable at December 31, 2016 $ |
Schedule of weighted-average assumptions: | Year Ended December 31, 2016 2015 2014 Expected term of options (in years) Risk-free interest rate % % % Expected volatility % % % Dividend yield % % % |
Schedule of shares of common stock reserved/available | Stock options outstanding Shares available for future grant under 2013 Plan Employee stock purchase plan Warrants outstanding Total shares of common stock reserved for future issuance |
2013 plan | |
Schedule of shares of common stock reserved/available | Available at December 31, 2015 Authorized Granted Forfeited/Cancelled Available at December 31, 2016 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies. | |
Schedule of future minimum lease payments, including termination fees, under non cancelable lease agreements | Future minimum lease payments, including termination fees, under noncancelable lease agreements as of December 31, 2016, are as follows (in thousands): Operating Lease 2017 $ 2018 2019 2020 2021 and beyond Total minimum lease payments $ |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Net Loss Per Common Share | |
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): Year Ended December 31, 2016 2015 2014 Basic and diluted net loss per common share calculation: Net loss $ $ $ Accretion of redeemable convertible preferred stock — — Net loss attributable to common stockholders $ $ $ Weighted average common shares outstanding Net loss per share of common stock - basic and diluted $ $ $ |
Schedule of outstanding securities excluded from the computation of diluted weighted shares outstanding as they would have been anti-dilutive | December 31, 2016 2015 2014 Options outstanding Warrants Total |
Comprehensive Income (Loss) (Ta
Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Comprehensive Income (Loss) | |
Schedule of components of accumulated other comprehensive income or loss, net of tax | The following table presents changes in the components of accumulated other comprehensive income or loss, net of tax (in thousands): Balance, January 1, 2015 $ Net unrealized loss arising during the period Balance, December 31, 2015 $ Net unrealized gains on marketable securities Balance, December 31, 2016 $ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes | |
Schedule of significant components of the Company's deferred tax assets | Significant components of the Company’s net deferred tax assets as of December 31 are as follows (in thousands): December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ $ Research and development credits Research and development expenses capitalized for tax purposes Deferred rent Depreciation Other temporary differences Total deferred tax assets Deferred tax liabilities: Prepaid expenses Total deferred tax liabilities Net deferred tax assets Less valuation allowance Net deferred tax asset $ — $ — |
Schedule of reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the financial statements | December 31, 2016 2015 2014 Percent of pre-tax income: U.S. federal statutory income tax rate % % % Permanent Differences % % % State taxes, net of federal benefit % % % Research and development credit % % % Other % % % Change in valuation allowance % % % Effective income tax rate % % % |
Organization and Description 32
Organization and Description of the Business (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)segment | Dec. 31, 2016USD ($)item | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Organization and Description of the Business | |||||||||||||
Number of operating segments | 1 | 1 | |||||||||||
Liquidity | |||||||||||||
Accumulated deficit | $ 285,625 | $ 182,498 | $ 285,625 | $ 285,625 | $ 285,625 | $ 182,498 | |||||||
Net loss | (35,982) | $ (29,985) | $ (19,295) | $ (17,732) | (15,464) | $ (10,615) | $ (11,519) | $ (12,930) | (102,994) | (50,528) | $ (49,701) | ||
Cash and cash equivalents | 24,266 | 46,774 | 24,266 | 24,266 | 24,266 | 46,774 | |||||||
Marketable securities | $ 86,335 | $ 125,864 | $ 86,335 | $ 86,335 | $ 86,335 | $ 125,864 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |||||||
Dec. 31, 2016USD ($)item | Dec. 31, 2016USD ($)segmentitem | Dec. 31, 2016USD ($)item | Dec. 31, 2016USD ($)item$ / shares | Dec. 31, 2016USD ($)item | Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($) | |
Property and Equipment | ||||||||
Impairment losses | $ 0 | |||||||
Investments | ||||||||
Minimum percentage value of RRAs collateralized by deposits in the form of Government Securities and Obligations | 102.00% | |||||||
Marketable Securities | $ 86,335,000 | $ 86,335,000 | $ 86,335,000 | $ 86,335,000 | $ 86,335,000 | 86,335,000 | $ 125,864,000 | |
Unrealized gain (loss) on marketable securities | 208,000 | $ (187,000) | $ (19,000) | |||||
Restricted Cash | ||||||||
Letters of credit | 1,100,000 | 1,100,000 | 1,100,000 | 1,100,000 | 1,100,000 | 1,100,000 | ||
Letter of credit collateral | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | ||
Intangible Asset | ||||||||
Number of Operating Segments | 1 | 1 | ||||||
Stock-Based Compensation | ||||||||
Number of stock-based compensation plans | item | 1 | 1 | 1 | 1 | 1 | 1 | ||
Dividend yield (as a percent) | 0.00% | |||||||
Basic and diluted net loss per common share calculation: | ||||||||
Difference between basic and diluted net loss per share of Common Stock | $ / shares | $ 0 | $ 0 | ||||||
Company Website | ||||||||
Intangible Asset | ||||||||
Useful life | 8 years | |||||||
Computer equipment | ||||||||
Property and Equipment | ||||||||
Estimated useful life | P3Y | |||||||
Laboratory equipment, office equipment, furniture and software | ||||||||
Property and Equipment | ||||||||
Estimated useful life | P5Y |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Recently Adopted Accounting Standards (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting pronouncements reclassifications | |||
Accumulated deficit | $ 285,625 | $ 182,498 | |
ASU 2016-18 | |||
Accounting pronouncements reclassifications | |||
Increase (decrease) in cash, cash equivalents and restricted cash | $ 100 | $ 100 | $ 100 |
Fair Value of Financial Instr35
Fair Value of Financial Instruments - Hierarchy Table (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair value | |||
Unrealized gain (loss) on marketable securities | $ (208,000) | $ 187,000 | $ 19,000 |
Cash | |||
Fair value | |||
Adjusted Cost | 13,756,000 | 20,785,000 | |
Fair Value | 13,756,000 | 20,785,000 | |
Restricted cash | |||
Fair value | |||
Fair Value | 1,193,000 | 112,000 | |
Cash and Cash Equivalents | Cash | |||
Fair value | |||
Fair Value | 12,563,000 | 20,673,000 | |
Level 1 | |||
Fair value | |||
Adjusted Cost | 16,122,000 | ||
Unrealized Losses | (1,000) | ||
Fair Value | 16,121,000 | ||
Level 1 | Cash and Cash Equivalents | |||
Fair value | |||
Fair Value | 4,101,000 | ||
Level 1 | Marketable Securities. | |||
Fair value | |||
Fair Value | 12,020,000 | ||
Level 1 | Money market mutual funds | |||
Fair value | |||
Adjusted Cost | 10,043,000 | 4,101,000 | |
Fair Value | 10,043,000 | 4,101,000 | |
Level 1 | Money market mutual funds | Cash and Cash Equivalents | |||
Fair value | |||
Fair Value | 10,043,000 | 4,101,000 | |
Level 1 | U.S. Treasury securities | |||
Fair value | |||
Adjusted Cost | 12,021,000 | ||
Unrealized Losses | (1,000) | ||
Fair Value | 12,020,000 | ||
Level 1 | U.S. Treasury securities | Marketable Securities. | |||
Fair value | |||
Fair Value | 12,020,000 | ||
Level 2 | |||
Fair value | |||
Adjusted Cost | 87,993,000 | 136,049,000 | |
Unrealized Gains | 19,000 | ||
Unrealized Losses | (17,000) | (205,000) | |
Fair Value | 87,995,000 | 135,844,000 | |
Level 2 | Cash and Cash Equivalents | |||
Fair value | |||
Adjusted Cost | 1,660,000 | ||
Fair Value | 1,660,000 | 22,000,000 | |
Level 2 | Marketable Securities. | |||
Fair value | |||
Fair Value | 86,335,000 | 113,844,000 | |
Level 2 | Total | |||
Fair value | |||
Adjusted Cost | 111,792,000 | 172,956,000 | |
Unrealized Gains | 19,000 | ||
Unrealized Losses | (17,000) | (206,000) | |
Fair Value | 111,794,000 | 172,750,000 | |
Level 2 | Total | Restricted cash | |||
Fair value | |||
Fair Value | 1,193,000 | 112,000 | |
Level 2 | Total | Cash and Cash Equivalents | |||
Fair value | |||
Fair Value | 24,266,000 | 46,774,000 | |
Level 2 | Total | Marketable Securities. | |||
Fair value | |||
Fair Value | 86,335,000 | 125,864,000 | |
Level 2 | Repurchase agreements | |||
Fair value | |||
Adjusted Cost | 22,000,000 | ||
Fair Value | 22,000,000 | ||
Level 2 | Repurchase agreements | Cash and Cash Equivalents | |||
Fair value | |||
Fair Value | 22,000,000 | ||
Level 2 | U.S. government agency securities | |||
Fair value | |||
Adjusted Cost | 86,333,000 | 114,049,000 | |
Unrealized Gains | 19,000 | ||
Unrealized Losses | (17,000) | (205,000) | |
Fair Value | 86,335,000 | 113,844,000 | |
Level 2 | U.S. government agency securities | Marketable Securities. | |||
Fair value | |||
Fair Value | 86,335,000 | 113,844,000 | |
Level 3 | |||
Fair value | |||
Transfers into Level 3 | 0 | 0 | |
Transfers out of Level 3 | $ 0 | $ 0 |
Fair Value of Financial Instr36
Fair Value of Financial Instruments - Warrants (Details) | Dec. 31, 2016shares |
Common Stock | Maximum | Warrants | |
Warrants | |
Number of shares that can be purchased upon exercise of warrants (in shares) | 20,161 |
Fair Value of Financial Instr37
Fair Value of Financial Instruments - Summary of Changes in Warrant Liability (Details) - Warrants - Warrant Liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warrant Liability | ||
Balance at the beginning of the period | $ 153 | $ 83 |
Changes in estimated fair value | (78) | 70 |
Balance at the end of the period | $ 75 | $ 153 |
Fair Value of Financial Instr38
Fair Value of Financial Instruments - Warrant Liability Assumptions (Details) - Warrants - $ / shares | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 23, 2015 | Sep. 19, 2014 | |
Warrants | ||||
Number of shares that can be purchased upon exercise of warrants (in shares) | 20,161 | |||
Common Stock | ||||
Warrants | ||||
Number of shares that can be purchased upon exercise of warrants (in shares) | 40,689 | 40,689 | ||
Level 3 | ||||
Fair value assumptions | ||||
Estimated remaining term | 5 years 3 months 18 days | 6 years 3 months 18 days | ||
Risk-free interest rate (as a percent) | 2.00% | 2.00% | ||
Volatility (as a percent) | 77.20% | 67.40% | ||
Dividend yield (as a percent) | 0.00% | 0.00% | ||
Level 3 | Common Stock | ||||
Fair value assumptions | ||||
Risk-free interest rate (as a percent) | 2.00% | 2.00% | ||
Volatility (as a percent) | 77.20% | 67.40% | ||
Dividend yield (as a percent) | 0.00% | 0.00% | ||
Fair value of underlying instrument (in dollar per share) | $ 5.88 | $ 10.50 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property and Equipment | |||
Property and equipment, gross | $ 5,194 | $ 4,656 | |
Less accumulated depreciation and amortization | (4,135) | (3,960) | |
Property, plant and equipment, net, total | 1,059 | 696 | |
Depreciation and amortization expense | 246 | 208 | $ 239 |
Laboratory equipment | |||
Property and Equipment | |||
Property and equipment, gross | $ 1,935 | 1,796 | |
Estimated useful life | P5Y | ||
Computers and software | |||
Property and Equipment | |||
Property and equipment, gross | $ 521 | 503 | |
Computers and software | Minimum | |||
Property and Equipment | |||
Estimated useful life | P3Y | ||
Computers and software | Maximum | |||
Property and Equipment | |||
Estimated useful life | P5Y | ||
Office equipment and furniture | |||
Property and Equipment | |||
Property and equipment, gross | $ 314 | 281 | |
Estimated useful life | P5Y | ||
Manufacturing equipment | |||
Property and Equipment | |||
Property and equipment, gross | $ 242 | ||
Estimated useful life | P5Y | ||
Leasehold improvements | |||
Property and Equipment | |||
Property and equipment, gross | $ 2,150 | 2,062 | |
Estimated useful life | P5Y | ||
Leased Assets | |||
Property and Equipment | |||
Property and equipment, gross | $ 32 | $ 14 | |
Estimated useful life | P5Y |
Accrued Expenses and Other Cu40
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Expenses and Other Current Liabilities | ||
Compensation and benefits | $ 2,680 | $ 2,600 |
Clinical trial expenses | 5,479 | 401 |
Other accrued expenses and other current liabilities | 49 | 29 |
Total accrued expenses and other current liabilities | $ 8,208 | $ 3,030 |
Loans Payable (Details)
Loans Payable (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |||||
Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($)itemshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Feb. 28, 2017USD ($) | May 31, 2016item | Sep. 30, 2014USD ($)item$ / sharesshares | |
Long Term Debt | |||||||
Number of Phase 3 efficacy trials | item | 2 | ||||||
Increase in final payment fee, if the company becomes eligible to draw Term Loan C (as a percent) | 7.00% | ||||||
Amortization of debt discount and issuance costs | $ 100 | $ 100 | |||||
Current portion of loans payable, net | 5,039 | ||||||
Loan payable, net | 13,270 | 18,186 | |||||
Interest expense | 1,738 | 334 | $ 71 | ||||
Fees | |||||||
Facility fee | $ 200 | ||||||
Loan and security agreement | |||||||
Long Term Debt | |||||||
Face amount | $ 35,000 | ||||||
Number of tranches in series of term loans | item | 3 | ||||||
Term Loan A | |||||||
Long Term Debt | |||||||
Face amount | $ 2,000 | ||||||
Deferred financing fees | 100 | ||||||
Debt discount and debt issuance costs | (200) | ||||||
Term Loan B | |||||||
Long Term Debt | |||||||
Face amount | 16,500 | ||||||
Term Loan C | |||||||
Long Term Debt | |||||||
Face amount | 10,000 | $ 10,000 | |||||
Fees | |||||||
Additional draws are made on term loans | $ 16,500 | ||||||
Term Loans A and B | |||||||
Long Term Debt | |||||||
Interest rate (as a percent) | 6.50% | ||||||
Gross proceeds | $ 18,500 | ||||||
Debt discount and debt issuance costs | (191) | ||||||
Carrying value | 18,309 | ||||||
Current portion of loans payable, net | 5,039 | ||||||
Loan payable, net | 13,270 | ||||||
Interest expense | $ 1,200 | 200 | |||||
Fees | |||||||
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% | ||||||
Term Loans A and B | 30- day US LIBOR | |||||||
Long Term Debt | |||||||
Description of basis rate use for variable rate | P30D | ||||||
Minimum | |||||||
Long Term Debt | |||||||
Net proceeds from sale of the entity's equity securities | $ 50,000 | ||||||
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% | ||||||
Minimum | Term Loan C | |||||||
Long Term Debt | |||||||
Number of triggers to be satisfied to draw on term loan | item | 1 | ||||||
Maximum | Term Loans A and B | |||||||
Long Term Debt | |||||||
Interest rate (as a percent) | 6.50% | ||||||
Interest rate, variable (as a percent) | 6.00% | ||||||
Three Point | |||||||
Fees | |||||||
Facility fee | $ 100 | ||||||
Three Point | Term Loan B | |||||||
Fees | |||||||
Facility fee | $ 100 | ||||||
Warrants | |||||||
Warrants | |||||||
Exercise price (in dollars per share) | $ / shares | $ 10.6190 | $ 5.8610 | |||||
Warrants | Common Stock | Term Loan B | |||||||
Warrants | |||||||
Number of shares that can be purchased upon exercise of warrants (in shares) | shares | 34,961 | ||||||
Warrants | Common Stock | Maximum | |||||||
Warrants | |||||||
Number of shares that can be purchased upon exercise of warrants (in shares) | shares | 20,161 | ||||||
Warrants | Common Stock | Lenders and Placement Agent | |||||||
Warrants | |||||||
Number of shares that can be purchased upon exercise of warrants (in shares) | shares | 5,728 | 7,678 |
Loans Payable - Maturities (Det
Loans Payable - Maturities (Details) - Term Loans A and B $ in Thousands | Dec. 31, 2016USD ($) |
Aggregate maturities of long term debt | |
2,017 | $ 5,139 |
2,018 | 6,167 |
2,019 | 6,167 |
2,020 | 1,027 |
Loans payable, gross | 18,500 |
Debt discount and deferred financing costs | (191) |
Loans payable, net | $ 18,309 |
Stockholders' Equity - Equity O
Stockholders' Equity - Equity Offerings (Details) - USD ($) | Sep. 16, 2015 | Apr. 03, 2015 | Dec. 10, 2014 | Mar. 06, 2014 | Feb. 05, 2014 | Jul. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 14, 2015 |
Equity Offerings | |||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Issuance of common stock, net of issuance costs | $ 32,077,000 | $ 90,306,000 | $ 107,290,000 | ||||||||
Proceeds from issuance of common stock, net | $ 32,077,000 | $ 90,311,000 | $ 107,290,000 | ||||||||
Public Offering | |||||||||||
Equity Offerings | |||||||||||
Issuance of common stock in public offering (in shares) | 11,250,000 | ||||||||||
Issuance of common stock underwriters allotment option (in shares) | 1,598,000 | ||||||||||
Issuance of common stock, net of issuance costs (in shares) | 7,475,000 | 12,848,000 | |||||||||
Offering price (in dollars per share) | $ 9.75 | $ 4 | |||||||||
Issuance of common stock, net of issuance costs | $ 72,900,000 | $ 51,400,000 | |||||||||
Proceeds from issuance of common stock, net | 68,300,000 | ||||||||||
Payment of underwriting discounts and commissions | 4,400,000 | ||||||||||
Offering expenses | $ 200,000 | ||||||||||
At-the-market sales facility | |||||||||||
Equity Offerings | |||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||
Issuance of common stock, net of issuance costs (in shares) | 3,700,000 | 4,815,491 | |||||||||
Issuance of common stock, net of issuance costs | $ 22,900,000 | $ 33,100,000 | |||||||||
Proceeds from issuance of common stock, net | $ 22,000,000 | $ 32,100,000 | |||||||||
At-the-market sales facility | Maximum | |||||||||||
Equity Offerings | |||||||||||
Offering price | $ 40,000,000 | $ 75 | |||||||||
Commission (as a percent) | 3.00% | 3.00% | |||||||||
At-the-market sales facility | Weighted-average | |||||||||||
Equity Offerings | |||||||||||
Offering price (in dollars per share) | $ 6.0001 | $ 6.865 | $ 6.865 | ||||||||
Initial public offering | |||||||||||
Equity Offerings | |||||||||||
Issuance of common stock underwriters allotment option (in shares) | 270,449 | ||||||||||
Issuance of common stock, net of issuance costs (in shares) | 9,250,000 | ||||||||||
Offering price (in dollars per share) | $ 7 | $ 7 | |||||||||
Issuance of common stock, net of issuance costs | $ 1,900,000 | $ 64,800,000 |
Stockholders' Equity - Equity I
Stockholders' Equity - Equity Incentive Plans (Details) - USD ($) $ in Thousands | Dec. 15, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Options outstanding | ||||
Equity Incentive Plans | ||||
Stock-based compensation | $ 5,903 | $ 3,427 | $ 2,383 | |
Options outstanding | Research and development | ||||
Equity Incentive Plans | ||||
Stock-based compensation | 3,511 | 1,460 | 1,129 | |
Options outstanding | General and administrative | ||||
Equity Incentive Plans | ||||
Stock-based compensation | $ 2,392 | $ 1,967 | $ 1,254 | |
2013 plan | ||||
Equity Incentive Plans | ||||
Number of shares authorized to grant | 2,032,104 | |||
2008 Plan and 2013 Plan | ||||
Equity Incentive Plans | ||||
Increase in number of shares authorized for issuance | 500,000 | |||
2008 Plan and 2013 Plan | Maximum | ||||
Equity Incentive Plans | ||||
Term of award | 10 years | |||
Vesting period | 4 years |
Stockholder's Equity - Options
Stockholder's Equity - Options Outstanding (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Shares | |||
Balance at the end of the period (in shares) | 6,370,578 | ||
Options outstanding | |||
Number of Shares | |||
Balance at the beginning of the period (in shares) | 4,630,073 | 3,574,450 | |
Granted (in shares) | 2,067,500 | 1,645,960 | |
Exercised (in shares) | (149,622) | (384,033) | |
Forfeited/Cancelled (in shares) | (177,373) | (206,304) | |
Balance at the end of the period (in shares) | 6,370,578 | 4,630,073 | 3,574,450 |
Vested or expected to vest at the end of the period (in shares) | 6,370,578 | ||
Exercisable at the end of the period (in shares) | 2,822,838 | ||
Weighted-Average Exercise Price | |||
Balance at the beginning of the period (in dollars per share) | $ 4.98 | $ 3.75 | |
Granted (in dollars per share) | 8.43 | 7.16 | |
Exercised (in dollars per share) | 1.71 | 2.36 | |
Forfeited/Cancelled (in dollars per share) | 7.47 | 6.04 | |
Balance at the end of the period (in dollars per share) | 6.10 | $ 4.98 | $ 3.75 |
Vested or expected to vest at the end of the period (in dollars per share) | 6.10 | ||
Exercisable at the end of the period (in dollars per share) | $ 4.15 | ||
Weighted Average Remaining Contractual Term | |||
Options Outstanding at the end of the period | 7 years 7 months 6 days | 7 years 10 months 13 days | 8 years 22 days |
Vested or expected to vest at the end of the period | 7 years 7 months 6 days | ||
Exercisable at the end of the period | 6 years 3 months 4 days |
Stockholder's Equity - Shares A
Stockholder's Equity - Shares Available for Future Issuance (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Weighted-average assumptions: | |||||
Dividend yield (as a percent) | 0.00% | ||||
Estimated annual forfeiture rate (as a percent) | 9.00% | 7.00% | |||
Shares Available for Future Grant | |||||
Balance at the end of the period (in shares) | 1,101,331 | ||||
Shares Reserved for Future Issuance | |||||
Stock options outstanding (in shares) | 6,370,578 | ||||
Shares available for future grant under 2013 Plan (in shares) | 1,101,331 | 1,101,331 | |||
Employee stock purchase plan | 225,806 | ||||
Warrants outstanding (in shares) | 60,850 | ||||
Total shares of common stock reserved for issuance | 7,758,565 | ||||
Weighted-average | |||||
Weighted-average assumptions: | |||||
Expected term of options (in years) | 6 years 2 months 12 days | 6 years 2 months 12 days | 5 years 9 months 18 days | ||
Risk-free interest rate (as a percent) | 1.50% | 1.70% | 1.80% | ||
Expected volatility (as a percent) | 68.60% | 68.50% | 75.90% | ||
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | ||
2013 plan | |||||
Shares Available for Future Grant | |||||
Balance at the beginning of the period (in shares) | 959,354 | ||||
Authorized (in shares) | 2,032,104 | ||||
Granted (in shares) | (2,067,500) | ||||
Forfeitures/Expirations (in shares) | 177,373 | ||||
Balance at the end of the period (in shares) | 1,101,331 | 959,354 | |||
Shares Reserved for Future Issuance | |||||
Shares available for future grant under 2013 Plan (in shares) | 959,354 | 959,354 | 1,101,331 | 959,354 | |
Options outstanding | |||||
Equity Incentive Plans | |||||
Intrinsic value of options exercisable | $ 6.5 | ||||
Per share price of Company's closing stock price (in dollars per share) | $ 5.88 | ||||
Weighted average exercise price (in dollars per share) | $ 4.15 | ||||
Per-share weighted-average grant date fair value of options granted (in dollars per share) | $ 5.26 | $ 4.49 | $ 4.43 | ||
Weighted-average assumptions: | |||||
Unrecognized compensation expense | $ 13.6 | ||||
Weighted average remaining period for recognition of unrecognized compensation expense | 2 years 8 months 9 days | ||||
Shares Reserved for Future Issuance | |||||
Stock options outstanding (in shares) | 3,574,450 | 6,370,578 | 4,630,073 | ||
Options outstanding | Weighted-average | |||||
Weighted-average assumptions: | |||||
Risk-free interest rate (as a percent) | 1.50% | 1.70% | |||
Expected volatility (as a percent) | 68.60% | 68.50% | |||
Dividend yield (as a percent) | 0.00% | 0.00% |
Commitments and Contingencies47
Commitments and Contingencies (Details) - Allergan $ in Millions | 1 Months Ended |
Mar. 31, 2015USD ($)person | |
Collaboration Revenue. | |
Payment received to fund expansion of clinical trial | $ | $ 10 |
Minimum | |
Collaboration Revenue. | |
Number of patients before expansion of the trial | 500 |
Maximum | |
Collaboration Revenue. | |
Number of patients after expansion of the trial | 620 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2016USD ($)ft² | Dec. 31, 2016USD ($)ft² | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Mar. 31, 2017ft² | |
Commitments and Contingencies | |||||
Term lease | 130 days | ||||
Office lease space in Wayne, Pennsylvania ( In square feet ) | ft² | 40,565 | 40,565 | 13,055 | ||
Rent expense | $ 600,000 | $ 600,000 | $ 500,000 | ||
Future minimum payments under operating leases | |||||
2,017 | $ 404,000 | 404,000 | |||
2,018 | 951,000 | 951,000 | |||
2,019 | 1,436,000 | 1,436,000 | |||
2,020 | 1,379,000 | 1,379,000 | |||
2021 and beyond | 8,874,000 | 8,874,000 | |||
Total minimum lease payments | 13,044,000 | 13,044,000 | |||
Office and laboratory space | |||||
Commitments and Contingencies | |||||
Termination payment if the Company opts to terminate the lease | 150,000 | ||||
Future minimum payments under operating leases | |||||
Deferred rent | $ 200,000 | $ 200,000 | $ 300,000 | ||
Vivarium space | |||||
Commitments and Contingencies | |||||
Notice period | 90 days |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | |||
Collaboration revenue | $ 3,750 | $ 6,250 | |
Allergan | |||
Revenue | |||
Nonrefundable upfront fee | $ 10,000 | ||
Collaboration revenue | $ 3,800 | $ 6,200 |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
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) | 6,431,428 | 4,692,873 | 3,604,708 | ||||||||
Basic and diluted net loss per common share calculation: | |||||||||||
Net loss | $ (35,982) | $ (29,985) | $ (19,295) | $ (17,732) | $ (15,464) | $ (10,615) | $ (11,519) | $ (12,930) | $ (102,994) | $ (50,528) | $ (49,701) |
Accretion of redeemable convertible preferred stock | (29) | ||||||||||
Net loss attributable to common stockholders | $ (102,994) | $ (50,528) | $ (49,730) | ||||||||
Weighted average common shares outstanding | 53,850,166 | 52,205,156 | 52,174,569 | 51,350,365 | 50,770,359 | 44,214,428 | 40,809,931 | 39,251,184 | 52,398,521 | 43,794,276 | 24,655,603 |
Net loss per share of common stock—basic and diluted | $ (0.67) | $ (0.57) | $ (0.37) | $ (0.35) | $ (0.30) | $ (0.24) | $ (0.44) | $ (0.33) | $ (1.97) | $ (1.15) | $ (2.02) |
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) | 6,370,578 | 4,630,073 | 3,574,450 | ||||||||
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) | 60,850 | 62,800 | 30,258 |
Comprehensive Income (Loss) (De
Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax. | |||
Balance | $ 143,131 | $ 99,203 | $ (81,571) |
Net unrealized gains (loss) on marketable securities | 208 | (187) | (19) |
Balance | 78,581 | 143,131 | 99,203 |
Reclassifications out of accumulated other comprehensive income or loss, net of tax | 0 | 0 | |
Tax effect | 0 | 0 | |
Accumulated Other Comprehensive Income (Loss) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax. | |||
Balance | (206) | (19) | |
Net unrealized gains (loss) on marketable securities | 208 | (187) | (19) |
Balance | $ 2 | $ (206) | $ (19) |
Income Taxes - Deferred Taxes (
Income Taxes - Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 15,748 | $ 11,649 |
Research and development credits | 11,020 | 6,825 |
Research and development expenses capitalized for tax purposes | 97,495 | 61,074 |
Deferred rent | 97 | 104 |
Depreciation | 553 | 552 |
Other temporary differences | 1,895 | 653 |
Total deferred tax assets | 126,808 | 80,857 |
Deferred tax liabilities: | ||
Prepaid expenses | (105) | (82) |
Total deferred tax liabilities | (105) | (82) |
Net deferred tax assets | 126,703 | 80,775 |
Less valuation allowance | $ (126,703) | $ (80,775) |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Percent of pre-tax income: | |||
U.S. federal statutory income tax rate (as a percent) | 34.00% | 34.00% | 34.00% |
Permanent Differences (as a percent) | 0.00% | 0.10% | (0.60%) |
State taxes, net of federal benefit (as a percent) | 6.60% | 6.60% | 6.50% |
Research and development credit (as a percent) | 4.00% | 3.90% | 3.90% |
Other | 0.00% | 0.30% | 0.00% |
Change in valuation allowance (as a percent) | (44.60%) | (44.90%) | (43.80%) |
Effective income tax rate (as a percent) | 0.00% | 0.00% | 0.00% |
U.S. federal | |||
Operating loss carryforwards | |||
Net operating loss carryforwards | $ 38.8 | ||
Tax credit carryforwards | 11 | ||
U.S. state | |||
Operating loss carryforwards | |||
Net operating loss carryforwards | $ 38.8 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined contribution plan | |||
Employer matching contribution for employee's contributions of the first 3% of eligible compensation (as a percent) | 100.00% | ||
Percentage of eligible compensation, matched 100% by employer | 3.00% | ||
Employer matching contribution for employee's contributions of the next 2% of eligible compensation (as a percent) | 50.00% | ||
Percentage of eligible compensation, matched 50% by employer | 2.00% | ||
Company's matching contributions to the plan | $ 0.4 | $ 0.3 | $ 0.2 |
Quarterly Financial Information
Quarterly Financial Information (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Data [Abstract] | |||||||||||
Total revenue | $ 1,875 | $ 1,875 | $ 1,875 | $ 1,875 | $ 1,875 | $ 625 | $ 3,750 | $ 6,250 | |||
Loss from operations | $ (35,717) | $ (29,713) | (19,104) | (17,749) | (15,494) | (10,555) | (11,508) | (13,064) | (102,283) | (50,621) | $ (49,950) |
Net loss | $ (35,982) | $ (29,985) | $ (19,295) | $ (17,732) | $ (15,464) | $ (10,615) | $ (11,519) | $ (12,930) | $ (102,994) | $ (50,528) | $ (49,701) |
Net loss per share of common stock, basic and diluted (in dollars per share) | $ (0.67) | $ (0.57) | $ (0.37) | $ (0.35) | $ (0.30) | $ (0.24) | $ (0.44) | $ (0.33) | $ (1.97) | $ (1.15) | $ (2.02) |
Weighted average common shares outstanding, basic and diluted (in shares) | 53,850,166 | 52,205,156 | 52,174,569 | 51,350,365 | 50,770,359 | 44,214,428 | 40,809,931 | 39,251,184 | 52,398,521 | 43,794,276 | 24,655,603 |
Stock-based compensation | $ 5,903 | $ 3,427 | $ 2,383 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 01, 2017 | Jan. 31, 2017 | Jul. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 28, 2017 | Feb. 21, 2017 |
Subsequent Event. | |||||||||
Proceeds from issuance of common stock, net | $ 32,077 | $ 90,311 | $ 107,290 | ||||||
Term Loan C | |||||||||
Subsequent Event. | |||||||||
Face amount | $ 10,000 | $ 10,000 | $ 10,000 | ||||||
Term Loan C | Subsequent event | |||||||||
Subsequent Event. | |||||||||
Face amount | $ 10,000 | ||||||||
At-the-market sales facility | |||||||||
Subsequent Event. | |||||||||
Issuance of common stock, net of issuance costs (in shares) | 3,700,000 | 4,815,491 | |||||||
Proceeds from issuance of common stock, net | $ 22,000 | $ 32,100 | |||||||
At-the-market sales facility | Subsequent event | |||||||||
Subsequent Event. | |||||||||
Issuance of common stock, net of issuance costs (in shares) | 1,081,550 | ||||||||
Proceeds from issuance of common stock, net | $ 6,800 | ||||||||
Remaining amount available under the ATM sales credit facility | $ 34,900 | ||||||||
Weighted-average | At-the-market sales facility | |||||||||
Subsequent Event. | |||||||||
Offering price (in dollars per share) | $ 6.0001 | $ 6.865 | $ 6.865 | ||||||
Weighted-average | At-the-market sales facility | Subsequent event | |||||||||
Subsequent Event. | |||||||||
Offering price (in dollars per share) | $ 6.50 |