Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 11, 2015 | |
Document Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | KMPH | |
Entity Registrant Name | KEMPHARM, INC | |
Entity Central Index Key | 1,434,647 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 14,448,826 |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 59,009 | $ 10,255 |
Prepaid expenses and other current assets | 607 | 23 |
Total current assets | 59,616 | 10,278 |
Debt issuance costs, net | 1,215 | 1,468 |
Property and equipment, net | 386 | 352 |
Other long-term assets | 199 | 1,616 |
Total assets | 61,416 | 13,714 |
Current liabilities: | ||
Accounts payable and accrued expenses | 4,031 | 3,711 |
Current portion of convertible notes | 1,097 | 77 |
Current portion of term notes | 1,632 | 115 |
Current portion of capital lease obligation | 32 | 32 |
Total current liabilities | 6,792 | 3,935 |
Convertible notes, net | 7,708 | 7,235 |
Term notes, net | 11,562 | 10,853 |
Derivative and warrant liability | 41,097 | 15,966 |
Capital lease obligation, net | 3 | 26 |
Total liabilities | $ 67,162 | $ 38,015 |
Commitments and contingencies (Note D) | ||
Redeemable convertible preferred stock: | ||
Total Redeemable Convertible Preferred Stock | $ 24,207 | |
Stockholders’ deficit: | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized, 14,241,562 shares issued and outstanding as of September 30, 2015 (unaudited); $0.0001 par value, 140,000,000 shares authorized, 2,381,041 shares issued and outstanding as of December 31, 2014 | $ 3 | 2 |
Additional paid-in capital | $ 89,873 | $ 1,650 |
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued or outstanding as of September 30, 2015 (unaudited) or December 31, 2014, respectively | ||
Accumulated deficit | $ (95,622) | $ (50,160) |
Total stockholders' deficit | (5,746) | (48,508) |
Total liabilities, redeemable convertible preferred stock, and stockholders' deficit | $ 61,416 | 13,714 |
Series A Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock: | ||
Total Redeemable Convertible Preferred Stock | 3,343 | |
Series B Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock: | ||
Total Redeemable Convertible Preferred Stock | 3,313 | |
Series C Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock: | ||
Total Redeemable Convertible Preferred Stock | 11,892 | |
Series D Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock: | ||
Total Redeemable Convertible Preferred Stock | 5,659 | |
Series D-1 Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock: | ||
Total Redeemable Convertible Preferred Stock | $ 0 |
UNAUDITED CONDENSED BALANCE SH3
UNAUDITED CONDENSED BALANCE SHEETS (PARENTHETICAL) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Redeemable convertible preferred stock, shares outstanding | 41,737,048 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 140,000,000 |
Common stock, shares issued | 14,241,562 | 2,381,041 |
Common stock, shares outstanding | 14,241,562 | 2,381,041 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series A Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 0 | 9,705,000 |
Redeemable convertible preferred stock, shares issued | 0 | 9,704,215 |
Redeemable convertible preferred stock, shares outstanding | 0 | 9,704,215 |
Series B Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 0 | 6,220,000 |
Redeemable convertible preferred stock, shares issued | 0 | 6,220,000 |
Redeemable convertible preferred stock, shares outstanding | 0 | 6,220,000 |
Series C Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 0 | 18,558,000 |
Redeemable convertible preferred stock, shares issued | 0 | 18,557,408 |
Redeemable convertible preferred stock, shares outstanding | 0 | 18,557,408 |
Series D Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 0 | 75,000,000 |
Redeemable convertible preferred stock, shares issued | 0 | 7,255,425 |
Redeemable convertible preferred stock, shares outstanding | 0 | 7,255,425 |
Series D-1 Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 0 | 0 |
Redeemable convertible preferred stock, shares issued | 0 | 0 |
Redeemable convertible preferred stock, shares outstanding | 0 | 0 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
Research and development | 4,328 | 3,253 | 9,215 | 6,006 |
General and administrative | 2,152 | 1,086 | 6,317 | 2,949 |
Total operating expenses | 6,480 | 4,339 | 15,532 | 8,955 |
Loss from operations | (6,480) | (4,339) | (15,532) | (8,955) |
Other income (expenses): | ||||
Gain on extinguishment of debt | 1,900 | |||
Amortization of debt discount | (479) | (477) | (1,434) | (636) |
Interest expense | (687) | (173) | (1,973) | (974) |
Fair value adjustment | (2,089) | (2,189) | (26,512) | (4,002) |
Interest and other income | 11 | 3 | 17 | 3 |
Total other expenses | (3,244) | (2,836) | (29,902) | (3,709) |
Loss before income taxes | (9,724) | (7,175) | (45,434) | (12,664) |
Income tax (expense) benefit | (20) | 38 | (27) | 49 |
Net loss | $ (9,744) | $ (7,137) | $ (45,461) | $ (12,615) |
Net loss per share: | ||||
Basic and diluted | $ (0.68) | $ (3) | $ (4.71) | $ (5.30) |
Weighted average common shares outstanding: | ||||
Basic and diluted | 14,232,133 | 2,381,041 | 9,643,231 | 2,381,041 |
UNAUDITED CONDENSED STATEMENTS5
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (45,461) | $ (12,615) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on extinguishment of debt | (1,900) | |
Stock-based compensation expense | 1,456 | 169 |
Non-cash interest expense | 1,956 | 972 |
Amortization of debt issuance costs and debt discount | 1,434 | 636 |
Depreciation and amortization expense | 61 | 56 |
Fair value adjustment | 26,512 | 4,002 |
Change in assets and liabilities: | ||
Prepaid expenses and other assets | (576) | (536) |
Accounts payable and accrued expenses | (1,784) | 1,316 |
Current portion of convertible notes | 1,020 | 77 |
Current portion of term notes | 1,517 | 115 |
Net cash used in operating activities | (13,865) | (7,708) |
Cash flows from investing activities: | ||
Proceeds from sale of asset | 2 | |
Purchases of property and equipment | (95) | (19) |
Net cash used in investing activities | (95) | (17) |
Cash flows from financing activities: | ||
Proceeds from initial public offering, net of underwriting discounts and commissions | 59,892 | |
Payment of deferred offering costs | (1,244) | |
Proceeds from issuance of debt | 25,000 | |
Repayment of line of credit | (35) | |
Payment of debt and stock issuance costs | (163) | |
Repayment of obligations under capital lease | (24) | (24) |
Proceeds from exercise of warrants | 88 | |
Net cash provided by financing activities | 62,714 | 24,778 |
Net increase in cash and cash equivalents | 48,754 | 17,053 |
Cash and equivalents, beginning of period | 10,255 | 1,969 |
Cash and equivalents, end of period | 59,009 | 19,022 |
Supplemental cash flow information: | ||
Cash paid for interest | 1 | |
Conversion of preferred stock into common stock upon initial public offering | 28,209 | |
Offering expense charged to equity | 2,812 | |
Reclassification of 2013 warrants to equity | 1,110 | |
Transfer of warrants to equity upon exercise | 281 | |
Capitalization of patents | 162 | |
Conversion of 2013 Convertible Notes into Series D Preferred Stock | 4,160 | |
Issuance of Deerfield warrant allocated to debt discount | 7,610 | |
Embedded Deerfield put option allocated to debt discount | 220 | |
Issuance of Series D Preferred Stock as transaction fee | 1,500 | |
Deferred offering costs included in accounts payable and accrued expense | $ 313 | |
Series D-1 Preferred | ||
Cash flows from financing activities: | ||
Proceeds from issuance of Series D-1 Preferred Stock | 4,000 | |
Series D Preferred | ||
Cash flows from financing activities: | ||
Proceeds from exercise of warrants | $ 2 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | A. Description of Business and Basis of Presentation Organization KemPharm, Inc. (the “Company”) is a clinical-stage specialty pharmaceutical company engaged in the discovery and development of proprietary prodrugs. The Company was formed on October 30, 2006, and incorporated in Iowa, and reorganized in Delaware on May 30, 2014. Through the use of its Ligand Activated Therapy (“LAT”) platform technology, the Company is able to initiate and pursue the development of improved versions of widely prescribed, approved drugs. The Company has experienced recurring losses from operations and negative operating cash flows due to its ongoing research and development of its potential product candidates. Various internal and external factors will affect whether and when the candidates become approved drugs and how significant their market share will be. The length of time and cost of developing and commercializing these candidates and/or failure of them at any stage of the drug approval process will materially affect the Company’s financial condition and future operations. The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and related notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included in the accompanying financial statements. Operating results for the three and nine months ended September 30, 2015, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015. This interim information should be read in conjunction with the audited financial statements included in the Company’s prospectus dated April 15, 2015, and filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended. Reverse Stock Split In April 2015, the Company effected a 1-for-7.5 reverse stock split of its issued common stock. All applicable share data, per share amounts and related information in the unaudited condensed financial statements and notes thereto have been adjusted retroactively to give effect to the 1-for-7.5 reverse stock split. Initial Public Offering In April 2015, the Company completed an initial public offering (“IPO”) of its common stock. In connection with the initial closing of the IPO, the Company sold an aggregate of 5,090,909 shares of common stock at a price to the public of $11.00 per share. In May 2015, the underwriters in the IPO exercised their option to purchase additional shares pursuant to which the Company sold an additional 763,636 shares of common stock at a price equal to the public price of $11.00 per share. In the aggregate, net proceeds from the IPO including net proceeds from the underwriters’ exercise of their option to purchase additional shares, were $59.9 million, after deducting underwriting discounts and commissions of $4.5 million. In addition, offering expenses totaled $2.8 million. Upon completion of the IPO, all outstanding shares of the Company’s redeemable convertible preferred stock were converted or reclassified into 5,980,564 shares of common stock and all outstanding warrants to acquire shares of the Company’s redeemable convertible preferred stock became warrants to acquire the Company’s common stock. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported net loss. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | B. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the useful lives of property and equipment, the fair value of the Company’s common stock prior to the IPO and assumptions used for purposes of determining stock-based compensation, income taxes, and the fair value of the derivative and warrant liability, among others. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable, the results of which form the basis for making judgements about the carrying value of assets and liabilities. Application of New or Revised Accounting Standards—Adopted From time to time, the Financial Accounting Standards Board (the “FASB”) or other standard-setting bodies issue accounting standards that are adopted by the Company as of the specified effective date. On April 5, 2012, President Obama signed the Jump-Start Our Business Startups Act (the “JOBS Act”) into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an emerging growth company. As an emerging growth company, the Company may elect to adopt new or revised accounting standards when they become effective for non-public companies, which typically is later than public companies must adopt the standards. The Company has elected not to take advantage of the extended transition period afforded by the JOBS Act and, as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. In July 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exist In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation The Company early adopted ASU 2014-10. The amendments primarily relate to disclosure matters and, therefore, had no impact on the Company’s financial statements, other than the elimination of previously required disclosures including inception-to-date financial information. Application of New or Revised Accounting Standards—Not Yet Adopted In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (ASC Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target Could Be Achieved After the Requisite Service Period In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In May 2014, the FASB issued ASU No. 2014-09, amending revenue guidance to clarify the principles for recognizing revenue from contracts with customers. The guidance requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. The guidance also requires expanded disclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, which makes the guidance effective for the Company’s interim and annual periods beginning January 1, 2018. The Company is currently evaluating the impact of this guidance on its financial statements and disclosures. In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30) |
Debt Obligations
Debt Obligations | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Obligations | C. Debt Obligations Deerfield Facility Agreement On June 2, 2014, the Company entered into a $60 million facility agreement (the “Deerfield Facility Agreement”) with Deerfield Private Design Fund III, LP (“Deerfield”). The first payment to the Company under the terms of the Deerfield Facility Agreement consisted of a term loan of $15 million (the “Term Notes”) and a senior secured loan of $10 million (the “Deerfield Convertible Notes”). All loans issued under the Deerfield Facility Agreement bear interest at 9.75% per annum. Deerfield may convert any portion of the outstanding principal and any accrued but unpaid interest on the Deerfield Convertible Notes into shares of the Company’s common stock at an initial conversion price of $5.85 per share. At its option, the Company may convert the outstanding principal and accrued interest under the Deerfield Convertible Notes into shares of the Company’s common stock at an initial conversion price of $5.85 per share if either of the following occurs prior to June 30, 2016: (i) the FDA has approved, without requiring the performance of an efficacy study, a new drug application (“NDA”) for the Company’s product candidate, KP201/APAP, which consists of KP201, the Company’s prodrug of hydrocodone, formulated in combination with acetaminophen (“APAP”) for the treatment of acute pain; or (ii) the FDA has accepted the NDA for KP201/APAP for review and a qualified initial public offering, as defined in the Deerfield Facility Agreement, has occurred. The Company also issued to Deerfield a warrant to purchase 14,423,076 shares of Series D redeemable convertible preferred stock (“Series D Preferred”) at an exercise price of $0.78 per share, which is exercisable until June 2, 2024 (the “Deerfield Warrant”). Upon completion of the IPO, the Deerfield Warrant automatically converted into a warrant to purchase 1,923,077 shares of the Company’s common stock at an exercise price of $5.85 per share. In the event that a Major Transaction occurs, as defined below, Deerfield may require the Company redeem the Deerfield Warrant for a cash amount equal to the Black-Scholes value of the portion of the Deerfield Warrant to be redeemed (the “Put Option”). A Major Transaction is (i) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event; (ii) the sale or transfer in one transaction or a series of related transactions of all or substantially all of the assets of the Company; (iii) a third-party purchase, tender or exchange offer made to the holders of outstanding shares, such that following such purchase, tender or exchange offer a change of control has occurred; (iv) the liquidation, bankruptcy, insolvency, dissolution or winding-up affecting the Company; (v) the shares of the Company’s common stock cease to be listed on any eligible market; and (vi) at any time, the shares of the Company’s common stock cease to be registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Company issued to Deerfield 1,923,077 shares of Series D Preferred as consideration for the loans provided to the Company under the Deerfield Facility Agreement. Upon completion of the IPO, these shares automatically reclassified into 256,410 shares of the Company’s common stock. The Company recorded the fair value of the shares of Series D Preferred of $1.5 million, to debt issuance costs on the date of issuance. The Company recorded the fair value of the Deerfield Warrant of $7.6 million and the fair value of the embedded Put Option of $220,000 to debt discount on the date of issuance. The debt issuance costs and debt discount are amortized over the term of the related debt and the expense is recorded as interest expense in the statements of operations. The Company must repay one-third of the outstanding principal amount of all debt issued under the Deerfield Facility Agreement on the fourth and fifth anniversaries of the Deerfield Facility Agreement. The Company is then obligated to repay the balance of the outstanding principal amount on February 14, 2020. Interest accrued on outstanding debt under the Deerfield Facility Agreement is due quarterly in arrears. Upon notice to Deerfield, the Company may choose to have one or more of the first eight of such scheduled interest payments added to the outstanding principal amount of the debt issued under the Deerfield Facility Agreement, provided that all such interest will be due on July 1, 2016. The Company has elected this option on all five of the scheduled interest payments to date. The accrued interest added to outstanding principal is reflected in the condensed balance sheets as current portion of convertible notes and current portion of term notes. Deerfield is obligated to provide three additional tranches upon the Company’s request and after the satisfaction of specified conditions, including the FDA’s acceptance of an NDA for KP201/APAP, and, for the final two tranches, the subsequent approval for commercial sale thereof. As of September 30, 2015, borrowings available to the Company under the Deerfield Facility Agreement were $35 million. Under the terms of the Deerfield Facility Agreement, future tranches to the Company are as follows: · The second tranche consists of a $10.0 million term loan that bears interest at 9.75% and a warrant to purchase 1,282,052 shares of the Company’s common stock at an exercise price of $5.85 per share. · The third and fourth tranches each consist of a $12.5 million term loan that bears interest at 9.75% and a warrant exercisable for the number of shares equal to 60% of the principal amount of such disbursement divided by 115% of the volume weighted average sales price of the Company’s common stock for the 20 consecutive trading days immediately prior to the date of such disbursement with an exercise price per share equal to such weighted average sales price. Conversion of 2013 Convertible Notes into Series D Preferred From June 2013 through October 2013, the Company issued 10.0% unsecured convertible promissory notes (the “2013 Convertible Notes”) for gross proceeds of $3.8 million. The 2013 Convertible Notes accrued interest from the date of issuance through the maturity date, with such interest payable in cash upon maturity. The 2013 Convertible Notes did not have a stated maturity date and instead matured under various scenarios, such as the sale of substantially all of the assets of the Company, dissolution of the Company, failure to observe covenants, and voluntary or involuntary bankruptcy. In accordance with the terms of the 2013 Convertible Notes, and effected by the written consent of the holders of a majority of the outstanding principal of such notes, on June 2, 2014, the principal amount of the 2013 Convertible Notes of $3.8 million and all accrued interest of $0.3 million converted into 5,332,348 shares of Series D Preferred at $0.78 per share. Upon the conversion of the 2013 Convertible Notes, the embedded conversion feature of the 2013 Convertible Notes and Put Option was marked to fair value and the balance of $1.9 million was recorded as a gain on extinguishment of debt. Line of Credit The Company has a $50,000 credit agreement with a financial institution (the “Line of Credit Agreement”). As of September 30, 2015 and December 31, 2014, the Company had $50,000 available under the Line of Credit Agreement. The Line of Credit Agreement is collateralized by all of the Company’s business assets as well as the personal guarantees of the Company’s officers. The Line of Credit Agreement contains no financial covenants. Borrowings under the Line of Credit Agreement carry interest at a rate equal to the prime rate plus 1.75% per annum. The Company is required to make interest only payments on any draws under the Line of Credit Agreement. The interest rate under the Line of Credit Agreement was 5% for the three and nine months ended September 30, 2015, and September 30, 2014. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | D. Commitments and Contingencies From time to time, the Company is involved in various legal proceedings arising in the normal course of business. For some matters, a liability is not probable or the amount cannot be reasonably estimated and, therefore, an accrual has not been made. However, for such matters when it is probable that the Company has incurred a liability and can reasonably estimate the amount, the Company accrues and discloses such estimates. In 2014, a former financial advisor of the Company filed a request with the Iowa District Court to declare valid a purported right of first refusal to serve as the Company’s exclusive financial advisor for specified strategic transactions and to receive fees for the specified strategic transactions irrespective of whether any such specified transaction occurred during or after the term of the financial advisor’s service agreement. This filing by the former financial advisor was made in response to an action initiated by the Company in 2013 seeking a declaratory judgement finding that such purported right was invalid and unenforceable. Two former members of the Company’s board of directors (the “Board”) joined the lawsuit as intervenors based on the former financial advisor’s purported assignment of its rights, or a portion thereof, under the agreement to the intervenors. In September 2015, the court granted summary judgement in favor of the Company with respect to the Company’s declaratory judgement action and the former financial advisor’s counterclaims and the Company separately entered into settlement agreements with each of the intervenors. The settlements reached with the intervenors did not differ from the accrual previously recorded by the Company by a material amount. The former financial advisor subsequently filed a notice of appeal of the court’s ruling with the Supreme Court of Iowa and the appeal is pending. The Company is unable to predict the timing or ultimate outcome of this litigation as of the date of this report. However, if it is determined that such purported right of first refusal and right to receive a cash fee related to any such specified strategic transactions are valid, then the Company could be required to pay the counterparty a portion of the consideration or proceeds received in any such specified strategic transaction, potentially including the Deerfield Facility Agreement, the IPO, the sale of the Company’s Series D-1 redeemable convertible preferred stock (“Series D-1 Preferred”) to Cowen KP Investment LLC (“Cowen”), and future capital raising and other strategic transactions. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Warrants | 9 Months Ended |
Sep. 30, 2015 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock and Warrants | E. Redeemable Convertible Preferred Stock and Warrants Authorized, Issued, and Outstanding Redeemable Convertible Preferred Stock In April 2015, the Company amended and restated its Certificate of Incorporation to decrease the number of its authorized shares of preferred stock to 10,000,000 shares with a par value of $0.0001 per share. As described in Note A, in April 2015, the Company completed an IPO of its common stock. Upon completion of the IPO, all outstanding shares of the Company’s redeemable convertible preferred stock were automatically converted or reclassified into an aggregate of 5,980,564 shares of the Company’s common stock. As of September 30, 2015, the Company had 10,000,000 shares of authorized and undesignated preferred stock, and did not have any preferred stock outstanding. Preferred Stock Activity The following table summarizes redeemable convertible preferred stock activity for the nine months ended September 30, 2015: Shares of Series A Preferred Series B Preferred Series C Preferred Series D Preferred Series D-1 Preferred Total Balance, December 31, 2014 9,704,215 6,220,000 18,557,408 7,255,425 — 41,737,048 Issuance of Series D-1 Preferred Stock — — — — 3,200,000 3,200,000 Exercise of Series D Preferred Warrants — — — 3,205 — 3,205 Less: Conversion of Preferred Stock into Common Stock upon IPO (9,704,215 ) (6,220,000 ) (18,557,408 ) (7,258,630 ) (3,200,000 ) (44,940,253 ) Balance, September 30, 2015 — — — — — — Series D-1 Redeemable Convertible Preferred Stock In February 2015, the Company entered into a stock purchase agreement with Cowen in which Cowen agreed to purchase and the Company agreed to sell 3,200,000 shares of the Company’s Series D-1 Preferred for $1.25 per share, or an aggregate of $4 million. Upon completion of the IPO, these shares automatically converted into 415,584 shares of the Company’s common stock. Warrants As described in Note A, in April 2015, the Company completed an IPO of its common stock. Upon completion of the IPO, and as of September 30, 2015, warrants to purchase 15,499,324 shares of Series D Preferred were reclassified into warrants to purchase 2,066,543 shares of the Company’s common stock. As of December 31, 2014, the Company had outstanding warrants to purchase 15,502,529 shares of Series D Preferred at an exercise price of $0.78 per share. During the nine months ended September 30, 2015, warrants to purchase 3,205 shares of Series D Preferred were exercised. During 2013, the Company issued $3.8 million of convertible notes and the warrants (the “2013 Warrants”) to purchase 1,079,453 shares of equity securities in a future financing meeting specified criteria (a “Qualified Financing”) (Note C). The 2013 Warrants allow the holders to purchase shares of the same class and series of equity securities issued in the Qualified Financing for an exercise price equal to the per share price paid by the purchasers of such equity securities in the Qualified Financing. When the Company entered into the Deerfield Facility Agreement, the 2013 Warrants became warrants to purchase 1,079,453 shares of Series D Preferred. Upon completion of the IPO, the 2013 Warrants automatically converted into warrants to purchase 143,466 shares of the Company’s common stock at an exercise price of $5.85 per share. The 2013 Warrants, if unexercised, expire on the earlier of June 2, 2019, or upon a liquidation event. On June 2, 2014, pursuant to the terms of the Deerfield Facility Agreement, the Company issued the Deerfield Warrant to purchase 14,423,076 shares of Series D Preferred (Note C). The Company recorded the fair value of the Deerfield Warrant as a debt discount and a warrant liability. The Deerfield Warrant, if unexercised, expires on the earlier of June 2, 2024, or upon a liquidation event. Upon completion of the IPO, the Deerfield Warrant automatically converted into a warrant to purchase 1,923,077 shares of the Company’s common stock at an exercise price of $5.85 per share. The Company is amortizing the debt discount to interest expense over the term of the Term Notes and the Deerfield Convertible Notes. The Company determined that the 2013 Warrants and Deerfield Warrant should be recorded as a liability and stated at fair value at each reporting period upon inception. As stated above, upon completion of the IPO, the 2013 Warrants and the Deerfield Warrant automatically converted into warrants to purchase the Company’s common stock. The Company determined that the 2013 Warrants should be marked to fair value and reclassified to equity upon closing of the IPO. The Deerfield Warrant remains classified as a liability and is recorded at fair value at each reporting period since it can be settled in cash. Changes to the fair value of the warrant liability are recorded through the statements of operations as a fair value adjustment (Note H). |
Common Stock and Warrants
Common Stock and Warrants | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Common Stock and Warrants | F. Common Stock and Warrants Authorized, Issued, and Outstanding Common Shares In April 2015, the Company amended and restated its Certificate of Incorporation to increase the number of its authorized shares of common stock to 250,000,000 shares. Of the authorized shares, 14,241,562 and 2,381,041 shares of common stock were issued and outstanding at September 30, 2015 and December 31, 2014, respectively. At September 30, 2015 and December 31, 2014, the Company had reserved authorized shares of common stock for future issuance as follows: September 30, 2015 December 31, 2014 Conversion of Series A Preferred — 1,293,838 Conversion of Series B Preferred — 829,234 Conversion of Series C Preferred — 2,474,121 Conversion of Series D Preferred — 967,359 Conversion of Series D-1 Preferred — — Conversion of Deerfield Convertible Notes 1,943,458 1,808,353 Outstanding awards under equity incentive plans 1,390,438 395,185 Outstanding common stock warrants 2,636,180 595,920 Outstanding Series D Preferred warrants — 2,066,970 Possible future issuances under equity incentive plans 1,422,498 365,706 Total common shares reserved for future issuance 7,392,574 10,796,686 Common Stock Activity The following table summarizes common stock activity for the nine months ended September 30, 2015: Shares of Common Stock Beginning balance at December 31, 2014 2,381,041 Issuance of common stock in connection with initial public offering 5,854,545 Conversion of preferred stock to common stock in connection with initial public offering 5,980,564 Common stock warrants exercised 24,746 Common stock options exercised 666 Ending balance at September 30, 2015 14,241,562 The Company calculates the fair value of common stock warrants using a Monte Carlo simulation. There were warrants exercised for an aggregate of 24,746 shares of common stock during the nine months ended September 30, 2015, and there were no warrants exercised in the nine months ended September 30, 2014. From 2008 through 2012, the Company issued warrants to purchase 595,920 shares of common stock in its private placement offerings of Series A Preferred, Series B Preferred and Series C Preferred (the “Underwriter Warrants”) and for leasing laboratory space. The Company accounted for the Underwriter Warrants as a derivative liability, which is adjusted to fair value at each reporting period, with the change in fair value recorded within other expenses in the statements of operations. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Share Based Compensation Allocation And Classification In Financial Statements [Abstract] | |
Stock-Based Compensation | G. Stock-Based Compensation The Company maintains a stock-based compensation plan (the “Incentive Stock Plan”) that governs stock awards made to employees and directors prior to completion of the IPO. In November 2014, the Board, and in April 2015, the Company’s stockholders, approved the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) which became effective in April 2015 and, effective as of such time the Company determined not to make any further grants under the Incentive Stock Plan. The 2014 Plan provides for the grant of stock options, other forms of equity compensation, and performance cash awards. The maximum number of shares of common stock that may be issued under the 2014 Plan is 2,266,666. In addition, the number of shares of common stock reserved for issuance under the 2014 Plan will automatically increase on January 1 of each year, beginning on January 1, 2016 and ending on and including January 1, 2024, by 4% of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Board. During the three and nine months ended September 30, 2015, stock options to acquire 666 shares of common stock were exercised. No stock options were exercised during the three and nine months ended September 30, 2014. Stock-based compensation expense recorded under the Incentive Stock Plan and the 2014 Plan is included in the following line items in the accompanying statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Research and development $ 83 $ 21 $ 308 $ 37 General and administrative 409 31 1,148 132 $ 492 $ 52 $ 1,456 $ 169 During the nine months ended September 30, 2015, the Company recognized $0.7 million of stock-based compensation expense related to performance-based awards included in general and administrative expenses and $0.1 million of stock-based compensation expense related to performance-based awards included in research and development expenses. These awards were in connection with the grant of fully vested stock options exercisable for an aggregate of 134,665 shares of common stock during the first quarter of 2015 and upon completion of the IPO during the second quarter of 2015. During the three months ended September 30, 2015, no stock-based compensation expense related to performance-based awards was included in general and administrative expenses or research and development expenses. The Company did not recognize any stock-based compensation expense related to performance-based incentive awards during the three and nine months ended September 30, 2014, since the strategic initiatives set for the awards were not achieved or probable of achievement. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | H. Fair Value of Financial Instruments The carrying amounts of certain financial instruments, including cash and cash equivalents and accounts payable, approximate their respective fair values due to the short-term nature of such instruments. The carrying amount of the line of credit approximates fair value due to the variable interest rate in that instrument. The fair value of the Deerfield Convertible Notes and the Term Notes was $41.4 million and $13.5 million, respectively, at September 30, 2015. Both the Deerfield Convertible Notes and the Term Notes fall within Level 3 of the fair value hierarchy as their value is based on the credit worthiness of the Company, which is an unobservable input. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgements to be made. The following table summarizes the conclusions reached regarding fair value measurements as of September 30, 2015, and December 31, 2014 (in thousands): Balance at September 30, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Underwriter Warrant liability $ 7,674 $ — $ — $ 7,674 Deerfield Warrant liability 32,615 32,615 Embedded Put Option 808 — — 808 $ 41,097 $ — $ — $ 41,097 Balance at December 31, 2014 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Underwriter Warrant liability $ 2,746 $ — $ — $ 2,746 2013 Warrant liability 520 — — 520 Deerfield Warrant liability 12,560 — — 12,560 Embedded Put Option 140 — — 140 $ 15,966 $ — $ — $ 15,966 The Company’s Underwriter Warrant liability, Deerfield Warrant liability, and the embedded Put Option on the Deerfield Warrant are measured at fair value on a recurring basis. The 2013 Warrant liability was recorded at fair value on a recurring basis through the completion of the IPO. As of September 30, 2015 and December 31, 2014, the Underwriter Warrant liability, the Deerfield Warrant liability and the embedded Put Option are reported on the balance sheet in derivative and warrant liability. As of December 31, 2014, the 2013 Warrant liability was reported on the balance sheet in derivative and warrant liability. Upon closing of the IPO in April 2015, the 2013 Warrant liability was marked to fair value and then reclassified to equity. The Company used a Monte Carlo simulation to value the Underwriter Warrant liability and the embedded Put Option at September 30, 2015 and December 31, 2014. The Company used a Monte Carlo simulation to value the 2013 Warrant liability as of December 31, 2014, and the closing date of the IPO. Significant unobservable inputs used in measuring the fair value of these financial instruments included the Company’s estimated enterprise value, an estimate of the timing of a liquidity event, a present value discount rate and an estimate of the Company’s stock volatility using the volatilities of guideline peer companies. Changes in the fair value of the Underwriter Warrant liability, the 2013 Warrant liability, the Deerfield Warrant liability and the embedded Put Option are reflected in the statements of operations as a fair value adjustment. A 10% increase in the enterprise value would result in an increase of $1.0 million in the estimated fair value of the Underwriter Warrant liability, an increase of $3.6 million in the estimated fair value of the Deerfield Warrant liability, and no change in the estimated fair value of the embedded Put Option at September 30, 2015. A reconciliation of the beginning and ending balances for the derivative and warrant liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Balance at beginning of period $ 39,279 $ 10,555 $ 15,966 $ 2,812 Issuance of Deerfield Warrant — — — 7,610 Embedded Put Option — — — 220 Conversion of 2013 Convertible Notes — — — (1,900 ) Reclassification of 2013 Warrants to equity — — (1,110 ) — Exercise of warrants (271 ) — (271 ) — Adjustment to fair value 2,089 2,189 26,512 4,002 Balance at end of period $ 41,097 $ 12,744 $ 41,097 $ 12,744 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | I. Net Loss Per Share Under the two-class method, for periods with net income, basic net income per common share is computed by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Net income attributable to common stockholders is computed by subtracting from net income the portion of current year earnings that participating securities would have been entitled to receive pursuant to their dividend rights had all of the year’s earnings been distributed. No such adjustment to earnings is made during periods with a net loss as the holders of the participating securities have no obligation to fund losses. Diluted net loss per common share is computed under the two-class method by using the weighted average number of shares of common stock outstanding plus, for periods with net income attributable to common stockholders, the potential dilutive effects of stock options and warrants. In addition, the Company analyzes the potential dilutive effect of the outstanding participating securities under the if-converted method when calculating diluted earnings per share in which it is assumed that the outstanding participating securities convert or reclassified into common stock at the beginning of the period. The Company reports the more dilutive of the approaches (two-class or if-converted) as its diluted net income per share during the period. Due to the existence of net losses for the three and nine month periods ended September 30, 2015 and 2014, basic and diluted loss per share were the same, as the effect of potentially dilutive securities would have been anti-dilutive. The following securities, presented on a common stock equivalent basis, have been excluded from the calculation of weighted average common shares outstanding because their effect is anti-dilutive: Three and Nine Months Ended September 30, 2015 2014 Redeemable convertible preferred stock: Series A — 1,293,895 Series B — 829,333 Series C — 2,474,322 Series D — 967,390 Series D-1 — — Total redeemable convertible preferred stock — 5,564,940 Warrants to purchase common stock 2,636,180 596,104 Deerfield warrant to purchase Series D Preferred Stock — 1,923,077 Warrants to purchase Series D Preferred Stock — 1,823,827 Awards under equity incentive plans 1,390,438 395,200 Deerfield Convertible Notes 1,943,458 1,764,518 Total 5,970,076 12,067,666 |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the useful lives of property and equipment, the fair value of the Company’s common stock prior to the IPO and assumptions used for purposes of determining stock-based compensation, income taxes, and the fair value of the derivative and warrant liability, among others. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable, the results of which form the basis for making judgements about the carrying value of assets and liabilities. |
Application of New or Revised Accounting Standards Adopted | Application of New or Revised Accounting Standards—Adopted From time to time, the Financial Accounting Standards Board (the “FASB”) or other standard-setting bodies issue accounting standards that are adopted by the Company as of the specified effective date. On April 5, 2012, President Obama signed the Jump-Start Our Business Startups Act (the “JOBS Act”) into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an emerging growth company. As an emerging growth company, the Company may elect to adopt new or revised accounting standards when they become effective for non-public companies, which typically is later than public companies must adopt the standards. The Company has elected not to take advantage of the extended transition period afforded by the JOBS Act and, as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. In July 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exist In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation The Company early adopted ASU 2014-10. The amendments primarily relate to disclosure matters and, therefore, had no impact on the Company’s financial statements, other than the elimination of previously required disclosures including inception-to-date financial information. |
Application of New or Revised Accounting Standards Not Yet Adopted | Application of New or Revised Accounting Standards—Not Yet Adopted In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (ASC Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target Could Be Achieved After the Requisite Service Period In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In May 2014, the FASB issued ASU No. 2014-09, amending revenue guidance to clarify the principles for recognizing revenue from contracts with customers. The guidance requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. The guidance also requires expanded disclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, which makes the guidance effective for the Company’s interim and annual periods beginning January 1, 2018. The Company is currently evaluating the impact of this guidance on its financial statements and disclosures. In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30) |
Redeemable Convertible Prefer16
Redeemable Convertible Preferred Stock and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Redeemable Convertible Preferred Stock Activity | The following table summarizes redeemable convertible preferred stock activity for the nine months ended September 30, 2015: Shares of Series A Preferred Series B Preferred Series C Preferred Series D Preferred Series D-1 Preferred Total Balance, December 31, 2014 9,704,215 6,220,000 18,557,408 7,255,425 — 41,737,048 Issuance of Series D-1 Preferred Stock — — — — 3,200,000 3,200,000 Exercise of Series D Preferred Warrants — — — 3,205 — 3,205 Less: Conversion of Preferred Stock into Common Stock upon IPO (9,704,215 ) (6,220,000 ) (18,557,408 ) (7,258,630 ) (3,200,000 ) (44,940,253 ) Balance, September 30, 2015 — — — — — — |
Common Stock and Warrants (Tabl
Common Stock and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of Authorized Shares of Common Stock Reserved for Future Issuance | At September 30, 2015 and December 31, 2014, the Company had reserved authorized shares of common stock for future issuance as follows: September 30, 2015 December 31, 2014 Conversion of Series A Preferred — 1,293,838 Conversion of Series B Preferred — 829,234 Conversion of Series C Preferred — 2,474,121 Conversion of Series D Preferred — 967,359 Conversion of Series D-1 Preferred — — Conversion of Deerfield Convertible Notes 1,943,458 1,808,353 Outstanding awards under equity incentive plans 1,390,438 395,185 Outstanding common stock warrants 2,636,180 595,920 Outstanding Series D Preferred warrants — 2,066,970 Possible future issuances under equity incentive plans 1,422,498 365,706 Total common shares reserved for future issuance 7,392,574 10,796,686 |
Schedule of Common Stock Shares Activity | The following table summarizes common stock activity for the nine months ended September 30, 2015: Shares of Common Stock Beginning balance at December 31, 2014 2,381,041 Issuance of common stock in connection with initial public offering 5,854,545 Conversion of preferred stock to common stock in connection with initial public offering 5,980,564 Common stock warrants exercised 24,746 Common stock options exercised 666 Ending balance at September 30, 2015 14,241,562 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Share Based Compensation Allocation And Classification In Financial Statements [Abstract] | |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense recorded under the Incentive Stock Plan and the 2014 Plan is included in the following line items in the accompanying statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Research and development $ 83 $ 21 $ 308 $ 37 General and administrative 409 31 1,148 132 $ 492 $ 52 $ 1,456 $ 169 |
Fair Value of Financial Instr19
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the conclusions reached regarding fair value measurements as of September 30, 2015, and December 31, 2014 (in thousands): Balance at September 30, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Underwriter Warrant liability $ 7,674 $ — $ — $ 7,674 Deerfield Warrant liability 32,615 32,615 Embedded Put Option 808 — — 808 $ 41,097 $ — $ — $ 41,097 Balance at December 31, 2014 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Underwriter Warrant liability $ 2,746 $ — $ — $ 2,746 2013 Warrant liability 520 — — 520 Deerfield Warrant liability 12,560 — — 12,560 Embedded Put Option 140 — — 140 $ 15,966 $ — $ — $ 15,966 |
Reconciliation of Beginning and Ending Balances for Derivative and Warrant Liability Measured at Fair Value on Recurring Basis | A reconciliation of the beginning and ending balances for the derivative and warrant liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Balance at beginning of period $ 39,279 $ 10,555 $ 15,966 $ 2,812 Issuance of Deerfield Warrant — — — 7,610 Embedded Put Option — — — 220 Conversion of 2013 Convertible Notes — — — (1,900 ) Reclassification of 2013 Warrants to equity — — (1,110 ) — Exercise of warrants (271 ) — (271 ) — Adjustment to fair value 2,089 2,189 26,512 4,002 Balance at end of period $ 41,097 $ 12,744 $ 41,097 $ 12,744 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Anti-dilutive Securities Excluded from Calculation of Weighted Average Common Shares Outstanding | The following securities, presented on a common stock equivalent basis, have been excluded from the calculation of weighted average common shares outstanding because their effect is anti-dilutive: Three and Nine Months Ended September 30, 2015 2014 Redeemable convertible preferred stock: Series A — 1,293,895 Series B — 829,333 Series C — 2,474,322 Series D — 967,390 Series D-1 — — Total redeemable convertible preferred stock — 5,564,940 Warrants to purchase common stock 2,636,180 596,104 Deerfield warrant to purchase Series D Preferred Stock — 1,923,077 Warrants to purchase Series D Preferred Stock — 1,823,827 Awards under equity incentive plans 1,390,438 395,200 Deerfield Convertible Notes 1,943,458 1,764,518 Total 5,970,076 12,067,666 |
Description of Business and B21
Description of Business and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
May. 31, 2015USD ($)$ / sharesshares | Apr. 30, 2015$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2014$ / sharesshares | |
Class Of Stock [Line Items] | ||||
Proceeds from initial public offering, net of underwriting discounts and commissions | $ | $ 59,892 | |||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 140,000,000 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Reverse stock split, description | 1-for-7.5 reverse stock split | |||
Reverse stock split | 0.13 | |||
IPO | ||||
Class Of Stock [Line Items] | ||||
Number of shares of common stock sold | 5,090,909 | |||
Common stock, price per share | $ / shares | $ 11 | $ 11 | ||
Additional number of common stock sold | 763,636 | |||
Proceeds from initial public offering, net of underwriting discounts and commissions | $ | $ 59,900 | |||
Underwriting discounts and commissions | $ | 4,500 | |||
IPO offering expenses | $ | $ 2,800 | |||
Common stock, shares authorized | 250,000,000 | |||
Preferred stock, shares authorized | 10,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | |||
IPO | Common stock | ||||
Class Of Stock [Line Items] | ||||
Number of shares of common stock sold | 5,854,545 | |||
Number of preferred shares converted to common shares | 5,980,564 | 5,980,564 | 5,980,564 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Uncertain tax positions | $ 0 | $ 0 |
Debt issuance costs, net | $ 1,215,000 | $ 1,468,000 |
Debt Obligations - Additional I
Debt Obligations - Additional Information (Details) - USD ($) | Jun. 02, 2014 | Oct. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Apr. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||||
Gain on extinguishment of debt | $ 1,900,000 | |||||
Line of credit | $ 50,000 | $ 50,000 | ||||
Unsecured Convertible Promissory Notes | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes, interest rate | 10.00% | |||||
Gross proceeds from issuance of convertible notes | $ 3,800,000 | |||||
Outstanding principal balance of convertible notes | $ 3,800,000 | |||||
Accrued Interest | 300,000 | |||||
Gain on extinguishment of debt | $ 1,900,000 | |||||
Third Tranche | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average sales price | 115.00% | |||||
Fourth Tranche | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average sales price | 115.00% | |||||
Series D Redeemable Convertible Preferred Stock | ||||||
Debt Instrument [Line Items] | ||||||
Preferred stock called by warrants | 1,079,453 | 15,499,324 | 15,502,529 | |||
Warrant, exercise price | $ 0.78 | |||||
Series D Redeemable Convertible Preferred Stock | Unsecured Convertible Promissory Notes | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price | $ 0.78 | |||||
Shares issued on conversion of convertible notes | 5,332,348 | |||||
Deerfield Warrant | ||||||
Debt Instrument [Line Items] | ||||||
Warrants expiration date | Jun. 2, 2024 | |||||
Deerfield Facility Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit agreement, maximum borrowing capacity | $ 60,000,000 | |||||
Facility agreement, interest rate | 9.75% | |||||
Facility agreement, repayment description | The Company must repay one-third of the outstanding principal amount of all debt issued under the Deerfield Facility Agreement on the fourth and fifth anniversaries of the Deerfield Facility Agreement. The Company is then obligated to repay the balance of the outstanding principal amount on February 14, 2020. | |||||
Facility agreement, repayment period | Feb. 14, 2020 | |||||
Line of Credit Interest Payment, Due Date | Jul. 1, 2016 | |||||
Line of credit agreement, available borrowing capacity | $ 35,000,000 | |||||
Deerfield Facility Agreement | First Tranche | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of outstanding principal amount to be repaid | 33.33% | |||||
Deerfield Facility Agreement | Second Tranche | ||||||
Debt Instrument [Line Items] | ||||||
Facility agreement, interest rate | 9.75% | |||||
Preferred stock called by warrants | 1,282,052 | |||||
Warrant, exercise price | $ 5.85 | |||||
Line of credit agreement, available borrowing capacity | $ 10,000,000 | |||||
Deerfield Facility Agreement | Third Tranche | ||||||
Debt Instrument [Line Items] | ||||||
Facility agreement, interest rate | 9.75% | |||||
Line of credit agreement, available borrowing capacity | $ 12,500,000 | |||||
Warrants exercisable as percentage of principal amount of debt disbursed | 60.00% | |||||
Consecutive trading days, threshold for warrant exercise | 20 days | |||||
Deerfield Facility Agreement | Fourth Tranche | ||||||
Debt Instrument [Line Items] | ||||||
Facility agreement, interest rate | 9.75% | |||||
Line of credit agreement, available borrowing capacity | $ 12,500,000 | |||||
Warrants exercisable as percentage of principal amount of debt disbursed | 60.00% | |||||
Consecutive trading days, threshold for warrant exercise | 20 days | |||||
Deerfield Facility Agreement | Put Option | ||||||
Debt Instrument [Line Items] | ||||||
Fair value of embedded put option | $ 220,000 | |||||
Deerfield Facility Agreement | Series D Redeemable Convertible Preferred Stock | ||||||
Debt Instrument [Line Items] | ||||||
Preferred stock called by warrants | 14,423,076 | |||||
Shares issued as consideration for loans provided | 1,923,077 | |||||
Fair value of preferred shares | $ 1,500,000 | |||||
Deerfield Facility Agreement | Deerfield Warrant | ||||||
Debt Instrument [Line Items] | ||||||
Warrant, exercise price | $ 0.78 | |||||
Warrants expiration date | Jun. 2, 2024 | |||||
Fair value of warrants | $ 7,600,000 | |||||
Line of Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes, interest rate | 5.00% | 5.00% | ||||
Line of credit, description of variable rate basis | prime rate plus 1.75% per annum | |||||
Line of credit, basis spread on variable rate | 1.75% | |||||
Term Notes | Deerfield Facility Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Facility agreement | $ 15,000,000 | |||||
Deerfield Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price | $ 5.85 | |||||
Deerfield Convertible Notes | Deerfield Facility Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Facility agreement | $ 10,000,000 | |||||
IPO | ||||||
Debt Instrument [Line Items] | ||||||
Reclassification of common stock shares | 256,410 | |||||
IPO | Deerfield Warrant | ||||||
Debt Instrument [Line Items] | ||||||
Preferred stock called by warrants | 1,923,077 | |||||
Warrant, exercise price | $ 5.85 |
Redeemable Convertible Prefer24
Redeemable Convertible Preferred Stock and Warrants - Authorized, Issued, and Outstanding Redeemable Convertible Preferred Stock - Additional Information (Details) - $ / shares | 1 Months Ended | 9 Months Ended | ||
May. 31, 2015 | Apr. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Temporary Equity [Line Items] | ||||
Redeemable convertible preferred stock, shares authorized | 10,000,000 | |||
Redeemable convertible preferred stock, par value | $ 0.0001 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
IPO | ||||
Temporary Equity [Line Items] | ||||
Preferred stock, shares authorized | 10,000,000 | |||
Common stock | IPO | ||||
Temporary Equity [Line Items] | ||||
Number of preferred shares converted to common shares | 5,980,564 | 5,980,564 | 5,980,564 |
Redeemable Convertible Prefer25
Redeemable Convertible Preferred Stock and Warrants - Summary of Redeemable Convertible Preferred Stock Activity (Details) | 9 Months Ended |
Sep. 30, 2015shares | |
Temporary Equity [Line Items] | |
Redeemable convertible preferred stock, shares outstanding, beginning balance | 41,737,048 |
Redeemable convertible preferred stock, issuance of Series D-1 Preferred Stock | 3,200,000 |
Redeemable convertible preferred stock, exercise of Series D Preferred warrants | 3,205 |
Less: Conversion of Preferred Stock into Common Stock upon IPO | (44,940,253) |
Series A Redeemable Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Redeemable convertible preferred stock, shares outstanding, beginning balance | 9,704,215 |
Less: Conversion of Preferred Stock into Common Stock upon IPO | (9,704,215) |
Redeemable convertible preferred stock, shares outstanding, ending balance | 0 |
Series B Redeemable Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Redeemable convertible preferred stock, shares outstanding, beginning balance | 6,220,000 |
Less: Conversion of Preferred Stock into Common Stock upon IPO | (6,220,000) |
Redeemable convertible preferred stock, shares outstanding, ending balance | 0 |
Series C Redeemable Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Redeemable convertible preferred stock, shares outstanding, beginning balance | 18,557,408 |
Less: Conversion of Preferred Stock into Common Stock upon IPO | (18,557,408) |
Redeemable convertible preferred stock, shares outstanding, ending balance | 0 |
Series D Redeemable Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Redeemable convertible preferred stock, shares outstanding, beginning balance | 7,255,425 |
Redeemable convertible preferred stock, exercise of Series D Preferred warrants | 3,205 |
Less: Conversion of Preferred Stock into Common Stock upon IPO | (7,258,630) |
Redeemable convertible preferred stock, shares outstanding, ending balance | 0 |
Series D-1 Redeemable Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Redeemable convertible preferred stock, shares outstanding, beginning balance | 0 |
Redeemable convertible preferred stock, issuance of Series D-1 Preferred Stock | 3,200,000 |
Less: Conversion of Preferred Stock into Common Stock upon IPO | (3,200,000) |
Redeemable convertible preferred stock, shares outstanding, ending balance | 0 |
Redeemable Convertible Prefer26
Redeemable Convertible Preferred Stock and Warrants - Series D-1 Redeemable Convertible Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | ||
May. 31, 2015 | Apr. 30, 2015 | Feb. 28, 2015 | Sep. 30, 2015 | |
Series D-1 Redeemable Convertible Preferred Stock | Cowen KP Investment LLC | ||||
Temporary Equity [Line Items] | ||||
Number of shares sold under purchase agreement with Cowen KP Investment | 3,200,000 | |||
Sale of shares, price per share | $ 1.25 | |||
Sale of stock, consideration received | $ 4 | |||
Common stock | IPO | ||||
Temporary Equity [Line Items] | ||||
Shares conversion of common stock | 5,980,564 | 5,980,564 | 5,980,564 | |
Common stock | Series D-1 Redeemable Convertible Preferred Stock | Cowen KP Investment LLC | IPO | ||||
Temporary Equity [Line Items] | ||||
Shares conversion of common stock | 415,584 |
Redeemable Convertible Prefer27
Redeemable Convertible Preferred Stock and Warrants - Warrants on Equity Securities - Additional Information (Details) - USD ($) | Jun. 02, 2014 | Sep. 30, 2015 | Dec. 31, 2013 | Jun. 02, 2015 | Apr. 30, 2015 | Dec. 31, 2014 |
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock, exercise of Series D Preferred warrants | 3,205 | |||||
Convertible Notes | ||||||
Temporary Equity [Line Items] | ||||||
Debt instrument issued | $ 3,800,000 | |||||
2013 Warrants | ||||||
Temporary Equity [Line Items] | ||||||
Warrants issued | 1,079,453 | |||||
Warrants expiration date | Jun. 2, 2019 | |||||
Deerfield Warrant | ||||||
Temporary Equity [Line Items] | ||||||
Warrants issued | 14,423,076 | |||||
Warrants expiration date | Jun. 2, 2024 | |||||
Common stock | ||||||
Temporary Equity [Line Items] | ||||||
Preferred stock called by warrants | 143,466 | 2,066,543 | ||||
Warrant, exercise price | $ 5.85 | |||||
Common stock | Deerfield Warrant | ||||||
Temporary Equity [Line Items] | ||||||
Preferred stock called by warrants | 1,923,077 | |||||
Warrant, exercise price | $ 5.85 | |||||
Series D Redeemable Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Preferred stock called by warrants | 1,079,453 | 15,499,324 | 15,502,529 | |||
Redeemable convertible preferred stock, exercise of Series D Preferred warrants | 3,205 | |||||
Warrant, exercise price | $ 0.78 |
Common Stock and Warrants - Add
Common Stock and Warrants - Additional Information (Details) - shares | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Apr. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2012 | |
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 140,000,000 | ||
Common stock, shares issued | 14,241,562 | 2,381,041 | |||
Common stock, shares outstanding | 14,241,562 | 2,381,041 | |||
Common stock warrants exercised | 24,746 | 0 | |||
Private Placement | |||||
Class Of Stock [Line Items] | |||||
Common stock called by warrants | 595,920 |
Common Stock and Warrants - Sch
Common Stock and Warrants - Schedule of Reserved Authorized Shares of Common Stock for Future Issuance (Details) - shares | Sep. 30, 2015 | Dec. 31, 2014 |
Class Of Stock [Line Items] | ||
Common shares reserved for future issuance | 7,392,574 | 10,796,686 |
Series A Preferred | ||
Class Of Stock [Line Items] | ||
Common shares reserved for future issuance | 1,293,838 | |
Series B Preferred | ||
Class Of Stock [Line Items] | ||
Common shares reserved for future issuance | 829,234 | |
Series C Preferred | ||
Class Of Stock [Line Items] | ||
Common shares reserved for future issuance | 2,474,121 | |
Series D Preferred | ||
Class Of Stock [Line Items] | ||
Common shares reserved for future issuance | 967,359 | |
Convertible Notes | ||
Class Of Stock [Line Items] | ||
Common shares reserved for future issuance | 1,943,458 | 1,808,353 |
Series D Preferred Warrants | ||
Class Of Stock [Line Items] | ||
Common shares reserved for future issuance | 2,066,970 | |
Equity Incentive Plans | ||
Class Of Stock [Line Items] | ||
Common shares reserved for future issuance | 1,390,438 | 395,185 |
Possible Future Issuances Under Equity Incentive Plans | ||
Class Of Stock [Line Items] | ||
Common shares reserved for future issuance | 1,422,498 | 365,706 |
Common Stock Warrants | ||
Class Of Stock [Line Items] | ||
Common shares reserved for future issuance | 2,636,180 | 595,920 |
Common Stock and Warrants - Sum
Common Stock and Warrants - Summary of Common Stock Shares Activity (Details) - shares | 1 Months Ended | 9 Months Ended | ||
May. 31, 2015 | Apr. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Class Of Stock [Line Items] | ||||
Common stock, beginning balance | 2,381,041 | |||
Common stock warrants exercised | 24,746 | 0 | ||
Common stock options exercised | 666 | |||
Common stock, ending balance | 14,241,562 | |||
IPO | ||||
Class Of Stock [Line Items] | ||||
Issuance of common stock in connection with initial public offering | 5,090,909 | |||
Common stock | IPO | ||||
Class Of Stock [Line Items] | ||||
Issuance of common stock in connection with initial public offering | 5,854,545 | |||
Shares conversion of common stock | 5,980,564 | 5,980,564 | 5,980,564 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options exercised | 666 | 0 | 666 | 0 | ||
Stock based compensation expense | $ 492,000 | $ 52,000 | $ 1,456,000 | $ 169,000 | ||
IPO | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options fully vested and exercisable | 134,665 | |||||
Performance-Based Incentive Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock based compensation expense | 0 | 0 | ||||
General and administrative | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock based compensation expense | 409,000 | 31,000 | 1,148,000 | 132,000 | ||
General and administrative | Performance-Based Incentive Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock based compensation expense | 0 | 700,000 | ||||
Research and development | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock based compensation expense | 83,000 | $ 21,000 | 308,000 | $ 37,000 | ||
Research and development | Performance-Based Incentive Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ 0 | $ 100,000 | ||||
Two Thousand Fourteen Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of outstanding capital stock | 4.00% | |||||
Share-based compensation arrangement by share-based payment award, plan modification, description and terms | Number of shares of common stock reserved for issuance under the 2014 Plan will automatically increase on January 1 of each year, beginning on January 1, 2016 and ending on and including January 1, 2024, | |||||
Two Thousand Fourteen Equity Incentive Plan | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares issuable | 2,266,666 | 2,266,666 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock based compensation expense | $ 492 | $ 52 | $ 1,456 | $ 169 |
Research and development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock based compensation expense | 83 | 21 | 308 | 37 |
General and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock based compensation expense | $ 409 | $ 31 | $ 1,148 | $ 132 |
Fair Value of Financial Instr33
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||||
Fair value of financial instruments | $ 41,097,000 | $ 12,744,000 | $ 41,097,000 | $ 12,744,000 | $ 39,279,000 | $ 15,966,000 | $ 10,555,000 | $ 2,812,000 |
Increase in estimated fair value | 2,089,000 | $ 2,189,000 | $ 26,512,000 | $ 4,002,000 | ||||
Changes in Fair Value Measurement | ||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||||
Percentage of increase in enterprise value | 10.00% | |||||||
Underwriter Warrant Liability | Changes in Fair Value Measurement | ||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||||
Increase in estimated fair value | $ 1,000,000 | |||||||
Deerfield Warrant Liability | Changes in Fair Value Measurement | ||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||||
Increase in estimated fair value | 3,600,000 | |||||||
Embedded Put Option | Changes in Fair Value Measurement | ||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||||
Increase in estimated fair value | 0 | |||||||
Convertible Notes | ||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||||
Fair value of financial instruments | 41,400,000 | 41,400,000 | ||||||
Term Notes | ||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||||
Fair value of financial instruments | $ 13,500,000 | $ 13,500,000 |
Fair Value of Financial Instr34
Fair Value of Financial Instruments - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Financial liabilities measured at fair value on recurring basis | $ 41,097 | $ 15,966 |
Underwriter Warrant Liability | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Financial liabilities measured at fair value on recurring basis | 7,674 | 2,746 |
Deerfield Warrant Liability | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Financial liabilities measured at fair value on recurring basis | 32,615 | 12,560 |
Embedded Put Option | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Financial liabilities measured at fair value on recurring basis | 808 | 140 |
2013 Warrant Liability | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Financial liabilities measured at fair value on recurring basis | 520 | |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Financial liabilities measured at fair value on recurring basis | 41,097 | 15,966 |
Significant Unobservable Inputs (Level 3) | Underwriter Warrant Liability | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Financial liabilities measured at fair value on recurring basis | 7,674 | 2,746 |
Significant Unobservable Inputs (Level 3) | Deerfield Warrant Liability | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Financial liabilities measured at fair value on recurring basis | 32,615 | 12,560 |
Significant Unobservable Inputs (Level 3) | Embedded Put Option | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Financial liabilities measured at fair value on recurring basis | $ 808 | 140 |
Significant Unobservable Inputs (Level 3) | 2013 Warrant Liability | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Financial liabilities measured at fair value on recurring basis | $ 520 |
Fair Value of Financial Instr35
Fair Value of Financial Instruments - Reconciliation of Beginning and Ending Balances for Derivative and Warrant Liability Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring Basis [Abstract] | ||||
Balance at beginning of period | $ 39,279 | $ 10,555 | $ 15,966 | $ 2,812 |
Issuance of Deerfield Warrant | 7,610 | |||
Embedded Put Option | 220 | |||
Conversion of 2013 Convertible Notes | (1,900) | |||
Reclassification of 2013 Warrants to equity | (1,110) | |||
Exercise of warrants | (271) | (271) | ||
Adjustment to fair value | 2,089 | 2,189 | 26,512 | 4,002 |
Balance at end of period | $ 41,097 | $ 12,744 | $ 41,097 | $ 12,744 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Anti-dilutive Securities Excluded from Calculation of Weighted Average Common Shares Outstanding (Details) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,970,076 | 12,067,666 |
Series A Redeemable Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,293,895 | |
Series B Redeemable Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 829,333 | |
Series C Redeemable Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,474,322 | |
Series D Redeemable Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 967,390 | |
Redeemable Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,564,940 | |
Warrants to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,636,180 | 596,104 |
Deerfield Warrant to Purchase Series D Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,923,077 | |
Warrants to Purchase Series D Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,823,827 | |
Equity Incentive Plans | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,390,438 | 395,200 |
Convertible Notes | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,943,458 | 1,764,518 |