Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 20, 2015 | Jun. 30, 2014 | |
Document and Entity Information | |||
Entity Registrant Name | GENOCEA BIOSCIENCES, INC. | ||
Entity Central Index Key | 1457612 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $67,992,844 | ||
Entity Common Stock, Shares Outstanding | 17,858,705 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $20,058,000 | $12,208,000 |
Marketable securities | 27,021,000 | |
Restricted cash | 157,000 | |
Prepaid expenses and other current assets | 963,000 | 510,000 |
Total current assets | 48,042,000 | 12,875,000 |
Property and equipment, net | 1,956,000 | 865,000 |
Restricted cash | 316,000 | 158,000 |
Other assets | 117,000 | 1,863,000 |
Total assets | 50,431,000 | 15,761,000 |
Current liabilities: | ||
Accounts payable | 2,692,000 | 2,176,000 |
Accrued expenses and other current liabilities | 2,486,000 | 1,418,000 |
Deferred revenue | 555,000 | 12,000 |
Current portion of long-term debt | 861,000 | |
Current portion of deferred rent | 107,000 | 26,000 |
Total current liabilities | 5,840,000 | 4,493,000 |
Non-current liabilities: | ||
Long-term debt, net of current portion | 11,488,000 | 8,933,000 |
Accrued interest payable | 11,000 | |
Deferred rent, net of current portion | 168,000 | 237,000 |
Warrants to purchase redeemable securities | 656,000 | |
Deferred revenue, net of current portion | 350,000 | |
Other non-current liabilities | 78,000 | |
Total liabilities | 17,924,000 | 14,330,000 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity (deficit): | ||
Common stock, $0.001 par value; Authorized - 175,000 shares, Issued - 17,869 and 327 shares at December 31, 2014 and December 31, 2013, respectively; outstanding - 17,852 and 303 at December 31, 2014 and December 31, 2013, respectively | 18,000 | |
Additional paid-in-capital | 147,923,000 | |
Accumulated other comprehensive loss | -7,000 | |
Accumulated deficit | -115,427,000 | -80,131,000 |
Total stockholders' equity (deficit) | 32,507,000 | -80,131,000 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) | 50,431,000 | 15,761,000 |
Seed convertible preferred stock | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | 3,000,000 | |
Series A redeemable convertible preferred stock | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | 23,125,000 | |
Series B redeemable convertible preferred stock | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | 24,937,000 | |
Series C redeemable convertible preferred stock | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | $30,500,000 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Redeemable convertible preferred stock, shares authorized | 321,340,959 | |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 175,000,000 | |
Common stock, shares issued | 17,869,235 | 327,000 |
Common stock, shares outstanding | 17,852,389 | 303,000 |
Seed convertible preferred stock | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $0.00 | |
Redeemable convertible preferred stock, shares authorized | 0 | 4,615,385 |
Redeemable convertible preferred stock, shares issued | 0 | 4,615,000 |
Redeemable convertible preferred stock, shares outstanding | 0 | 4,615,000 |
Redeemable convertible preferred stock, liquidation preference (in dollars) | $0 | $3,000,000 |
Series A redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $0.00 | |
Redeemable convertible preferred stock, shares authorized | 0 | 36,661,538 |
Redeemable convertible preferred stock, shares issued | 0 | 35,577,000 |
Redeemable convertible preferred stock, shares outstanding | 0 | 35,577,000 |
Redeemable convertible preferred stock, liquidation preference (in dollars) | 0 | 23,125,000 |
Series B redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $0.00 | |
Redeemable convertible preferred stock, shares authorized | 0 | 35,098,520 |
Redeemable convertible preferred stock, shares issued | 0 | 34,581,000 |
Redeemable convertible preferred stock, shares outstanding | 0 | 34,581,000 |
Redeemable convertible preferred stock, liquidation preference (in dollars) | 0 | 24,937,000 |
Series C redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $0.00 | |
Redeemable convertible preferred stock, shares authorized | 0 | 53,275,861 |
Redeemable convertible preferred stock, shares issued | 0 | 52,586,000 |
Redeemable convertible preferred stock, shares outstanding | 0 | 52,586,000 |
Redeemable convertible preferred stock, liquidation preference (in dollars) | $0 | $30,500,000 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Statements of Operations and Comprehensive Loss | |||
Grant revenue | $308 | $731 | $1,977 |
Operating expenses: | |||
Research and development | 23,727 | 15,695 | 11,240 |
General and administrative | 9,747 | 4,961 | 3,690 |
Total operating expenses | 33,474 | 20,656 | 14,930 |
Loss from operations | -33,166 | -19,925 | -12,953 |
Other expense: | |||
Change in fair value of warrant | -725 | -222 | 93 |
Loss on debt extinguishment | -435 | -200 | |
Interest expense, net | -970 | -459 | -507 |
Other expense | -2,130 | -881 | -414 |
Net loss | -35,296 | -20,806 | -13,367 |
Comprehensive loss | -35,303 | -20,806 | -13,367 |
Reconciliation of net loss to net loss attributable to common stockholders | |||
Net loss | -35,296 | -20,806 | -13,367 |
Accretion of redeemable convertible preferred stock to redemption value | -180 | -1,605 | -1,781 |
Net loss attributable to common stockholders | ($35,476) | ($22,411) | ($15,148) |
Net loss per share attributable to common stockholders-basic and diluted (in dollars per share) | ($2.27) | ($75.46) | ($51.35) |
Weighted-average number of common shares used in net loss per share attributable to common stockholders - basic and diluted (in shares) | 15,618 | 297 | 295 |
Statements_of_Comprehensive_Lo
Statements of Comprehensive Loss (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Statements of Comprehensive Loss | |||||||||||
Net loss | ($11,650) | ($9,171) | ($7,146) | ($7,329) | ($6,346) | ($4,839) | ($4,957) | ($4,664) | ($35,296) | ($20,806) | ($13,367) |
Other comprehensive income (loss): | |||||||||||
Unrealized loss on available-for-sale securities | -7 | ||||||||||
Comprehensive loss | ($35,303) | ($20,806) | ($13,367) |
Statements_of_Redeemable_Conve
Statements of Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity (USD $) | Seed convertible preferred stock | Series A redeemable convertible preferred stock | Series B redeemable convertible preferred stock | Series C redeemable convertible preferred stock | Common Stock | Common Stock | Common Stock | Common Stock | Additional Paid in Capital | Additional Paid in Capital | Additional Paid in Capital | Additional Paid in Capital | Other Comprehensive Income | Accumulated Deficit | Initial Public Offering | Employee stock purchase plan | Private Placement | Total |
In Thousands, except Share data, unless otherwise specified | Initial Public Offering | Employee stock purchase plan | Private Placement | Initial Public Offering | Employee stock purchase plan | Private Placement | ||||||||||||
Balance - Stockholders' (Deficit) Equity at Dec. 31, 2011 | ($43,562) | ($43,562) | ||||||||||||||||
Balance - Redeemable Convertible Preferred Stock at Dec. 31, 2011 | 3,000 | 23,125 | 21,723 | |||||||||||||||
Balance - Stockholders' (Deficit) Equity (in shares) at Dec. 31, 2011 | 295,000 | |||||||||||||||||
Balance - Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2011 | 4,615,000 | 35,577,000 | 34,581,000 | |||||||||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | ||||||||||||||||||
Issuance of Series C Preferred stock | 15,250 | -172 | -172 | |||||||||||||||
Issuance of Series C Preferred stock (in shares) | 26,293,000 | |||||||||||||||||
Accretion of dividends on redeemable convertible preferred stock | 1,609 | -136 | -1,473 | -1,609 | ||||||||||||||
Exercise of stock options | 1 | 1 | ||||||||||||||||
Stock-based compensation expense | 307 | 307 | ||||||||||||||||
Net loss | -13,367 | -13,367 | ||||||||||||||||
Balance - Stockholders' (Deficit) Equity at Dec. 31, 2012 | 3,000 | 23,125 | 23,332 | 15,250 | -58,402 | -58,402 | ||||||||||||
Balance - Stockholders' (Deficit) Equity (in shares) at Dec. 31, 2012 | 4,615,000 | 35,577,000 | 34,581,000 | 26,293,000 | ||||||||||||||
Balance - Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2012 | 295,000 | |||||||||||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | ||||||||||||||||||
Issuance of Series C Preferred stock | 15,250 | |||||||||||||||||
Issuance of Series C Preferred stock (in shares) | 26,293,000 | |||||||||||||||||
Accretion of dividends on redeemable convertible preferred stock | 1,605 | -682 | -923 | -1,605 | ||||||||||||||
Exercise of stock options | 7 | 9 | 9 | |||||||||||||||
Vesting of restricted stock | 1 | 1 | ||||||||||||||||
Vesting of restricted stock (in shares) | 1,000 | |||||||||||||||||
Stock-based compensation expense | 672 | 672 | ||||||||||||||||
Net loss | -20,806 | -20,806 | ||||||||||||||||
Balance - Stockholders' (Deficit) Equity at Dec. 31, 2013 | -80,131 | -80,131 | ||||||||||||||||
Balance - Redeemable Convertible Preferred Stock at Dec. 31, 2013 | 3,000 | 23,125 | 24,937 | 30,500 | ||||||||||||||
Balance - Stockholders' (Deficit) Equity (in shares) at Dec. 31, 2013 | 303,000 | |||||||||||||||||
Balance - Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2013 | 4,615,000 | 35,577,000 | 34,581,000 | 52,586,000 | ||||||||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | ||||||||||||||||||
Accretion of dividends on redeemable convertible preferred stock | 180 | -180 | -180 | |||||||||||||||
Exercise of warrants for cash | 33 | |||||||||||||||||
Exercise of warrants for cash (in shares) | 51,000 | |||||||||||||||||
Cashless exercise of warrants | 98 | 98 | ||||||||||||||||
Cashless exercise of warrants (in shares) | 317,000 | 54,000 | ||||||||||||||||
Conversion of preferred stock to common stock upon closing of IPO | -3,000 | -23,256 | -25,117 | -30,500 | 11 | 81,763 | 81,774 | |||||||||||
Conversion of preferred stock to common stock upon closing of IPO (in shares) | -4,615,000 | -35,945,000 | -34,581,000 | -52,586,000 | 11,466,000 | |||||||||||||
Reclassification of warrants to additional paid-in capital | 1,381 | 1,381 | ||||||||||||||||
Issuance of common stock | 5,500 | 16 | 223 | 58,971 | 93 | 1,964 | 58,977 | 93 | 1,964 | |||||||||
Issuance of common stock (in shares) | 6,000 | |||||||||||||||||
Issuance of warrants, net of issuance costs of $6 | 334 | 334 | ||||||||||||||||
Exercise of stock options | 1 | 682 | 683 | |||||||||||||||
Exercise of stock options (in shares) | 282,000 | |||||||||||||||||
Vesting of restricted stock | 10 | 10 | ||||||||||||||||
Vesting of restricted stock (in shares) | 8,000 | |||||||||||||||||
Stock-based compensation expense | 2,905 | 2,905 | ||||||||||||||||
Unrealized loss on marketable securities | -7 | -7 | ||||||||||||||||
Net loss | -35,296 | -35,296 | ||||||||||||||||
Balance - Stockholders' (Deficit) Equity at Dec. 31, 2014 | $18 | $147,923 | ($7) | ($115,427) | $32,507 | |||||||||||||
Balance - Stockholders' (Deficit) Equity (in shares) at Dec. 31, 2014 | 17,852,000 |
Statements_of_Redeemable_Conve1
Statements of Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity (Parenthetical) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2012 |
Issuance of warrants, issuance costs | $6 | |
Series C redeemable convertible preferred stock | ||
Issuance of stock, issuance costs | 172 | |
Initial Public Offering | ||
Issuance of stock, issuance costs | 2,403 | |
Private Placement | ||
Issuance of stock, issuance costs | $36 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating activities | |||
Net loss | ($35,296) | ($20,806) | ($13,367) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation | 469 | 318 | 300 |
Stock-based compensation | 2,905 | 672 | 307 |
Amortization of premium on investments | 26 | ||
Change in fair value of warrants liability | 725 | 222 | -93 |
Gain on sale of equipment | -18 | ||
Non-cash interest expense | 254 | 22 | 46 |
Loss on debt extinguishment | 435 | 200 | |
Changes in operating assets and liabilities: | |||
Restricted cash | 97 | -315 | |
Prepaid expenses and other current assets | -442 | 27 | -145 |
Other long-term assets | 782 | -1,539 | -237 |
Accounts payable | 516 | 724 | 515 |
Deferred revenue | 893 | 12 | -23 |
Accrued expenses and other liabilities | 1,135 | 468 | -191 |
Deferred rent | 12 | -155 | 376 |
Accrued interest payable | -135 | 146 | |
Net cash used in operating activities | -27,604 | -19,873 | -12,681 |
Investing activities | |||
Purchases of property and equipment | -1,520 | -389 | -460 |
Purchase of available-for-sale securities | -27,053 | ||
Net cash used in investing activities | -28,573 | -389 | -460 |
Financing activities | |||
Proceeds from IPO, net of issuance costs | 59,974 | ||
Proceeds from issuance of preferred stock, net | 15,250 | 15,078 | |
Proceeds from issuance of long-term debt, net of issuance costs | 11,784 | 9,965 | 5,000 |
Repayment of long-term debt | -10,401 | -4,245 | -1,164 |
Proceeds from sale of common stock, net of issuance costs | 1,964 | ||
Proceeds from issuance of common stock under ESPP | 93 | ||
Proceeds from exercise of stock options | 683 | 42 | 1 |
Proceeds form the exercise of warrants | 33 | ||
Payments for debt issuance costs | -103 | -58 | |
Net cash provided by financing activities | 64,027 | 20,954 | 18,915 |
Net increase in cash and cash equivalents | 7,850 | 692 | 5,774 |
Cash and cash equivalents at beginning of period | 12,208 | 11,516 | 5,742 |
Cash and cash equivalents at end of period | 20,058 | 12,208 | 11,516 |
Supplemental cash flow information | |||
Cash paid for interest | 815 | 426 | 323 |
Supplemental disclosure of non-cash investing and financing activities | |||
Conversion of preferred stock to common stock upon closing of IPO | 81,774 | ||
Reclassification of prepaid IPO closing costs from non-current assets to additional paid-in capital | 997 | ||
Reclassification of warrants to additional paid-in capital | 1,381 | ||
Accretion of redeemable convertible preferred stock to redemption value | 180 | 1,605 | 1,781 |
Vesting of restricted stock | 10 | 1 | |
Leasehold improvements financed by landlord | 237 | ||
Cashless exercise of warrants | 98 | ||
Issuance of common stock warrant | 340 | ||
Equipment purchased under capital lease | $21 |
Organization_and_operations
Organization and operations | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Organization and operations | ||||
Organization and operations | ||||
1. Organization and operations | ||||
The Company | ||||
Genocea Biosciences, Inc. (the “Company”) is a clinical stage biopharmaceutical company that was incorporated in Delaware on August 16, 2006 and has a principal place of business in Cambridge, Massachusetts. The Company has two products in clinical development: | ||||
· | GEN-003, which has completed a Phase 1/2a clinical trial and is currently in a Phase 2 dose optimization clinical trial, to treat patients with genital herpes, and | |||
· | GEN-004, which is being developed to prevent infections caused by pneumococcus. The Company has completed a Phase 1 clinical trial and is currently conducting a Phase 2a clinical trial. | |||
The Company also has other product candidates that are currently in preclinical development. The Company developed GEN-003, GEN-004 and its preclinical product candidates using its proprietary platform technology called the AnTigen Lead Acquisition System (“ATLAS™”). The ATLAS™ proprietary technology platform mimics the human immune response in the laboratory, potentially improving the effectiveness of vaccine discovery and reducing the time needed to create promising vaccines. | ||||
The Company is devoting substantially all of its efforts to product research and development, initial market development, and raising capital. The Company has not generated any product revenue related to its primary business purpose to date and is subject to a number of risks similar to those of other clinical stage companies, including dependence on key individuals, competition from other companies, the need for development of commercially viable products, and the need to obtain adequate additional financing to fund the development of its product candidates. The Company is also subject to a number of risks similar to other companies in the life sciences industry, including regulatory approval of products, uncertainty of market acceptance of products, competition from substitute products and larger companies, the need to obtain additional financing, compliance with government regulations, protection of proprietary technology, dependence on third parties, product liability, and dependence on key individuals. | ||||
As of December 31, 2014, the Company had an accumulated deficit of approximately $115.4 million. The Company had cash, cash equivalents and marketable securities of $47.1 million as of December 31, 2014. The Company believes that its existing cash, cash equivalents and marketable securities and available future borrowings under the Company’s credit facility, will be sufficient to fund projected operating expenses and capital expenditure requirements into the first quarter of 2016. | ||||
Summary_of_significant_account
Summary of significant accounting policies | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Summary of significant accounting policies | |||||||
Summary of significant accounting policies | |||||||
2. Summary of significant accounting policies | |||||||
Initial Public Offering | |||||||
On February 10, 2014, the Company completed its initial public offering (“IPO”) of its common stock, $0.001 par value per share (“Common Stock”), pursuant to a registration statement on Form S-1, as amended. An aggregate of 5,500,000 shares of Common Stock registered under the registration statement were sold at a price of $12.00 per share. Net proceeds of the IPO were $61.4 million, excluding offering expenses of $2.4 million payable by the Company. In conjunction with this transaction, all shares of the Company’s redeemable convertible preferred stock were converted into 11,466,479 shares of common stock, and 96,988 employee and nonemployee performance-based options vested. | |||||||
Basis of presentation and use of estimates | |||||||
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to prepaid and accrued research and development expenses, stock-based compensation expense, the valuation of common stock warrants and warrants to purchase redeemable securities, and reported amounts of revenues and expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. | |||||||
For periods prior to the closing of the IPO, the Company utilized significant estimates and assumptions in determining the fair value of its common stock (“Common Stock”). The Company utilized various valuation methodologies in accordance with the framework of the 2004 and 2013 American Institute of Certified Public Accountants Technical Practice Aids, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of its Common Stock. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector, the prices at which the Company sold shares of preferred stock, the superior rights and preferences of securities senior to the Company’s Common Stock at the time and the likelihood of achieving a liquidity event, such as an initial public offering or a sale of the Company. Significant changes to the key assumptions used in the valuations could result in different fair values of Common Stock at each valuation date and materially affect the financial statements. | |||||||
Following the closing of the IPO, the fair value of common stock is determined based on the quoted market price of the common stock. | |||||||
Segment information | |||||||
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company and the Company’s chief operating decision maker view the Company’s operations and manage its business in one operating segment, which is the business of developing and commercializing vaccines. The Company operates in only one geographic segment. | |||||||
Cash, cash equivalents and marketable securities | |||||||
The Company considers all highly liquid investments with maturities of 90 days or less from the purchase date to be cash equivalents. Cash and cash equivalents are held in depository and money market accounts and are reported at fair value. | |||||||
Marketable securities consist of U.S. treasury securities with maturities of more than 90 days. The Company has determined the appropriate balance sheet classification of the securities as current since they are available for use in current operating activities, regardless of actual maturity dates. Marketable securities are classified as available-for-sale pursuant to FASB ASC Topic 320, Investments — Debt and Equity Securities, (“ASC 320”) and are recorded on the balance sheet at fair value with unrealized gains and losses (excluding other-than-temporary impairments) reported as a separate component of accumulated other comprehensive income (loss). Realized gains and losses, as well as other-than-temporary impairments, are recognized in the statement of operations based on the specific identification method. | |||||||
The Company reviews its marketable securities for other-than-temporary impairment whenever the fair value of a marketable security is less than the amortized cost and evidence indicates that a marketable security’s carrying amount is not recoverable within a reasonable period of time. Other-than-temporary impairment of marketable securities are recognized in the statements of operations if the Company has experienced a credit loss, has the intent to sell the marketable securities, or if it is more likely than not that the Company will be required to sell the marketable securities before recovery of the amortized cost basis. | |||||||
Concentrations of credit risk and off-balance sheet risk | |||||||
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents and marketable securities. The Company’s cash, cash equivalents and marketable securities are held in accounts with a financial institution that management believes is creditworthy. The Company’s investment policy includes guidelines on the quality of the institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. These amounts at times may exceed federally insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company has no financial instruments with off-balance sheet risk of loss. | |||||||
Deferred initial public offering costs | |||||||
Deferred public offering costs, which primarily consist of direct, incremental legal and accounting fees related to the IPO, were capitalized within other assets as of December 31, 2013. The Company incurred $2.4 million in IPO costs and in February 2014, these public offering costs were offset against the proceeds upon completion of the IPO. | |||||||
Fair value of financial instruments | |||||||
The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic 820, Fair Value Measurement and Disclosures, (“ASC 820”) established a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the financial instrument based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the financial instrument and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported or disclosed fair value of the financial instruments and is not a measure of the investment credit quality. Fair value measurements are classified and disclosed in one of the following three categories: | |||||||
· | Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | ||||||
· | Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. | ||||||
· | Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. | ||||||
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | |||||||
Financial instruments measured at fair value on a recurring basis include cash equivalents and marketable securities (Note 3) and warrants (Note 8). | |||||||
An entity may elect to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in net loss. The Company did not elect to measure any additional financial instruments or other items at fair value. The Company is also required to disclose the fair value of financial instruments not carried at fair value. The fair value of the Company’s long-term debt (Note 7) is determined using current applicable rates for similar instruments as of the balance sheet dates and assessment of the credit rating of the Company. The carrying value of the Company’s long-term debt approximates fair value because the Company’s interest rate yield is near current market rates. The Company’s long-term debt is considered a Level 3 liability within the fair value hierarchy. | |||||||
Except for the valuation methodology utilized to value the warrants to purchase redeemable securities (Note 8), there have been no changes to the valuation methods utilized by the Company during the years ended December 31, 2014, 2013, and 2012. The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the years ended December 31, 2014, 2013 and 2012. | |||||||
Derivative Instruments | |||||||
The Company occasionally issues financial instruments in which a derivative instrument is “embedded”. Upon issuing the financial instrument, the Company assesses whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the financial instrument (i.e., the host contract) and whether a separate, non-embedded instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that (1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and (2) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract and carried at fair value with any changes in fair value recorded in current period earnings. | |||||||
In connection with the issuance of the 2014 Term Loan (Note 7), the Company evaluated all features of the agreement noting none that required bifurcation under FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”). | |||||||
Property and equipment | |||||||
Property and equipment is stated at cost, less accumulated depreciation. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred, while costs of major additions and betterments are capitalized. Upon disposal, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statements of operations. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows: | |||||||
Asset | Estimated useful life | ||||||
Laboratory equipment | 5 years | ||||||
Furniture and office equipment | 5 years | ||||||
Computer equipment and software | 3-5 years | ||||||
Leasehold improvements | Shorter of the useful life or remaining lease term | ||||||
Impairment of long-lived assets | |||||||
The Company evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value. The Company has not recognized any impairment losses in any reporting periods through December 31, 2014. | |||||||
Reverse stock split | |||||||
On January 20, 2014, the Board of Directors and stockholders approved a 1-for-11.9 reverse stock split of the Company’s Common Stock, which was effected on January 21, 2014. Stockholders entitled to fractional shares as a result of the reverse stock split received a cash payment in lieu of receiving fractional shares upon the completion of our IPO. The Company’s historical share and per share information were retroactively adjusted to give effect to this reverse stock split. Shares of Common Stock underlying outstanding stock option were proportionately reduced and the respective exercise prices proportionately increased. Shares of Common Stock reserved for future issuance were presented on an as converted basis and the financial statements disclose the adjusted conversion ratios. | |||||||
Revenue recognition | |||||||
The Company has generated revenue solely through research and development grants with private not-for-profit organizations and federal agencies for the development and commercialization of product candidates. | |||||||
The Company recognizes revenue in accordance with FASB ASC Topic 605, Revenue Recognition (“ASC 605”). Accordingly, revenue is recognized for each unit of accounting when all of the following criteria are met: | |||||||
· | persuasive evidence of an arrangement exist | ||||||
· | delivery has occurred or services have been rendered | ||||||
· | the fee is fixed or determinable | ||||||
· | collectability is reasonably assured | ||||||
Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as a current liability. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as a non-current liability. | |||||||
Grant revenue | |||||||
The Company has received grants from private not-for-profit organizations and federal agencies. Grant revenue consists of revenue earned from grants to conduct vaccine development research. Funds received in advance of services being performed are recorded as deferred revenue. Revenue under these grants is recognized as research services are performed. The Company recognized a total of $308 thousand, $731 thousand, and $2.0 million in 2014, 2013, and 2012, respectively, related to these grants. | |||||||
In September 2014, the Company received $1.2 million in the form of a grant entered into with the Bill & Melinda Gates Foundation for the identification of protective T cell antigens for malaria vaccines. The grant will allow for the continued expansion of the Company’s malaria antigen library and aid in the identification of novel protein antigens to facilitate the development of highly efficacious anti-infection malarial vaccines. The Company recognized revenue of $308 thousand under the agreement in the fourth quarter of 2014. | |||||||
Multiple-element arrangements | |||||||
The Company analyzes multiple-element arrangements based on the guidance in FASB ASC Topic 605-25, Revenue Recognition—Multiple-Element Arrangements (“ASC 605-25”). The Company applies this guidance to new arrangements as well as existing arrangements that contain multiple deliverables. The Company determines the elements, or deliverables, included in the arrangement and allocates consideration under the arrangement to the various elements based on each element’s relative selling price. The identification of individual elements in a multiple-element arrangement and the estimation of the selling price of each element involves significant judgment, including consideration as to whether each delivered element has stand-alone value to the collaborator. | |||||||
The Company determines the estimated selling price for deliverables within the arrangement using vendor-specific objective evidence (“VSOE”) of selling price, if available, or third-party evidence of selling price if VSOE was not available or the Company’s best estimate of selling price, if neither VSOE nor third-party evidence was available. The Company uses its best estimate of a selling price to estimate the selling price for licenses for its technology, know-how, and trademarks since it does not have VSOE or third-party evidence of selling price for these deliverables. In order to determine the best estimate of selling price, the Company considers market conditions, as well as entity- specific factors, including those factors contemplated in negotiating the agreements, as well as internally developed estimates that include assumptions related to the market opportunity, estimated development costs, probability of success, and the time needed to commercialize assays. In validating its best estimate of selling price, the Company evaluates whether changes in the key assumptions used to determine best estimate of selling price would have a significant effect on the allocation of arrangement consideration between deliverables. The Company recognizes consideration allocated to an individual element when all other revenue recognition criteria are met for that element, which generally occurs upon delivery or over the period in which services are provided. | |||||||
License agreement | |||||||
In 2012, the Company entered into a license agreement with a not-for-profit entity whereby the not-for-profit entity could utilize certain programs discovered or developed by the Company in certain developing countries. The Company did not receive any up-front consideration related to this agreement; however, the Company is entitled to receive reimbursement of a pro rata share of any payments, including milestone payments, that the Company is required to make under license agreements with third parties that comprise these programs. As of December 31, 2014, the licenses from third parties that comprise these programs have not been determined yet as these programs are either in the early stages of development or have not yet been identified. As a result, the Company is not currently eligible to receive any milestone payments under this arrangement. | |||||||
Concurrent with the execution of the license agreement, the not-for-profit entity also purchased 4,310,345 shares of the Company’s Series C Preferred Stock (Note 10). | |||||||
At the inception of the agreement, the Company evaluated whether each potential milestone payment that could be received from the not-for-profit entity for reimbursement of a portion of milestones owed to third parties from existing license agreements that could comprise these programs is substantive and at risk to both parties on the basis of the contingent nature of the milestone. The evaluation included an assessment of whether (a) the consideration is commensurate with either (i) the entity’s performance to achieve the milestone or (ii) the enhancement of the value of the delivered items as a result of a specific outcome resulting from the entity’s performance to achieve the milestone; (b) the consideration related solely to past performance; and (c) the consideration was reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluated factors such as the scientific, regulatory, and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone, and whether the milestone considerations are reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. Substantive, at-risk milestones are recognized as revenue when the milestone is achieved. | |||||||
As there was no up-front consideration, there were no amounts to allocate to the various deliverables. The milestones under the arrangement related to reimbursement for milestone payments by the Company owed to third parties for existing license agreements that could comprise these programs are considered to be substantive and at risk and will be recognized when earned. Since the licenses from third parties that could comprise these programs have not been determined yet, the amount and timing of such milestones cannot be determined at this time. | |||||||
Research and development expenses | |||||||
Research and development costs are charged to expense as incurred in performing research and development activities. The costs include employee compensation costs, facilities and overhead, clinical study and related clinical manufacturing costs, regulatory and other related costs. | |||||||
Nonrefundable advanced payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. | |||||||
Stock-based compensation expense | |||||||
The Company accounts for its stock-based compensation awards to employees and directors in accordance with FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock, to be recognized in the statements of operations and comprehensive loss based on their grant date fair values. Compensation expense related to awards to employees is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and FASB ASC Topic 505, Equity, (“ASC 505”) and are expensed using an accelerated attribution model. | |||||||
The Company estimates the fair value of its stock options using the Black- Scholes option pricing model, which requires the input of subjective assumptions, including (a) the expected volatility of the Company’s stock price, (b) the expected term of the award, (c) the risk-free interest rate, (d) expected dividends and e) the estimated fair value of the Company’s common stock on the measurement date. Due to the limited operating history of the Company as a public entity and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. When selecting these public companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the stock-based awards. The Company computes historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Due to the lack of Company specific historical option activity, the Company has estimated the expected term of its employee stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. The expected term for non-employee awards is the remaining contractual term of the option. The risk-free interest rates are based on the U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company has never paid, and does not expect to pay dividends in the foreseeable future. Refer to Basis of presentation and use of estimates in Note 2 for a discussion of the Company’s estimated fair value of its common stock prior to the IPO. Following the closing of the Company’s IPO, the fair value of common stock is determined based on the quoted market price of the common stock. | |||||||
The Company is also required to estimate forfeitures at the time of grant, and revise those estimates in subsequent periods if actual forfeitures differ from its estimates. The Company uses historical data to estimate forfeitures and records stock-based compensation expense only for those awards that are expected to vest. To the extent that actual forfeitures differ from the Company’s estimates, the differences are recorded as a cumulative adjustment in the period the estimates were revised. Stock-based compensation expense recognized in the financial statements is based on awards that are ultimately expected to vest. | |||||||
Income taxes | |||||||
Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes (“ACS 740”), which provides for deferred taxes using an asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. The Company has evaluated available evidence and concluded that the Company may not realize the benefit of its deferred tax assets; therefore a valuation allowance has been established for the full amount of the deferred tax assets. | |||||||
The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2014 and 2013, the Company does not have any significant uncertain tax positions. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. | |||||||
Net loss per share attributable to common stockholders | |||||||
Basic net loss per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Net loss attributable to common stockholders is calculated by adjusting the net loss of the Company for cumulative preferred stock dividends and accretion of preferred stock issuance costs. During periods of income, the Company allocates participating securities a proportional share of income determined by dividing total weighted average participating securities by the sum of the total weighted average common shares and participating securities (the “two-class method”). The Company’s redeemable convertible preferred stock and restricted stock participate in any dividends declared by the Company and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. Diluted net loss per share attributable to common stockholders is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share attributable to common stockholders calculation, preferred stock, stock options, unvested restricted stock, and warrants are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders, as their effect would be anti-dilutive for all periods presented. Therefore, basic and diluted net loss per share were the same for all periods presented. | |||||||
Comprehensive loss | |||||||
Comprehensive loss consists of net income or loss and changes in equity during a period from transactions and other events and circumstances generated from non-owner sources. For all periods presented other comprehensive income (loss), if any, consists of unrealized gains and losses on the Company’s investments. | |||||||
Recent accounting pronouncements | |||||||
Standard | Description | Date of adoption | Effect on the financial statements or other significant matters | ||||
Standards that are not yet adopted | |||||||
ASU 2014-09, Revenue from Contracts with Customers (Topic 606) | The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. | January 1, 2017 | At this time, the Company has not decided on which method it will use to adopt the new standard, nor has it determined the effects of the new guidelines on its results of operations and financial position. For the foreseeable future, the Company’s revenues will be limited to grants received from government agencies or nonprofit organizations, and the Company is evaluating the effects of the new standard on this type of revenue. | ||||
ASU No. 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). | The standard requires a company to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. | January 1, 2017 | The Company is evaluating the effects of the new standard, but does not expect it will have a material impact on its financial conditions, results of operations, or cash flows. | ||||
Standards that were adopted | |||||||
ASU No. 2014-10, Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation (“ASU 2014-10”) | The standard eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. | June 30, 2014 | The Company adopted ASU 2014-10 on June 30, 2014, and the adoption did not have a material impact on its financial statements. | ||||
Subsequent events | |||||||
The Company considers events or transactions that occur after the balance sheet date but prior to the date the financial statements are issued for potential recognition or disclosure in the financial statements. | |||||||
Cash_cash_equivalents_and_mark
Cash, cash equivalents and marketable securities | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Cash, cash equivalents and marketable securities | ||||||||||||||||
Cash, cash equivalents and marketable securities | ||||||||||||||||
3. Cash, cash equivalents and marketable securities | ||||||||||||||||
As of December 31, 2014 and 2013, cash, cash equivalents and, in the case of December 31, 2014, marketable securities comprised funds in depository, money market accounts and U.S. treasury securities. | ||||||||||||||||
The following table presents the cash, cash equivalents and marketable securities carried at fair value in accordance with the hierarchy defined in Note 2 (in thousands): | ||||||||||||||||
Quoted prices | Significant | Significant | ||||||||||||||
in active | other | unobservable | ||||||||||||||
markets | observable | inputs | ||||||||||||||
inputs | ||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
December 31, 2014 | ||||||||||||||||
Cash | $ | 1,066 | $ | 1,066 | $ | — | $ | — | ||||||||
Money Market funds, included in cash equivalents | 18,992 | 18,992 | — | — | ||||||||||||
Marketable securities - U.S. treasuries | 27,021 | 27,021 | — | — | ||||||||||||
Total | $ | 47,079 | $ | 47,079 | $ | — | $ | — | ||||||||
December 31, 2013 | ||||||||||||||||
Cash | $ | 249 | $ | 249 | $ | — | $ | — | ||||||||
Money Market funds, included in cash equivalents | 11,959 | 11,959 | — | — | ||||||||||||
Total | $ | 12,208 | $ | 12,208 | $ | — | $ | — | ||||||||
Cash equivalents and marketable securities have been initially valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing third party pricing services or other market observable data. The pricing services utilize industry standard valuation models, including both income and market based approaches and observable market inputs to determine value. The Company validates the prices provided by its third party pricing services by reviewing their pricing methods and obtaining market values from other pricing sources. After completing its validation procedures, the Company did not adjust any fair value measurements provided by the pricing services as of December 31, 2014 and 2013. | ||||||||||||||||
Marketable securities at December 31, 2014 consist of the following (in thousands): | ||||||||||||||||
Contracted | Amortized | Unrealized | Unrealized | Fair Value | ||||||||||||
Maturity | Cost | Gains | Losses | |||||||||||||
Current | ||||||||||||||||
U.S. Treasuries | 166-365 days | $ | 27,028 | $ | — | $ | (7 | ) | $ | 27,021 | ||||||
Total | $ | 27,028 | $ | — | $ | (7 | ) | $ | 27,021 | |||||||
At December 31, 2014, the aggregate fair value of marketable securities in an unrealized loss position was $24.0 million with unrealized losses of $8 thousand. At December 31, 2014, the aggregate fair value of marketable securities in an unrealized gain position was $3.0 million with unrealized gains of $1 thousand. The Company evaluated its securities for other-than-temporary impairment and considered the decline in market value for the securities to be primarily attributable to current economic and market conditions. It is not more likely than not that the Company will be required to sell the securities, and the Company does not intend to do so prior to the recovery of the amortized cost basis. Based on this analysis, these marketable securities were not considered to be other-than-temporarily impaired as of December 31, 2014. | ||||||||||||||||
The Company did not hold any marketable securities as of December 31, 2013. | ||||||||||||||||
Prepaid_expenses_and_other_cur
Prepaid expenses and other current assets | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Prepaid expenses and other current assets | ||||||||
Prepaid expenses and other current assets | ||||||||
4. Prepaid expenses and other current assets | ||||||||
Prepaid expenses and other current assets consist of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Prepaid tenant improvement costs | $ | — | $ | 237 | ||||
Prepaid insurance | 90 | 7 | ||||||
Prepaid research and development costs | 664 | 190 | ||||||
Interest receivable | 21 | — | ||||||
Other | 188 | 76 | ||||||
Total | $ | 963 | $ | 510 | ||||
Property_and_equipment_net
Property and equipment, net | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property and equipment, net | ||||||||
Property and equipment, net | ||||||||
5. Property and equipment, net | ||||||||
Property and equipment, net consist of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Laboratory equipment | $ | 2,510 | $ | 1,694 | ||||
Furniture office equipment | 186 | 14 | ||||||
Computer equipment and software | 257 | 142 | ||||||
Leasehold improvements | 799 | 344 | ||||||
Total property and equipment | 3,752 | 2,194 | ||||||
Accumulated depreciation | (1,796 | ) | (1,329 | ) | ||||
Property and equipment, net | $ | 1,956 | $ | 865 | ||||
Depreciation expense was $469 thousand, $318 thousand and $300 thousand for the years ended December 31, 2014, 2013, 2012. | ||||||||
During 2014, the Company sold fully depreciated fixed assets with an original cost basis of $12 thousand and a net book value of $10 thousand, recognizing a gain on sale of $18 thousand. The Company did not sell or dispose of any fixed assets during 2013. | ||||||||
Accrued_expenses_and_other_cur
Accrued expenses and other current liabilities | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued expenses and other current liabilities. | ||||||||
Accrued expenses and Other current liabilities | ||||||||
6. Accrued expenses and other current liabilities | ||||||||
Accrued expenses and other current liabilities consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Payroll and employee-related costs | $ | 1,066 | $ | 738 | ||||
Research and development costs | 1,117 | 323 | ||||||
Accrued professional fees | 270 | 303 | ||||||
Other | 33 | 54 | ||||||
Total | $ | 2,486 | $ | 1,418 | ||||
Longterm_debt
Long-term debt | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Long-Term Debt | |||||
Long-Term Debt | |||||
7. Long-term debt | |||||
In October 2011, the Company entered into a Loan and Security Agreement with a financial institution, which provided for up to $5.0 million in debt financing (“2011 Term Loan”). The 2011 Term Loan provided for a draw-down period on the facility through March 1, 2012. On March 1, 2012, the Company drew down the full $5.0 million available under the terms of this arrangement. | |||||
From March 1, 2012 through May 1, 2012, the Company was obligated to make interest-only payments at the greater of the financial institution’s prime rate plus 5.00% or 8.00%. The Company began making 36 equal monthly payments of principal and accrued interest thereafter. During the 36-month period, the Term Loan bears interest at the greater of the financial institution’s prime rate plus 4.75% or 8.00%. The Company was also obligated to pay 6.50% of the advance on the final repayment date of the draw, which was April 1, 2015. This final payment was accrued over the term of the debt and was recorded in accrued interest payable. | |||||
In connection with the 2011 Term Loan, the Company issued a fully-exercisable warrant to purchase 517,242 shares of Series B Preferred Stock. Upon completion of our IPO, these Series B preferred stock warrants automatically converted into warrants exercisable for 43,465 shares of Common Stock at an exercise price of $6.90 per share (Note 5). The 2011 Term Loan was collateralized by all the assets of the Company, except for those assets collateralized by an equipment term loan that was repaid as of December 31, 2013. | |||||
On September 30, 2013, the Company entered into a new loan agreement which provided up to $10.0 million in debt financing (“2013 Term Loan”). Upon the closing of the 2013 Term Loan, the Company drew down $3.5 million and paid off the remaining balance under the 2011 Term Loan. As part of the early repayment, the Company incurred a loss on debt extinguishment of $0.2 million. The 2013 Term Loan provided for a draw-down period on the remaining facility of $6.5 million, which the Company drew down on December 19, 2013. The Company was obligated to make interest-only payments for the first 9 months and 33 equal payments of principal, together with accrued interest thereafter for each advance. The 2013 Term Loan bore interest at a rate of 8% per annum. The Company was also obligated to pay 2% of the advance on the final repayment date of each draw. The final payment is being accrued over the term of the debt and recorded in accrued interest payable on the balance sheet as at December 31, 2013. | |||||
In connection with the 2013 Term Loan, the Company issued a warrant to purchase 689,655 shares of Series C Preferred Stock at $0.58 per share. Upon the completion of our IPO, these Series C preferred stock warrants automatically converted into warrants exercisable for 57,954 shares of Common Stock at an exercise price of $6.90 per share (Note 5). | |||||
On November 20 2014, the Company entered into a loan and security agreement (the “Loan Agreement”) with Hercules Technology Growth Capital, Inc., (“Hercules”), which provided up to $27.0 million in debt financing in three separate tranches (“2014 Term Loan”). The first tranche of $17.0 million is available through June 30, 2015. The second tranche of up to $5.0 million may be drawn, at the Company’s option, on or prior to December 15, 2015, subject to the Company receiving favorable data from its ongoing GEN-003 Phase 2 dose optimization trial and either (i) the commencement of the Company’s next clinical trial for GEN-003 or (ii) the receipt of at least $40.0 million in net proceeds from an equity financing and/or a strategic corporate partnership. The third tranche of up to $5.0 million may be drawn, at the Company’s option, on or prior to December 15, 2015, subject to the Company receiving favorable data from its ongoing Phase 2 human challenge study for GEN-004. | |||||
The 2014 Term Loan matures on July 1, 2018. If the eligibility requirements for the second tranche are met, the maturity date may be extended to December 31, 2018 at the Company’s sole election. | |||||
Each advance accrues interest at a floating rate per annum equal to the greater of (i) 7.25% or (ii) the sum of 7.25% plus the prime rate minus 5.0%. The 2014 Term Loan provides for interest-only payments until December 31, 2015, which may be extended at the Company’s sole election for a six month period if the eligibility requirements for the second tranche are met. Thereafter, payments will be made monthly in 30 equal installments of principal and interest (subject to recalculation upon a change in prime rates). The 2014 Term Loan may be prepaid in whole or in part upon seven business days’ prior written notice to Hercules. Prepayments will be subject to a charge of 3.0% if an advance is prepaid within twelve months following the closing date, 2.0%, if an advance is prepaid between twelve months and twenty four months following the closing date, and 1.0% thereafter. Amounts outstanding during an event of default shall be payable on demand and shall accrue interest at an additional rate of 5.0% per annum on any outstanding amounts past due. The Company must also pay an End of Term Charge of 4.95% of the balance drawn when the advances are repaid. | |||||
The 2014 Term Loan is secured by a lien on substantially all of the assets of the Company, other than intellectual property, provided that such lien on substantially all assets includes any rights to payments and proceeds from the sale, licensing or disposition of intellectual property. The Loan Agreement contains non-financial covenants and representations, including a financial reporting covenant, and limitations on dividends, indebtedness, collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, deposit accounts, and subsidiaries. There are no financial covenants. | |||||
The Loan Agreement contains a Material Adverse Effect provision that requires all material adverse effects to be reported under the financial reporting covenant. Loan advances are subject to a representation that no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing. Under the Loan Agreement, a Material Adverse Effect means a material adverse effect upon: (i) the business, operations, properties, assets or condition (financial or otherwise) of the Company; or (ii) the ability of the Company to perform the secured obligations in accordance with the terms of the Loan Agreements, or the ability of agent or lender to enforce any of its rights or remedies with respect to the secured obligations; or (iii) the collateral or agent’s liens on the collateral or the priority of such liens. Any event that has a Material Adverse Effect is an event of default under the Loan Agreement and repayment of amounts due under the Loan Agreement may be accelerated by the lender under the same terms as an event of default. | |||||
Events of default under the Loan Agreement include failure to make any payments of principal or interest as due on any outstanding indebtedness, breach of any covenant, any false or misleading representations or warranties, insolvency or bankruptcy, any attachment or judgment on the Company’s assets of at least $100,000, or the occurrence of any material default of the Company involving indebtedness in excess of $100,000. If an event of default occurs, repayment of all amounts due under the Loan Agreement may be accelerated by the lender, including the applicable Prepayment Charge. | |||||
The 2014 Term loan is automatically redeemable upon a change in control whereas the Company must prepay the outstanding principal and any accrued and unpaid interest through the prepayment date including any unpaid agent’s and lender’s fees and expenses accrued to the date of the repayment including the End of Term Charge and the applicable Prepayment Charge. If a change in control occurs, repayment of amounts due under the Loan Agreement may be accelerated by the lender. | |||||
Upon closing the 2014 Term Loan, the Company drew down $12.0 million under the first tranche of the Loan Agreement using approximately $9.8 million of the proceeds to repay all outstanding indebtedness under the 2013 Term Loan. As a result, the Company recorded $435 thousand as a loss on extinguishment of debt which was recorded in other income / expense on the Statements of Operations. The loss on extinguishment consisted of deferred debt charges, the unamortized portion of the original issue discount related to the 2013 Term Loan and other fees associated with extinguishing the debt. | |||||
In connection with the 2014 Term Loan Agreement, the Company issued a common stock warrant to Hercules on November 20, 2014. The warrant is exercisable for 73,725 shares of the Company’s Common Stock (equal to $607,500 divided by the exercise price of $8.24). The exercise price and the number of shares are subject to adjustment upon a merger event, reclassification of the shares of Common Stock, subdivision or combination of the shares of Common Stock or certain dividends payments. The warrant is exercisable until November 20, 2019 and will be exercised automatically on a net issuance basis if not exercised prior to the expiration date and if the then-current fair market value of one share of Common Stock is greater than the exercise price then in effect. The warrant has been classified as equity for all periods it has been outstanding. | |||||
Contemporaneously with the 2014 Loan Agreement, the Company also entered into an equity rights letter agreement on November 20, 2014 (the “Equity Rights Letter Agreement”). Pursuant to the Equity Rights Letter Agreement, the Company issued to Hercules 223,463 shares of the Company’s Common Stock for an aggregate purchase price of approximately $2.0 million at a price per share equal to the closing price of the Company’s Common Stock as reported on The NASDAQ Global Market on November 19, 2014 (the “Initial Equity Investment”). The shares will be subject to resale limitations and may be resold only pursuant to an effective registration statement or an exemption from registration. | |||||
Additionally, under the Equity Rights Letter Agreement, Hercules has the right to participate in any one or more subsequent private placement equity financings of up to $2.0 million on the same terms and conditions as purchases by the other investors in each subsequent equity financing. The Equity Rights Letter Agreement, and all rights and obligations thereunder, will terminate upon the earlier of (1) such time when Hercules has purchased $2.0 million of subsequent equity financing securities in the aggregate and (2) the later of (a) the repayment of all indebtedness under the Loan Agreement and (b) the expiration or termination of the exercise period for the warrant issued in connection with the Loan Agreement. The Company allocated $36 thousand of financing costs to additional paid-in capital for issuance fees that were reimbursed to Hercules. | |||||
In connection with the issuance of the 2014 Term Loan, the Company incurred $103 thousand of financing costs which were recorded in other assets. The Company also reimbursed the lenders $210 thousand for debt financing costs which has been recorded as a debt discount. The 2014 Term Loan included various embedded features which were evaluated for separate accounting as derivatives under ASC Topic No. 815, “Derivatives and Hedging”. In accordance with Topic No. 815, it was determined that none of these embedded features required separate accounting from the debt host. The debt discount is being amortized to interest expense over the life of the 2014 Term Loan using the effective interest method. | |||||
As of December 31, 2014 and 2013, the Company had outstanding borrowings under the 2014 Term Loan of $12.0 million and none, respectively. Interest expense related to the 2014 Term Loan was $143 thousand and $0 for the years ended December 31, 2014 and 2013, respectively. | |||||
As of December 31, 2014 and 2013, the Company had outstanding borrowings under the 2013 Term Loan of none and $10.0 million, respectively. Interest expense related to the 2013 Term Loan was $813 thousand and $124 thousand for the years ended December 31, 2014 and 2013, respectively. | |||||
Future principal payments on the 2014 Term Loan are as follows (in thousands): | |||||
December 31, | |||||
2014 | |||||
2015 | $ | — | |||
2016 | 4,529 | ||||
2017 | 4,876 | ||||
2018 | 2,595 | ||||
Total | $ | 12,000 | |||
Warrants
Warrants | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Warrants. | ||||||||||||||
Warrants | ||||||||||||||
8. Warrants | ||||||||||||||
Warrants outstanding represent the right to acquire the following number of shares (in thousands): | ||||||||||||||
December 31, | December 31, | |||||||||||||
2014 | 2013 | |||||||||||||
Warrants to purchase Series A Preferred Stock | — | 1,085 | ||||||||||||
Warrants to purchase Series B Preferred Stock | — | 517 | ||||||||||||
Warrants to purchase Series C Preferred Stock | — | 690 | ||||||||||||
Warrants to purchase Common Stock | 78 | — | ||||||||||||
Total | 78 | 2,292 | ||||||||||||
Hercules Warrants | ||||||||||||||
In accordance with ASC Topic No. 815, “Derivatives and Hedging” (Topic No. 815), the Company determined the common stock warrant issued to Hercules to be equity classified. The Company estimated the fair value of this warrant as of the issuance date using a Black-Scholes option pricing model (with a 10% discount for lack of marketability) with the following assumptions: | ||||||||||||||
November 20, | ||||||||||||||
2014 | ||||||||||||||
Fair value of underlying instrument | $ | 9.05 | ||||||||||||
Expected volatility | 70.0 | % | ||||||||||||
Expected term (in years) | 5.00 | |||||||||||||
Risk-free interest rate | 1.64 | % | ||||||||||||
Expected dividend yield | 0.0 | % | ||||||||||||
The Company utilized this fair value in its allocation of debt proceeds between debt and the warrants which was performed on a relative fair value basis. Ultimately, the Company allocated $334 thousand to the Hercules warrants and recognized this amount in additional paid-in capital. | ||||||||||||||
As of December 31, 2014, the common stock warrants issued to Hercules had not been exercised and were still outstanding. | ||||||||||||||
Warrants to purchase redeemable securities | ||||||||||||||
As of December 31, 2013, the Company had outstanding warrants to purchase 2,291,512 shares of redeemable convertible preferred stock. On January 29, 2014, 21,695 warrants to purchase Series A preferred stock were exercised for cash. On February 4, 2014, an additional 28,926 warrants to purchase Series A preferred stock were exercised for cash. Prior to the completion of our IPO on February 10, 2014, warrants to purchase 987,840 shares of Series A preferred stock were exercised in a cashless exercise for 316,932 shares of Series A preferred stock, which automatically converted into 26,633 shares of Common Stock upon the completion of our IPO. Also upon the completion of our IPO, warrants exercisable for 1,253,051 shares of redeemable convertible preferred stock were automatically converted into warrants exercisable for 105,297 shares of Common Stock. On February 12, 2014, 43,465 warrants were exercised in a cashless exercise for 16,593 shares of Common Stock. On April 23, 2014, 57,954 warrants were exercised in a cashless exercise for 37,250 shares of Common Stock. As of December 31, 2014, 3,878 of these warrants remained outstanding. | ||||||||||||||
In connection with the completion of our IPO, all the warrants exercisable for redeemable convertible preferred stock were automatically converted into warrants exercisable for Common Stock, resulting in the reclassification of the related warrant to purchase redeemable securities liability to additional paid-in capital as the warrants to purchase shares of Common Stock are accounted for as equity instruments. The warrant to purchase redeemable securities liability was re-measured to fair value prior to reclassification to additional paid-in capital. As of December 31, 2014, the Company had no outstanding warrants to purchase redeemable securities liability. | ||||||||||||||
The warrant to purchase redeemable securities liability measured at fair value as of December 31, 2013 is as follows (in thousands): | ||||||||||||||
Quoted | Significant | Significant | ||||||||||||
prices in | other | unobservable | ||||||||||||
active | observable | inputs | ||||||||||||
markets | inputs | |||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||
December 31, 2013 | ||||||||||||||
Warrants to purchase redeemable securities | $ | 656 | $ | — | $ | — | $ | 656 | ||||||
Total | $ | 656 | $ | — | $ | — | $ | 656 | ||||||
These warrants are considered Level 3 liabilities because their fair value measurements are based, in part, on significant inputs not observed in the market and reflect the Company’s assumptions as to the expected volatility of the Company’s Preferred Stock. The Company determined the fair value of the warrants to purchase redeemable securities based on input from management and the Board of Directors, which utilized an independent valuation of the Company’s enterprise value, determined utilizing an analytical valuation model. Any reasonable changes in the assumptions used in the valuation could materially affect the financial results of the Company. | ||||||||||||||
The following table sets forth a summary of changes in the fair value of the Company’s warrants to purchase redeemable securities, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy wherein fair value is estimated using significant unobservable inputs (in thousands): | ||||||||||||||
Years ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Beginning balance | $ | 656 | $ | 246 | $ | 339 | ||||||||
Warrants issued | 188 | — | ||||||||||||
Change in fair value | 725 | 222 | (93 | ) | ||||||||||
Warrants exercised | (323 | ) | — | — | ||||||||||
Reclassification to accumulated paid-in capital | (1,058 | ) | — | — | ||||||||||
Ending balance | $ | — | $ | 656 | $ | 246 | ||||||||
These warrants are considered Level 3 liabilities because their fair value measurements are based, in part, on significant inputs not observed in the market and reflect the Company’s assumptions as to the expected volatility of the Company’s preferred stock. At December 31, 2013, the Company determined the fair value of the warrants to purchase redeemable securities based on input from management and the board of directors, which utilized an independent valuation of the Company’s enterprise value, determined utilizing an analytical valuation model. Any reasonable changes in the assumptions used in the valuation could materially affect the financial results of the Company. At December 31, 2013, the analytical valuation model used to calculate the fair value of warrants to purchase redeemable securities was a hybrid approach based on an Option-Pricing Model (“OPM”) backsolve method and the Probablity-Weighted Expected Return Model (“PWERM”). Thirty-five percent of the value was attributed to the OPM backsolve method and 65% was attributed to the PWERM. After the enterprise value was determined, the total enterprise value was then allocated to the various outstanding equity instruments, including the warrants to purchase redeemable securities, utilizing the OPM. | ||||||||||||||
The fair value of warrants to purchase 21,695 shares of Series A preferred stock prior to exercise on January 29, 2014 was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: | ||||||||||||||
January 29, | ||||||||||||||
2014 | ||||||||||||||
Fair value of underlying instrument | $ | 0.65 | ||||||||||||
Expected Volatility | 55.57 | % | ||||||||||||
Expected term (in years) | 0.04 | |||||||||||||
Risk-free interest rate | 1.52 | % | ||||||||||||
Expected dividend yield | 0.0 | % | ||||||||||||
These warrants were re-measured to a fair value of $7,783, which resulted in an increase in fair value of $2,142. The fair value of the warrants was reclassified to additional paid-in capital upon exercise on January 29, 2014. | ||||||||||||||
The fair value of warrants to purchase 28,926 shares of Series A preferred stock prior to exercise on February 4, 2014 was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: | ||||||||||||||
February 4, | ||||||||||||||
2014 | ||||||||||||||
Fair value of underlying instrument | $ | 0.65 | ||||||||||||
Expected Volatility | 55.03 | % | ||||||||||||
Expected term (in years) | 0.02 | |||||||||||||
Risk-free interest rate | 1.46 | % | ||||||||||||
Expected dividend yield | 0.0 | % | ||||||||||||
These warrants were re-measured to a fair value of $10,357, which resulted in an increase in fair value of $2,839. The fair value of the warrants was reclassified to additional paid-in capital upon exercise on February 4, 2014. | ||||||||||||||
The fair value of warrants to purchase 987,840 shares of Series A preferred stock prior to a cashless exercise for 316,932 shares of Series A preferred stock on February 10, 2014, which automatically converted into 26,633 shares of Common Stock upon the completion of our IPO, was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: | ||||||||||||||
February 10, | ||||||||||||||
2014 | ||||||||||||||
Fair value of underlying instrument | $ | 7.74 | ||||||||||||
Expected Volatility | 50.81 | % | ||||||||||||
Expected term (in years) | 0.003 | |||||||||||||
Risk-free interest rate | 1.48 | % | ||||||||||||
Expected dividend yield | 0.0 | % | ||||||||||||
These warrants were re-measured to a fair value of $304,423, which resulted in an increase in fair value of $46,581. The fair value of the warrants was reclassified to additional paid-in capital upon exercise on February 10, 2014. | ||||||||||||||
The fair value of warrants exercisable for 1,253,051 shares of redeemable convertible preferred stock, which were automatically converted into warrants exercisable for 105,297 shares of Common Stock, was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: | ||||||||||||||
February 10, | ||||||||||||||
2014 | ||||||||||||||
Fair value of underlying instrument | $ | 6.96 | ||||||||||||
Expected Volatility | 92.9 | % | ||||||||||||
Expected term (in years) | 8.66 | |||||||||||||
Risk-free interest rate | 2.43 | % | ||||||||||||
Expected dividend yield | 0.0 | % | ||||||||||||
The fair value of the remaining 105,297 warrants to purchase Common Stock were re-measured to a fair value of $1,058,269, which resulted in an increase in fair value of $673,040. The fair value of the warrants was reclassified to additional paid-in capital upon conversion on February 10, 2014. | ||||||||||||||
Commitments_and_contingencies
Commitments and contingencies | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Commitments and contingencies | ||||||||
Commitments and contingencies | ||||||||
9. Commitments and contingencies | ||||||||
Significant Contracts and Agreements | ||||||||
In August 2006, the Company entered into an agreement to license certain intellectual property from The Regents of the University of California. The agreement calls for payments to be made by the Company upon the occurrence of a certain development milestone and a certain commercialization milestone for each distinct product covered by the licensed patents, in addition to certain royalties to be paid on marketed products or sublicense income. The Company did not incur any expenses under this agreement for the years ended December 31, 2014, 2013 and 2012. | ||||||||
In November 2007, the Company entered into an agreement to license certain intellectual property from Harvard University. The agreement calls for payments to be made by the Company upon the occurrence of certain development and regulatory milestones, in addition to certain royalties on marketed products or sublicense income. In addition, the Company must make annual maintenance fee payments, which vary depending on the type of products under development. The Company incurred expenses of $157 thousand, $83 thousand and $83 thousand in annual maintenance fees and clinical milestones to Harvard University for the years ended December 31, 2014, 2013 and 2012, respectively. The Company notified the President and Fellows of Harvard College of its partial termination of the license agreement with regard to the intellectual property covering chlamydia antigens on December 8, 2014. Effective March 8, 2015, the license agreement with the President and Fellows of Harvard College with regard to the intellectual property covering chlamydia antigens will be terminated. The Company determined that the chlamydia antigens were not relevant to the continued development of GEN-001. The Company will continue to maintain exclusive rights to aspects of the ATLAS platform covered by Harvard University intellectual property. | ||||||||
In August 2009, the Company entered into an agreement to license certain intellectual property from Isconova AB, now Novavax. The agreement calls for payments to be made by the Company upon the occurrence of certain development and commercial milestones, in addition to certain royalties to be paid on marketed products or sublicense income. The Company incurred expenses of $402 thousand, none and $290 thousand related to services provided by Novavax for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||
In January 2010, the Company entered into an agreement to license certain intellectual property from the University of Washington. The agreement also calls for payments to be made by the Company upon the occurrence of certain development and commercial milestones, in addition to certain royalties on marketed products or sublicense income. In addition, the Company must make annual maintenance fee payments, which vary depending on the number of years from the effective date. The Company incurred expenses of $24 thousand, $45 thousand and $15 thousand related to this agreement for the years ended December 31, 2014, 2013, 2012, respectively. Effective October 27, 2014, the agreement between the Company and the University of Washington was terminated. As of December 31, 2014 no further rights or obligations exist under the terminated agreement. | ||||||||
In March 2014, the Company announced a joint research collaboration with Dana-Farber Cancer Institute and Harvard Medical School to characterize anti-tumor T cell responses in melanoma patients. This collaboration extends the use of our proprietary ATLAS platform for the rapid discovery of T cell antigens to cancer immunotherapy approaches. | ||||||||
Supply agreement | ||||||||
In August 2009, the Company entered into a supply agreement with a third party for the manufacture and supply of antigens used in the Company’s product candidates. The agreement calls for payments to be made by the Company upon the occurrence of certain manufacturing milestones, in addition to reimbursement of certain consumables. In June 2013, the Company entered into another supply agreement with the same vendor for the manufacture and supply of antigens to be used in the Company’s next clinical trials. The Company incurred expenses of $791 thousand, $1.5 million, $180 thousand related to these agreements for the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||
In February 2014, the Company entered into a supply agreement with FUJIFILM Diosynth Biotechnologies U.S.A., Inc. (“Fujifilm”) for the manufacture and supply of antigens for future GEN-003 clinical trials. Under the agreement, the Company is obligated to pay Fujifilm manufacturing milestones, in addition to reimbursement of certain material production related costs. Additionally, the Company is responsible for the payment of a reservation fee, which will equal a percentage of the expected production fees, to reserve manufacturing slots in the production timeframe. The Company incurred expenses of $3.5 million, none, and none, under this agreement for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||
In October 2014, the Company entered a product development and clinical supply agreement with Baxter Pharmaceutical Solutions LLC (“Baxter”). The product development and clinical supply agreement provides the terms and conditions under which Baxter will formulate, fill, inspect, package, label and test our lead product, GEN-003 for clinical supply. The Company is obligated to pay Baxter for each batch of GEN-003 manufactured. Additionally, certain set-up fees and equipment purchased for the purposes of batch production will be invoiced separately by Baxter. The Company is also responsible for the payment of a monthly service fee for project management services for the duration of the arrangement. The Company has not any incurred expenses under this agreement for the years ended December 31, 2014, 2013 and 2012. | ||||||||
Lease commitments | ||||||||
In July 2012, the Company leased office and laboratory space under an operating sublease (“2012 Facilities Sublease”) that expired in February 2014. The Company concurrently signed an operating lease for the same space with the master landlord (“2012 Master Facilities Lease”) that commenced in March 2014 and expires in February 2017. | ||||||||
As of December 31, 2014, the minimum future lease payments under the 2012 Master Facilities Lease are as follows (in thousands): | ||||||||
Operating | ||||||||
lease | ||||||||
2015 | $ | 976 | ||||||
2016 | 1,012 | |||||||
2017 | 170 | |||||||
Total minimum lease payments | $ | 2,158 | ||||||
The Company recorded $803 thousand, $476 thousand, and $1.1 million in rent expense for the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||
Restricted cash related to facilities leases | ||||||||
Restricted cash related to facilities leases consisted of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
2012 Facilities Sublease | $ | — | $ | 157 | ||||
2012 Master Facilities Lease | 316 | 158 | ||||||
Total | $ | 316 | $ | 315 | ||||
At December 31, 2014, the Company has an outstanding letter of credit with a financial institution related to a security deposit for the 2012 Master Facilities Lease, which is secured by cash on deposit and expires on February 28, 2017. The letter of credit related to the 2012 Facilities Sublease expired on April 30, 2014. | ||||||||
Litigation | ||||||||
The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities. | ||||||||
Redeemable_convertible_preferr
Redeemable convertible preferred stock | 12 Months Ended |
Dec. 31, 2014 | |
Redeemable convertible preferred stock | |
Redeemable convertible preferred stock | |
10. Redeemable convertible preferred stock | |
Upon the completion of our IPO on February 10, 2014, all of the outstanding shares of the Company’s redeemable convertible preferred stock were converted into 11,466,479 shares of its Common Stock. As of December 31, 2014, the Company does not have any redeemable convertible preferred stock issued or outstanding. | |
As of December 31, 2013, the total authorized capital stock of the Company was 321,340,959 shares, which included 4,615,385 shares of Seed Preferred Stock, $0.001 par value per share; 36,661,538 shares of Series A Preferred Stock $0.001 par value per share; 35,098,520 shares of Series B Preferred Stock, $0.001 par value per share; and 53,275,861 shares of Series C Preferred Stock, $0.001 par value per share. On February 10, 2014, the Company closed its IPO. In conjunction with this transaction, all shares of the Company’s redeemable convertible preferred stock were converted into 11,466,479 shares of Common Stock. | |
Common_stock
Common stock | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Common stock. | ||||||
Common stock | ||||||
11. Common stock | ||||||
At December 31, 2014, the Company had authorized 175,000,000 shares of Common Stock, $0.001 par value per share, of which 17,869,235 shares were issued and 17,852,389 were outstanding. | ||||||
General | ||||||
Prior to the completion of our IPO on February 10, 2014, the voting, dividend and liquidation rights of the holders of shares of Common Stock were subject to and qualified by the rights, powers and preferences of the holders of shares of preferred stock. The Common Stock has the following characteristics: | ||||||
Voting | ||||||
The holders of shares of Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders and written actions in lieu of meetings. The Common Stockholders have the right to elect one of the eight Directors. | ||||||
Dividends | ||||||
The holders of shares of Common Stock are entitled to receive dividends, if and when declared by the board of directors. Cash dividends may not be declared or paid to holders of shares of Common Stock until paid on each series of outstanding preferred stock in accordance with their respective terms. As of December 31, 2014, no dividends have been declared or paid since the Company’s inception. | ||||||
Liquidation | ||||||
After payment to the holders of shares of preferred stock of their liquidation preferences, the holders of the Common Stock are entitled to share ratably in the Company’s assets available for distribution to stockholders, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or upon the occurrence of a deemed liquidation event. As of December 31, 2014, the Company does not have any preferred stock issued or outstanding. | ||||||
Restricted stock | ||||||
During 2006 and 2007, the Company’s founders and certain employees were issued shares and entered into Stock Restriction and Repurchase Agreements with the Company. During 2013, a director of the Company early exercised stock options and received 31,092 shares of Common Stock which were subject to a Stock Restriction and Repurchase Agreement with the Company. Under the terms of the agreements, shares of Common Stock issued are subject to a vesting schedule. Vesting occurs periodically at specified time intervals and specified percentages. All shares of Common Stock become fully vested within four years of the date of grant. As of December 31, 2013, the Company had 24,615 shares of nonvested restricted stock that were subject to repurchase by the Company. As of December 31, 2014, the Company has issued 35,964 shares of restricted common stock of which 19,124 shares have vested and 16,840 shares are subject to repurchase by the Company. | ||||||
Reserve for future issuance | ||||||
The Company has reserved for future issuances the following number of shares of Common Stock (in thousands): | ||||||
December 31, | December 31, | |||||
2014 | 2013 | |||||
Conversion of Seed Preferred Stock | — | 388 | ||||
Conversion of Series A Preferred Stock | — | 2,990 | ||||
Conversion of Series B Preferred Stock | — | 3,613 | ||||
Conversion of Series C Preferred Stock | — | 4,419 | ||||
Options to purchase Common Stock | 2,373 | 1,823 | ||||
Options to purchase Common Stock under ESPP | 185 | — | ||||
Warrants to purchase Series A Preferred Stock | — | 91 | ||||
Warrants to purchase Series B Preferred Stock | — | 43 | ||||
Warrants to purchase Series C Preferred Stock | — | 58 | ||||
Warrants to purchase Common Stock | 78 | — | ||||
2,636 | 13,425 | |||||
Stockbased_compensation
Stock-based compensation | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Stock-based compensation | ||||||||||||
Stock-based compensation | ||||||||||||
12. Stock-based compensation | ||||||||||||
The Company’s board of directors adopted the 2014 Equity Incentive Plan (the “2014 Equity Plan”), which was approved by its stockholders and became effective prior to the commencement of our IPO. The 2014 Equity Plan replaced the 2007 Equity Incentive Plan (the “2007 Equity Plan”). | ||||||||||||
The 2014 Equity Plan provided for the grant of incentive stock options, non-qualified stock options and restricted stock awards to key employees and directors of, and consultants and advisors to, the Company. The maximum number of shares of Common Stock that may be delivered in satisfaction of awards under the 2014 Equity Plan is 903,494 shares, plus 219,765 shares that were available for grant under the 2007 Equity Plan on the date the 2014 Equity Plan was adopted. The 2014 Equity Plan provides that the number of shares available for issuance will automatically increase annually on each January 1, from January 1, 2015 through January 1, 2024, in amount equal to the lesser of 4.0% of the outstanding shares of the Company’s outstanding Common Stock as of the close of business on the immediately preceding December 31 or the number of shares determined the Company’s board of directors. | ||||||||||||
Outstanding options awards granted from the 2007 Equity Plan, at the time of the adoption of the 2014 Equity Plan, remain outstanding and effective. The shares of Common Stock underlying awards that are cancelled, forfeited, repurchased, expire or are otherwise terminated under the 2007 Equity Plan are added to the shares of Common Stock available for issuance under the 2014 Equity Plan. As of December 31, 2014, the number of common shares that may be issued under both equity plans is 2,373,348 and 83,015 remain available for future grants. | ||||||||||||
During the years ended 2014, 2013 and 2012, the Company granted a total of none, 44,345 and 49,127 stock options, respectively, to consultants and members of its Scientific Advisory Board, which are included in the following stock option table. The options generally vest over a four-year period, and have a life of ten years. Certain senior advisors of the Company received options that vest upon the occurrence of certain milestones. Stock options issued to non-employees are accounted for using the fair value method of accounting, and are periodically revalued as the options vest, and are recognized as expense over the related service period. The total expense related to all nonemployee options for the years ended December 31, 2014, 2013 and 2012 was $324 thousand, $143 thousand and $18 thousand, respectively. | ||||||||||||
Stock Based Compensation Expense | ||||||||||||
Total stock-based compensation expense is recognized for stock options granted to employees and non-employees and has been reported in the Company’s statements of operations as follows (in thousands): | ||||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Research and development | $ | 1,511 | $ | 322 | $ | 102 | ||||||
General and administrative | 1,394 | 350 | 205 | |||||||||
Total | $ | 2,905 | $ | 672 | $ | 307 | ||||||
Stock Options | ||||||||||||
The following table summarizes stock option activity for employees and nonemployees (shares in thousands): | ||||||||||||
Weighted- | ||||||||||||
Weighted- | Average | |||||||||||
Average | Remaining | Aggregate | ||||||||||
Exercise | Contractual | Intrinsic | ||||||||||
Shares | Price | Term (years) | Value | |||||||||
Outstanding at December 31, 2013 | 1,576 | $ | 2.66 | 7.64 | $ | 6,682 | ||||||
Granted | 1,065 | $ | 12.79 | |||||||||
Exercised | (282 | ) | $ | 2.42 | ||||||||
Canceled | (69 | ) | $ | 7.42 | ||||||||
Outstanding at December 31, 2014 | 2,290 | $ | 7.26 | 8.08 | $ | 5,332 | ||||||
Exercisable at December 31, 2014 | 1,029 | $ | 3.36 | 6.86 | $ | 4,198 | ||||||
Vested or expected to vest at December 31, 2014 | 2,078 | $ | 6.98 | 7.99 | $ | 5,123 | ||||||
During the years ended December 31, 2014, 2013 and 2012, the Company granted stock options to purchase an aggregate of 1,064,640, 559,742 and 54,883 of its Common Stock, respectively, with a weighted-average grant date fair values of $10.11, $3.41 and $1.31, respectively. | ||||||||||||
The total intrinsic value of options exercised in the year ended December 31, 2014 was $3.1 million and was de minimis in the years ended December 31, 2013 and 2012. As of December 31, 2014, there was $9.4 million of total unrecognized compensation cost related to employee nonvested stock options granted under the Company’s equity plans. | ||||||||||||
The total unrecognized compensation costs related to non-employees in the year ended December 31, 2014, was $55 thousand and was immaterial in the years ended December 31, 2013 and 2012. | ||||||||||||
Total unrecognized compensation cost for employee and non-employee will be adjusted for future forfeitures. The Company expects to recognize that cost over a remaining weighted-average period of 3.23. | ||||||||||||
The Company estimates the fair value of each employee stock award on the grant date using the Black-Scholes option-pricing model based on the following assumptions and the assumptions regarding the fair value of the underlying Common Stock on each measurement date: | ||||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Expected Volatility | 86.2%-103.6% | 97.10% | 99.20% | |||||||||
Risk-free interest rate | 1.75%-2.00% | 0.59%-1.83% | 0.99% | |||||||||
Expected term (in years) | 6.25 | 6.25 | 6.25 | |||||||||
Expected dividend yield | 0% | 0% | 0% | |||||||||
Performance-Based Stock Options | ||||||||||||
The Company granted stock options to certain employees, executive officers and consultants, which contain performance-based vesting criteria. Milestone events are specific to the Company’s corporate goals, which include, but are not limited to, certain clinical development milestones, business development agreements and capital fundraising events. Stock-based compensation expense associated with these performance-based stock options is recognized if the performance conditions are considered probable of being achieved, using management’s best estimates. During the year ended December 31, 2014, the Company determined that 96,988 options related to performance-based milestones were probable of achievement and, accordingly, recorded $453 thousand in related stock-based compensation expense during the year ended December 31, 2014. As of December 31, 2014, there are 56,336 performance-based common stock options outstanding for which the probability of achievement was not deemed probable. | ||||||||||||
Employee Stock Purchase Plan | ||||||||||||
In connection with the completion of the Company’s IPO on February 10, 2014, the Company’s board of directors adopted the 2014 Employee Stock Purchase Plan (the “2014 ESPP”). The 2014 ESPP authorizes the initial issuance of up to a total of 200,776 shares of Common Stock to participating eligible employees. The 2014 ESPP provides for six-month option periods commencing on January 1 and ending June 30 and commencing July 1 and ending December 31 of each calendar year. The first offering under the 2014 ESPP began on July 1, 2014. During the year ended December 31, 2014, 15,622 shares were issued under the 2014 ESPP with 185,154 shares remaining for future issuance under the plan as of December 31, 2014. The Company incurred $43 thousand in stock-based compensation expense related to the 2014 ESPP for the year ended December 31, 2014. | ||||||||||||
401k_Savings_plan
401(k) Savings plan | 12 Months Ended |
Dec. 31, 2014 | |
401(k) Savings plan | |
401(k) Savings plan | |
13. 401(k) Savings plan | |
In 2007, the Company established a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code (“401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pretax basis. The Company has not made any contributions to the 401(k) Plan to date. | |
Income_taxes
Income taxes | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income taxes | ||||||||
Income taxes | ||||||||
14. Income taxes | ||||||||
For the years ended December 31, 2014 and 2013, the Company did not record a current or deferred income tax expense or benefit. The Company’s losses before income taxes consist solely of domestic losses. | ||||||||
Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets are comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Deferred tax assets: | ||||||||
U.S and state net operating loss carryforwards | $ | 39,721 | $ | 27,616 | ||||
Research and development credits | 3,655 | 2,749 | ||||||
Stock based compensation | 770 | 369 | ||||||
Purchased intangibles | 245 | 269 | ||||||
Capitalized organizational and start up expenditures | 153 | 173 | ||||||
Accruals and other temporary differences | 659 | 478 | ||||||
Total deferred tax assets | 45,203 | 31,654 | ||||||
Less valuation allowance | (45,203 | ) | (31,654 | ) | ||||
Net deferred tax assets | $ | — | $ | — | ||||
The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company’s history of operating losses, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of December 31, 2014 and 2013. The valuation allowance increased approximately $13.4 million and $8.7 million during the year ended December 31, 2014 and 2013, respectively, due primarily to the generation of net operating losses during each period. | ||||||||
A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: | ||||||||
Years ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Federal income tax expense at statutory rate | 34.0 | % | 34.0 | % | 34.0 | % | ||
State income tax, net of federal benefit | 4.6 | % | 5.1 | % | 6.8 | % | ||
Permanent differences | (2.1 | )% | (0.9 | )% | (0.2 | )% | ||
Research and development credit | 1.8 | % | 3.6 | % | 0.0 | % | ||
Other | 0.1 | % | 0.0 | % | 0.0 | % | ||
Change in valuation allowance | (38.4 | )% | (41.8 | )% | (40.6 | )% | ||
Effective tax rate | 0.0 | % | 0.0 | % | 0.0 | % | ||
As of December 31, 2014, 2013, and 2012, the Company had U.S. federal net operating loss carryforwards of approximately $105.0 million, $71.4 million, and $51.7 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2034. As of December 31, 2014, 2013, and 2012, the Company also had U.S. state net operating loss carryforwards of approximately $90.5 million, $64.5 million, and $49.0 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2034. Included in the federal and state net operating loss carryforwards are approximately $1.9 million, $130 thousand, and none, respectively, of deductions related to the exercise of stock options. These amounts represent an excess tax benefit which will be realized when it results in the reduction of cash income tax in accordance with ASC 718. | ||||||||
As of December 31, 2014, 2013, and 2012, the Company had federal research and development tax credit carryforwards of approximately $2.6 million, $1.9 million, and $1.2 million, respectively, available to reduce future tax liabilities which expire at various dates through 2034. As of December 31, 2014, 2013 and 2012, the Company had state research and development tax credit carryforwards of approximately $1.7 million, $1.3 million, and $929 thousand, respectively, available to reduce future tax liabilities which expire at various dates through 2029. | ||||||||
Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed several financings since its inception which may have resulted in a change in control as defined by Sections 382 and 383 of the Internal Revenue Code, or could result in a change in control in the future. | ||||||||
The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2014 and 2013, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations and comprehensive loss. | ||||||||
For all years through December 31, 2014, the Company generated research credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company’s research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position for these two years. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred tax asset established for the research and development credit carryforwards and the valuation allowance. | ||||||||
The Company files income tax returns in the United States and various state jurisdictions. The federal and state income tax returns are generally subject to tax examinations for the tax years ended December 31, 2011 through December 31, 2014. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service, state or foreign tax authorities to the extent utilized in a future period. | ||||||||
Net_loss_per_share_attributabl
Net loss per share attributable to common stockholders | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Net loss per share attributable to common stockholders | ||||||||
Net loss per share attributable to common stockholders | ||||||||
15. Net loss per share attributable to common stockholders | ||||||||
The Company computes basic and diluted earnings (loss) per share using a methodology that gives effect to the impact of outstanding participating securities (the “two-class method”). As the years ended December 31, 2014, 2013 and 2012 resulted in net losses, there is no income allocation required under the two-class method or dilution attributed to weighted average shares outstanding in the calculation of diluted loss per share. | ||||||||
The following common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect (in thousands): | ||||||||
Years ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Preferred stock | — | 11,409 | 8,493 | |||||
Warrants | 78 | 193 | 135 | |||||
Outstanding options | 2,290 | 1,576 | 1,054 | |||||
Total | 2,368 | 13,178 | 9,682 | |||||
Quarterly_financial_informatio
Quarterly financial information | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Quarterly financial information | ||||||||||||||
Quarterly financial information | ||||||||||||||
16. Quarterly financial information (unaudited, in thousands, except share and per share data) | ||||||||||||||
Three Months Ended, | ||||||||||||||
March 31, 2014 | June 30, 2014 | September 30, 2014 | December 31, 2014 | |||||||||||
Revenue | $ | — | $ | — | $ | — | $ | 308 | ||||||
Operating expenses | 6,373 | 6,909 | 8,958 | 11,234 | ||||||||||
Net loss | (7,329 | ) | (7,146 | ) | (9,171 | ) | (11,650 | ) | ||||||
Net loss per attributable to common stockholders | (7,509 | ) | (7,146 | ) | (9,171 | ) | (11,650 | ) | ||||||
Net loss per share attributable to common stockholders - basic and diluted | (0.76 | ) | (0.41 | ) | (0.53 | ) | (0.66 | ) | ||||||
Weighted-average number of common shares used in net loss per share attributable to common stockholders - basic and diluted | 9,859 | 17,346 | 17,465 | 17,696 | ||||||||||
Three Months Ended, | ||||||||||||||
March 31, 2013 | June 30, 2013 | September 30, 2013 | December 31, 2013 | |||||||||||
Revenue | $ | 259 | $ | 228 | $ | 224 | $ | 20 | ||||||
Operating expenses | 4,790 | 4,977 | 4,699 | 6,190 | ||||||||||
Net loss | (4,664 | ) | (4,957 | ) | (4,839 | ) | (6,346 | ) | ||||||
Net loss per attributable to common stockholders | (5,059 | ) | (5,357 | ) | (5,244 | ) | (6,751 | ) | ||||||
Net loss per share attributable to common stockholders - basic and diluted | $ | (17.09 | ) | $ | (18.10 | ) | $ | (17.72 | ) | $ | (22.50 | ) | ||
Weighted-average number of common shares used in net loss per share attributable to common stockholders - basic and diluted | 296 | 296 | 296 | 300 | ||||||||||
Subsequent_events
Subsequent events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent events | |
Subsequent events | |
17. Subsequent events | |
The Company has completed an evaluation of all subsequent events after the audited balance sheet date of December 31, 2014 through February 27, 2015, the date the financial statements were issued, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2014 and events which occurred subsequently but were not recognized in the financial statements. The Company has no subsequent events to disclose. | |
Summary_of_significant_account1
Summary of significant accounting policies (Policies) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Summary of significant accounting policies | |||||||
Initial Public Offering | |||||||
Initial Public Offering | |||||||
On February 10, 2014, the Company completed its initial public offering (“IPO”) of its common stock, $0.001 par value per share (“Common Stock”), pursuant to a registration statement on Form S-1, as amended. An aggregate of 5,500,000 shares of Common Stock registered under the registration statement were sold at a price of $12.00 per share. Net proceeds of the IPO were $61.4 million, excluding offering expenses of $2.4 million payable by the Company. In conjunction with this transaction, all shares of the Company’s redeemable convertible preferred stock were converted into 11,466,479 shares of common stock, and 96,988 employee and nonemployee performance-based options vested. | |||||||
Basis of presentation and use of estimates | |||||||
Basis of presentation and use of estimates | |||||||
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to prepaid and accrued research and development expenses, stock-based compensation expense, the valuation of common stock warrants and warrants to purchase redeemable securities, and reported amounts of revenues and expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. | |||||||
For periods prior to the closing of the IPO, the Company utilized significant estimates and assumptions in determining the fair value of its common stock (“Common Stock”). The Company utilized various valuation methodologies in accordance with the framework of the 2004 and 2013 American Institute of Certified Public Accountants Technical Practice Aids, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of its Common Stock. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector, the prices at which the Company sold shares of preferred stock, the superior rights and preferences of securities senior to the Company’s Common Stock at the time and the likelihood of achieving a liquidity event, such as an initial public offering or a sale of the Company. Significant changes to the key assumptions used in the valuations could result in different fair values of Common Stock at each valuation date and materially affect the financial statements. | |||||||
Following the closing of the IPO, the fair value of common stock is determined based on the quoted market price of the common stock. | |||||||
Segment information | |||||||
Segment information | |||||||
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company and the Company’s chief operating decision maker view the Company’s operations and manage its business in one operating segment, which is the business of developing and commercializing vaccines. The Company operates in only one geographic segment. | |||||||
Cash and cash equivalents | |||||||
Cash, cash equivalents and marketable securities | |||||||
The Company considers all highly liquid investments with maturities of 90 days or less from the purchase date to be cash equivalents. Cash and cash equivalents are held in depository and money market accounts and are reported at fair value. | |||||||
Marketable securities | |||||||
Marketable securities consist of U.S. treasury securities with maturities of more than 90 days. The Company has determined the appropriate balance sheet classification of the securities as current since they are available for use in current operating activities, regardless of actual maturity dates. Marketable securities are classified as available-for-sale pursuant to FASB ASC Topic 320, Investments — Debt and Equity Securities, (“ASC 320”) and are recorded on the balance sheet at fair value with unrealized gains and losses (excluding other-than-temporary impairments) reported as a separate component of accumulated other comprehensive income (loss). Realized gains and losses, as well as other-than-temporary impairments, are recognized in the statement of operations based on the specific identification method. | |||||||
The Company reviews its marketable securities for other-than-temporary impairment whenever the fair value of a marketable security is less than the amortized cost and evidence indicates that a marketable security’s carrying amount is not recoverable within a reasonable period of time. Other-than-temporary impairment of marketable securities are recognized in the statements of operations if the Company has experienced a credit loss, has the intent to sell the marketable securities, or if it is more likely than not that the Company will be required to sell the marketable securities before recovery of the amortized cost basis. | |||||||
Concentrations of credit risk and off-balance sheet risk | |||||||
Concentrations of credit risk and off-balance sheet risk | |||||||
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents and marketable securities. The Company’s cash, cash equivalents and marketable securities are held in accounts with a financial institution that management believes is creditworthy. The Company’s investment policy includes guidelines on the quality of the institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. These amounts at times may exceed federally insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company has no financial instruments with off-balance sheet risk of loss. | |||||||
Deferred initial public offering costs | |||||||
Deferred initial public offering costs | |||||||
Deferred public offering costs, which primarily consist of direct, incremental legal and accounting fees related to the IPO, were capitalized within other assets as of December 31, 2013. The Company incurred $2.4 million in IPO costs and in February 2014, these public offering costs were offset against the proceeds upon completion of the IPO. | |||||||
Fair value of financial instruments | |||||||
Fair value of financial instruments | |||||||
The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic 820, Fair Value Measurement and Disclosures, (“ASC 820”) established a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the financial instrument based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the financial instrument and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported or disclosed fair value of the financial instruments and is not a measure of the investment credit quality. Fair value measurements are classified and disclosed in one of the following three categories: | |||||||
· | Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | ||||||
· | Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. | ||||||
· | Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. | ||||||
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | |||||||
Financial instruments measured at fair value on a recurring basis include cash equivalents and marketable securities (Note 3) and warrants (Note 8). | |||||||
An entity may elect to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in net loss. The Company did not elect to measure any additional financial instruments or other items at fair value. The Company is also required to disclose the fair value of financial instruments not carried at fair value. The fair value of the Company’s long-term debt (Note 7) is determined using current applicable rates for similar instruments as of the balance sheet dates and assessment of the credit rating of the Company. The carrying value of the Company’s long-term debt approximates fair value because the Company’s interest rate yield is near current market rates. The Company’s long-term debt is considered a Level 3 liability within the fair value hierarchy. | |||||||
Except for the valuation methodology utilized to value the warrants to purchase redeemable securities (Note 8), there have been no changes to the valuation methods utilized by the Company during the years ended December 31, 2014, 2013, and 2012. The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the years ended December 31, 2014, 2013 and 2012. | |||||||
Derivative Instrument | |||||||
Derivative Instruments | |||||||
The Company occasionally issues financial instruments in which a derivative instrument is “embedded”. Upon issuing the financial instrument, the Company assesses whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the financial instrument (i.e., the host contract) and whether a separate, non-embedded instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that (1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and (2) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract and carried at fair value with any changes in fair value recorded in current period earnings. | |||||||
In connection with the issuance of the 2014 Term Loan (Note 7), the Company evaluated all features of the agreement noting none that required bifurcation under FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”). | |||||||
Property and equipment | |||||||
Property and equipment | |||||||
Property and equipment is stated at cost, less accumulated depreciation. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred, while costs of major additions and betterments are capitalized. Upon disposal, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statements of operations. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows: | |||||||
Asset | Estimated useful life | ||||||
Laboratory equipment | 5 years | ||||||
Furniture and office equipment | 5 years | ||||||
Computer equipment and software | 3-5 years | ||||||
Leasehold improvements | Shorter of the useful life or remaining lease term | ||||||
Impairment of long-lived assets | |||||||
Impairment of long-lived assets | |||||||
The Company evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value. The Company has not recognized any impairment losses in any reporting periods through December 31, 2014. | |||||||
Reverse stock split | |||||||
Reverse stock split | |||||||
On January 20, 2014, the Board of Directors and stockholders approved a 1-for-11.9 reverse stock split of the Company’s Common Stock, which was effected on January 21, 2014. Stockholders entitled to fractional shares as a result of the reverse stock split received a cash payment in lieu of receiving fractional shares upon the completion of our IPO. The Company’s historical share and per share information were retroactively adjusted to give effect to this reverse stock split. Shares of Common Stock underlying outstanding stock option were proportionately reduced and the respective exercise prices proportionately increased. Shares of Common Stock reserved for future issuance were presented on an as converted basis and the financial statements disclose the adjusted conversion ratios. | |||||||
Revenue recognition | |||||||
Revenue recognition | |||||||
The Company has generated revenue solely through research and development grants with private not-for-profit organizations and federal agencies for the development and commercialization of product candidates. | |||||||
The Company recognizes revenue in accordance with FASB ASC Topic 605, Revenue Recognition (“ASC 605”). Accordingly, revenue is recognized for each unit of accounting when all of the following criteria are met: | |||||||
· | persuasive evidence of an arrangement exist | ||||||
· | delivery has occurred or services have been rendered | ||||||
· | the fee is fixed or determinable | ||||||
· | collectability is reasonably assured | ||||||
Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as a current liability. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as a non-current liability. | |||||||
Grant revenue | |||||||
The Company has received grants from private not-for-profit organizations and federal agencies. Grant revenue consists of revenue earned from grants to conduct vaccine development research. Funds received in advance of services being performed are recorded as deferred revenue. Revenue under these grants is recognized as research services are performed. The Company recognized a total of $308 thousand, $731 thousand, and $2.0 million in 2014, 2013, and 2012, respectively, related to these grants. | |||||||
In September 2014, the Company received $1.2 million in the form of a grant entered into with the Bill & Melinda Gates Foundation for the identification of protective T cell antigens for malaria vaccines. The grant will allow for the continued expansion of the Company’s malaria antigen library and aid in the identification of novel protein antigens to facilitate the development of highly efficacious anti-infection malarial vaccines. The Company recognized revenue of $308 thousand under the agreement in the fourth quarter of 2014. | |||||||
Multiple-element arrangements | |||||||
The Company analyzes multiple-element arrangements based on the guidance in FASB ASC Topic 605-25, Revenue Recognition—Multiple-Element Arrangements (“ASC 605-25”). The Company applies this guidance to new arrangements as well as existing arrangements that contain multiple deliverables. The Company determines the elements, or deliverables, included in the arrangement and allocates consideration under the arrangement to the various elements based on each element’s relative selling price. The identification of individual elements in a multiple-element arrangement and the estimation of the selling price of each element involves significant judgment, including consideration as to whether each delivered element has stand-alone value to the collaborator. | |||||||
The Company determines the estimated selling price for deliverables within the arrangement using vendor-specific objective evidence (“VSOE”) of selling price, if available, or third-party evidence of selling price if VSOE was not available or the Company’s best estimate of selling price, if neither VSOE nor third-party evidence was available. The Company uses its best estimate of a selling price to estimate the selling price for licenses for its technology, know-how, and trademarks since it does not have VSOE or third-party evidence of selling price for these deliverables. In order to determine the best estimate of selling price, the Company considers market conditions, as well as entity- specific factors, including those factors contemplated in negotiating the agreements, as well as internally developed estimates that include assumptions related to the market opportunity, estimated development costs, probability of success, and the time needed to commercialize assays. In validating its best estimate of selling price, the Company evaluates whether changes in the key assumptions used to determine best estimate of selling price would have a significant effect on the allocation of arrangement consideration between deliverables. The Company recognizes consideration allocated to an individual element when all other revenue recognition criteria are met for that element, which generally occurs upon delivery or over the period in which services are provided. | |||||||
License agreement | |||||||
In 2012, the Company entered into a license agreement with a not-for-profit entity whereby the not-for-profit entity could utilize certain programs discovered or developed by the Company in certain developing countries. The Company did not receive any up-front consideration related to this agreement; however, the Company is entitled to receive reimbursement of a pro rata share of any payments, including milestone payments, that the Company is required to make under license agreements with third parties that comprise these programs. As of December 31, 2014, the licenses from third parties that comprise these programs have not been determined yet as these programs are either in the early stages of development or have not yet been identified. As a result, the Company is not currently eligible to receive any milestone payments under this arrangement. | |||||||
Concurrent with the execution of the license agreement, the not-for-profit entity also purchased 4,310,345 shares of the Company’s Series C Preferred Stock (Note 10). | |||||||
At the inception of the agreement, the Company evaluated whether each potential milestone payment that could be received from the not-for-profit entity for reimbursement of a portion of milestones owed to third parties from existing license agreements that could comprise these programs is substantive and at risk to both parties on the basis of the contingent nature of the milestone. The evaluation included an assessment of whether (a) the consideration is commensurate with either (i) the entity’s performance to achieve the milestone or (ii) the enhancement of the value of the delivered items as a result of a specific outcome resulting from the entity’s performance to achieve the milestone; (b) the consideration related solely to past performance; and (c) the consideration was reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluated factors such as the scientific, regulatory, and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone, and whether the milestone considerations are reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. Substantive, at-risk milestones are recognized as revenue when the milestone is achieved. | |||||||
As there was no up-front consideration, there were no amounts to allocate to the various deliverables. The milestones under the arrangement related to reimbursement for milestone payments by the Company owed to third parties for existing license agreements that could comprise these programs are considered to be substantive and at risk and will be recognized when earned. Since the licenses from third parties that could comprise these programs have not been determined yet, the amount and timing of such milestones cannot be determined at this time. | |||||||
Research and development expenses | |||||||
Research and development expenses | |||||||
Research and development costs are charged to expense as incurred in performing research and development activities. The costs include employee compensation costs, facilities and overhead, clinical study and related clinical manufacturing costs, regulatory and other related costs. | |||||||
Nonrefundable advanced payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. | |||||||
Stock-based compensation expense | |||||||
Stock-based compensation expense | |||||||
The Company accounts for its stock-based compensation awards to employees and directors in accordance with FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock, to be recognized in the statements of operations and comprehensive loss based on their grant date fair values. Compensation expense related to awards to employees is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and FASB ASC Topic 505, Equity, (“ASC 505”) and are expensed using an accelerated attribution model. | |||||||
The Company estimates the fair value of its stock options using the Black- Scholes option pricing model, which requires the input of subjective assumptions, including (a) the expected volatility of the Company’s stock price, (b) the expected term of the award, (c) the risk-free interest rate, (d) expected dividends and e) the estimated fair value of the Company’s common stock on the measurement date. Due to the limited operating history of the Company as a public entity and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. When selecting these public companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the stock-based awards. The Company computes historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Due to the lack of Company specific historical option activity, the Company has estimated the expected term of its employee stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. The expected term for non-employee awards is the remaining contractual term of the option. The risk-free interest rates are based on the U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company has never paid, and does not expect to pay dividends in the foreseeable future. Refer to Basis of presentation and use of estimates in Note 2 for a discussion of the Company’s estimated fair value of its common stock prior to the IPO. Following the closing of the Company’s IPO, the fair value of common stock is determined based on the quoted market price of the common stock. | |||||||
The Company is also required to estimate forfeitures at the time of grant, and revise those estimates in subsequent periods if actual forfeitures differ from its estimates. The Company uses historical data to estimate forfeitures and records stock-based compensation expense only for those awards that are expected to vest. To the extent that actual forfeitures differ from the Company’s estimates, the differences are recorded as a cumulative adjustment in the period the estimates were revised. Stock-based compensation expense recognized in the financial statements is based on awards that are ultimately expected to vest. | |||||||
Income taxes | |||||||
Income taxes | |||||||
Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes (“ACS 740”), which provides for deferred taxes using an asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. The Company has evaluated available evidence and concluded that the Company may not realize the benefit of its deferred tax assets; therefore a valuation allowance has been established for the full amount of the deferred tax assets. | |||||||
The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2014 and 2013, the Company does not have any significant uncertain tax positions. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. | |||||||
Net loss per share attributable to common stockholders | |||||||
Net loss per share attributable to common stockholders | |||||||
Basic net loss per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Net loss attributable to common stockholders is calculated by adjusting the net loss of the Company for cumulative preferred stock dividends and accretion of preferred stock issuance costs. During periods of income, the Company allocates participating securities a proportional share of income determined by dividing total weighted average participating securities by the sum of the total weighted average common shares and participating securities (the “two-class method”). The Company’s redeemable convertible preferred stock and restricted stock participate in any dividends declared by the Company and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. Diluted net loss per share attributable to common stockholders is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share attributable to common stockholders calculation, preferred stock, stock options, unvested restricted stock, and warrants are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders, as their effect would be anti-dilutive for all periods presented. Therefore, basic and diluted net loss per share were the same for all periods presented. | |||||||
Comprehensive loss | |||||||
Comprehensive loss | |||||||
Comprehensive loss consists of net income or loss and changes in equity during a period from transactions and other events and circumstances generated from non-owner sources. For all periods presented other comprehensive income (loss), if any, consists of unrealized gains and losses on the Company’s investments. | |||||||
Recent accounting pronouncements | |||||||
Recent accounting pronouncements | |||||||
Standard | Description | Date of adoption | Effect on the financial statements or other significant matters | ||||
Standards that are not yet adopted | |||||||
ASU 2014-09, Revenue from Contracts with Customers (Topic 606) | The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. | January 1, 2017 | At this time, the Company has not decided on which method it will use to adopt the new standard, nor has it determined the effects of the new guidelines on its results of operations and financial position. For the foreseeable future, the Company’s revenues will be limited to grants received from government agencies or nonprofit organizations, and the Company is evaluating the effects of the new standard on this type of revenue. | ||||
ASU No. 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). | The standard requires a company to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. | January 1, 2017 | The Company is evaluating the effects of the new standard, but does not expect it will have a material impact on its financial conditions, results of operations, or cash flows. | ||||
Standards that were adopted | |||||||
ASU No. 2014-10, Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation (“ASU 2014-10”) | The standard eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. | June 30, 2014 | The Company adopted ASU 2014-10 on June 30, 2014, and the adoption did not have a material impact on its financial statements. | ||||
Subsequent events | |||||||
Subsequent events | |||||||
The Company considers events or transactions that occur after the balance sheet date but prior to the date the financial statements are issued for potential recognition or disclosure in the financial statements. | |||||||
Summary_of_significant_account2
Summary of significant accounting policies (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Summary of significant accounting policies | |||||||
Schedule of estimated useful lives of assets | |||||||
Asset | Estimated useful life | ||||||
Laboratory equipment | 5 years | ||||||
Furniture and office equipment | 5 years | ||||||
Computer equipment and software | 3-5 years | ||||||
Leasehold improvements | Shorter of the useful life or remaining lease term | ||||||
Schedule of recent accounting pronouncements | |||||||
Standard | Description | Date of adoption | Effect on the financial statements or other significant matters | ||||
Standards that are not yet adopted | |||||||
ASU 2014-09, Revenue from Contracts with Customers (Topic 606) | The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. | January 1, 2017 | At this time, the Company has not decided on which method it will use to adopt the new standard, nor has it determined the effects of the new guidelines on its results of operations and financial position. For the foreseeable future, the Company’s revenues will be limited to grants received from government agencies or nonprofit organizations, and the Company is evaluating the effects of the new standard on this type of revenue. | ||||
ASU No. 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). | The standard requires a company to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. | January 1, 2017 | The Company is evaluating the effects of the new standard, but does not expect it will have a material impact on its financial conditions, results of operations, or cash flows. | ||||
Standards that were adopted | |||||||
ASU No. 2014-10, Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation (“ASU 2014-10”) | The standard eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. | June 30, 2014 | The Company adopted ASU 2014-10 on June 30, 2014, and the adoption did not have a material impact on its financial statements. | ||||
Cash_and_cash_equivalents_and_
Cash and cash equivalents and marketable securities (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Schedule of marketable securities | ||||||||||||||||
Marketable securities at December 31, 2014 consist of the following (in thousands): | ||||||||||||||||
Contracted | Amortized | Unrealized | Unrealized | Fair Value | ||||||||||||
Maturity | Cost | Gains | Losses | |||||||||||||
Current | ||||||||||||||||
U.S. Treasuries | 166-365 days | $ | 27,028 | $ | — | $ | (7 | ) | $ | 27,021 | ||||||
Total | $ | 27,028 | $ | — | $ | (7 | ) | $ | 27,021 | |||||||
Cash, cash equivalents and marketable securities | ||||||||||||||||
Schedule of cash, cash equivalents and marketable securities carried at fair value | The following table presents the cash, cash equivalents and marketable securities carried at fair value in accordance with the hierarchy defined in Note 2 (in thousands): | |||||||||||||||
Quoted prices | Significant | Significant | ||||||||||||||
in active | other | unobservable | ||||||||||||||
markets | observable | inputs | ||||||||||||||
inputs | ||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
December 31, 2014 | ||||||||||||||||
Cash | $ | 1,066 | $ | 1,066 | $ | — | $ | — | ||||||||
Money Market funds, included in cash equivalents | 18,992 | 18,992 | — | — | ||||||||||||
Marketable securities - U.S. treasuries | 27,021 | 27,021 | — | — | ||||||||||||
Total | $ | 47,079 | $ | 47,079 | $ | — | $ | — | ||||||||
December 31, 2013 | ||||||||||||||||
Cash | $ | 249 | $ | 249 | $ | — | $ | — | ||||||||
Money Market funds, included in cash equivalents | 11,959 | 11,959 | — | — | ||||||||||||
Total | $ | 12,208 | $ | 12,208 | $ | — | $ | — | ||||||||
Prepaid_expenses_and_other_cur1
Prepaid expenses and other current assets (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Prepaid expenses and other current assets | ||||||||
Schedule of prepaid expenses and other current assets | ||||||||
Prepaid expenses and other current assets consist of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Prepaid tenant improvement costs | $ | — | $ | 237 | ||||
Prepaid insurance | 90 | 7 | ||||||
Prepaid research and development costs | 664 | 190 | ||||||
Interest receivable | 21 | — | ||||||
Other | 188 | 76 | ||||||
Total | $ | 963 | $ | 510 | ||||
Property_and_equipment_net_Tab
Property and equipment, net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property and equipment, net | ||||||||
Schedule of property and equipment, net | ||||||||
Property and equipment, net consist of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Laboratory equipment | $ | 2,510 | $ | 1,694 | ||||
Furniture office equipment | 186 | 14 | ||||||
Computer equipment and software | 257 | 142 | ||||||
Leasehold improvements | 799 | 344 | ||||||
Total property and equipment | 3,752 | 2,194 | ||||||
Accumulated depreciation | (1,796 | ) | (1,329 | ) | ||||
Property and equipment, net | $ | 1,956 | $ | 865 | ||||
Accrued_expenses_and_other_cur1
Accrued expenses and other current liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued expenses and other current liabilities. | ||||||||
Schedule of accrued expenses and other current liabilities | ||||||||
Accrued expenses and other current liabilities consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Payroll and employee-related costs | $ | 1,066 | $ | 738 | ||||
Research and development costs | 1,117 | 323 | ||||||
Accrued professional fees | 270 | 303 | ||||||
Other | 33 | 54 | ||||||
Total | $ | 2,486 | $ | 1,418 | ||||
Longterm_debt_Tables
Long-term debt (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Long-Term Debt | |||||
Schedule of future principal payments on the new term loan | |||||
Future principal payments on the 2014 Term Loan are as follows (in thousands): | |||||
December 31, | |||||
2014 | |||||
2015 | $ | — | |||
2016 | 4,529 | ||||
2017 | 4,876 | ||||
2018 | 2,595 | ||||
Total | $ | 12,000 | |||
Warrants_Tables
Warrants (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Warrants | ||||||||||||||
Schedule of warrants outstanding | ||||||||||||||
Warrants outstanding represent the right to acquire the following number of shares (in thousands): | ||||||||||||||
December 31, | December 31, | |||||||||||||
2014 | 2013 | |||||||||||||
Warrants to purchase Series A Preferred Stock | — | 1,085 | ||||||||||||
Warrants to purchase Series B Preferred Stock | — | 517 | ||||||||||||
Warrants to purchase Series C Preferred Stock | — | 690 | ||||||||||||
Warrants to purchase Common Stock | 78 | — | ||||||||||||
Total | 78 | 2,292 | ||||||||||||
Schedule of changes in fair value of warrants to purchase redeemable securities measured on recurring basis | ||||||||||||||
The following table sets forth a summary of changes in the fair value of the Company’s warrants to purchase redeemable securities, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy wherein fair value is estimated using significant unobservable inputs (in thousands): | ||||||||||||||
Years ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Beginning balance | $ | 656 | $ | 246 | $ | 339 | ||||||||
Warrants issued | 188 | — | ||||||||||||
Change in fair value | 725 | 222 | (93 | ) | ||||||||||
Warrants exercised | (323 | ) | — | — | ||||||||||
Reclassification to accumulated paid-in capital | (1,058 | ) | — | — | ||||||||||
Ending balance | $ | — | $ | 656 | $ | 246 | ||||||||
Common stock | ||||||||||||||
Warrants | ||||||||||||||
Schedule of weighted average assumptions used to calculate the fair value of warrants | ||||||||||||||
November 20, | ||||||||||||||
2014 | ||||||||||||||
Fair value of underlying instrument | $ | 9.05 | ||||||||||||
Expected volatility | 70.0 | % | ||||||||||||
Expected term (in years) | 5.00 | |||||||||||||
Risk-free interest rate | 1.64 | % | ||||||||||||
Expected dividend yield | 0.0 | % | ||||||||||||
Warrants to purchase shares of series A preferred stock exercised, one | ||||||||||||||
Warrants | ||||||||||||||
Schedule of weighted average assumptions used to calculate the fair value of warrants | ||||||||||||||
January 29, | ||||||||||||||
2014 | ||||||||||||||
Fair value of underlying instrument | $ | 0.65 | ||||||||||||
Expected Volatility | 55.57 | % | ||||||||||||
Expected term (in years) | 0.04 | |||||||||||||
Risk-free interest rate | 1.52 | % | ||||||||||||
Expected dividend yield | 0.0 | % | ||||||||||||
Warrants to purchase shares of series A preferred stock exercised, two | ||||||||||||||
Warrants | ||||||||||||||
Schedule of weighted average assumptions used to calculate the fair value of warrants | ||||||||||||||
February 4, | ||||||||||||||
2014 | ||||||||||||||
Fair value of underlying instrument | $ | 0.65 | ||||||||||||
Expected Volatility | 55.03 | % | ||||||||||||
Expected term (in years) | 0.02 | |||||||||||||
Risk-free interest rate | 1.46 | % | ||||||||||||
Expected dividend yield | 0.0 | % | ||||||||||||
Warrants to purchase shares of series A preferred stock in cashless exercise | ||||||||||||||
Warrants | ||||||||||||||
Schedule of weighted average assumptions used to calculate the fair value of warrants | ||||||||||||||
February 10, | ||||||||||||||
2014 | ||||||||||||||
Fair value of underlying instrument | $ | 7.74 | ||||||||||||
Expected Volatility | 50.81 | % | ||||||||||||
Expected term (in years) | 0.003 | |||||||||||||
Risk-free interest rate | 1.48 | % | ||||||||||||
Expected dividend yield | 0.0 | % | ||||||||||||
Warrants to purchase redeemable convertible preferred stock automatically converted to warrants to purchase common stock | ||||||||||||||
Warrants | ||||||||||||||
Schedule of weighted average assumptions used to calculate the fair value of warrants | ||||||||||||||
February 10, | ||||||||||||||
2014 | ||||||||||||||
Fair value of underlying instrument | $ | 6.96 | ||||||||||||
Expected Volatility | 92.9 | % | ||||||||||||
Expected term (in years) | 8.66 | |||||||||||||
Risk-free interest rate | 2.43 | % | ||||||||||||
Expected dividend yield | 0.0 | % | ||||||||||||
Warrants to purchase redeemable securities | ||||||||||||||
Warrants | ||||||||||||||
Schedule of warrant to purchase redeemable securities liability measured at fair value | ||||||||||||||
The warrant to purchase redeemable securities liability measured at fair value as of December 31, 2013 is as follows (in thousands): | ||||||||||||||
Quoted | Significant | Significant | ||||||||||||
prices in | other | unobservable | ||||||||||||
active | observable | inputs | ||||||||||||
markets | inputs | |||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||
December 31, 2013 | ||||||||||||||
Warrants to purchase redeemable securities | $ | 656 | $ | — | $ | — | $ | 656 | ||||||
Total | $ | 656 | $ | — | $ | — | $ | 656 | ||||||
Commitments_and_contingencies_
Commitments and contingencies (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Commitments and contingencies | ||||||||
Schedule of minimum future lease payments under the operating leases | ||||||||
As of December 31, 2014, the minimum future lease payments under the 2012 Master Facilities Lease are as follows (in thousands): | ||||||||
Operating | ||||||||
lease | ||||||||
2015 | $ | 976 | ||||||
2016 | 1,012 | |||||||
2017 | 170 | |||||||
Total minimum lease payments | $ | 2,158 | ||||||
Schedule of restricted cash related to facilities leases | ||||||||
Restricted cash related to facilities leases consisted of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
2012 Facilities Sublease | $ | — | $ | 157 | ||||
2012 Master Facilities Lease | 316 | 158 | ||||||
Total | $ | 316 | $ | 315 | ||||
Common_stock_Tables
Common stock (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Common stock. | ||||||
Schedule of shares of common stock reserved for future issuance | ||||||
The Company has reserved for future issuances the following number of shares of Common Stock (in thousands): | ||||||
December 31, | December 31, | |||||
2014 | 2013 | |||||
Conversion of Seed Preferred Stock | — | 388 | ||||
Conversion of Series A Preferred Stock | — | 2,990 | ||||
Conversion of Series B Preferred Stock | — | 3,613 | ||||
Conversion of Series C Preferred Stock | — | 4,419 | ||||
Options to purchase Common Stock | 2,373 | 1,823 | ||||
Options to purchase Common Stock under ESPP | 185 | — | ||||
Warrants to purchase Series A Preferred Stock | — | 91 | ||||
Warrants to purchase Series B Preferred Stock | — | 43 | ||||
Warrants to purchase Series C Preferred Stock | — | 58 | ||||
Warrants to purchase Common Stock | 78 | — | ||||
2,636 | 13,425 | |||||
Stockbased_compensation_Tables
Stock-based compensation (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Stock-based compensation | ||||||||||||
Schedule of stock-based compensation expense for stock options granted to employees and non-employees | ||||||||||||
Total stock-based compensation expense is recognized for stock options granted to employees and non-employees and has been reported in the Company’s statements of operations as follows (in thousands): | ||||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Research and development | $ | 1,511 | $ | 322 | $ | 102 | ||||||
General and administrative | 1,394 | 350 | 205 | |||||||||
Total | $ | 2,905 | $ | 672 | $ | 307 | ||||||
Schedule of stock option activity for employees and nonemployees | ||||||||||||
The following table summarizes stock option activity for employees and nonemployees (shares in thousands): | ||||||||||||
Weighted- | ||||||||||||
Weighted- | Average | |||||||||||
Average | Remaining | Aggregate | ||||||||||
Exercise | Contractual | Intrinsic | ||||||||||
Shares | Price | Term (years) | Value | |||||||||
Outstanding at December 31, 2013 | 1,576 | $ | 2.66 | 7.64 | $ | 6,682 | ||||||
Granted | 1,065 | $ | 12.79 | |||||||||
Exercised | (282 | ) | $ | 2.42 | ||||||||
Canceled | (69 | ) | $ | 7.42 | ||||||||
Outstanding at December 31, 2014 | 2,290 | $ | 7.26 | 8.08 | $ | 5,332 | ||||||
Exercisable at December 31, 2014 | 1,029 | $ | 3.36 | 6.86 | $ | 4,198 | ||||||
Vested or expected to vest at December 31, 2014 | 2,078 | $ | 6.98 | 7.99 | $ | 5,123 | ||||||
Schedule of assumptions underlying common stock on each measurement date | ||||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Expected Volatility | 86.2%-103.6% | 97.10% | 99.20% | |||||||||
Risk-free interest rate | 1.75%-2.00% | 0.59%-1.83% | 0.99% | |||||||||
Expected term (in years) | 6.25 | 6.25 | 6.25 | |||||||||
Expected dividend yield | 0% | 0% | 0% | |||||||||
Income_taxes_Tables
Income taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income taxes | ||||||||
Schedule of the significant components of the deferred tax assets | The significant components of the Company’s deferred tax assets are comprised of the following (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Deferred tax assets: | ||||||||
U.S and state net operating loss carryforwards | $ | 39,721 | $ | 27,616 | ||||
Research and development credits | 3,655 | 2,749 | ||||||
Stock based compensation | 770 | 369 | ||||||
Purchased intangibles | 245 | 269 | ||||||
Capitalized organizational and start up expenditures | 153 | 173 | ||||||
Accruals and other temporary differences | 659 | 478 | ||||||
Total deferred tax assets | 45,203 | 31,654 | ||||||
Less valuation allowance | (45,203 | ) | (31,654 | ) | ||||
Net deferred tax assets | $ | — | $ | — | ||||
Schedule of a reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes | ||||||||
Years ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Federal income tax expense at statutory rate | 34.0 | % | 34.0 | % | 34.0 | % | ||
State income tax, net of federal benefit | 4.6 | % | 5.1 | % | 6.8 | % | ||
Permanent differences | (2.1 | )% | (0.9 | )% | (0.2 | )% | ||
Research and development credit | 1.8 | % | 3.6 | % | 0.0 | % | ||
Other | 0.1 | % | 0.0 | % | 0.0 | % | ||
Change in valuation allowance | (38.4 | )% | (41.8 | )% | (40.6 | )% | ||
Effective tax rate | 0.0 | % | 0.0 | % | 0.0 | % | ||
Net_loss_per_share_attributabl1
Net loss per share attributable to common stockholders (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Net loss per share attributable to common stockholders | ||||||||
Schedule of common stock equivalents, presented on converted basis, were excluded from calculation of net loss per share due to anti-dilutive effect | ||||||||
The following common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect (in thousands): | ||||||||
Years ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Preferred stock | — | 11,409 | 8,493 | |||||
Warrants | 78 | 193 | 135 | |||||
Outstanding options | 2,290 | 1,576 | 1,054 | |||||
Total | 2,368 | 13,178 | 9,682 | |||||
Quarterly_financial_informatio1
Quarterly financial information (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Quarterly financial information | ||||||||||||||
Schedule of quarterly financial information | ||||||||||||||
Three Months Ended, | ||||||||||||||
March 31, 2014 | June 30, 2014 | September 30, 2014 | December 31, 2014 | |||||||||||
Revenue | $ | — | $ | — | $ | — | $ | 308 | ||||||
Operating expenses | 6,373 | 6,909 | 8,958 | 11,234 | ||||||||||
Net loss | (7,329 | ) | (7,146 | ) | (9,171 | ) | (11,650 | ) | ||||||
Net loss per attributable to common stockholders | (7,509 | ) | (7,146 | ) | (9,171 | ) | (11,650 | ) | ||||||
Net loss per share attributable to common stockholders - basic and diluted | (0.76 | ) | (0.41 | ) | (0.53 | ) | (0.66 | ) | ||||||
Weighted-average number of common shares used in net loss per share attributable to common stockholders - basic and diluted | 9,859 | 17,346 | 17,465 | 17,696 | ||||||||||
Three Months Ended, | ||||||||||||||
March 31, 2013 | June 30, 2013 | September 30, 2013 | December 31, 2013 | |||||||||||
Revenue | $ | 259 | $ | 228 | $ | 224 | $ | 20 | ||||||
Operating expenses | 4,790 | 4,977 | 4,699 | 6,190 | ||||||||||
Net loss | (4,664 | ) | (4,957 | ) | (4,839 | ) | (6,346 | ) | ||||||
Net loss per attributable to common stockholders | (5,059 | ) | (5,357 | ) | (5,244 | ) | (6,751 | ) | ||||||
Net loss per share attributable to common stockholders - basic and diluted | $ | (17.09 | ) | $ | (18.10 | ) | $ | (17.72 | ) | $ | (22.50 | ) | ||
Weighted-average number of common shares used in net loss per share attributable to common stockholders - basic and diluted | 296 | 296 | 296 | 300 | ||||||||||
Organization_and_operations_De
Organization and operations (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
product | ||
Organization and operations | ||
Number of products in clinical development | 2 | |
Accumulated deficit | $115,427,000 | $80,131,000 |
Cash, cash equivalents and marketable securities | $47,100,000 |
Summary_of_significant_account3
Summary of significant accounting policies (Details) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Feb. 10, 2014 | Dec. 31, 2013 | |
Initial Public Offering | |||
Common stock, par value (in dollars per share) | $0.00 | $0.00 | |
Net proceeds of IPO excluding offering expenses payable | $59,974,000 | ||
Initial Public Offering | |||
Initial Public Offering | |||
Common stock, par value (in dollars per share) | $0.00 | ||
Issuance of common stock (in shares) | 5,500,000 | ||
Initial public offering price (in dollars per share) | $12 | ||
Net proceeds of IPO excluding offering expenses payable | 61,400,000 | ||
Offering expenses payable | $2,400,000 | ||
Number of shares of common stock after conversion of redeemable convertible preferred stock to common stock | 11,466,479 | ||
Employee and nonemployee performance based options vested (in shares) | 96,988 |
Summary_of_significant_account4
Summary of significant accounting policies (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
instrument | |||
segment | |||
Segment information | |||
Number of operating segments | 1 | ||
Number of geographical segments | 1 | ||
Cash, cash equivalents and investments in debt securities | |||
Maximum maturity period for a highly liquid investment to be considered cash and cash equivalents | 90 days | ||
Minimum maturity period for marketable securities | 90 days | ||
Concentrations of credit risk and off-balance sheet risk | |||
Number of financial instruments with off-balance sheet risk of loss | 0 | ||
Deferred initial public offering costs | |||
Public offering costs incurred in IPO | $2,400,000 | ||
Fair value of financial instruments | |||
Transfers of financial assets between levels | 0 | 0 | 0 |
Transfers of financial liabilities between levels | $0 | $0 | $0 |
Summary_of_significant_account5
Summary of significant accounting policies (Details 3) | 12 Months Ended |
Dec. 31, 2014 | |
Laboratory equipment | |
Property and equipment | |
Estimated useful life | 5 years |
Furniture and office equipment | |
Property and equipment | |
Estimated useful life | 5 years |
Computer equipment and software | Minimum | |
Property and equipment | |
Estimated useful life | 3 years |
Computer equipment and software | Maximum | |
Property and equipment | |
Estimated useful life | 5 years |
Summary_of_significant_account6
Summary of significant accounting policies (Details 4) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 20, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reverse stock split | ||||
Reverse stock split ratio | 0.084034 | |||
Grant revenue | ||||
Revenue from grants recognized as research services performed | $308 | $731 | $1,977 |
Summary_of_significant_account7
Summary of significant accounting policies (Details 5) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Dec. 31, 2014 | |
Grant revenue | |||||
Grant revenue | $308,000 | $731,000 | $1,977,000 | ||
Bill and Melinda Gates Foundation | |||||
Grant revenue | |||||
Grant received | 1,200,000 | ||||
Grant revenue | $308,000 |
Summary_of_significant_account8
Summary of significant accounting policies (Details 6) (License agreement, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
License agreement | |
Amount of up-front consideration | $0 |
Amount allocated to various deliverables | $0 |
Series C Preferred Stock | |
License agreement | |
Preferred stock issued (in shares) | 4,310,345 |
Summary_of_significant_account9
Summary of significant accounting policies (Details 7) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Net loss per share attributable to common stockholders | |
Amount of allocation of loss to participating securities | $0 |
Cash_and_cash_equivalents_and_1
Cash and cash equivalents and marketable securities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Cash, cash equivalents and marketable securities | ||
Total | $47,100 | |
Recurring | Quoted prices in active markets (Level 1) | ||
Cash, cash equivalents and marketable securities | ||
Cash | 1,066 | 249 |
Money Market funds, included in cash equivalents | 18,992 | 11,959 |
Marketable securities - U.S. treasuries | 27,021 | |
Total | 47,079 | 12,208 |
Recurring | Total | ||
Cash, cash equivalents and marketable securities | ||
Cash | 1,066 | 249 |
Money Market funds, included in cash equivalents | 18,992 | 11,959 |
Marketable securities - U.S. treasuries | 27,021 | |
Total | $47,079 | $12,208 |
Cash_and_cash_equivalents_and_2
Cash and cash equivalents and marketable securities (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Marketable securities | |
Fair Value, Total | $27,021,000 |
U.S. Treasuries | |
Marketable securities | |
U.S. Treasuries (due 166-365 days) Amortized Cost | 27,028,000 |
U.S. Treasuries (due 166-365 days) Unrealized Losses | -7,000 |
U.S. Treasuries (due 166-365 days) Fair Value | 27,021,000 |
Amortized Cost, Total | 27,028,000 |
Unrealized Losses, Total | -7,000 |
Fair Value, Total | 27,021,000 |
Aggregate fair value of marketable securities in an unrealized loss position | 24,000,000 |
Unrealized losses on marketable securities | 8,000 |
Aggregate fair value of marketable securities in an unrealized gain position | 3,000,000 |
Unrealized gains on marketable securities | $1,000 |
U.S. Treasuries | Minimum | |
Marketable securities | |
Contracted Maturity - U.S. Treasuries (due 166-365 days) | 166 days |
U.S. Treasuries | Maximum | |
Marketable securities | |
Contracted Maturity - U.S. Treasuries (due 166-365 days) | 365 days |
Prepaid_expenses_and_other_cur2
Prepaid expenses and other current assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Prepaid expenses and other current assets | ||
Prepaid tenant improvement costs | $237 | |
Prepaid insurance | 90 | 7 |
Prepaid research and development costs | 664 | 190 |
Interest receivable | 21 | |
Other | 188 | 76 |
Total | $963 | $510 |
Property_and_equipment_net_Det
Property and equipment, net (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property and equipment, net | |||
Total property and equipment | $3,752 | $2,194 | |
Accumulated depreciation | -1,796 | -1,329 | |
Property, Plant and Equipment, Net, Total | 1,956 | 865 | |
Depreciation expense | 469 | 318 | 300 |
Cost basis of fixed assets sold | 12 | ||
Net book value of fixed assets sold | 10 | ||
Gain on sale of fixed assets | 18 | ||
Laboratory equipment | |||
Property and equipment, net | |||
Total property and equipment | 2,510 | 1,694 | |
Furniture and office equipment | |||
Property and equipment, net | |||
Total property and equipment | 186 | 14 | |
Computer equipment and software | |||
Property and equipment, net | |||
Total property and equipment | 257 | 142 | |
Leasehold improvements | |||
Property and equipment, net | |||
Total property and equipment | $799 | $344 |
Accrued_expenses_and_other_cur2
Accrued expenses and other current liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued expenses and other current liabilities. | ||
Payroll and employee-related costs | $1,066 | $738 |
Research and development costs | 1,117 | 323 |
Accrued professional fees | 270 | 303 |
Other | 33 | 54 |
Total | $2,486 | $1,418 |
Longterm_debt_Details
Long-term debt (Details) (USD $) | 12 Months Ended | 32 Months Ended | 2 Months Ended | 0 Months Ended | |||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | 1-May-12 | Nov. 20, 2014 | Sep. 30, 2013 | Feb. 10, 2014 | Mar. 01, 2012 | Oct. 31, 2011 | Dec. 19, 2013 | |
payment | payment | ||||||||||
Long-Term Debt | |||||||||||
Exercisable amount (in shares) | 78,000 | 2,292,000 | 78,000 | ||||||||
Repay indebtedness | $10,401,000 | $4,245,000 | $1,164,000 | ||||||||
Loss on debt extinguishment | 435,000 | 200,000 | |||||||||
Warrants to purchase shares of series B preferred stock | |||||||||||
Long-Term Debt | |||||||||||
Exercisable amount (in shares) | 517,000 | ||||||||||
Warrants to purchase shares of series C preferred stock | |||||||||||
Long-Term Debt | |||||||||||
Exercisable amount (in shares) | 690,000 | ||||||||||
Common stock | |||||||||||
Long-Term Debt | |||||||||||
Exercisable amount (in shares) | 78,000 | 78,000 | 105,297 | ||||||||
Line of Credit | 2011 Term Loan | |||||||||||
Long-Term Debt | |||||||||||
Debt financing | 5,000,000 | ||||||||||
Draw downs | 5,000,000 | ||||||||||
Interest rate (as a percent) | 8.00% | ||||||||||
Number of monthly payments of principal and accrued interest | 36 | ||||||||||
Period of monthly payments of principal and accrued interest | 36 months | ||||||||||
Percentage of advance payment on final repayment date | 6.50% | ||||||||||
Line of Credit | 2011 Term Loan | Warrants to purchase shares of series B preferred stock | |||||||||||
Long-Term Debt | |||||||||||
Exercisable amount (in shares) | 517,242 | ||||||||||
Line of Credit | 2011 Term Loan | Common stock | |||||||||||
Long-Term Debt | |||||||||||
Number of shares that may be purchased by warrant | 43,465 | 43,465 | |||||||||
Exercise price of warrant (in dollars per share) | $6.90 | 6.9 | |||||||||
Line of Credit | 2011 Term Loan | Prime rate | |||||||||||
Long-Term Debt | |||||||||||
Interest rate (as a percent) | 8.00% | 8.00% | |||||||||
Spread on variable rate basis (as a percent) | 4.75% | 5.00% | |||||||||
Line of Credit | 2013 Term Loan | |||||||||||
Long-Term Debt | |||||||||||
Debt financing | 10,000,000 | ||||||||||
Draw downs | 3,500,000 | ||||||||||
Remaining borrowing capacity | 6,500,000 | ||||||||||
Interest rate (as a percent) | 8.00% | ||||||||||
Percentage of advance payment on final repayment date | 2.00% | ||||||||||
Number of shares that may be purchased by warrant | 57,954 | 57,954 | |||||||||
Repay indebtedness | 9,800,000 | ||||||||||
Loss on debt extinguishment | 200,000 | ||||||||||
Period of monthly payments of accrued interest | 9 months | ||||||||||
Number of payments of principal | 33 | ||||||||||
Outstanding borrowings | 0 | 10,000,000 | 0 | ||||||||
Interest expense | 813,000 | 124,000 | |||||||||
Line of Credit | 2013 Term Loan | Other income / expense | |||||||||||
Long-Term Debt | |||||||||||
Loss on debt extinguishment | 435,000 | ||||||||||
Line of Credit | 2013 Term Loan | Warrants to purchase shares of series C preferred stock | |||||||||||
Long-Term Debt | |||||||||||
Number of shares that may be purchased by warrant | 689,655 | ||||||||||
Exercise price of warrant (in dollars per share) | $0.58 | ||||||||||
Line of Credit | 2013 Term Loan | Common stock | |||||||||||
Long-Term Debt | |||||||||||
Exercise price of warrant (in dollars per share) | $6.90 | 6.9 | |||||||||
Line of Credit | 2014 Term Loan | |||||||||||
Long-Term Debt | |||||||||||
Debt financing | 27,000,000 | ||||||||||
Extended term | 6 months | ||||||||||
Number of monthly payments of principal and accrued interest | 30 | ||||||||||
Prepayment, written notice period | 7 days | ||||||||||
Prepayment charge, first twelve months (as a percent) | 3.00% | ||||||||||
Prepayment charge, between twelve months and twenty four months (as a percent) | 2.00% | ||||||||||
Prepayment charge, after twenty four months (as a percent) | 1.00% | ||||||||||
Additional interest rate (as a percent) | 5.00% | ||||||||||
End of Term Charge (as a percent) | 4.95% | ||||||||||
Attachment or judgment on the Company's assets causing an event of default, minimum | 100,000,000 | ||||||||||
Default of the Company's involving indebtedness causing an event of default, minimum | 100,000,000 | ||||||||||
Debt discount | 210,000 | ||||||||||
Outstanding borrowings | 12,000,000 | 12,000,000 | |||||||||
Interest expense | 143,000,000 | 0 | |||||||||
Line of Credit | 2014 Term Loan | Other current assets | |||||||||||
Long-Term Debt | |||||||||||
Financing costs | 103,000 | ||||||||||
Line of Credit | 2014 Term Loan, First Tranche | |||||||||||
Long-Term Debt | |||||||||||
Debt financing | 17,000,000 | ||||||||||
Draw downs | 12,000,000 | ||||||||||
Line of Credit | 2014 Term Loan, Second Tranche | |||||||||||
Long-Term Debt | |||||||||||
Debt financing | 5,000,000 | ||||||||||
Net proceeds from an equity financing and/or strategic corporate partnership, minimum | 40,000,000 | ||||||||||
Interest rate (as a percent) | 7.25% | ||||||||||
Line of Credit | 2014 Term Loan, Second Tranche | Prime rate | |||||||||||
Long-Term Debt | |||||||||||
Variable rate basis (as a percent) | 7.25% | ||||||||||
Spread on variable rate basis (as a percent) | -5.00% | ||||||||||
Line of Credit | 2014 Term Loan, Third Tranche | |||||||||||
Long-Term Debt | |||||||||||
Debt financing | 5,000,000 | ||||||||||
Hercules Technology Growth Capital, Inc. | Common stock | |||||||||||
Long-Term Debt | |||||||||||
Exercisable amount (in shares) | 73,725 | ||||||||||
Warrant, exercisable, value | 607,500 | ||||||||||
Exercise price of warrant (in dollars per share) | $8.24 | ||||||||||
Expected term | 5 years | ||||||||||
Private Placement | |||||||||||
Long-Term Debt | |||||||||||
Issuance of common stock | 1,964,000 | ||||||||||
Private Placement | Common Stock | |||||||||||
Long-Term Debt | |||||||||||
Issuance of common stock | 223,000 | ||||||||||
Private Placement | Hercules Technology Growth Capital, Inc. | |||||||||||
Long-Term Debt | |||||||||||
Issuance of common stock | 2,000,000 | ||||||||||
Subsequent private placement equity financings, amount | 2,000,000 | ||||||||||
Financing costs allocated to additional paid-in capital | $36,000,000 | ||||||||||
Private Placement | Hercules Technology Growth Capital, Inc. | Common Stock | |||||||||||
Long-Term Debt | |||||||||||
Issuance of common stock (in shares) | 223,463 |
Longterm_debt_Details_2
Long-term debt (Details 2) (2014 Term Loan, Line of Credit, USD $) | Dec. 31, 2014 |
2014 Term Loan | Line of Credit | |
Future principal payments | |
2016 | $4,529,000 |
2017 | 4,876,000 |
2018 | 2,595,000 |
Total | $12,000,000 |
Warrants_Details
Warrants (Details) (USD $) | 0 Months Ended | ||||||||
Apr. 23, 2014 | Feb. 12, 2014 | Feb. 10, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 29, 2014 | Feb. 04, 2014 | |
Warrants | |||||||||
Warrants (in shares) | 78,000 | 2,292,000 | |||||||
Warrants | $656,000 | $246,000 | $339,000 | ||||||
Recurring | Significant unobservable inputs (Level 3) | |||||||||
Warrants | |||||||||
Warrants | 656,000 | ||||||||
Warrants to purchase redeemable convertible preferred stock | |||||||||
Warrants | |||||||||
Warrants (in shares) | 2,291,512 | ||||||||
Warrants to purchase redeemable convertible preferred stock | Recurring | Total | |||||||||
Warrants | |||||||||
Warrants | 656,000 | ||||||||
Warrants to purchase redeemable convertible preferred stock | Recurring | Total | Significant unobservable inputs (Level 3) | |||||||||
Warrants | |||||||||
Warrants | 656,000 | ||||||||
Warrants to purchase shares of series A preferred stock | |||||||||
Warrants | |||||||||
Warrants (in shares) | 1,085,000 | ||||||||
Warrants to purchase shares of series A preferred stock exercised, one | |||||||||
Warrants | |||||||||
Warrants (in shares) | 21,695 | ||||||||
Warrants to purchase shares of series A preferred stock exercised, one | Total | |||||||||
Warrants | |||||||||
Warrants | 7,783 | ||||||||
Warrants to purchase shares of series A preferred stock exercised, two | |||||||||
Warrants | |||||||||
Warrants (in shares) | 28,926 | ||||||||
Warrants to purchase shares of series A preferred stock exercised, two | Total | |||||||||
Warrants | |||||||||
Warrants | 10,357 | ||||||||
Warrants to purchase shares of series A preferred stock in cashless exercise | |||||||||
Warrants | |||||||||
Warrants (in shares) | 987,840 | ||||||||
Series A Preferred stock resulting from the cashless exercise of warrants (in shares) | 57,954 | 43,465 | 316,932 | ||||||
Common Stock resulting from the automatic conversion of Series A Preferred stock (in shares) | 37,250 | 16,593 | 26,633 | ||||||
Warrants to purchase shares of series A preferred stock in cashless exercise | Total | |||||||||
Warrants | |||||||||
Warrants | 304,423 | ||||||||
Warrants to purchase shares of series B preferred stock | |||||||||
Warrants | |||||||||
Warrants (in shares) | 517,000 | ||||||||
Warrants to purchase shares of series C preferred stock | |||||||||
Warrants | |||||||||
Warrants (in shares) | 690,000 | ||||||||
Warrants to purchase redeemable convertible preferred stock automatically converted to warrants to purchase common stock | |||||||||
Warrants | |||||||||
Warrants (in shares) | 1,253,051 | 3,878 | |||||||
Common stock | |||||||||
Warrants | |||||||||
Warrants (in shares) | 105,297 | 78,000 | |||||||
Common stock | Total | |||||||||
Warrants | |||||||||
Warrants | 1,058,269 |
Warrants_Details_2
Warrants (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Changes in the fair value of warrants to purchase redeemable securities, which represents a recurring measurement | |||
Beginning balance | $656 | $246 | $339 |
Class of Warrant or Right, Warrants Issued, Amount | 188 | ||
Change in fair value | 725 | 222 | -93 |
Warrants exercised | -323 | ||
Reclassification to accumulated paid-in capital | -1,058 | ||
Ending balance | $656 | $246 | |
Percentage of fair value of warrants to purchase redeemable securities attributable to OPM Backsolve method | 35.00% | ||
Percentage of fair value of warrants to purchase redeemable securities attributable to PWERM | 65.00% |
Warrants_Details_3
Warrants (Details 3) (USD $) | 12 Months Ended | 0 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 29, 2014 | Feb. 04, 2014 | Apr. 23, 2014 | Feb. 12, 2014 | Feb. 10, 2014 | Nov. 20, 2014 | Dec. 31, 2011 | |
Warrants | ||||||||||
Amount recognized in additional paid-in capital | $334,000 | |||||||||
Warrants (in shares) | 78,000 | 2,292,000 | ||||||||
Warrants | 656,000 | 246,000 | 339,000 | |||||||
Weighted average assumptions used to calculate the fair value of warrants | ||||||||||
Change in fair value | 725,000 | 222,000 | -93,000 | |||||||
Warrants to purchase shares of series A preferred stock exercised, one | ||||||||||
Warrants | ||||||||||
Warrants (in shares) | 21,695 | |||||||||
Weighted average assumptions used to calculate the fair value of warrants | ||||||||||
Fair value of underlying instrument (in dollars per share) | $0.65 | |||||||||
Expected Volatility (as a percent) | 55.57% | |||||||||
Expected term | 15 days | |||||||||
Risk-free interest rate (as a percent) | 1.52% | |||||||||
Expected dividend yield (as a percent) | 0.00% | |||||||||
Change in fair value | 2,142 | |||||||||
Warrants to purchase shares of series A preferred stock exercised, one | Total | ||||||||||
Warrants | ||||||||||
Warrants | 7,783 | |||||||||
Warrants to purchase shares of series A preferred stock exercised, two | ||||||||||
Warrants | ||||||||||
Warrants (in shares) | 28,926 | |||||||||
Weighted average assumptions used to calculate the fair value of warrants | ||||||||||
Fair value of underlying instrument (in dollars per share) | $0.65 | |||||||||
Expected Volatility (as a percent) | 55.03% | |||||||||
Expected term | 7 days | |||||||||
Risk-free interest rate (as a percent) | 1.46% | |||||||||
Expected dividend yield (as a percent) | 0.00% | |||||||||
Change in fair value | 2,839 | |||||||||
Warrants to purchase shares of series A preferred stock exercised, two | Total | ||||||||||
Warrants | ||||||||||
Warrants | 10,357 | |||||||||
Warrants to purchase shares of series A preferred stock in cashless exercise | ||||||||||
Warrants | ||||||||||
Warrants (in shares) | 987,840 | |||||||||
Series A Preferred stock resulting from the cashless exercise of warrants (in shares) | 57,954 | 43,465 | 316,932 | |||||||
Common Stock resulting from the automatic conversion of Series A Preferred stock (in shares) | 37,250 | 16,593 | 26,633 | |||||||
Weighted average assumptions used to calculate the fair value of warrants | ||||||||||
Fair value of underlying instrument (in dollars per share) | $7.74 | |||||||||
Expected Volatility (as a percent) | 50.81% | |||||||||
Expected term | 1 day | |||||||||
Risk-free interest rate (as a percent) | 1.48% | |||||||||
Expected dividend yield (as a percent) | 0.00% | |||||||||
Change in fair value | 46,581 | |||||||||
Warrants to purchase shares of series A preferred stock in cashless exercise | Total | ||||||||||
Warrants | ||||||||||
Warrants | 304,423 | |||||||||
Common stock | ||||||||||
Warrants | ||||||||||
Warrants (in shares) | 78,000 | 105,297 | ||||||||
Weighted average assumptions used to calculate the fair value of warrants | ||||||||||
Change in fair value | 673,040 | |||||||||
Common stock | Total | ||||||||||
Warrants | ||||||||||
Warrants | 1,058,269 | |||||||||
Common stock | Hercules Technology Growth Capital, Inc. | ||||||||||
Warrants | ||||||||||
Amount recognized in additional paid-in capital | 334,000 | |||||||||
Warrants (in shares) | 73,725 | |||||||||
Warrant, exercisable, value | $607,500 | |||||||||
Exercise price of warrant (in dollars per share) | $8.24 | |||||||||
Weighted average assumptions used to calculate the fair value of warrants | ||||||||||
Fair value of underlying instrument (in dollars per share) | $9.05 | |||||||||
Expected Volatility (as a percent) | 70.00% | |||||||||
Expected term | 5 years | |||||||||
Risk-free interest rate (as a percent) | 1.64% | |||||||||
Expected dividend yield (as a percent) | 0.00% | |||||||||
Warrants to purchase redeemable convertible preferred stock automatically converted to warrants to purchase common stock | ||||||||||
Warrants | ||||||||||
Warrants (in shares) | 3,878 | 1,253,051 | ||||||||
Weighted average assumptions used to calculate the fair value of warrants | ||||||||||
Fair value of underlying instrument (in dollars per share) | $6.96 | |||||||||
Expected Volatility (as a percent) | 92.90% | |||||||||
Expected term | 8 years 7 months 28 days | |||||||||
Risk-free interest rate (as a percent) | 2.43% | |||||||||
Expected dividend yield (as a percent) | 0.00% |
Commitments_and_contingencies_1
Commitments and contingencies (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Commitments and contingencies | |||
Amount expensed related to supply agreements | $23,727 | $15,695 | $11,240 |
Agreement to license certain intellectual property | Harvard University | |||
Commitments and contingencies | |||
Annual maintenance fees and clinical milestones incurred | 157 | 83 | 83 |
Agreement to license certain intellectual property | Novavax | |||
Commitments and contingencies | |||
Amount expensed related to supply agreements | 402 | 0 | 290 |
Agreement to license certain intellectual property | University of Washington | |||
Commitments and contingencies | |||
Amount expensed related to supply agreements | $24 | $45 | $15 |
Commitments_and_contingencies_2
Commitments and contingencies (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Commitments and contingencies | |||
Amount expensed related to supply agreements | $23,727 | $15,695 | $11,240 |
Supply agreement | Third party vendor | |||
Commitments and contingencies | |||
Amount expensed related to supply agreements | 791 | 1,500 | 180,000 |
Supply agreement | Fujifilm | |||
Commitments and contingencies | |||
Amount expensed related to supply agreements | $3,500 | $0 | $0 |
Commitments_and_contingencies_3
Commitments and contingencies (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Minimum future lease payments under operating leases | |||
2015 | $976 | ||
2016 | 1,012 | ||
2017 | 170 | ||
Total minimum lease payments | 2,158 | ||
Rent expense | $803 | $476 | $1,100 |
Commitments_and_contingencies_4
Commitments and contingencies (Details 4) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Restricted cash related to facilities leases | ||
Restricted cash | $316 | $315 |
2012 Facilities Sublease | ||
Restricted cash related to facilities leases | ||
Restricted cash | 157 | |
2012 Master Facilities Lease | ||
Restricted cash related to facilities leases | ||
Restricted cash | $316 | $158 |
Redeemable_convertible_preferr1
Redeemable convertible preferred stock (Details) (USD $) | 0 Months Ended | ||
Feb. 10, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Class of Stock [Line Items] | |||
Redeemable convertible preferred stock, shares authorized | 321,340,959 | ||
Initial Public Offering | |||
Class of Stock [Line Items] | |||
Number of shares of common stock after conversion of redeemable convertible preferred stock to common stock | 11,466,479 | ||
Seed convertible preferred stock | |||
Class of Stock [Line Items] | |||
Redeemable convertible preferred stock, shares authorized | 4,615,385 | 0 | |
Redeemable convertible preferred stock, par value (in dollars per share) | 0.001 | ||
Series A redeemable convertible preferred stock | |||
Class of Stock [Line Items] | |||
Redeemable convertible preferred stock, shares authorized | 36,661,538 | 0 | |
Redeemable convertible preferred stock, par value (in dollars per share) | 0.001 | ||
Series B redeemable convertible preferred stock | |||
Class of Stock [Line Items] | |||
Redeemable convertible preferred stock, shares authorized | 35,098,520 | 0 | |
Redeemable convertible preferred stock, par value (in dollars per share) | 0.001 | ||
Series C redeemable convertible preferred stock | |||
Class of Stock [Line Items] | |||
Redeemable convertible preferred stock, shares authorized | 53,275,861 | 0 | |
Redeemable convertible preferred stock, par value (in dollars per share) | 0.001 |
Common_stock_Details
Common stock (Details) (USD $) | 12 Months Ended | 101 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
director | |||
Vote | |||
Common stock | |||
Common stock, shares authorized | 175,000,000 | 175,000,000 | |
Common stock, par value (in dollars per share) | $0.00 | $0.00 | 0.001 |
Common stock, shares issued | 17,869,235 | 17,869,235 | 327,000 |
Common stock, shares outstanding | 17,852,389 | 17,852,389 | 303,000 |
Number of vote for each share | 1 | ||
Number of directors that can be elected by the common stockholders | 1 | ||
Number of directors | 8 | ||
Dividend declared | $0 | $0 | |
Dividend paid | $0 | ||
Shares of common stock reserved for future issuance | |||
Total common shares reserved for future issuance | 2,636,000 | 2,636,000 | 13,425,000 |
Warrants to purchase shares of series A preferred stock | |||
Shares of common stock reserved for future issuance | |||
Total common shares reserved for future issuance | 91,000 | ||
Warrants to purchase shares of series B preferred stock | |||
Shares of common stock reserved for future issuance | |||
Total common shares reserved for future issuance | 43,000 | ||
Warrants to purchase shares of series C preferred stock | |||
Shares of common stock reserved for future issuance | |||
Total common shares reserved for future issuance | 58,000 | ||
Common stock | |||
Shares of common stock reserved for future issuance | |||
Total common shares reserved for future issuance | 78,000 | 78,000 | |
Seed convertible preferred stock | |||
Shares of common stock reserved for future issuance | |||
Total common shares reserved for future issuance | 388,000 | ||
Series A redeemable convertible preferred stock | |||
Shares of common stock reserved for future issuance | |||
Total common shares reserved for future issuance | 2,990,000 | ||
Series B redeemable convertible preferred stock | |||
Shares of common stock reserved for future issuance | |||
Total common shares reserved for future issuance | 3,613,000 | ||
Series C redeemable convertible preferred stock | |||
Shares of common stock reserved for future issuance | |||
Total common shares reserved for future issuance | 4,419,000 | ||
Outstanding options | |||
Common stock | |||
Options exercised (in shares) | 282,000 | ||
Shares of common stock reserved for future issuance | |||
Total common shares reserved for future issuance | 2,373,000 | 2,373,000 | 1,823,000 |
Employee stock purchase plan | |||
Shares of common stock reserved for future issuance | |||
Total common shares reserved for future issuance | 185,000 | 185,000 | |
Restricted common stock | |||
Common stock | |||
Vesting period | 4 years | ||
Number of shares issued | 35,964 | ||
Number of shares vested | 19,124 | ||
Number of shares subject to repurchase by entity | 16,840 | 24,615 | |
Director | Outstanding options | |||
Common stock | |||
Options exercised (in shares) | 31,092 |
Stockbased_compensation_Detail
Stock-based compensation (Details) (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 10, 2014 |
Stock-based compensation | ||||
Common shares that may be issued | 2,636,000 | 13,425,000 | ||
Stock-based compensation expense | $2,905 | $672 | $307 | |
Performance-based stock options | ||||
Stock-based compensation | ||||
Number of options probable to achieve performance-based milestones | 96,988 | |||
Stock-based compensation expense | 453 | |||
Options outstanding (in shares) | 56,336 | |||
Employee stock purchase plan | ||||
Stock-based compensation | ||||
Common shares that may be issued | 185,000 | |||
Outstanding options | ||||
Stock-based compensation | ||||
Common shares that may be issued | 2,373,000 | 1,823,000 | ||
Options outstanding (in shares) | 2,290,000 | 1,576,000 | ||
Stock options granted (in shares) | 1,064,640 | 559,742 | 54,883 | |
2014 Equity Plan | ||||
Stock-based compensation | ||||
Number of shares authorized | 903,494 | |||
2014 Equity Plan | Maximum | ||||
Stock-based compensation | ||||
Percentage applied on total number of shares of common stock outstanding on previous calendar year for automatic inclusion in the plan | 4.00% | |||
2007 Equity Plan | ||||
Stock-based compensation | ||||
Number of shares available for grant | 219,765 | |||
2007 Equity Plan | Outstanding options | Consultants and members of its Scientific Advisory Board | ||||
Stock-based compensation | ||||
Stock-based compensation expense | 324 | 143 | 18 | |
Vesting period | 4 years | |||
Term of exercising options from the date of grant | 10 years | |||
Stock options granted (in shares) | 44,345 | 49,127 | ||
2007 Equity Plan and 2014 Equity Plan | Outstanding options | ||||
Stock-based compensation | ||||
Common shares that may be issued | 2,373,348 | |||
Number of shares available for grant | 0 | |||
2014 ESPP | Employee stock purchase plan | ||||
Stock-based compensation | ||||
Number of shares authorized | 200,776 | |||
Stock-based compensation expense | $43 | |||
Option period | 6 months |
Stockbased_compensation_Detail1
Stock-based compensation (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock Based Compensation Expense | |||
Stock-based compensation expense | $2,905 | $672 | $307 |
Research and development | |||
Stock Based Compensation Expense | |||
Stock-based compensation expense | 1,511 | 322 | 102 |
General and administrative | |||
Stock Based Compensation Expense | |||
Stock-based compensation expense | $1,394 | $350 | $205 |
Stockbased_compensation_Detail2
Stock-based compensation (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Fair value of each employee stock award on the grant date and the assumptions regarding the fair value of the underlying common stock | |||
Expected volatility (as a percent) | 97.10% | 99.20% | |
Risk-free interest rate (as a percent) | 0.99% | ||
Expected term | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Minimum | |||
Fair value of each employee stock award on the grant date and the assumptions regarding the fair value of the underlying common stock | |||
Expected volatility (as a percent) | 86.20% | ||
Risk-free interest rate (as a percent) | 1.75% | 0.59% | |
Maximum | |||
Fair value of each employee stock award on the grant date and the assumptions regarding the fair value of the underlying common stock | |||
Expected volatility (as a percent) | 103.60% | ||
Risk-free interest rate (as a percent) | 0.59% | 1.83% | |
Outstanding options | |||
Shares | |||
Outstanding at the beginning of the period (in shares) | 1,576,000 | ||
Granted (in shares) | 1,064,640 | 559,742 | 54,883 |
Exercised (in shares) | -282,000 | ||
Canceled (in shares) | -69,000 | ||
Outstanding at the end of the period (in shares) | 2,290,000 | 1,576,000 | |
Exercisable at the end of the period (in shares) | 1,029,000 | ||
Vested or expected to vest at the end of the period (in shares) | 2,078,000 | ||
Weighted - Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | 2.66 | ||
Granted (in dollars per share) | 10.11 | 3.41 | 1.31 |
Exercised (in dollars per share) | 2.4 | ||
Canceled (in dollars per share) | 7.4 | ||
Outstanding at the end of the period (in dollars per share) | 7.26 | 2.66 | |
Exercisable at the end of the period (in dollars per share) | 3.36 | ||
Vested or expected to vest at the end of the period (in dollars per share) | 6.98 | ||
Weighted- Average Remaining Contractual Term | |||
Outstanding at the end of the period | 8 years 29 days | 7 years 7 months 21 days | |
Exercisable at the end of the period | 6 years 10 months 10 days | ||
Vested or expected to vest at the end of the period | 7 years 11 months 27 days | ||
Aggregate Intrinsic Value | |||
Outstanding at the beginning of the period (in dollars ) | 6,682,000 | ||
Exercised (in dollars) | 3,100,000 | ||
Outstanding at the end of the period (in dollars ) | 5,332,000 | 6,682,000 | |
Exercisable at the end of the period (in dollars ) | 4,198,000 | ||
Vested or expected to vest at the end of the period (in dollars ) | 5,123,000 | ||
Number of shares expected to vest upon the occurrence of the IPO | 2,078,000 | ||
Expected term for recognition of unrecognized compensation cost | 3 years 2 months 23 days | ||
Employee stock options | |||
Aggregate Intrinsic Value | |||
Total unrecognized compensation cost | 9,400,000 | ||
Non-employee Stock Option | |||
Aggregate Intrinsic Value | |||
Total unrecognized compensation cost | 55,000 |
Stockbased_compensation_Detail3
Stock-based compensation (Details 4) (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 10, 2014 |
Additional disclosures | ||||
Stock-based compensation expense | $2,905 | $672 | $307 | |
Performance-based stock options | ||||
Additional disclosures | ||||
Number of options probable to achieve performance-based milestones | 96,988 | |||
Stock-based compensation expense | 453 | |||
Options outstanding (in shares) | 56,336 | |||
Employee stock purchase plan | 2014 ESPP | ||||
Additional disclosures | ||||
Number of shares of common stock authorized under the plan | 200,776 | |||
Option period | 6 months | |||
Shares remaining for future issuance (in shares) | 185,154 | |||
Number of shares issued | 15,622 | |||
Stock-based compensation expense | $43 |
401k_Savings_plan_Details
401(k) Savings plan (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2007 | |
401(k) Savings plan | ||
Contributions made by employer to the plan | $0 | $0 |
Income_taxes_Details
Income taxes (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Deferred tax assets: | |||
U.S and state net operating loss carryforwards | $39,721,000 | $27,616,000 | |
Research and development credits | 3,655,000 | 2,749,000 | |
Stock based compensation | 770,000 | 369,000 | |
Purchased intangibles | 245,000 | 269,000 | |
Capitalized organizational and start up expenditures | 153,000 | 173,000 | |
Accruals and other temporary differences | 659,000 | 478,000 | |
Total deferred tax assets | 45,203,000 | 31,654,000 | |
Less valuation allowance | -45,203,000 | -31,654,000 | |
Increase in valuation allowance | $13,400,000 | $8,700,000 | |
Reconciliation of income tax expense | |||
Federal income tax expense at statutory rate (as a percent) | 34.00% | 34.00% | 34.00% |
State income tax, net of federal benefit (as a percent) | 4.60% | 5.10% | 6.80% |
Permanent differences (as a percent) | -2.10% | -0.90% | -0.20% |
Research and development credit (as a percent) | 1.80% | 3.60% | 0.00% |
Other (as a percent) | 0.10% | 0.00% | 0.00% |
Change in valuation allowance (as a percent) | -38.40% | -41.80% | -40.60% |
Effective tax rate (as a percent) | 0.00% | 0.00% | 0.00% |
Income_taxes_Details_2
Income taxes (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | |
Income taxes | |||
Unrecognized accrued interest or penalties related to uncertain tax positions | $0 | $0 | $0 |
Uncertain tax position | 0 | 0 | 0 |
Number of years for which amount of tax benefit will not be recognized as an uncertain tax position | 2 years | ||
U.S. federal | |||
Income taxes | |||
Net operating loss carryforwards | 71,400,000 | 105,000,000 | 51,700,000 |
Deductions related to stock options | 1,900,000 | ||
U.S. state | |||
Income taxes | |||
Net operating loss carryforwards | 64,500,000 | 90,500,000 | 49,000,000 |
Deductions related to stock options | 130,000 | ||
Research and development | U.S. federal | |||
Income taxes | |||
Tax credit carryforwards | 1,900,000 | 2,600,000 | 1,200,000 |
Research and development | U.S. state | |||
Income taxes | |||
Tax credit carryforwards | $1,300,000 | $1,700,000 | $929,000 |
Net_loss_per_share_attributabl2
Net loss per share attributable to common stockholders (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect | |||
Common stock equivalents (in shares) | 2,368 | 13,178 | 9,682 |
Preferred stock | |||
Common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect | |||
Common stock equivalents (in shares) | 11,409 | 8,493 | |
Warrants | |||
Common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect | |||
Common stock equivalents (in shares) | 78 | 193 | 135 |
Outstanding options | |||
Common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect | |||
Common stock equivalents (in shares) | 2,290 | 1,576 | 1,054 |
Quarterly_financial_informatio2
Quarterly financial information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly financial information | |||||||||||
Revenue | $308 | $20 | $224 | $228 | $259 | ||||||
Operating expenses | 11,234 | 8,958 | 6,909 | 6,373 | 6,190 | 4,699 | 4,977 | 4,790 | 33,474 | 20,656 | 14,930 |
Net loss | -11,650 | -9,171 | -7,146 | -7,329 | -6,346 | -4,839 | -4,957 | -4,664 | -35,296 | -20,806 | -13,367 |
Net loss attributable to common stockholders | ($11,650) | ($9,171) | ($7,146) | ($7,509) | ($6,751) | ($5,244) | ($5,357) | ($5,059) | ($35,476) | ($22,411) | ($15,148) |
Net loss per share attributable to common stockholders-basic and diluted (in dollars per share) | ($0.66) | ($0.53) | ($0.41) | ($0.76) | ($22.50) | ($17.72) | ($18.10) | ($17.09) | ($2.27) | ($75.46) | ($51.35) |
Weighted-average number of common shares used in net loss per share attributable to common stockholders - basic and diluted | 17,696 | 17,465 | 17,346 | 9,859 | 300 | 296 | 296 | 296 | 15,618 | 297 | 295 |