Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 01, 2017 | Jun. 30, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | Esperion Therapeutics, Inc. | ||
Entity Central Index Key | 1,434,868 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 222.7 | ||
Entity Common Stock, Shares Outstanding | 22,555,413 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 38,165 | $ 77,336 |
Short-term investments | 173,418 | 134,925 |
Prepaid clinical development costs | 560 | 888 |
Other prepaid and current assets | 1,434 | 1,245 |
Total current assets | 213,577 | 214,394 |
Property and equipment, net | 674 | 807 |
Intangible assets | 56 | 56 |
Long-term investments | 30,906 | 80,315 |
Total assets | 245,213 | 295,572 |
Current liabilities: | ||
Accounts payable | 4,595 | 707 |
Current portion of long-term debt | 1,709 | 1,604 |
Accrued clinical development costs | 8,138 | 2,191 |
Other accrued liabilities | 1,147 | 1,123 |
Total current liabilities | 15,589 | 5,625 |
Long-term debt, net of discount | 1,022 | 2,688 |
Total liabilities | 16,611 | 8,313 |
Commitments and contingencies (Note 5) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized as of December 31, 2016 and December 31, 2015; no shares issued or outstanding at December 31, 2016 and December 31, 2015 | ||
Common stock, $0.001 par value; 120,000,000 shares authorized as of December 31, 2016 and December 31, 2015; 22,555,413 shares issued and outstanding at December 31, 2016 and 22,518,907 shares issued and 22,516,508 outstanding at December 31, 2015 | 23 | 23 |
Additional paid-in capital | 457,951 | 441,940 |
Accumulated other comprehensive loss | (172) | (482) |
Accumulated deficit | (229,200) | (154,222) |
Total stockholders' equity | 228,602 | 287,259 |
Total liabilities and stockholders' equity | $ 245,213 | $ 295,572 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 22,555,413 | 22,518,907 |
Common stock, shares outstanding | 22,555,413 | 22,516,508 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating expenses: | |||
Research and development | $ 57,868 | $ 29,802 | $ 25,302 |
General and administrative | 18,282 | 20,238 | 10,922 |
Total operating expenses | 76,150 | 50,040 | 36,224 |
Loss from operations | (76,150) | (50,040) | (36,224) |
Interest expense. | (376) | (520) | (270) |
Other income, net | 1,548 | 776 | 119 |
Net loss | $ (74,978) | $ (49,784) | $ (36,375) |
Net loss per common share (basic and diluted) (in dollars per share) | $ (3.33) | $ (2.26) | $ (2.22) |
Weighted-average shares outstanding (basic and diluted) | 22,544,475 | 22,019,818 | 16,374,102 |
Other comprehensive loss: | |||
Unrealized gain (loss) on investments | $ 310 | $ (423) | $ (56) |
Total comprehensive loss | $ (74,668) | $ (50,207) | $ (36,431) |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock. | Additional Paid-In Capital | Deficit Accumulated During the Development Stage | Accumulated Other Comprehensive Loss | Total |
Balance (in shares) at Dec. 31, 2013 | 15,357,413 | ||||
Balance (in shares) at Dec. 31, 2014 | 20,352,876 | ||||
Balance at Dec. 31, 2013 | $ 15 | $ 142,142 | $ (68,063) | $ (3) | $ 74,091 |
Balance (in shares) at Dec. 31, 2013 | 15,357,413 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock from public offering, net of issuance costs | $ 5 | 91,620 | 91,625 | ||
Issuance of common stock from public offering, net of issuance costs (in shares) | 4,887,500 | ||||
Issued of warrants in connection with issuance of notes | 78 | 78 | |||
Early exercise of stock options and vesting of restricted stock | 39 | 39 | |||
Exercise of stock options | 473 | 473 | |||
Exercise of stock options (in shares) | 107,963 | ||||
Stock-based compensation | 3,679 | 3,679 | |||
Other comprehensive gain (loss) | (56) | (56) | |||
Net loss | (36,375) | (36,375) | |||
Balance at Dec. 31, 2014 | $ 20 | 238,031 | (104,438) | (59) | $ 133,554 |
Balance (in shares) at Dec. 31, 2014 | 20,352,876 | ||||
Balance (in shares) at Dec. 31, 2015 | 22,518,907 | 22,518,907 | |||
Balance (in shares) at Dec. 31, 2014 | 20,352,876 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock from public offering, net of issuance costs | $ 3 | 189,980 | $ 189,983 | ||
Issuance of common stock from public offering, net of issuance costs (in shares) | 2,012,500 | ||||
Early exercise of stock options and vesting of restricted stock | 26 | 26 | |||
Exercise of stock options | 1,177 | 1,177 | |||
Exercise of stock options (in shares) | 128,086 | ||||
Exercise of warrants (in shares) | 25,445 | ||||
Stock-based compensation | 12,726 | 12,726 | |||
Other comprehensive gain (loss) | (423) | (423) | |||
Net loss | (49,784) | (49,784) | |||
Balance at Dec. 31, 2015 | $ 23 | 441,940 | (154,222) | (482) | $ 287,259 |
Balance (in shares) at Dec. 31, 2015 | 22,518,907 | 22,518,907 | |||
Balance (in shares) at Dec. 31, 2016 | 22,555,413 | 22,555,413 | |||
Balance (in shares) at Dec. 31, 2015 | 22,518,907 | 22,518,907 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Early exercise of stock options and vesting of restricted stock | 9 | $ 9 | |||
Exercise of stock options | 45 | $ 45 | |||
Exercise of stock options (in shares) | 27,757 | 27,757 | |||
Vesting of restricted stock options (in shares) | 8,749 | ||||
Stock-based compensation | 15,957 | $ 15,957 | |||
Other comprehensive gain (loss) | 310 | 310 | |||
Net loss | (74,978) | (74,978) | |||
Balance at Dec. 31, 2016 | $ 23 | $ 457,951 | $ (229,200) | $ (172) | $ 228,602 |
Balance (in shares) at Dec. 31, 2016 | 22,555,413 | 22,555,413 |
Statements of Stockholders' Eq6
Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Common Stock. | ||
Payments of Stock Issuance Costs | $ 199 | $ 260 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||
Net loss | $ (74,978) | $ (49,784) | $ (36,375) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation expense | 252 | 236 | 160 |
Amortization of debt discount | 21 | 29 | 15 |
Amortization of debt issuance costs | 23 | 32 | 16 |
Amortization of premiums and discounts on investments | 1,014 | 647 | 202 |
Stock-based compensation expense | 15,957 | 12,726 | 3,679 |
Loss related to assets held for sale | 29 | ||
Loss on sale of assets | 47 | 2 | |
Changes in assets and liabilities: | |||
Prepaids and other assets | 139 | (1,275) | (264) |
Accounts payable | 3,888 | (1,333) | (299) |
Other accrued liabilities | 5,954 | 519 | 814 |
Net cash used in operating activities | (47,730) | (38,156) | (32,021) |
Investing activities | |||
Purchases of investments | (197,230) | (280,559) | (48,088) |
Proceeds from sales/maturities of investments | 207,442 | 120,792 | 12,351 |
Proceeds from sale of assets | 24 | 12 | |
Purchase of property and equipment | (94) | (325) | (873) |
Net cash provided by (used in) investing activities | 10,118 | (160,068) | (36,598) |
Financing activities | |||
Proceeds from issuance of common stock, net of issuance costs | 189,983 | 91,731 | |
Proceeds from exercise of common stock options | 45 | 1,177 | 473 |
Proceeds from warrant issuance | 78 | ||
Proceeds from debt issuance, net of issuance costs | 4,838 | ||
Payments of long term debt | (1,604) | (638) | |
Net cash (used in) provided by financing activities | (1,559) | 190,522 | 97,120 |
Net (decrease) increase in cash and cash equivalents | (39,171) | (7,702) | 28,501 |
Cash and cash equivalents at beginning of period | 77,336 | 85,038 | 56,537 |
Cash and cash equivalents at end of period | $ 38,165 | $ 77,336 | $ 85,038 |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
The Company and Basis of Presentation | |
The Company and Basis of Presentation | 1. The Company and Basis of Presentation The Company is the lipid management company, a late-stage pharmaceutical company focused on developing and commercializing convenient, complementary, cost-effective, once-daily oral therapies for the treatment of patients with elevated LDL-C. Through scientific and clinical excellence, and a deep understanding of cholesterol biology, the experienced lipid management team at Esperion is committed to developing new LDL-C lowering therapies that will make a substantial impact on reducing global cardiovascular disease ("CVD"); the leading cause of death around the world. With a targeted mechanism of action, bempedoic acid, the Company's lead product candidate, is a first-in-class, orally available, once-daily ATP-citrate lyase ("ACL") inhibitor that reduces cholesterol biosynthesis and lowers elevated levels of LDL-C by up-regulating the LDL receptor, but with reduced potential for muscle-related side effects. In addition to bempedoic acid as monotherapy, the Company is also developing bempedoic acid in a fixed dose combination with ezetimibe, an approved, non—statin, oral, LDL-C lowering therapy. The clinical development program for bempedoic acid consists of two major components: 1) the global pivotal Phase 3 LDL-C lowering program in high CVD risk patients with hypercholesterolemia on optimized background lipid-modifying therapy, including maximally tolerated statins, and patients who are only able to tolerate less than the lowest approved daily starting dose of their statin and are considered "statin intolerant," and 2) the global CVOT—known as C holesterol L owering via B E mpedoic Acid, an A CL-inhibiting R egimen (CLEAR) Outcomes, in patients with hypercholesterolemia and high CVD risk and who are considered "statin intolerant". The Company initiated the global Phase 3 clinical development program in January 2016, with the 52-week global pivotal Phase 3 long-term safety study (Study 1), and initiated the three remaining global pivotal LDL-C lowering efficacy studies in December 2016. The Company expects to report top-line results from the global Phase 3 program in its entirety by mid-2018, and intends to use the Phase 3 program to support the submission for an LDL-C lowering indication in the U.S. and Europe by the first half of 2019. The Company also initiated the CLEAR Outcomes CVOT in December 2016, and intends to use positive results from this CVOT to support the submissions for a CV risk reduction indication in the U.S. and Europe by 2022. The Company's primary activities since incorporation have been conducting research and development activities, including nonclinical, preclinical and clinical testing, performing business and financial planning, recruiting personnel, and raising capital. Accordingly, the Company has not commenced principal operations and is subject to risks and uncertainties which include the need to research, develop, and clinically test potential therapeutic products; obtain regulatory approvals for its products and commercialize them, if approved; expand its management and scientific staff; and finance its operations with an ultimate goal of achieving profitable operations. The Company has sustained operating losses since inception and expects such losses to continue over the foreseeable future. Management plans to continue to fund operations through public or private equity or debt financings or through other sources, which may include collaborations with third parties. If adequate funds are not available, the Company may not be able to continue the development of its current or future product candidates, or to commercialize its current or future product candidates, if approved. Follow On Offerings On October 21, 2014, the Company completed an underwritten public offering of 4,887,500 shares of common stock, including 637,500 shares sold pursuant to the full exercise of an over-allotment option granted to the underwriters. All the shares were offered by the Company at a price to the public of $20.00 per share. The aggregate net proceeds received by the Company from the offering were $91.6 million, net of underwriting discounts and commissions and expenses payable by the Company. On March 24, 2015, the Company completed an underwritten public offering of 2,012,500 shares of common stock, including 262,500 shares sold pursuant to the full exercise of an over-allotment option granted to the underwriters. All the shares were offered by the Company at a price to the public of $100.00 per share. The aggregate net proceeds received by the Company from the offering were $190.0 million, net of underwriting discounts and commissions and expenses payable by the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and related disclosures. Actual results could differ from those estimates. Cash and Cash Equivalents The Company invests its excess cash in bank deposits, money market accounts, and short-term investments. The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash equivalents are reported at fair value. Investments Investments are considered to be available-for-sale and are carried at fair value. Unrealized gains and losses, if any, are reported as a separate component of stockholders' equity. The cost of investments classified as available-for-sale are adjusted for the amortization of premiums and accretion of discounts to maturity and recorded in other income, net. Realized gains and losses, if any, are determined using the specific identification method and recorded in other income, net. Investments with original maturities beyond 90 days at the date of purchase and which mature at, or less than twelve months from, the balance sheet date are classified as current. Investments with a maturity beyond twelve months from the balance sheet date are classified as long-term. Concentration of Credit Risk Cash, cash equivalents, and marketable securities consist of financial instruments that potentially subject the Company to concentrations of credit risk. The Company has established guidelines for investment of its excess cash and believes the guidelines maintain safety and liquidity through diversification of counterparties and maturities. Segment Information The Company views its operations and manages its business in one operating segment, which is the business of researching, developing and commercializing therapies for the treatment of patients with elevated LDL-C. Fair Value of Financial Instruments The Company's cash, cash equivalents and investments are carried at fair value. Financial instruments, including other prepaid and current assets, accounts payable and accrued liabilities are carried at cost, which approximates fair value. Debt is carried at amortized cost, which approximates fair value. Property and Equipment, Net Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets, generally three to ten years. Leasehold improvements are amortized over the lesser of the lease term or the estimated useful lives of the related assets. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. The impairment loss, if recognized, would be based on the excess of the carrying value of the impaired asset over its respective fair value. No impairment losses have been recorded through December 31, 2016. Research and Development Research and development expenses consist of costs incurred to further the Company's research and development activities and include salaries and related benefits, costs associated with clinical activities, nonclinical activities, regulatory activities, manufacturing activities to support clinical activities, research-related overhead expenses and fees paid to external service providers that conduct certain research and development, clinical, and manufacturing activities on behalf of the Company. Research and development costs are expensed as incurred. Accrued Clinical Development Costs Outside research costs are a component of research and development expense. These expenses include fees paid to clinical research organizations and other service providers that conduct certain clinical and product development activities on behalf of the Company. Depending upon the timing of payments to the service providers, the Company recognizes prepaid expenses or accrued expenses related to these costs. These accrued or prepaid expenses are based on management's estimates of the work performed under service agreements, milestones achieved and experience with similar contracts. The Company monitors each of these factors and adjusts estimates accordingly. Income Taxes The Company utilizes the liability method of accounting for income taxes as required by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company has incurred operating losses since inception. Accordingly, it is not more likely than not that the Company will realize deferred tax assets and as such, it has recorded a full valuation allowance. Warrants The Company accounts for its warrants issued in connection with its various financing transactions based upon the characteristics and provisions of the instrument. Warrants classified as liabilities are recorded on the Company's balance sheet at their fair value on the date of issuance and are marked-to-market on each subsequent reporting period, with the fair value changes recognized in the statement of operations. Warrants classified as additional-paid-in-capital are recorded on the Company's balance sheet at their fair value on the date of issuance. The warrants are measured using the Black-Scholes option-pricing model subsequent to the pricing of the Company's IPO and a Monte Carlo valuation model for previous periods which are based, in part, upon inputs where there is little or no market data, requiring the Company to develop its own independent assumptions (see Note 4). Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation. Accordingly, compensation costs related to equity instruments granted are recognized over the requisite service periods of the awards on a straight-line basis at the grant-date fair value calculated using a Black-Scholes option-pricing model. Additionally, under the provisions of ASC 718, the Company is required to include an estimate of the number of awards that will be forfeited in calculating compensation costs. Any changes to the estimated forfeiture rates are accounted for prospectively. Stock-based compensation arrangements with non-employees are recognized at the grant-date fair value and then re-measured at each reporting period. Expense is recognized during the period the related services are rendered. Recent Accounting Pronouncements In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-15 which requires management of public companies to evaluate whether there are conditions and events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the financial statements are issued and, if so, to disclose that fact. Management will be required to make this evaluation for both annual and interim reporting periods, if applicable. Management is also required to evaluate and disclose whether its plans alleviate that doubt. The standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. The adoption of this standard did not have a material impact on the financial position, results of operations or related financial statement disclosures. In February 2016, the FASB issued ASU 2016-02 which is intended to improve financial reporting about leasing transactions. The updated guidance will require a lessee to recognize assets and liabilities for leases with lease terms of more than twelve months. Consistent with current GAAP, the recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a capital or operating lease. Unlike current GAAP—which requires only capital leases to be recognized on the balance sheet—the updated guidance will require both types of leases to be recognized on the balance sheet. The standard is effective for public companies for fiscal years beginning after December 15, 2018, and interim periods within those years. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company does not believe the adoption of this standard will have a material impact on its financial position, results of operations or related financial statement disclosures. In March 2016, the FASB issued ASU 2016-09 which includes provisions intended to simplify the various aspects related to how share-based payments are accounted for and presented in the financial statements. The updated guidance will include income tax consequences on the income statement and the classification of the tax impact on the statement of cash flows. Additionally, under the updated guidance companies will have to elect whether to account for forfeitures of share-based payments by (1) recognizing forfeitures as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. The standard is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those years. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company does not believe the adoption of this standard will have a material impact on its financial position, results of operations or related financial statement disclosures. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt | |
Debt | 3. Debt Credit Facility In June 2014, the Company entered into a loan and security agreement (the "Credit Facility") with Oxford Finance LLC which provided for initial borrowings of $5.0 million under the term loan (the "Term A Loan") and additional borrowings of $15.0 million (the "Term B Loan") at the Company's option, for a maximum of $20.0 million. On June 30, 2014, the Company received proceeds of $5.0 million from the issuance of secured promissory notes under the Term A Loan. Upon achieving positive clinical development results in March 2015, the remaining $15.0 million under the Term B Loan became available to be drawn down, at the Company's sole discretion, until March 31, 2015. The Company did not elect to draw down the Term B Loan as of March 31, 2015. The secured promissory notes issued under the Credit Facility are due on July 1, 2018, and are collateralized by substantially all of the Company's personal property, other than its intellectual property. The Company is obligated to make monthly, interest-only payments on the Term A Loan until July 1, 2015, and, thereafter, to pay 36 consecutive, equal monthly installments of principal and interest from August 1, 2015, through July 1, 2018. The Term A Loan bears interest at an annual rate of 6.40%. In addition, a final payment equal to 8.0% of the Term A Loan is due upon the earlier of the maturity date or prepayment of the term loan. The Company is recognizing the final payment as interest expense using the effective interest method over the life of the Credit Facility. There are no financial covenants associated to the Credit Facility. However, so long as the Credit Facility is outstanding, there are negative covenants that limit or restrict the Company's activities, which include limitations on incurring indebtedness, granting liens, mergers or acquisitions, dispositions of assets, making certain investments, entering into certain transactions with affiliates, paying dividends or distributions, encumbering or pledging interest in its intellectual property and certain other business transactions. Additionally, the Credit Facility includes events of default, the occurrence and continuation of any of which provides the lenders the right to exercise remedies against the Company and the collateral securing the loans under the Credit Facility, which includes cash. These events of default include, among other things, non-payment of any amounts due under the Credit Facility, insolvency, the occurrence of a material adverse event, inaccuracy of representations and warranties, cross default to material indebtedness and a material judgment against the Company. Upon the occurrence of an event of default, all obligations under the Credit Facility shall accrue interest at a rate equal to the fixed annual rate plus five percentage points. In connection with the borrowing of the Term A Loan, the Company issued a warrant to purchase 8,230 shares of common stock at an exercise price of $15.19 (see Note 4). The warrant resulted in a debt discount of $0.1 million which is amortized into interest expense using the effective interest method over the life of the Term A Loan. In addition, the Company incurred debt issuance costs of $0.1 million in connection with the borrowing of the Term A Loan. The debt issuance costs were capitalized and included in long-term debt on the condensed balance sheet at the inception of the Term A Loan, and are amortized to interest expense using the effective interest method over the same term. As of December 31, 2016, the remaining unamortized discount and debt issuance costs associated with the debt were less than $0.1 million and less than $0.1 million, respectively. Estimated future principal payments due under the Credit Facility are as follows: Years Ending December 31, (in thousands) 2017 $ 2018 ​ ​ ​ ​ ​ Total $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During the years ended December 31, 2016 and 2015, the Company recognized $0.4 million and $0.5 million of interest expense and made cash interest payments of $0.2 million and $0.3 million related to the Credit Facility, respectively. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Warrants | |
Warrants | 4. Warrants In connection with the Credit Facility entered into in June 2014, the Company issued a warrant to purchase 8,230 shares of common stock at an exercise price of $15.19. The warrant will terminate on the earlier of June 30, 2019, and the closing of a merger or consolidation transaction in which the Company is not the surviving entity. The warrant was recorded at fair value of $0.1 million to additional-paid-in-capital in accordance with ASC 815-10 based upon the allocation of the debt proceeds. The Company estimated the fair value of the warrant using a Black-Scholes option-pricing model, which is based, in part, upon subjective assumptions including but not limited to stock price volatility, the expected life of the warrant, the risk-free interest rate and the fair value of the common stock underlying the warrant. The Company estimates the volatility of its stock based on public company peer group historical volatility that is in line with the expected remaining life of the warrant. The risk-free interest rate is based on the U.S. Treasury zero-coupon bond for a maturity similar to the expected remaining life of the warrant. The expected remaining life of the warrant is assumed to be equivalent to its remaining contractual term. Upon the closing of the Company's IPO, all warrants exercisable for 1,940,000 shares of Series A preferred stock, at an exercise price of $1.00 per share (unadjusted for stock splits), were automatically converted into warrants exercisable for 277,690 shares of common stock, at an exercise price of $6.99 per share. As a result, the Company concluded the warrants outstanding no longer met the criteria to be classified as liabilities and were reclassified to additional paid-in capital at fair value on the date of reclassification. During the year ended December 31, 2015, 29,330 warrants were net exercised for 25,445 shares of the Company's common stock. The remaining 248,360 warrants outstanding as of December 31, 2016, expire in February 2018. As of December 31, 2016, the Company had warrants outstanding that were exercisable for a total of 256,590 shares of common stock at a weighted-average exercise price of $7.25 per share. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies | |
Commitments and Contingencies | 5. Commitments and Contingencies In February 2014, the Company entered into an operating lease agreement for its principal executive offices located in Ann Arbor, Michigan commencing in April 2014, with a term of 63 months. The Company's lease provides for fixed monthly rent for the term of the lease, with monthly rent increasing every 12 months subsequent to the first three months of the lease, and also provides for certain rent adjustments to be paid as determined by the landlord. In May 2014, the Company entered into the third amendment to the operating lease agreement for its laboratory facility in Plymouth, Michigan. The amendment provides in part that (i) the expiration date of the term of the lease is extended from April 2014 to April 2017, (ii) the rentable laboratory space is adjusted to 3,045 square feet, (iii) the Company's proportionate share of the landlord's expenses and taxes is adjusted to 7.40%, (iv) the Company may exercise its option to renew the lease for one term of three years through written notice to the landlord by February 2017, and (v) the annual base rent under the lease is decreased to $37,000, subject to increases and adjustments provided in the lease. In December 2015, the Company entered into a termination agreement for its laboratory facility. Pursuant to the termination, the Plymouth lease was terminated, effective retroactively on October 30, 2015 (the "Termination Date"), rather than April 30, 2017, as contemplated by the Plymouth lease, with the Company having no further rent obligations to the Landlord pursuant to the Plymouth lease after the Termination Date. In August 2015, the Company entered into an operating lease agreement to increase its office space and support its clinical development operations located in Ann Arbor, Michigan, commencing September 2015, with a term of 49 months. The Company's lease provides for fixed monthly rent for the term of the lease, with monthly rent increasing every 12 months subsequent to the first month of the lease. The total rent expense for the years ended December 31, 2016, 2015 and 2014, was approximately $0.2 million, $0.2 million and $0.3 million, respectively. The following table summarizes the Company's future minimum lease payments as of December 31, 2016: Total Less than 1 - 3 Years 3 - 5 Years More than (in thousands) Operating lease $ $ $ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Legal Proceedings On January 12, 2016, a purported stockholder of the Company filed a putative class action lawsuit in the United States District Court for the Eastern District of Michigan, against the Company and Tim Mayleben, captioned Kevin L. Dougherty v. Esperion Therapeutics, Inc., et al. (No. 16-cv-10089). The lawsuit alleges that the Company and Mr. Mayleben violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 by allegedly failing to disclose in an August 17, 2015, public statement that the FDA would require a cardiovascular outcomes trial before approving our lead product candidate. The lawsuit seeks, among other things, compensatory damages in connection with an allegedly inflated stock price between August 18, 2015, and September 28, 2015, as well as attorneys' fees and costs. On May 20, 2016, an amended complaint was filed in the lawsuit and on July 5, 2016, the Company filed a motion to dismiss the amended complaint. On December 27, 2016, the court granted the Company's motion to dismiss with prejudice and entered judgment in the Company's favor. On January 24, 2017, the plaintiffs in this lawsuit filed a motion to alter or amend the judgment. On December 15, 2016, a purported stockholder of the Company filed a derivative lawsuit in the Court of Chancery of the State of Delaware against Tim Mayleben, Roger Newton, Mary McGowan, Nicole Vitullo, Dov Goldstein, Daniel Janney, Antonio Gotto Jr., Mark McGovern, Gilbert Omenn, Scott Braunstein, and Patrick Enright. The Company is named as a nominal defendant. The lawsuit alleges that the defendants breached their fiduciary duties to the Company when they made or approved improper statements on August 17, 2015, regarding the Company's lead product candidate's path to FDA approval, and failed to ensure that reliable systems of internal controls were in place at the Company. The lawsuit seeks, among other things, any damages sustained by the Company as a result of the defendants' alleged breaches of fiduciary duties, including damages related to the above-referenced securities class action, an order directing the Company to take all necessary actions to reform and improve its corporate governance and internal procedures, restitution from the defendants, and attorneys' fees and costs. In light of, among other things, the early stage of the litigation, the Company is unable to predict the outcome of this matter and is unable to make a meaningful estimate of the amount or range of loss, if any, that could result from an unfavorable outcome. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment | |
Property and Equipment | 6. Property and Equipment Property and equipment consist of the following: December 31, 2016 2015 (in thousands) Lab equipment $ $ Computer equipment Software Furniture and fixtures Leasehold improvements Assets in Progress — ​ ​ ​ ​ ​ ​ ​ ​ Subtotal Less accumulated depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation expense was $0.3 million, $0.2 million and $0.2 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Other Accrued Liabilities | |
Other Accrued Liabilities | 7. Other Accrued Liabilities Other accrued liabilities consist of the following: December 31, 2016 2015 (in thousands) Accrued compensation $ $ Accrued professional fees Accrued franchise and property taxes Accrued interest Accrued other ​ ​ ​ ​ ​ ​ ​ ​ Total other accrued liabilities $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Investments
Investments | 12 Months Ended |
Dec. 31, 2016 | |
Investments | |
Investments | 8. Investments The following table summarizes the Company's cash equivalents and investments: December 31, 2016 Amortized Gross Gross Estimated (in thousands) Cash equivalents: Money market funds $ $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Short-term investments: Certificates of deposit ) U.S treasury notes ) U.S. government agency securities ) Long-term investments: Certificates of deposit — ) U.S. treasury notes — ) U.S. government agency securities — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2015 Amortized Gross Gross Estimated (in thousands) Cash equivalents: Money market funds $ $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Short-term investments: Certificates of deposit — ) U.S. treasury notes — ) U.S. government agency securities — ) Long-term investments: Certificates of deposit — ) U.S. treasury notes — ) U.S. government agency securities — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ — $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2016, remaining contractual maturities of available-for-sale investments classified as current on the balance sheet were less than 12 months, and remaining contractual maturities of available-for-sale investments classified as long-term were less than two years. During the years ended December 31, 2016, 2015 and 2014, other income, net in the statements of operations includes interest income on available-for-sale investments of $2.6 million, $1.5 million and $0.4 million, and expense for the amortization of premiums and discounts on investments of $1.0 million, $0.6 million and $0.2 million, respectively. There were no unrealized gains or losses on investments reclassified from accumulated other comprehensive loss to other income, net in the statements of operations during the year ended December 31, 2016. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Measurements | |
Fair Value Measurements | 9. Fair Value Measurements The Company follows accounting guidance that emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Fair value is defined as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date." Fair value measurements are defined on a three level hierarchy: Level 1 inputs: Quoted prices for identical assets or liabilities in active markets; Level 2 inputs: Observable inputs other than Level 1 prices, such as quoted market prices for similar assets or liabilities or other inputs that are observable or can be corroborated by market data; and Level 3 inputs: Unobservable inputs that are supported by little or no market activity and require the reporting entity to develop assumptions that market participants would use when pricing the asset or liability. The following table presents the Company's financial assets and liabilities that have been measured at fair value on a recurring basis: Description Total Level 1 Level 2 Level 3 (in thousands) December 31, 2016 Assets: Money market funds $ $ $ — $ — Available-for-sale securities: Certificates of deposit — — U.S. treasury notes — — U.S. government agency securities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets at fair value $ $ $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Description Total Level 1 Level 2 Level 3 (in thousands) December 31, 2015 Assets: Money market funds $ $ $ — $ — Available-for-sale securities: Certificates of deposit — — U.S. treasury notes — — U.S. government agency securities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets at fair value $ $ $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ There were no transfers between Levels 1, 2 or 3 during the years ended December 31, 2016 or December 31, 2015. Fair Value Measurements on a Nonrecurring Basis In addition to items that are measured at fair value on a recurring basis, the Company also measures assets held for sale at the lower of its carrying amount or fair value on a nonrecurring basis. The Company did not recognize impairment expense and other losses relating to assets held for sale during the years ended December 31, 2016, 2015, and 2014. There are no assets held for sale as of December 31, 2016. |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Stock Compensation | |
Stock Compensation | 10. Stock Compensation 2013 Stock Option and Incentive Plan In May 2015, the Company's stockholders approved the amended and restated 2013 Stock Option and Incentive Plan (as amended, the "2013 Plan") which, among other things, increased the number of shares of common stock reserved for issuance thereunder. The number of shares of common stock available for awards under the 2013 Plan was increased by 923,622 shares from 2,051,378 shares to 2,975,000 shares, plus (i) shares of common stock that are forfeited, cancelled, held back upon the exercise or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of common stock or otherwise terminated (other than by exercise) under the 2013 Plan and the Company's 2008 Incentive Stock Option and Restricted Stock Plan are added back to the shares of common stock available for issuance under the 2013 Plan, and (ii) on January 1, 2016, and each January 1, thereafter, the number of shares of common stock reserved and available for issuance under the 2013 Plan will be cumulatively increased by 2.5% of the number of shares of common stock outstanding on the immediately preceding December 31, or such lesser number of shares of common stock determined by the compensation committee. The 2013 Plan provides for the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units ("RSUs"), unrestricted stock awards, cash-based awards, performance share awards and dividend equivalent rights. The Company incurs stock-based compensation expense related to stock options and RSUs. The fair value of RSUs is determined by the closing market price of the Company's common stock on the date of grant. The fair value of stock options is calculated using a Black-Scholes option-pricing model. The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation. Accordingly, compensation costs related to equity instruments granted are recognized over the requisite service periods of the awards on a straight-line basis at the grant-date fair value, taking into account estimated forfeitures. 2008 Stock Option and Restricted Stock Plan In April 2008, the Company adopted the 2008 Plan, administered by the Board of Directors or a committee appointed by the Board of Directors. The 2008 Plan provides for the granting of stock options and restricted stock to employees and nonemployees of the Company. Options granted under the 2008 Plan may either be incentive stock options, restricted stock awards or nonqualified stock options. Stock options and restricted stock grants may be granted to employees, directors and consultants. Stock awards under the 2008 Plan may be granted for up to ten years from the adoption of the 2008 Plan at prices no less than 100 percent of the fair value of the shares on the date of the grant as determined by (i) the closing price of the Company's common stock on any national exchange, (ii) the National Association of Securities Dealers Inc. Automated Quotation System ("NASDAQ"), if so authorized for quotation as a NASDAQ security, or (iii) by reasonable application of a reasonable valuation method. The valuation methods utilized by the Company are consistent with the AICPA Technical Practice Aid. Under the 2013 Plan and the 2008 Plan the vesting of options granted or restricted awards given will be determined individually with each option grant. Generally, 25 percent of the granted amount will vest upon the first anniversary of the option grant with the remainder vesting ratably on the first day of each calendar quarter for the following three years. Stock options have a 10-year life and expire if not exercised within that period, or if not exercised within 90 days of cessation of providing service to the Company. The following table summarizes the activity relating to the Company's options to purchase common stock for the year ended December 31, 2016: Number of Weighted-Average Weighted-Average Aggregate (in thousands) Outstanding at December 31, 2015 $ $ Granted $ Forfeited or expired (vested and unvested) ) $ Exercised ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at December 31, 2016 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The following table summarizes information about the Company's stock option plan as of December 31, 2016: Number of Weighted-Average Weighted-Average Aggregate (in thousands) Vested and expected to vest at December 31, 2016 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at December 31, 2016 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The total intrinsic value of stock options exercised during the years ended December 31, 2016, 2015 and 2014, was $0.4 million, $7.4 million, and $1.4 million, respectively. The following table shows the weighted-average assumptions used to compute the stock-based compensation costs for the stock options granted to employees and non-employees during the period from December 31, 2016, to December 31, 2014, using the Black-Scholes option-pricing model: Year ended 2016 2015 2014 Risk-free interest rate % % % Dividend yield — — — Weighted-average expected life of options (years) Volatility % % % The risk-free interest rate assumption was based on the United States Treasury's rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The assumed dividend yield was based on the Company's expectation of not paying dividends in the foreseeable future. The weighted-average expected life of the options was calculated using the simplified method as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107 ("SAB No. 107"). This decision was based on the lack of relevant historical data due to the Company's limited historical experience. In addition, due to the Company's limited historical data, the estimated volatility also reflects the application of SAB No. 107, incorporating the historical volatility of comparable companies whose share prices are publicly available. The weighted-average grant-date fair values of stock options granted during the years ended December 31, 2016, 2015 and 2014, were $9.78, $38.44 and $10.15, respectively. During the years ended December 31, 2016, 2015 and 2014, the Company recognized stock-based compensation expense related to stock options of $15.6 million, $12.6 million and $3.7 million, respectively. As of December 31, 2016, there was approximately $27.3 million of unrecognized compensation cost related to unvested options, adjusted for forfeitures, which will be recognized over a weighted-average period of approximately 2.4 years. The following table summarizes the activity relating to the Company's RSUs for the year ended December 31, 2016: Number of Weighted-Average Outstanding and unvested at December 31, 2015 $ Granted $ Forfeited or expired ) $ Vested ) $ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding and unvested at December 31, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During the years ended December 31, 2016, 2015 and 2014, the Company recognized approximately $0.4 million, $0.1 million and $0, respectively, of stock-based compensation expense recognized related to RSUs. As of December 31, 2016, there was approximately $0.8 million of unrecognized stock-based compensation expense related to unvested RSUs, adjusted for forfeitures, which will be recognized over a weighted-average period of approximately 2.5 years. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2016 | |
Employee Benefit Plan | |
Employee Benefit Plan | 11. Employee Benefit Plan During 2008, the Company adopted the Esperion Therapeutics, Inc. 401(k) Plan (the "401(k) Plan"), which qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating employees may defer a portion of their pretax earnings. The Company may, at its sole discretion, contribute for the benefit of eligible employees. Company contributions to the 401(k) Plan during the years ended December 31, 2016, 2015 and 2014, were $0.2 million, $0.1 million, and $0, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes | |
Income Taxes | 12. Income Taxes There was no provision for income taxes for the years ended December 31, 2016, 2015 and 2014, because the Company has incurred operating losses since inception. At December 31, 2016, the Company concluded that it is not more likely than not that the Company will realize the benefit of its deferred tax assets due to its history of losses. Accordingly, a full valuation allowance has been applied against the net deferred tax assets. As of December 31, 2016, 2015 and 2014, the Company had deferred tax assets, before valuation allowance, of approximately $75.3 million, $50.6 million and $34.2 million, respectively. Realization of the deferred assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. As of December 31, 2016, 2015 and 2014, the Company had federal net operating loss ("NOL") carryforwards of approximately $196.4 million, $137.4 million and $95.1 million, respectively. The federal NOL carryforwards will expire at various dates beginning in 2028, if not utilized. As of December 31, 2016, 2015 and 2014, the Company had state NOL carryforwards of approximately $18.1 million, $15.4 million and $16.6 million, respectively. The state NOL carryforwards will expire at various dates beginning in 2022, if not utilized. The Company has $4.5 million of NOLs related to excess tax benefits generated upon the settlement of stock awards that increased NOL. The Company cannot record the benefit of these losses in the financial statements until the losses are utilized to reduce its income taxes payable at which time it will recognize the tax benefit in equity. A reconciliation of the U.S. statutory income tax rate to the Company's effective tax rate is as follows: December 31, 2016 2015 2014 Federal income tax (benefit) at statutory rate )% )% )% Change in tax rate % % % Permanent items % % % Other % % % Change in valuation allowance % % % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective income tax rate % % % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ If the Company experiences a greater than 50 percentage point aggregate change in ownership of certain significant stockholders over a three-year period, a Section 382 ownership change could be deemed to have occurred. If a section 382 change occurs, the Company's future utilization of the net operating loss carryforwards and credits as of the ownership change will be subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. Such an annual limitation may result in the expiration of net operating losses before utilization. The Company's reserves related to taxes are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. The Company recognized no material adjustment for unrecognized income tax benefits. Through December 31, 2016, the Company had no unrecognized tax benefits or related interest and penalties accrued. Significant components of the Company's deferred tax assets are summarized in the table below: December 31, 2016 2015 (in thousands) Deferred tax assets: Federal and state operating loss carryforwards $ $ Equity compensation Temporary differences ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax assets Valuation allowance ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Dec. 31, 2016 | |
Net Loss Per Common Share | |
Net Loss Per Common Share | 13. Net Loss Per Common Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, warrants for common stock, stock options and unvested restricted stock and RSUs are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The shares outstanding at the end of the respective periods presented below were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: December 31, 2016 2015 2014 Warrants for common stock Common shares under option Unvested restricted stock and RSUs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total potential dilutive shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Data (Unaudited) | |
Selected Quarterly Financial Data (Unaudited) | 14. Selected Quarterly Financial Data (Unaudited) The following table summarizes the unaudited quarterly financial data for the last two years: 2016 March 31 June 30 September 30 December 31 (in thousands, except share and per share data) Operating expenses: Research and development $ $ $ $ General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses Loss from operations: ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ) ) ) ) Other income, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per common share (basic and diluted) $ ) $ ) $ ) $ ) Weighted-average shares outstanding (basic and diluted) 2015 March 31 June 30 September 30 December 31 (in thousands, except share and per share data) Operating expenses: Research and development $ $ $ $ General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses Loss from operations: ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ) ) ) ) Other income, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per common share (basic and diluted) $ ) $ ) $ ) $ ) Weighted-average shares outstanding (basic and diluted) |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and related disclosures. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company invests its excess cash in bank deposits, money market accounts, and short-term investments. The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash equivalents are reported at fair value. |
Investments | Investments Investments are considered to be available-for-sale and are carried at fair value. Unrealized gains and losses, if any, are reported as a separate component of stockholders' equity. The cost of investments classified as available-for-sale are adjusted for the amortization of premiums and accretion of discounts to maturity and recorded in other income, net. Realized gains and losses, if any, are determined using the specific identification method and recorded in other income, net. Investments with original maturities beyond 90 days at the date of purchase and which mature at, or less than twelve months from, the balance sheet date are classified as current. Investments with a maturity beyond twelve months from the balance sheet date are classified as long-term. |
Concentration of Credit Risk | Concentration of Credit Risk Cash, cash equivalents, and marketable securities consist of financial instruments that potentially subject the Company to concentrations of credit risk. The Company has established guidelines for investment of its excess cash and believes the guidelines maintain safety and liquidity through diversification of counterparties and maturities. |
Segment Information | Segment Information The Company views its operations and manages its business in one operating segment, which is the business of researching, developing and commercializing therapies for the treatment of patients with elevated LDL-C. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company's cash, cash equivalents and investments are carried at fair value. Financial instruments, including other prepaid and current assets, accounts payable and accrued liabilities are carried at cost, which approximates fair value. Debt is carried at amortized cost, which approximates fair value. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets, generally three to ten years. Leasehold improvements are amortized over the lesser of the lease term or the estimated useful lives of the related assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. The impairment loss, if recognized, would be based on the excess of the carrying value of the impaired asset over its respective fair value. No impairment losses have been recorded through December 31, 2016. |
Research and Development | Research and Development Research and development expenses consist of costs incurred to further the Company's research and development activities and include salaries and related benefits, costs associated with clinical activities, nonclinical activities, regulatory activities, manufacturing activities to support clinical activities, research-related overhead expenses and fees paid to external service providers that conduct certain research and development, clinical, and manufacturing activities on behalf of the Company. Research and development costs are expensed as incurred. |
Accrued Clinical Development Costs | Accrued Clinical Development Costs Outside research costs are a component of research and development expense. These expenses include fees paid to clinical research organizations and other service providers that conduct certain clinical and product development activities on behalf of the Company. Depending upon the timing of payments to the service providers, the Company recognizes prepaid expenses or accrued expenses related to these costs. These accrued or prepaid expenses are based on management's estimates of the work performed under service agreements, milestones achieved and experience with similar contracts. The Company monitors each of these factors and adjusts estimates accordingly. |
Income Taxes | Income Taxes The Company utilizes the liability method of accounting for income taxes as required by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company has incurred operating losses since inception. Accordingly, it is not more likely than not that the Company will realize deferred tax assets and as such, it has recorded a full valuation allowance. |
Warrants | Warrants The Company accounts for its warrants issued in connection with its various financing transactions based upon the characteristics and provisions of the instrument. Warrants classified as liabilities are recorded on the Company's balance sheet at their fair value on the date of issuance and are marked-to-market on each subsequent reporting period, with the fair value changes recognized in the statement of operations. Warrants classified as additional-paid-in-capital are recorded on the Company's balance sheet at their fair value on the date of issuance. The warrants are measured using the Black-Scholes option-pricing model subsequent to the pricing of the Company's IPO and a Monte Carlo valuation model for previous periods which are based, in part, upon inputs where there is little or no market data, requiring the Company to develop its own independent assumptions (see Note 4). |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation. Accordingly, compensation costs related to equity instruments granted are recognized over the requisite service periods of the awards on a straight-line basis at the grant-date fair value calculated using a Black-Scholes option-pricing model. Additionally, under the provisions of ASC 718, the Company is required to include an estimate of the number of awards that will be forfeited in calculating compensation costs. Any changes to the estimated forfeiture rates are accounted for prospectively. Stock-based compensation arrangements with non-employees are recognized at the grant-date fair value and then re-measured at each reporting period. Expense is recognized during the period the related services are rendered. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-15 which requires management of public companies to evaluate whether there are conditions and events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the financial statements are issued and, if so, to disclose that fact. Management will be required to make this evaluation for both annual and interim reporting periods, if applicable. Management is also required to evaluate and disclose whether its plans alleviate that doubt. The standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. The adoption of this standard did not have a material impact on the financial position, results of operations or related financial statement disclosures. In February 2016, the FASB issued ASU 2016-02 which is intended to improve financial reporting about leasing transactions. The updated guidance will require a lessee to recognize assets and liabilities for leases with lease terms of more than twelve months. Consistent with current GAAP, the recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a capital or operating lease. Unlike current GAAP—which requires only capital leases to be recognized on the balance sheet—the updated guidance will require both types of leases to be recognized on the balance sheet. The standard is effective for public companies for fiscal years beginning after December 15, 2018, and interim periods within those years. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company does not believe the adoption of this standard will have a material impact on its financial position, results of operations or related financial statement disclosures. In March 2016, the FASB issued ASU 2016-09 which includes provisions intended to simplify the various aspects related to how share-based payments are accounted for and presented in the financial statements. The updated guidance will include income tax consequences on the income statement and the classification of the tax impact on the statement of cash flows. Additionally, under the updated guidance companies will have to elect whether to account for forfeitures of share-based payments by (1) recognizing forfeitures as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. The standard is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those years. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company does not believe the adoption of this standard will have a material impact on its financial position, results of operations or related financial statement disclosures. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt | |
Schedule of estimated future principal payments due | Years Ending December 31, (in thousands) 2017 $ 2018 ​ ​ ​ ​ ​ Total $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies | |
Summary of future minimum lease payments | The following table summarizes the Company's future minimum lease payments as of December 31, 2016: Total Less than 1 - 3 Years 3 - 5 Years More than (in thousands) Operating lease $ $ $ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment | |
Schedule of property and equipment | December 31, 2016 2015 (in thousands) Lab equipment $ $ Computer equipment Software Furniture and fixtures Leasehold improvements Assets in Progress — ​ ​ ​ ​ ​ ​ ​ ​ Subtotal Less accumulated depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Accrued Liabilities | |
Schedule of other accrued liabilities | December 31, 2016 2015 (in thousands) Accrued compensation $ $ Accrued professional fees Accrued franchise and property taxes Accrued interest Accrued other ​ ​ ​ ​ ​ ​ ​ ​ Total other accrued liabilities $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments | |
Summary of the Company's cash equivalents and investments | December 31, 2016 Amortized Gross Gross Estimated (in thousands) Cash equivalents: Money market funds $ $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Short-term investments: Certificates of deposit ) U.S treasury notes ) U.S. government agency securities ) Long-term investments: Certificates of deposit — ) U.S. treasury notes — ) U.S. government agency securities — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2015 Amortized Gross Gross Estimated (in thousands) Cash equivalents: Money market funds $ $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Short-term investments: Certificates of deposit — ) U.S. treasury notes — ) U.S. government agency securities — ) Long-term investments: Certificates of deposit — ) U.S. treasury notes — ) U.S. government agency securities — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ — $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Measurements | |
Schedule of the Company's financial assets and liabilities that have been measured at fair value on a recurring basis | Description Total Level 1 Level 2 Level 3 (in thousands) December 31, 2016 Assets: Money market funds $ $ $ — $ — Available-for-sale securities: Certificates of deposit — — U.S. treasury notes — — U.S. government agency securities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets at fair value $ $ $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Description Total Level 1 Level 2 Level 3 (in thousands) December 31, 2015 Assets: Money market funds $ $ $ — $ — Available-for-sale securities: Certificates of deposit — — U.S. treasury notes — — U.S. government agency securities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets at fair value $ $ $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stock Compensation | |
Summary of activity relating to the Company's options to purchase common stock | Number of Weighted-Average Weighted-Average Aggregate (in thousands) Outstanding at December 31, 2015 $ $ Granted $ Forfeited or expired (vested and unvested) ) $ Exercised ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at December 31, 2016 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Summary of information about the stock option plan | Number of Weighted-Average Weighted-Average Aggregate (in thousands) Vested and expected to vest at December 31, 2016 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at December 31, 2016 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of weighted-average assumptions used to compute the stock-based compensation costs for the stock options granted to employees and non-employees | Year ended 2016 2015 2014 Risk-free interest rate % % % Dividend yield — — — Weighted-average expected life of options (years) Volatility % % % |
Summary of activity relating to the Company's RSUs | Number of Weighted-Average Outstanding and unvested at December 31, 2015 $ Granted $ Forfeited or expired ) $ Vested ) $ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding and unvested at December 31, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes | |
Schedule of reconciliation of the U.S. statutory income tax rate to the Company's effective tax rate | December 31, 2016 2015 2014 Federal income tax (benefit) at statutory rate )% )% )% Change in tax rate % % % Permanent items % % % Other % % % Change in valuation allowance % % % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective income tax rate % % % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of significant components of the Company's deferred tax assets | December 31, 2016 2015 (in thousands) Deferred tax assets: Federal and state operating loss carryforwards $ $ Equity compensation Temporary differences ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax assets Valuation allowance ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Net Loss Per Common Share | |
Schedule of anti-dilutive securities excluded from the calculation of diluted net loss per share | December 31, 2016 2015 2014 Warrants for common stock Common shares under option Unvested restricted stock and RSUs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total potential dilutive shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Selected Quarterly Financial 32
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Data (Unaudited) | |
Schedule of unaudited quarterly financial data | 2016 March 31 June 30 September 30 December 31 (in thousands, except share and per share data) Operating expenses: Research and development $ $ $ $ General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses Loss from operations: ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ) ) ) ) Other income, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per common share (basic and diluted) $ ) $ ) $ ) $ ) Weighted-average shares outstanding (basic and diluted) 2015 March 31 June 30 September 30 December 31 (in thousands, except share and per share data) Operating expenses: Research and development $ $ $ $ General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses Loss from operations: ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ) ) ) ) Other income, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per common share (basic and diluted) $ ) $ ) $ ) $ ) Weighted-average shares outstanding (basic and diluted) |
The Company and Basis of Pres33
The Company and Basis of Presentation - Other (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 24, 2015 | Oct. 21, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Follow On Offerings | ||||
Net proceeds from offerings, including proceeds from the exercise of the underwriters' over-allotment option | $ 189,983 | $ 91,731 | ||
Follow On Offerings | ||||
Follow On Offerings | ||||
Original issue price (in dollars per share) | $ 100 | $ 20 | ||
Net proceeds from offerings, including proceeds from the exercise of the underwriters' over-allotment option | $ 190,000 | $ 91,600 | ||
Follow On Offerings | Common stock | ||||
Follow On Offerings | ||||
Common stock sold (in shares) | 2,012,500 | 4,887,500 | ||
Over-allotment option | Common stock | ||||
Follow On Offerings | ||||
Common stock sold (in shares) | 262,500 | 637,500 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2016USD ($)item | |
Segment Information | |
Number of operating segments | item | 1 |
Impairment of Long-Lived Assets | |
Impairment losses | $ | $ 0 |
Property and equipment | Minimum | |
Property and Equipment, net | |
Estimated useful lives | 3 years |
Property and equipment | Maximum | |
Property and Equipment, net | |
Estimated useful lives | 10 years |
Debt (Details)
Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Jul. 01, 2013 |
Estimated future principal payments due under the Credit Facility | ||||||
Amortization of debt discount | $ 21 | $ 29 | $ 15 | |||
Maximum | ||||||
Debt | ||||||
Debt issuance costs | $ 100 | |||||
Warrants for common stock | ||||||
Debt | ||||||
Exercise price (in dollars per share) | $ 7.25 | |||||
Series A preferred stock warrant | ||||||
Debt | ||||||
Warrants exercisable into stock (in shares) | 1,940,000 | |||||
Exercise price (in dollars per share) | $ 1 | |||||
Credit Facility | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 20,000 | |||||
Percentage of final payment equal to amount drawn under the Credit Facility | 8.00% | 8.00% | ||||
Estimated future principal payments due under the Credit Facility | ||||||
2,017 | $ 1,709 | |||||
2,018 | 1,049 | |||||
Total | 2,758 | |||||
Interest expense | 400 | 500 | ||||
Interest payments | $ 200 | $ 300 | ||||
Term A Loan | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 5,000 | |||||
Period of consecutive equal monthly installments of principal and interest | 36 months | |||||
Interest rate (as a percent) | 6.40% | 6.40% | ||||
Term A Loan | Warrants for common stock | ||||||
Debt | ||||||
Warrants exercisable into stock (in shares) | 8,230 | |||||
Exercise price (in dollars per share) | $ 15.19 | |||||
Unamortized discount | $ 100 | |||||
Term A Loan | Secured promissory notes | ||||||
Debt | ||||||
Proceeds from issuance of debt | $ 5,000 | |||||
Term B Loan | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 15,000 | |||||
Remaining borrowing capacity | $ 15,000 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2014 | Jul. 01, 2013 | |
Warrants for common stock | ||||
Warrants | ||||
Exercise price (in dollars per share) | $ 7.25 | |||
Warrants exercised | 29,330 | |||
Number of shares of common stock to be purchased against outstanding warrants | 256,590 | |||
Series A preferred stock warrant | ||||
Warrants | ||||
Warrants exercisable into stock (in shares) | 1,940,000 | |||
Exercise price (in dollars per share) | $ 1 | |||
Number of shares of common stock to be purchased against outstanding warrants | 248,360 | |||
Common stock | ||||
Warrants | ||||
Exercise price (in dollars per share) | $ 15.19 | |||
Common stock | Warrants for common stock | ||||
Warrants | ||||
Warrants exercisable into stock (in shares) | 25,445 | 8,230 | 277,690 | |
Fair value of warrants | $ 0.1 | |||
Share price of common stock (in dollars per share) | $ 6.99 |
Commitments and Contingencies37
Commitments and Contingencies (Details) | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2015 | May 31, 2014USD ($)ft²item | Feb. 28, 2014 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Commitments and contingencies | ||||||
Term period of lease | 49 months | 63 months | ||||
Operating lease period for monthly rent increasing in fixed monthly rent | 12 months | 12 months | ||||
Operating lease period after which monthly rent increase | 3 months | |||||
Operating leases | ||||||
Total | $ 520,000 | |||||
Less than 1 Year | 191,000 | |||||
1-3 Years | 329,000 | |||||
Total | ||||||
Total | 520,000 | |||||
Less than 1 Year | 191,000 | |||||
1-3 Years | 329,000 | |||||
Rent expense | $ 200,000 | $ 200,000 | $ 300,000 | |||
Third amendment to the operating lease agreement for laboratory facility in Plymouth, Michigan | ||||||
Commitments and contingencies | ||||||
Adjusted rentable laboratory space (in square feet) | ft² | 3,045 | |||||
Adjusted proportionate share of landlord's expenses and taxes (as a percent) | 7.40% | |||||
Number of terms which Company may exercise to renew lease | item | 1 | |||||
Lease renewal term | 3 years | |||||
Annual base rent under new lease agreement | $ 37,000 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property and Equipment | |||
Property and equipment, gross | $ 1,281 | $ 1,162 | |
Less accumulated depreciation and amortization | 607 | 355 | |
Property and equipment, net | 674 | 807 | |
Depreciation expense | 252 | 236 | $ 160 |
Lab equipment | |||
Property and Equipment | |||
Property and equipment, gross | 232 | 232 | |
Computer equipment | |||
Property and Equipment | |||
Property and equipment, gross | 135 | 130 | |
Software | |||
Property and Equipment | |||
Property and equipment, gross | 73 | 73 | |
Furniture and fixtures | |||
Property and Equipment | |||
Property and equipment, gross | 568 | 568 | |
Leasehold improvements | |||
Property and Equipment | |||
Property and equipment, gross | 159 | $ 159 | |
Assets in Progress | |||
Property and Equipment | |||
Property and equipment, gross | $ 114 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Accrued Liabilities | ||
Accrued compensation | $ 456 | $ 571 |
Accrued professional fees | 158 | 140 |
Accrued franchise and property taxes | 40 | 37 |
Accrued interest | 350 | 250 |
Accrued other | 143 | 125 |
Total other accrued liabilities | $ 1,147 | $ 1,123 |
Investments (Details)
Investments (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash equivalents and investments | |||||||||||
Gross Unrealized Gains | $ 16,000 | $ 16,000 | |||||||||
Gross Unrealized Losses | (188,000) | $ (482,000) | (188,000) | $ (482,000) | |||||||
Total, Amortized Cost | 238,157,000 | 247,483,000 | 238,157,000 | 247,483,000 | |||||||
Total, Estimated Fair Value | 237,985,000 | 247,001,000 | 237,985,000 | 247,001,000 | |||||||
Amortization of premiums and discounts on investments | (1,014,000) | (647,000) | $ (202,000) | ||||||||
Other income (expense), net | 407,000 | $ 399,000 | $ 395,000 | $ 347,000 | 233,000 | $ 248,000 | $ 202,000 | $ 93,000 | 1,548,000 | 776,000 | 119,000 |
Interest Income | |||||||||||
Cash equivalents and investments | |||||||||||
Interest income on available for sale | 2,600,000 | 1,500,000 | 400,000 | ||||||||
Other Expense | |||||||||||
Cash equivalents and investments | |||||||||||
Amortization of premiums and discounts on investments | 1,000,000 | 600,000 | $ 200,000 | ||||||||
Reclassification out of accumulated other comprehensive income (loss) | |||||||||||
Cash equivalents and investments | |||||||||||
Other income (expense), net | 0 | ||||||||||
Short-term investments. | U.S. treasury notes | |||||||||||
Cash equivalents and investments | |||||||||||
Investments, Amortized Cost | 47,547,000 | 12,620,000 | 47,547,000 | 12,620,000 | |||||||
Gross Unrealized Gains | 2,000 | 2,000 | |||||||||
Gross Unrealized Losses | (30,000) | (14,000) | (30,000) | (14,000) | |||||||
Investments, Estimated Fair Value | 47,519,000 | 12,606,000 | 47,519,000 | 12,606,000 | |||||||
Short-term investments. | U.S. government agency securities | |||||||||||
Cash equivalents and investments | |||||||||||
Investments, Amortized Cost | 100,356,000 | 102,683,000 | 100,356,000 | 102,683,000 | |||||||
Gross Unrealized Gains | 13,000 | 13,000 | |||||||||
Gross Unrealized Losses | (37,000) | (110,000) | (37,000) | (110,000) | |||||||
Investments, Estimated Fair Value | 100,332,000 | 102,573,000 | 100,332,000 | 102,573,000 | |||||||
Long-term investments | U.S. treasury notes | |||||||||||
Cash equivalents and investments | |||||||||||
Investments, Amortized Cost | 22,575,000 | 22,553,000 | 22,575,000 | 22,553,000 | |||||||
Gross Unrealized Losses | (72,000) | (105,000) | (72,000) | (105,000) | |||||||
Investments, Estimated Fair Value | 22,503,000 | 22,448,000 | 22,503,000 | 22,448,000 | |||||||
Long-term investments | U.S. government agency securities | |||||||||||
Cash equivalents and investments | |||||||||||
Investments, Amortized Cost | 5,000,000 | 45,793,000 | 5,000,000 | 45,793,000 | |||||||
Gross Unrealized Losses | (14,000) | (183,000) | (14,000) | (183,000) | |||||||
Investments, Estimated Fair Value | 4,986,000 | 45,610,000 | 4,986,000 | 45,610,000 | |||||||
Money market funds | |||||||||||
Cash equivalents and investments | |||||||||||
Cash equivalents, Estimated Fair Value | 33,661,000 | 31,761,000 | 33,661,000 | 31,761,000 | |||||||
Certificates of deposit | Short-term investments. | |||||||||||
Cash equivalents and investments | |||||||||||
Investments, Amortized Cost | 25,586,000 | 19,774,000 | 25,586,000 | 19,774,000 | |||||||
Gross Unrealized Gains | 1,000 | 1,000 | |||||||||
Gross Unrealized Losses | (20,000) | (28,000) | (20,000) | (28,000) | |||||||
Investments, Estimated Fair Value | 25,567,000 | 19,746,000 | 25,567,000 | 19,746,000 | |||||||
Certificates of deposit | Long-term investments | |||||||||||
Cash equivalents and investments | |||||||||||
Investments, Amortized Cost | 3,432,000 | 12,299,000 | 3,432,000 | 12,299,000 | |||||||
Gross Unrealized Losses | (15,000) | (42,000) | (15,000) | (42,000) | |||||||
Investments, Estimated Fair Value | $ 3,417,000 | $ 12,257,000 | $ 3,417,000 | $ 12,257,000 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Assets: | ||
Money market fund | $ 33,661,000 | $ 31,761,000 |
Total, Estimated Fair Value | 237,985,000 | 247,001,000 |
Transfer of assets between levels | 0 | 0 |
Transfer of liabilities between levels | 0 | 0 |
U.S. treasury notes | ||
Assets: | ||
Available for sale securities | 70,022,000 | 35,054,000 |
U.S. government agency securities | ||
Assets: | ||
Available for sale securities | 105,318,000 | 148,183,000 |
Certificates of deposit | ||
Assets: | ||
Available for sale securities | 28,984,000 | 32,003,000 |
Level 1 | ||
Assets: | ||
Money market fund | 33,661,000 | 31,761,000 |
Total, Estimated Fair Value | 132,667,000 | 98,818,000 |
Level 1 | U.S. treasury notes | ||
Assets: | ||
Available for sale securities | 70,022,000 | 35,054,000 |
Level 1 | Certificates of deposit | ||
Assets: | ||
Available for sale securities | 28,984,000 | 32,003,000 |
Level 2 | ||
Assets: | ||
Total, Estimated Fair Value | 105,318,000 | 148,183,000 |
Level 2 | U.S. government agency securities | ||
Assets: | ||
Available for sale securities | $ 105,318,000 | $ 148,183,000 |
Fair Value Measurements - Nonre
Fair Value Measurements - Nonrecurring (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Nonrecurring fair value measurement | |
Fair Value Measurements on a Nonrecurring Basis | |
Fair value of assets held for sale | $ 0 |
Stock Compensation (Details)
Stock Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock compensation | ||||
Stock-based compensation expense | $ 15,600 | $ 12,600 | $ 3,700 | |
Weighted-average period over which remaining unrecognized compensation cost will be recognized | 2 years 4 months 24 days | |||
Number of Options | ||||
Outstanding at the beginning of period (in shares) | 2,662,862 | |||
Granted (in shares) | 786,250 | |||
Forfeited or expired (vested and unvested) (in shares) | (165,368) | |||
Exercised (in shares) | (27,757) | |||
Outstanding at the end of the period (in shares) | 3,255,987 | 2,662,862 | ||
Weighted-Average Exercise Price Per Share | ||||
Outstanding at the beginning of period (in dollars per share) | $ 32.42 | |||
Granted (in dollars per share) | 15.31 | |||
Forfeited or expired (vested and unvested) (in dollars per share) | 32.86 | |||
Exercised (in dollars per share) | 1.61 | |||
Outstanding at the end of the period (in dollars per share) | $ 28.53 | $ 32.42 | ||
Weighted-Average Remaining Contractual Term (Years) | ||||
Outstanding at the end of the period | 7 years 8 months 23 days | 8 years 4 months 10 days | ||
Aggregate Intrinsic Value | ||||
Outstanding at the end of the period (in dollars) | $ 5,214 | $ 16,433 | ||
Information about the stock option plan | ||||
Number of Options, vested and expected to vest (in shares) | 3,161,251 | |||
Number of Options, exercisable (in shares) | 1,692,914 | |||
Weighted-Average Price Per Share, vested and expected to vest (in dollars per share) | $ 28.46 | |||
Weighted-Average Price Per Share, exercisable (in dollars per share) | $ 25.70 | |||
Weighted-Average Remaining Contractual Term, vested and expected to vest | 7 years 8 months 12 days | |||
Weighted-Average Remaining Contractual Term, exercisable | 6 years 10 months 17 days | |||
Aggregate Intrinsic Value, vested and expected to vest (in dollars) | $ 5,171 | |||
Aggregate Intrinsic Value, exercisable (in dollars) | 4,579 | |||
Total intrinsic value of stock options exercised | 400 | $ 7,400 | $ 1,400 | |
Additional disclosures | ||||
Unrecognized stock-based compensation expense (in dollars) | $ 27,300 | |||
Weighted-average grant-date fair value (in dollars per share) | $ 9.78 | $ 38.44 | $ 10.15 | |
Assumptions used to compute the share-based compensation costs for stock options granted to employees and non-employees | ||||
Risk-free interest rate (as a percent) | 1.47% | 1.65% | 1.81% | |
Weighted-average expected life of options (years) | 6 years 2 months 19 days | 6 years 1 month 10 days | 6 years 3 months 26 days | |
Volatility (as a percent) | 71.00% | 70.00% | 75.00% | |
RSUs | ||||
Stock compensation | ||||
Vested (in shares) | 8,749 | |||
Stock-based compensation expense | $ 400 | $ 100 | $ 0 | |
Unrecognized compensation cost | $ 800 | |||
Weighted-average period over which remaining unrecognized compensation cost will be recognized | 2 years 6 months | |||
Number of Options | ||||
Outstanding and unvested at the beginning of period (in shares) | 25,000 | |||
Granted (in shares) | 3,000 | |||
Forfeited or expired (in shares) | (3,000) | |||
Vested (in shares) | (8,749) | |||
Outstanding and unvested at the ending of period (in shares) | 16,251 | 25,000 | ||
Weighted-Average Exercise Price Per Share | ||||
Outstanding and unvested (in dollars per share) | $ 57.54 | |||
Granted (in dollars per share) | 15.97 | |||
Forfeited or expired (in dollars per share) | 15.97 | |||
Vested (in dollars per share) | 57.54 | |||
Outstanding and unvested (in dollars per share) | $ 57.54 | $ 57.54 | ||
2013 Stock Option and Incentive Plan | ||||
Stock compensation | ||||
Increase in the number of shares of stock reserved and available for issuance | 923,622 | |||
Percentage of increase in the number of shares reserved and available for issuance | 2.50% | |||
2013 Stock Option and Incentive Plan | Minimum | ||||
Stock compensation | ||||
Shares reserved and approved for issuance | 2,051,378 | |||
2013 Stock Option and Incentive Plan | Maximum | ||||
Stock compensation | ||||
Shares reserved and approved for issuance | 2,975,000 | |||
2008 Incentive Stock Option and Restricted Stock Plan | ||||
Stock compensation | ||||
Expiration period | 10 years | |||
Period from cessation of employment within which options expire if not exercised | 90 days | |||
Grant period of stock awards | 10 years | |||
Purchase price expressed as a percentage of fair value of shares on the date of grant | 100.00% | |||
Vesting percentage on the first anniversary of the option grant | 25.00% | |||
Period for which remainder of grant amount will vest on the first day of each calendar quarter | 3 years |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Benefit Plan | |||
Contributions to the 401(k) Plan | $ 0.2 | $ 0.1 | $ 0 |
Income Taxes - Other (Details)
Income Taxes - Other (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net operating loss carryforwards | |||
NOLs related to excess tax benefits | $ 4,500,000 | ||
Provision for income taxes | |||
Provision for income taxes | 0 | $ 0 | $ 0 |
Deferred tax assets | |||
Deferred tax assets, before valuation allowance | 75,265,000 | 50,576,000 | 34,200,000 |
Federal | |||
Net operating loss carryforwards | |||
Net operating loss carryforwards | 196,400,000 | 137,400,000 | 95,100,000 |
State | |||
Net operating loss carryforwards | |||
Net operating loss carryforwards | $ 18,100,000 | $ 15,400,000 | $ 16,600,000 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of the U.S. statutory income tax rate to the Company's effective tax rate | |||
Federal income tax (benefit) at statutory rate | (34.00%) | (34.00%) | (34.00%) |
Change in tax rate | 0.10% | 0.30% | 2.10% |
Permanent items | 0.90% | 1.30% | 1.00% |
Other | 0.20% | (0.00%) | 0.10% |
Change in valuation allowance | 32.80% | 32.40% | 30.80% |
Effective income tax rate | 0.00% | 0.00% | 0.00% |
Unrecognized tax benefits related to interest and penalties accrued | $ 0 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | |||
Federal and state operating loss carryforwards | $ 65,972 | $ 45,848 | |
Equity compensation | 9,067 | 4,387 | |
Temporary differences | 226 | 341 | |
Total deferred tax assets | 75,265 | 50,576 | $ 34,200 |
Valuation allowance | (75,265) | (50,576) | |
Net deferred tax assets |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net Loss Per Common Share | |||
Total potential dilutive shares | 3,528,828 | 2,946,851 | 2,025,057 |
Warrants for common stock | |||
Net Loss Per Common Share | |||
Total potential dilutive shares | 256,590 | 256,590 | 285,920 |
Common shares under option | |||
Net Loss Per Common Share | |||
Total potential dilutive shares | 3,255,987 | 2,662,862 | 1,729,586 |
Unvested restricted stock and RSUs | |||
Net Loss Per Common Share | |||
Total potential dilutive shares | 16,251 | 27,399 | 9,551 |
Selected Quarterly Financial 49
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Expenses [Abstract] | |||||||||||
Research and development | $ 24,881 | $ 13,498 | $ 9,698 | $ 9,791 | $ 7,956 | $ 7,247 | $ 7,209 | $ 7,390 | $ 57,868 | $ 29,802 | $ 25,302 |
General and administrative | 4,404 | 4,214 | 4,633 | 5,031 | 5,278 | 5,672 | 5,253 | 4,035 | 18,282 | 20,238 | 10,922 |
Total operating expenses | 29,285 | 17,712 | 14,331 | 14,822 | 13,234 | 12,919 | 12,462 | 11,425 | 76,150 | 50,040 | 36,224 |
Loss from operations | (29,285) | (17,712) | (14,331) | (14,822) | (13,234) | (12,919) | (12,462) | (11,425) | (76,150) | (50,040) | (36,224) |
Interest expense. | (78) | (89) | (99) | (110) | (121) | (130) | (135) | (134) | (376) | (520) | (270) |
Other income (expense), net | 407 | 399 | 395 | 347 | 233 | 248 | 202 | 93 | 1,548 | 776 | 119 |
Net loss | $ (28,956) | $ (17,402) | $ (14,035) | $ (14,585) | $ (13,122) | $ (12,801) | $ (12,395) | $ (11,466) | $ (74,978) | $ (49,784) | $ (36,375) |
Net loss per common share (basic and diluted) (in dollars per share) | $ (1.29) | $ (0.77) | $ (0.62) | $ (0.65) | $ (0.58) | $ (0.57) | $ (0.55) | $ (0.56) | $ (3.33) | $ (2.26) | $ (2.22) |
Weighted-average shares outstanding (basic and diluted) (in shares) | 22,554,418 | 22,550,438 | 22,541,455 | 22,532,031 | 22,515,136 | 22,494,075 | 22,465,175 | 20,589,293 | 22,544,475 | 22,019,818 | 16,374,102 |