Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 |
Organization and Summary of Significant Accounting Policies | ' |
Organization and Summary of Significant Accounting Policies | ' |
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1. Organization and Summary of Significant Accounting Policies |
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Organization and Basis of Presentation |
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Fate Therapeutics, Inc. (the "Company") was incorporated in the state of Delaware on April 27, 2007 and has its principal operations in San Diego, California. The Company is a clinical-stage biopharmaceutical company engaged in the discovery and development of pharmacologic modulators of adult stem cells. Based on the Company's understanding of key biological mechanisms that guide the fate of adult stem cells, the Company has built two platforms that optimize the activity and enhance the therapeutic potential of adult stem cells: its HSC modulation platform and its Satellite Cell modulation platform. |
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As of December 31, 2013, the Company has devoted substantially all of its efforts to product development, raising capital and building infrastructure and has not generated revenues from its planned principal operations. Accordingly, the Company is considered to be in the development stage. |
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Initial Public Offering |
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On October 4, 2013, the Company completed its initial public offering (the IPO) whereby it sold 7,666,667 shares of common stock at a public offering price of $6.00 per share. Gross proceeds from the offering were $46.0 million. After giving effect to underwriting discounts, commissions, and other cash costs related to the offering, net proceeds were $40.5 million. In addition, each of the following occurred in connection with the completion of the IPO on October 4, 2013: |
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the conversion of all outstanding shares of the Company's convertible preferred stock into 7,229,590 shares of the Company's common stock (see Note 5); |
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the conversion of the Company's $22.1 million of outstanding principal and accrued interest on its convertible notes into 3,679,401 shares of common stock, the write-off of $0.3 million of unamortized debt discount and the related cash repayment of $1.7 million of outstanding principal and accrued interest on the convertible notes (see Note 4); |
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the issuance of 480,763 shares of the Company's common stock pursuant to the redemption of an aggregate of 900,000 exchangeable shares of Fate Therapeutics (Canada) Inc. ("Fate Canada"), resulting in a final fair value adjustment charge of $0.4 million on the exchangeable shares, and the resultant reclassification of the exchangeable share liability to additional paid-in capital (see Note 2); |
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the conversion of warrants to purchase 230,000 shares of convertible preferred stock into warrants to purchase 36,074 shares of the Company's common stock, and the resultant reclassification of the warrant liability to additional paid-in capital (as discussed below in Note 1); and |
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the filing of an amended and restated certificate of incorporation on October 3, 2013, authorizing 150,000,000 shares of common stock and 5,000,000 shares of undesignated preferred stock (see Note 5). |
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Use of Estimates |
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The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The preparation of the Company's consolidated financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company's consolidated financial statements and accompanying notes. The most significant estimates in the Company's consolidated financial statements relate to the valuation of equity awards and clinical trial accruals. Although these estimates are based on the Company's knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. |
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Principles of Consolidation |
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The consolidated financial statements include the accounts of the Company and its subsidiaries, Fate Therapeutics (Canada) Inc. ("Fate Canada"), Fate Therapeutics Ltd, incorporated in the United Kingdom, and Destin Therapeutics Inc., incorporated in Canada. To date, the aggregate operations of these subsidiaries have not been significant and all intercompany transactions and balances have been eliminated in consolidation. |
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Segment Reporting |
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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 in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment. |
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Fair Value of Financial Instruments |
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The carrying amounts of accounts payable and accrued liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. Based on the borrowing rates currently available to the Company for loans with similar terms, which is considered a Level 2 input, the Company believes that the fair value of long-term debt approximates its carrying value. |
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The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an 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 such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: |
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Level 1: Observable inputs such as quoted prices in active markets; |
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Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and |
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Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions |
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As of December 31, 2013 and 2012, the carrying amount of cash equivalents was $52.3 million and $1.3 million, respectively, which approximates fair value and was determined based upon Level 1 inputs. Cash equivalents primarily consisted of money market funds. As of December 31, 2013 and 2012, the Company did not hold any Level 2 or Level 3 financial assets that are recorded at fair value on a recurring basis. |
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Financial liabilities that were measured at fair value on a recurring basis include the preferred stock warrant liability and exchangeable shares for the period the liabilities were outstanding (see Note 2). None of the Company's non-financial assets or liabilities is recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. |
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As of December 31, 2013, the Company had no liabilities measured at fair value on a recurring basis. Liabilities measured at fair value on a recurring basis as of December 31, 2012 are as follows (in thousands): |
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| | | | Fair Value Measurements | |
at Reporting Date Using |
| | Total | | Quoted Prices in | | Significant | | Significant | |
Active Markets for | Other | Unobservable |
Identical | Observable | Inputs |
Assets | Inputs | (Level 3) |
(Level 1) | (Level 2) | |
As of December 31, 2012: | | | | | | | | | | | | | |
Warrant liability | | $ | 184 | | $ | — | | $ | — | | $ | 184 | |
Exchangeable share liability | | | 551 | | | — | | | — | | | 551 | |
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| | $ | 735 | | $ | — | | $ | — | | $ | 735 | |
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The preferred stock warrant liability was recorded at fair value using the Black-Scholes option pricing model and the exchangeable share liability was recorded at fair value based on the fair value of the underlying common stock. These liabilities were reclassified from liabilities to stockholders' equity as a result of the completion of the Company's IPO on October 4, 2013, which was the final fair value measurement date for each. |
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The following assumptions were used in the Black-Scholes option pricing model to determine the fair value of the preferred stock warrant liability: |
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| | As of | | As of | | | | | | | |
October 4, 2013 | December 31, 2012 | | | | | | |
Risk-free interest rate | | | 2.1 | % | | 1.2 | % | | | | | | |
Expected volatility | | | 85.9 | % | | 93.5 | % | | | | | | |
Remaining contractual term (in years) | | | 7.55 | | | 8.31 | | | | | | | |
Expected dividend yield | | | 0 | % | | 0 | % | | | | | | |
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The following fair values per share of the Company's underlying convertible preferred stock and common stock were used to determine the fair value of the preferred stock warrant liability and the Exchangeable Shares (as defined in Note 2): |
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| | As of | | As of | | | | | | | |
October 4, 2013 | December 31, 2012 | | | | | | |
Series B convertible preferred stock | | $ | 6.9 | | $ | 0.92 | | | | | | | |
Series C convertible preferred stock | | | 6.9 | | | 0.99 | | | | | | | |
Common stock | | | 6.9 | | | 1.37 | | | | | | | |
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The fair value of the convertible preferred stock and common stock, prior to it being actively traded subsequent to the Company' IPO, was determined using a probability weighted expected return model. The key inputs into the model included the probability and timing of expected liquidity event dates, discount rates and the selection of appropriate market comparable transactions and multiples to apply to the Company's various historical and forecasted operational metrics. |
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The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs (in thousands): |
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| | Warrant | | Exchangeable | | | | | | | |
Liability | Share | | | | | | |
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Balance at December 31, 2011 | | $ | 221 | | $ | 563 | | | | | | | |
Issuance of exchangeable shares | | | — | | | 78 | | | | | | | |
Change in fair value | | | (37 | ) | | (90 | ) | | | | | | |
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Balance at December 31, 2012 | | | 184 | | | 551 | | | | | | | |
Issuance of exchangeable shares | | | — | | | 346 | | | | | | | |
Change in fair value | | | 8 | | | 2,421 | | | | | | | |
Transfer to stockholders' equity at fair value upon closing of IPO | | | (192 | ) | | (3,318 | ) | | | | | | |
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Balance at December 31, 2013 | | $ | — | | $ | — | | | | | | | |
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Cash and Cash Equivalents |
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Cash and cash equivalents include cash in readily available checking and savings accounts, money market accounts and money market funds. The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. |
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Concentration of Credit Risk |
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Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. |
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Property and Equipment |
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Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets (generally two to five years) and generally consist of furniture and fixtures, computers, scientific and office equipment. Repairs and maintenance costs are charged to expense as incurred. |
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Impairment of Long-Lived Assets |
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Long-lived assets consist primarily of property and equipment. An impairment loss is recorded if and when events and circumstances indicate that assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. While the Company's current and historical operating losses and negative cash flows are indicators of impairment, management believes that future cash flows to be received support the carrying value of its long-lived assets and, accordingly, has not recognized any impairment losses since inception. |
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Other Assets |
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Other assets capitalized during 2013 consisted of the Company's deferred IPO costs prior to the closing of the IPO on October 4, 2013. These costs represent legal, accounting and other direct costs related to the Company's efforts to raise capital through a public sale of its common stock. Upon closing of the IPO, the costs were reclassified to additional paid-in capital as a reduction of the IPO proceeds. |
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Deferred Rent |
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Deferred rent consists of the difference between cash payments and the recognition of rent expense on a straight-line basis for the facilities the Company occupies. The Company's lease for its facilities provides for fixed increases in minimum annual rental payments. The total amount of rental payments due over the lease term is being charged to rent expense ratably over the life of the lease. |
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Preferred Stock Warrant Liability |
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The Company historically issued freestanding warrants to purchase shares of its convertible preferred stock. The fair value of these warrants was classified as a current liability in the accompanying consolidated balance sheets since the underlying convertible preferred stock was classified as temporary equity in the accompanying consolidated balance sheets instead of in stockholders' equity (deficit) in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities. Upon certain change in control events outside of the Company's control, including liquidation, sale or transfer of control of the Company, holders of the convertible preferred stock could have caused its redemption. The warrants were recorded at fair value using the Black-Scholes option pricing model with any changes in fair value being recognized as a component of other income (expense) in the accompanying consolidated statements of operations and comprehensive loss. Both the convertible preferred stock and the warrant liability were reclassified into stockholders' equity (deficit) as a result of the Company's IPO on October 4, 2013. |
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Revenue Recognition |
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The Company recognizes revenues when all four of the following criteria are met: (i) persuasive evidence that an agreement exists; (ii) delivery of the products and/or services has occurred; (iii) the selling price is fixed or determinable; and (iv) collectibility is reasonably assured. |
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Revenue arrangements with multiple elements are analyzed to determine whether the elements can be divided into separate units of accounting or whether the elements must be accounted for as a single unit of accounting. The Company divides the elements into separate units of accounting and applies the applicable revenue recognition criteria to each of the elements, if the delivered elements have value to the customer on a stand-alone basis, if the arrangement includes a general right of return relative to the delivered elements, and if the delivery or performance of the undelivered elements is considered probable and substantially within the Company's control. |
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For transactions entered into prior to 2011, revenue was allocated to each element based on its relative fair value when objective and reliable evidence of fair value existed for all elements in an arrangement. If an element was sold on a stand-alone basis, the fair value of the element was the price charged for the element. When the Company was unable to establish fair value for delivered elements or when fair value of undelivered elements had not been established, revenue was deferred until all elements were delivered or until fair value could be objectively determined for any undelivered elements. |
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Beginning in 2011, revenue is allocated to each element at the inception of the arrangement using the relative selling price method that is based on a three-tier hierarchy. The relative selling price method requires that the estimated selling price for each element be based on vendor-specific objective evidence ("VSOE") of fair value, which represents the price charged for each element when it is sold separately or, for an element not yet being sold separately, the price established by management. When VSOE of fair value is not available, third-party evidence ("TPE") of fair value is acceptable, or a best estimate of selling price is used if neither VSOE nor TPE is available. A best estimate of selling price should be consistent with the objective of determining the price at which the Company would transact if the element were sold regularly on a stand-alone basis and should also take into account market conditions and company-specific factors. The Company has not entered into or materially modified any multiple element arrangements subsequent to 2010. |
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Revenue arrangements with multiple elements may include license fees, research and development payments, milestone payments, other contingent payments, and royalties on any product sales derived from collaborations. The Company recognizes nonrefundable license fees with stand-alone value as revenue at the time that the Company has satisfied all performance obligations, and recognizes license fees without stand-alone value as revenue in combination with any undelivered performance obligations. The Company recognizes a research and development payment as revenue over the term of the collaboration agreement as contracted amounts are earned, or reimbursable costs are incurred, under the agreement, where contracted amounts are considered to be earned in relative proportion to the performance required under the applicable agreement. The Company recognizes a milestone payment, which is contingent upon the achievement of a milestone in its entirety, as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. These criteria include the following: (i) the consideration being earned should be commensurate with either the Company's performance to achieve the milestone or the enhancement of the value of the item delivered as a result of a specific outcome resulting from the Company's performance to achieve the milestone; (ii) the consideration being earned should relate solely to past performance; (iii) the consideration being earned should be reasonable relative to all deliverables and payment terms in the arrangement; and (iv) the milestone should be considered in its entirety and cannot be bifurcated into substantive and nonsubstantive components. Any amounts received pursuant to revenue arrangements with multiple elements prior to satisfying the Company's revenue recognition criteria are recorded as deferred revenue on the Company's consolidated balance sheets. |
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Revenue from government grants is recorded when reimbursable expenses are incurred under the grant in accordance with the terms of the grant award. The receivable for reimbursable amounts that have not been collected is reflected in prepaid and other current assets. |
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Research and Development Costs |
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All research and development costs are expensed as incurred. |
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Patent Costs |
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Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. |
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Stock-Based Compensation |
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Stock-based compensation expense represents the cost of the grant date fair value of employee stock option grants recognized over the requisite service period of the awards (usually the vesting period) on a straight-line basis, net of estimated forfeitures. For stock option grants with performance-based milestones, the expense is recorded over the remaining service period after the point when the achievement of the milestone is probable or the performance condition has been achieved. For stock option grants with both performance-based milestones and market conditions, expense is recorded over the derived service period after the point when the achievement of the performance-based milestone is probable or the performance condition has been achieved. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, with the exception of option grants with both performance-based milestones and market conditions, which are valued using a lattice based model. |
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The Company accounts for stock options and restricted stock awards to non-employees using the fair value approach. Stock options and restricted stock awards to non-employees are subject to periodic revaluation over their vesting terms. For stock option grants with performance-based milestones, the expense is recorded over the remaining service period after the point when the performance condition has been achieved. |
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Income Taxes |
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The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. |
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The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. |
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The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. |
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Comprehensive Loss |
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Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. Net loss and comprehensive loss were the same for all periods presented. |
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Net Loss Per Common Share |
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Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Excluded from the weighted-average number of shares outstanding are shares which have been issued upon the early exercise of stock options and are subject to future vesting and unvested restricted stock totaling 107,570 shares, 173,772 shares, and 303,253 shares for the years ended December 31, 2013, 2012, and 2011, respectively. Diluted net loss per common share is calculated by dividing the net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of convertible preferred stock, warrants for the purchase of convertible preferred stock, exchangeable shares and options outstanding under the Company's stock option plans. For all periods presented, there is no difference in the number of common shares used to calculate basic and diluted common shares outstanding due to the Company's net loss position. |
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Potentially dilutive securities not included in the calculation of diluted net loss per common share because to do so would be anti-dilutive are as follows (in common stock equivalent shares): |
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| | As of December 31, | | | | |
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Convertible preferred stock outstanding | | | — | | | 7,229,590 | | | 5,385,353 | | | | |
Warrants for convertible preferred stock | | | — | | | 36,074 | | | 36,074 | | | | |
Warrants for common stock | | | 36,074 | | | — | | | — | | | | |
Exchangeable shares | | | — | | | 403,841 | | | 346,147 | | | | |
Common stock options | | | 1,726,991 | | | 1,432,369 | | | 305,192 | | | | |
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| | | 1,763,065 | | | 9,101,874 | | | 6,072,766 | | | | |
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The convertible preferred stock and exchangeable shares were converted into shares of the Company's stock as a result of the completion of the Company's IPO on October 4, 2013. |
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