Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 01, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | Esperion Therapeutics, Inc. | |
Entity Central Index Key | 1,434,868 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 22,590,038 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 19,867 | $ 38,165 |
Short-term investments | 162,017 | 173,418 |
Prepaid clinical development costs | 4,786 | 560 |
Other prepaid and current assets | 1,343 | 1,434 |
Total current assets | 188,013 | 213,577 |
Property and equipment, net | 623 | 674 |
Intangible assets | 56 | 56 |
Long-term investments | 25,920 | 30,906 |
Total assets | 214,612 | 245,213 |
Current liabilities: | ||
Accounts payable | 11,636 | 4,595 |
Current portion of long-term debt | 1,737 | 1,709 |
Accrued clinical development costs | 6,371 | 8,138 |
Other accrued liabilities | 1,861 | 1,147 |
Total current liabilities | 21,605 | 15,589 |
Long-term debt, net of discount and issuance costs | 585 | 1,022 |
Total liabilities | 22,190 | 16,611 |
Commitments and contingencies (Note 5) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized and no shares issued or outstanding as of March 31, 2017 and December 31, 2016 | ||
Common stock, $0.001 par value; 120,000,000 shares authorized as of March 31, 2017 and December 31, 2016; 22,588,538 shares issued and outstanding at March 31, 2017 and 22,555,413 shares issued and outstanding at December 31, 2016 | 23 | 23 |
Additional paid-in capital | 462,471 | 457,951 |
Accumulated other comprehensive loss | (228) | (172) |
Accumulated deficit | (269,844) | (229,200) |
Total stockholders' equity | 192,422 | 228,602 |
Total liabilities and stockholders' equity | $ 214,612 | $ 245,213 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
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 | 22,588,538 | 22,555,413 |
Common stock, shares outstanding | 22,588,538 | 22,555,413 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating expenses: | ||
Research and development | $ 35,860 | $ 9,791 |
General and administrative | 5,029 | 5,031 |
Total operating expenses | 40,889 | 14,822 |
Loss from operations | (40,889) | (14,822) |
Interest expense. | (67) | (110) |
Other income, net | 415 | 347 |
Net loss | $ (40,541) | $ (14,585) |
Net loss per common share (basic and diluted) (in dollars per share) | $ (1.80) | $ (0.65) |
Weighted-average shares outstanding (basic and diluted) | 22,563,152 | 22,532,031 |
Other comprehensive loss: | ||
Unrealized (loss) gain on investments | $ (56) | $ 497 |
Total comprehensive loss | $ (40,597) | $ (14,088) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating activities | ||
Net loss | $ (40,541) | $ (14,585) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 69 | 64 |
Amortization of debt discount | 4 | 6 |
Amortization of debt issuance costs | 4 | 7 |
Amortization of premiums and discounts on investments | 148 | 254 |
Stock-based compensation expense | 4,150 | 4,556 |
Changes in assets and liabilities: | ||
Prepaids and other assets | (4,135) | (451) |
Accounts payable | 7,038 | 833 |
Other accrued liabilities | (1,053) | (487) |
Net cash used in operating activities | (34,316) | (9,803) |
Investing activities | ||
Purchases of investments | (28,191) | (70,252) |
Proceeds from sales/maturities of investments | 44,373 | 40,290 |
Purchase of property and equipment | (14) | |
Net cash provided by (used in) investing activities | 16,168 | (29,962) |
Financing activities | ||
Proceeds from exercise of common stock options | 267 | 27 |
Payments of long term debt | (417) | (391) |
Net cash used in financing activities | (150) | (364) |
Net decrease in cash and cash equivalents | (18,298) | (40,129) |
Cash and cash equivalents at beginning of period | 38,165 | 77,336 |
Cash and cash equivalents at end of period | $ 19,867 | $ 37,207 |
The Company and Basis of Presen
The Company and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
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 low density lipoprotein cholesterol (“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, and may potentially be associated with a lower occurrence of 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 cardiovascular outcomes trial (“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. Basis of Presentation The accompanying condensed financial statements are unaudited and were prepared by the Company in accordance with generally accepted accounting principles in the United States of America (“GAAP”). In the opinion of management, the Company has made all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2016, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The results of operations for the interim periods are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies In March 2016, the Financial Accounting Standards Board issued Accounting Standards Update (“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 requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. Additionally, under the updated guidance companies 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 was previously required. The Company adopted ASU 2016-09 effective January 1, 2017, and made a policy election to account for forfeitures as they occur. The cumulative effect of adoption was an increase of $0.1 million to both additional paid-in capital and accumulated deficit as of January 1, 2017. The remaining provisions adopted in ASU 2016-09 did not have a material impact to the Company’s balance sheets, statements of operations or statements of cash flows. There have been no other material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt | |
Debt | 3. Debt 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 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 March 31, 2017, 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 three months ended March 31, 2017 and 2016, the Company recognized less than $0.1 million and $0.1 million of interest expense and made cash interest payments of less than $0.1 million and $0.1 million related to the Credit Facility, respectively. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2017 | |
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 Initial Public Offering, 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. The remaining 248,360 warrants outstanding as of March 31, 2017, expire in February 2018. As of March 31, 2017, 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 | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies | |
Commitments and Contingencies | 5. Commitments and Contingencies 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 the Company’s 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. The Company filed an opposition to that motion on March 1, 2017. 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. There have been no other material changes to the Company’s contractual obligations and commitments and contingencies outside the ordinary course of business from those previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2017 | |
Investments | |
Investments | 6. Investments The following table summarizes the Company’s cash equivalents and investments: March 31, 2017 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, 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 $ $ $ ) $ At March 31, 2017, remaining contractual maturities of available-for-sale investments classified as current on the balance sheets 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 three months ended March 31, 2017 and 2016, other income, net in the statements of operations includes interest income on available-for-sale investments of $0.6 million and $0.6 million, and expense for the amortization of premiums and discounts on investments of $0.1 million and $0.3 million, respectively. There were no unrealized gains or losses on investments reclassified from accumulated other comprehensive loss to other income in the statements of operations during the three months ended March 31, 2017 and 2016. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurements | |
Fair Value Measurements | 7. 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) March 31, 2017 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 $ $ $ $ — 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 $ $ $ $ — There were no transfers between Levels 1, 2 or 3 during the three months ended March 31, 2017. |
Stock Compensation
Stock Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Stock Compensation | |
Stock Compensation | 8. 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”). The number of shares of common stock available for awards under the 2013 Plan was set 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. In accordance with the adoption of ASU 2016-09, the Company accounts for forfeitures as they occur. The following table summarizes the activity relating to the Company’s options to purchase common stock for the three months ended March 31, 2017: Number of Weighted-Average Weighted-Average Aggregate (in thousands) Outstanding at December 31, 2016 $ $ Granted $ Forfeited or expired ) $ Exercised ) $ Outstanding at March 31, 2017 $ $ The following table summarizes information about the Company’s stock option plan as of March 31, 2017: Number of Weighted-Average Weighted-Average Aggregate (in thousands) Vested and expected to vest at March 31, 2017 $ $ Exercisable at March 31, 2017 $ $ During the three months ended March 31, 2017 and 2016, the Company recognized $4.1 million and $4.5 million, respectively, of stock-based compensation related to stock options. As of March 31, 2017, there was $37.8 million of unrecognized stock-based compensation expense related to unvested options, which will be recognized over a weighted-average period of 2.7 years. The following table summarizes the activity relating to the Company’s RSUs for the three months ended March 31, 2017: Number of Weighted-Average Outstanding and unvested at December 31, 2016 $ Vested ) $ Outstanding and unvested at March 31, 2017 $ During the three months ended March 31, 2017 and 2016, the Company recognized $0.1 million and $0.1 million, respectively, of stock-based compensation expense recognized related to RSUs. As of March 31, 2017, there was $0.8 million of unrecognized stock-based compensation expense related to unvested RSUs, which will be recognized over a weighted-average period of 2.3 years. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Taxes | |
Income Taxes | 9. Income Taxes There was no provision for income taxes for the three months ended March 31, 2017 and 2016, because the Company has incurred operating losses since inception. At March 31, 2017, 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. |
Net Loss Per Common Share
Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
Net Loss Per Common Share | |
Net Loss Per Common Share | 10. 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 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: March 31, December 31, Warrants for common stock Common shares under option Unvested RSUs Total potential dilutive shares |
The Company and Basis of Pres16
The Company and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
The Company and Basis of Presentation | |
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements are unaudited and were prepared by the Company in accordance with generally accepted accounting principles in the United States of America (“GAAP”). In the opinion of management, the Company has made all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2016, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The results of operations for the interim periods are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt | |
Schedule of estimated future principal payments due | Years Ending December 31, (in thousands) 2017 $ 2018 Total $ |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Investments | |
Summary of the Company's cash equivalents and investments | March 31, 2017 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, 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 $ $ $ ) $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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) March 31, 2017 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 $ $ $ $ — 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 $ $ $ $ — |
Stock Compensation (Tables)
Stock Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2016 $ $ Granted $ Forfeited or expired ) $ Exercised ) $ Outstanding at March 31, 2017 $ $ |
Summary of information about the stock option plan | Number of Weighted-Average Weighted-Average Aggregate (in thousands) Vested and expected to vest at March 31, 2017 $ $ Exercisable at March 31, 2017 $ $ |
Summary of activity relating to the Company's RSUs | Number of Weighted-Average Outstanding and unvested at December 31, 2016 $ Vested ) $ Outstanding and unvested at March 31, 2017 $ |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Net Loss Per Common Share | |
Schedule of anti-dilutive securities excluded from the calculation of diluted net loss per share | March 31, December 31, Warrants for common stock Common shares under option Unvested RSUs Total potential dilutive shares |
Summary of Significant Accoun22
Summary of Significant Accounting Policies ASU (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Jan. 01, 2017 | Dec. 31, 2016 |
New Accounting Pronouncements or Change in Accounting Principle | |||
Additional paid-in capital | $ 462,471 | $ 457,951 | |
Accumulated deficit | $ (269,844) | $ (229,200) | |
Accounting Standards Update 201609 | |||
New Accounting Pronouncements or Change in Accounting Principle | |||
Additional paid-in capital | $ 100 | ||
Accumulated deficit | $ (100) |
Debt (Details)
Debt (Details) $ / shares in Units, $ in Thousands | Jun. 30, 2014USD ($)$ / sharesshares | Mar. 31, 2017USD ($)item$ / shares | Mar. 31, 2016USD ($) | Jul. 31, 2013$ / sharesshares |
Estimated future principal payments due under the Credit Facility | ||||
Amortization of debt discount | $ 4 | $ 6 | ||
Warrants for common stock | ||||
Debt | ||||
Exercise price (in dollars per share) | $ / shares | $ 7.25 | |||
Series A preferred stock warrant | ||||
Debt | ||||
Warrants exercisable into stock (in shares) | shares | 1,940,000 | |||
Exercise price (in dollars per share) | $ / shares | $ 1 | |||
Credit Facility | ||||
Debt | ||||
Maximum borrowing capacity | $ 20,000 | |||
Percentage of final payment equal to amount drawn under the Credit Facility | 8.00% | |||
Number of financial covenants associated to the Credit Facility | item | 0 | |||
Estimated future principal payments due under the Credit Facility | ||||
2,017 | $ 1,292 | |||
2,018 | 1,049 | |||
Total | 2,341 | |||
Interest expense | 100 | |||
Interest payments | $ 100 | |||
Credit Facility | Maximum | ||||
Estimated future principal payments due under the Credit Facility | ||||
Interest expense | 100 | |||
Interest payments | 100 | |||
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% | |||
Debt issuance costs | $ 100 | |||
Term A Loan | Warrants for common stock | ||||
Debt | ||||
Warrants exercisable into stock (in shares) | shares | 8,230 | |||
Exercise price (in dollars per share) | $ / shares | $ 15.19 | |||
Unamortized discount | $ 100 | |||
Term A Loan | Warrants for common stock | Maximum | ||||
Debt | ||||
Unamortized discount | 100 | |||
Debt issuance costs | $ 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 | Mar. 31, 2017 | Jun. 30, 2014 | Jul. 31, 2013 |
Warrants for common stock | |||
Warrants | |||
Exercise price (in dollars per share) | $ 7.25 | ||
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) | 8,230 | 277,690 | |
Fair value of warrants | $ 0.1 | ||
Share price of common stock (in dollars per share) | $ 6.99 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Cash equivalents and investments | |||
Gross Unrealized Gains | $ 8 | $ 16 | |
Gross Unrealized Losses | (236) | (188) | |
Total, Amortized Cost | 207,180 | 238,157 | |
Total, Estimated Fair Value | 206,952 | 237,985 | |
Amortization of premiums and discounts on investments | (148) | $ (254) | |
Other income (expense), net | 415 | 347 | |
Interest Income | |||
Cash equivalents and investments | |||
Interest income on available for sale | 600 | 600 | |
Other Expense | |||
Cash equivalents and investments | |||
Amortization of premiums and discounts on investments | 100 | 300 | |
Reclassification out of accumulated other comprehensive income (loss) | |||
Cash equivalents and investments | |||
Other income (expense), net | 0 | $ 0 | |
Short-term investments. | U.S. treasury notes | |||
Cash equivalents and investments | |||
Investments, Amortized Cost | 51,574 | 47,547 | |
Gross Unrealized Gains | 2 | ||
Gross Unrealized Losses | (64) | (30) | |
Investments, Estimated Fair Value | 51,510 | 47,519 | |
Short-term investments. | U.S. government agency securities | |||
Cash equivalents and investments | |||
Investments, Amortized Cost | 86,639 | 100,356 | |
Gross Unrealized Gains | 13 | ||
Gross Unrealized Losses | (78) | (37) | |
Investments, Estimated Fair Value | 86,561 | 100,332 | |
Long-term investments | U.S. treasury notes | |||
Cash equivalents and investments | |||
Investments, Amortized Cost | 19,033 | 22,575 | |
Gross Unrealized Losses | (61) | (72) | |
Investments, Estimated Fair Value | 18,972 | 22,503 | |
Long-term investments | U.S. government agency securities | |||
Cash equivalents and investments | |||
Investments, Amortized Cost | 5,988 | 5,000 | |
Gross Unrealized Losses | (17) | (14) | |
Investments, Estimated Fair Value | 5,971 | 4,986 | |
Money market funds | |||
Cash equivalents and investments | |||
Cash equivalents, Estimated Fair Value | 19,015 | 33,661 | |
Investments, Amortized Cost | 19,015 | 33,661 | |
Certificates of deposit | Short-term investments. | |||
Cash equivalents and investments | |||
Investments, Amortized Cost | 23,950 | 25,586 | |
Gross Unrealized Gains | 8 | 1 | |
Gross Unrealized Losses | (12) | (20) | |
Investments, Estimated Fair Value | 23,946 | 25,567 | |
Certificates of deposit | Long-term investments | |||
Cash equivalents and investments | |||
Investments, Amortized Cost | 981 | 3,432 | |
Gross Unrealized Losses | (4) | (15) | |
Investments, Estimated Fair Value | $ 977 | $ 3,417 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Assets: | ||
Total, Estimated Fair Value | $ 206,952 | $ 237,985 |
Transfer of assets between levels | 0 | |
Recurring fair value measurement | Level 1 | ||
Assets: | ||
Money market fund | 19,015 | 33,661 |
Total, Estimated Fair Value | 114,420 | 132,667 |
Recurring fair value measurement | Level 1 | U.S. treasury notes | ||
Assets: | ||
Available for sale securities | 70,482 | 70,022 |
Recurring fair value measurement | Level 1 | Certificates of deposit | ||
Assets: | ||
Available for sale securities | 24,923 | 28,984 |
Recurring fair value measurement | Level 2 | ||
Assets: | ||
Total, Estimated Fair Value | 92,532 | 105,318 |
Recurring fair value measurement | Level 2 | U.S. government agency securities | ||
Assets: | ||
Available for sale securities | 92,532 | 105,318 |
Total | Recurring fair value measurement | ||
Assets: | ||
Money market fund | 19,015 | 33,661 |
Total, Estimated Fair Value | 206,952 | 237,985 |
Total | Recurring fair value measurement | U.S. treasury notes | ||
Assets: | ||
Available for sale securities | 70,482 | 70,022 |
Total | Recurring fair value measurement | U.S. government agency securities | ||
Assets: | ||
Available for sale securities | 92,532 | 105,318 |
Total | Recurring fair value measurement | Certificates of deposit | ||
Assets: | ||
Available for sale securities | $ 24,923 | $ 28,984 |
Stock Compensation (Details)
Stock Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
May 31, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Stock compensation | ||||
Stock-based compensation expense | $ 4,100 | $ 4,500 | ||
Weighted-average period over which remaining unrecognized compensation cost will be recognized | 2 years 8 months 12 days | |||
Number of Options | ||||
Outstanding at the beginning of period (in shares) | 3,255,987 | |||
Granted (in shares) | 1,029,900 | |||
Forfeited or expired (vested and unvested) (in shares) | (63,125) | |||
Exercised (in shares) | (45,971) | |||
Outstanding at the end of the period (in shares) | 4,176,791 | 3,255,987 | ||
Weighted-Average Exercise Price Per Share | ||||
Outstanding at the beginning of period (in dollars per share) | $ 28.53 | |||
Granted (in dollars per share) | 19.08 | |||
Forfeited or expired (vested and unvested) (in dollars per share) | 19.81 | |||
Exercised (in dollars per share) | 13.92 | |||
Outstanding at the end of the period (in dollars per share) | $ 26.49 | $ 28.53 | ||
Weighted-Average Remaining Contractual Term (Years) | ||||
Outstanding at the end of the period | 8 years 1 month 10 days | 7 years 8 months 23 days | ||
Aggregate Intrinsic Value | ||||
Outstanding at the end of the period (in dollars) | $ 64,351 | $ 5,214 | ||
Information about the stock option plan | ||||
Number of Options, vested and expected to vest (in shares) | 4,176,791 | |||
Number of Options, exercisable (in shares) | 1,820,257 | |||
Weighted-Average Price Per Share, vested and expected to vest (in dollars per share) | $ 26.49 | |||
Weighted-Average Price Per Share, exercisable (in dollars per share) | $ 26.23 | |||
Weighted-Average Remaining Contractual Term, vested and expected to vest | 8 years 1 month 10 days | |||
Weighted-Average Remaining Contractual Term, exercisable | 6 years 10 months 24 days | |||
Aggregate Intrinsic Value, vested and expected to vest (in dollars) | $ 64,351 | |||
Aggregate Intrinsic Value, exercisable (in dollars) | 31,493 | |||
Additional disclosures | ||||
Unrecognized stock-based compensation expense (in dollars) | $ 37,800 | |||
RSUs | ||||
Stock compensation | ||||
Vested (in shares) | 1,562 | |||
Stock-based compensation expense | $ 100 | |||
Unrecognized compensation cost | $ 800 | |||
Weighted-average period over which remaining unrecognized compensation cost will be recognized | 2 years 3 months 18 days | |||
Number of Options | ||||
Outstanding and unvested at the beginning of period (in shares) | 16,251 | |||
Vested (in shares) | (1,562) | |||
Outstanding and unvested at the ending of period (in shares) | 14,689 | 16,251 | ||
Weighted-Average Exercise Price Per Share | ||||
Outstanding and unvested (in dollars per share) | $ 57.54 | |||
Vested (in dollars per share) | 57.54 | |||
Outstanding and unvested (in dollars per share) | $ 57.54 | $ 57.54 | ||
Maximum | RSUs | ||||
Stock compensation | ||||
Stock-based compensation expense | $ 100 | |||
2013 Stock Option and Incentive Plan | ||||
Stock compensation | ||||
Percentage of increase in the number of shares reserved and available for issuance | 2.50% | |||
2013 Stock Option and Incentive Plan | Maximum | ||||
Stock compensation | ||||
Shares reserved and approved for issuance | 2,975,000 |
Income Taxes - Other (Details)
Income Taxes - Other (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Provision for income taxes | ||
Provision for income taxes | $ 0 | $ 0 |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Net Loss Per Common Share | ||
Total potential dilutive shares | 4,448,070 | 3,528,828 |
Warrants for common stock | ||
Net Loss Per Common Share | ||
Total potential dilutive shares | 256,590 | 256,590 |
Common shares under option | ||
Net Loss Per Common Share | ||
Total potential dilutive shares | 4,176,791 | 3,255,987 |
Unvested RSUs | ||
Net Loss Per Common Share | ||
Total potential dilutive shares | 14,689 | 16,251 |