Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 23, 2013 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 30-Sep-13 | |
Document Fiscal Year Focus | 2013 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | CEMPRA, INC. | |
Entity Central Index Key | 1461993 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 33,192,972 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current assets | ||
Cash and equivalents | $110,403,348 | $70,108,754 |
Receivables | 974,778 | |
Prepaid expenses | 324,725 | 264,981 |
Total current assets | 111,702,851 | 70,373,735 |
Furniture, fixtures and equipment, net | 72,359 | 43,217 |
Deposits | 322,298 | 321,394 |
Total assets | 112,097,508 | 70,738,346 |
Current liabilities | ||
Accounts payable | 3,888,586 | 2,171,633 |
Accrued expenses | 422,795 | 341,918 |
Accrued payroll and benefits | 714,953 | 604,548 |
Deferred revenue | 22,848 | |
Warrant liability | 821,138 | |
Current portion of long-term debt | 1,085,361 | 2,226,610 |
Total current liabilities | 6,955,681 | 5,344,709 |
Deferred revenue | 5,641,740 | |
Long-term debt | 13,435,309 | 7,623,285 |
Total liabilities | 26,032,730 | 12,967,994 |
Commitments and contingencies | ||
Shareholder's Equity | ||
Common stock; $.001par value; 80,000,000 shares authorized; 24,903,774 and 33,186,656 issued and outstanding at December 31, 2012 and September 30, 2013 | 33,187 | 24,904 |
Additional paid-in capital | 235,462,570 | 178,970,975 |
Deficit accumulated during the development stage | -149,430,979 | -121,225,527 |
Total shareholders' equity | 86,064,778 | 57,770,352 |
Total liabilities and shareholders' equity | $112,097,508 | $70,738,346 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Statement Of Financial Position [Abstract] | ||
Common shares, par value | $0.00 | $0.00 |
Common shares authorized | 80,000,000 | 80,000,000 |
Common shares issued | 33,186,656 | 24,903,774 |
Common shares, shares outstanding | 33,186,656 | 24,903,774 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 94 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Revenue | |||||
Contract research | $1,172,268 | $1,404,608 | $1,404,608 | ||
License | 4,335,412 | 4,335,412 | |||
Total revenue | 1,172,268 | 5,740,020 | 5,740,020 | ||
Operating expenses | |||||
Research and development | 11,919,394 | 3,156,011 | 25,617,340 | 12,456,062 | 109,344,900 |
General and administrative | 2,167,234 | 1,494,824 | 6,895,937 | 4,244,278 | 28,458,397 |
Total operating expenses | 14,086,628 | 4,650,835 | 32,513,277 | 16,700,340 | 137,803,297 |
Loss from operations | -12,914,360 | -4,650,835 | -26,773,257 | -16,700,340 | -132,063,277 |
Other income (expense) | |||||
Interest income | 3,152 | 675 | 16,419 | 106,589 | 1,489,529 |
Interest expense | -736,288 | -330,955 | -1,448,614 | -1,065,049 | -7,087,936 |
Other income | 488,958 | ||||
Other income (expense), net | -733,136 | -330,280 | -1,432,195 | -958,460 | -5,109,449 |
Net loss and comprehensive loss | -13,647,496 | -4,981,115 | -28,205,452 | -17,658,800 | -137,172,726 |
Accretion of redeemable convertible preferred shares | -313,588 | -14,002,842 | |||
Net loss attributable to common shareholders | ($13,647,496) | ($4,981,115) | ($28,205,452) | ($17,972,388) | ($151,175,568) |
Basic and diluted net loss attributable to common shareholders per share | ($0.41) | ($0.24) | ($1) | ($0.97) | |
Basic and diluted weighted average shares outstanding | 33,184,322 | 21,038,008 | 28,187,011 | 18,450,507 |
Consolidated_Statements_of_Red
Consolidated Statements of Redeemable Preferred Shares and Shareholders' Equity (Deficit) (USD $) | Total | Series A Preferred Shares [Member] | Series B Preferred Shares [Member] | Series C Preferred Shares [Member] | Common Shares [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Deficit During the Development Stage [Member] |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||
Beginning balance at Nov. 18, 2005 | ||||||||
Beginning balance, shares at Nov. 18, 2005 | ||||||||
Net loss | -26,463 | -26,463 | ||||||
Ending balance at Dec. 31, 2005 | -26,463 | -26,463 | ||||||
Ending balance, shares at Dec. 31, 2005 | ||||||||
Beginning balance at Nov. 18, 2005 | ||||||||
Beginning balance, shares at Nov. 18, 2005 | ||||||||
Series C Warrant | -5,174,381 | |||||||
Beneficial conversion costs of Series B preferred shares | 104,077 | |||||||
Reclassification of warrant liability to additional paid-in capital | 1,033,647 | |||||||
Reclassification of additional paid-in capital to warrant liability | -241,587 | |||||||
Net loss | -137,172,726 | |||||||
Ending balance at Sep. 30, 2013 | 86,064,778 | |||||||
Ending balance, shares at Sep. 30, 2013 | ||||||||
Beginning balance at Dec. 31, 2005 | -26,463 | -26,463 | ||||||
Beginning balance, shares at Dec. 31, 2005 | ||||||||
Issuance of common shares to founders | 171 | 171 | ||||||
Issuance of common shares to founders, shares | 179,825 | |||||||
Issuance of preferred shares, net of share issuance costs | 7,346,745 | |||||||
Issuance of common shares for service | 14,583 | 14,583 | ||||||
Issuance of preferred shares, net of issuance costs, shares | 789,191 | |||||||
Issuance of common shares for service, shares | 30,702 | |||||||
Issuance of common shares for license agreement | 91,362 | 91,362 | ||||||
Issuance of common shares for license agreement, shares | 64,311 | |||||||
Issuance of preferred shares, net of share issuance costs | 7,346,745 | |||||||
Issuance of preferred shares, net of issuance costs, shares | 789,191 | |||||||
Accretion of redeemable convertible preferred shares | -232,782 | 232,782 | -122,443 | -110,339 | ||||
Share-based compensation | 16,327 | 16,327 | ||||||
Net loss | -2,228,948 | -2,228,948 | ||||||
Ending balance at Dec. 31, 2006 | -2,365,750 | 7,579,527 | -2,365,750 | |||||
Ending balance, shares at Dec. 31, 2006 | 789,191 | 274,838 | ||||||
Issuance of common shares upon exercise of options | 5,250 | 5,250 | ||||||
Issuance of common shares upon exercise of options, shares | 8,947 | |||||||
Issuance of preferred shares, net of share issuance costs | 14,779,563 | 9,956,318 | ||||||
Issuance of preferred shares, net of issuance costs, shares | 1,557,895 | 809,717 | ||||||
Conversion of Series A preferred shares to common shares upon financing participation default | 523,644 | -523,644 | 523,644 | |||||
Conversion of Series A preferred shares to common shares upon financing participation default, shares | -55,120 | 55,120 | ||||||
Issuance of common shares to CEO | 124,950 | 124,950 | ||||||
Issuance of common shares to CEO, shares | 77,368 | |||||||
Issuance of common shares for license agreement | 99,055 | 99,055 | ||||||
Issuance of common shares for license agreement, shares | 61,335 | |||||||
Issuance of preferred shares, net of share issuance costs | 14,779,563 | 9,956,318 | ||||||
Issuance of preferred shares, net of issuance costs, shares | 1,557,895 | 809,717 | ||||||
Accretion of redeemable convertible preferred shares | -1,626,057 | 1,526,057 | 100,000 | -808,919 | -817,138 | |||
Share-based compensation | 56,020 | 56,020 | ||||||
Net loss | -8,075,240 | -8,075,240 | ||||||
Ending balance at Dec. 31, 2007 | -11,258,128 | 23,361,503 | 10,056,318 | -11,258,128 | ||||
Ending balance, shares at Dec. 31, 2007 | 2,291,966 | 809,717 | 477,608 | |||||
Issuance of common shares upon exercise of options | 13,113 | 13,113 | ||||||
Issuance of common shares upon exercise of options, shares | 13,469 | |||||||
Accretion of redeemable convertible preferred shares | -2,537,660 | 1,731,269 | 806,390 | -106,124 | -2,431,536 | |||
Share-based compensation | 93,011 | 93,011 | ||||||
Net loss | -14,902,317 | -14,902,317 | ||||||
Ending balance at Dec. 31, 2008 | -28,591,981 | 25,092,772 | 10,862,708 | -28,591,981 | ||||
Ending balance, shares at Dec. 31, 2008 | 2,291,966 | 809,717 | 491,077 | |||||
Issuance of preferred shares, net of share issuance costs | 25,248,268 | |||||||
Issuance of preferred shares, net of issuance costs, shares | 2,488,675 | |||||||
Series C Warrant | -5,174,381 | |||||||
Issuance of preferred shares, net of share issuance costs | 25,248,268 | |||||||
Issuance of preferred shares, net of issuance costs, shares | 2,488,675 | |||||||
Accretion of redeemable convertible preferred shares | -2,291,433 | 667,997 | 301,946 | 1,321,490 | -123,404 | -2,168,029 | ||
Beneficial conversion costs of Series B preferred shares | -73,995 | 73,995 | -73,995 | |||||
Share-based compensation | 123,404 | 123,404 | ||||||
Net loss | -18,611,814 | -18,611,814 | ||||||
Ending balance at Dec. 31, 2009 | -49,445,819 | 25,760,769 | 11,238,649 | 21,395,377 | -49,445,819 | |||
Ending balance, shares at Dec. 31, 2009 | 2,291,966 | 809,717 | 2,488,675 | 491,077 | ||||
Issuance of common shares upon exercise of options | 8,250 | 8,250 | ||||||
Issuance of common shares upon exercise of options, shares | 3,947 | |||||||
Issuance of preferred shares, net of share issuance costs | 20,490,721 | |||||||
Issuance of preferred shares, net of issuance costs, shares | 2,000,700 | |||||||
Series C Warrant | 8,597,116 | |||||||
Issuance of preferred shares, net of share issuance costs | 20,490,721 | |||||||
Issuance of preferred shares, net of issuance costs, shares | 2,000,700 | |||||||
Accretion of redeemable convertible preferred shares | -3,238,263 | 24,464 | 6,390 | 3,207,407 | -174,061 | -3,064,202 | ||
Beneficial conversion costs of Series B preferred shares | -30,082 | 30,082 | -30,082 | |||||
Share-based compensation | 165,811 | 165,811 | ||||||
Net loss | -19,674,924 | -19,674,924 | ||||||
Ending balance at Dec. 31, 2010 | -72,215,027 | 25,785,233 | 11,275,121 | 53,690,621 | -72,215,027 | |||
Ending balance, shares at Dec. 31, 2010 | 2,291,966 | 809,717 | 4,489,375 | 495,024 | ||||
Issuance of common shares upon exercise of options | 69,932 | 69,932 | ||||||
Issuance of common shares upon exercise of options, shares | 38,815 | |||||||
Accretion of redeemable convertible preferred shares | -3,763,061 | 24,464 | 6,391 | 3,732,206 | -513,717 | -3,249,344 | ||
Share-based compensation | 443,785 | 443,785 | ||||||
Net loss | -21,220,779 | -21,220,779 | ||||||
Ending balance at Dec. 31, 2011 | -96,685,150 | 25,809,697 | 11,281,512 | 57,422,827 | -96,685,150 | |||
Ending balance, shares at Dec. 31, 2011 | 2,291,966 | 809,717 | 4,489,375 | 533,839 | ||||
Issuance of common shares upon exercise of options | 34,508 | 10 | 34,498 | |||||
Issuance of common shares upon exercise of options, shares | 10,351 | |||||||
Issuance of common stock upon initial public offering, net of issuance costs of $4.7 million | 53,194,341 | 9,660 | 53,184,681 | |||||
Issuance of common stock upon initial public offering, net of issuance of costs of $4.7 million, shares | 9,660,000 | |||||||
Issuance of common stock upon private placement, net of issuance costs of $1.7 million | 23,511,963 | 3,865 | 23,508,098 | |||||
Issuance of common stock upon private placement, net of issuance costs of $1.7 million, shares | 3,864,461 | |||||||
Conversion of common shares to common stock | 534 | -534 | ||||||
Conversion of common shares to common stock, shares | -533,839 | 533,839 | ||||||
Accretion of redeemable convertible preferred shares | -313,588 | 2,038 | 533 | 311,017 | -313,588 | |||
Conversion of redeemable convertible preferred shares to common stock upon initial public offering | 94,827,624 | -25,811,735 | -11,282,045 | -57,733,844 | 9,959 | 94,817,665 | ||
Conversion of redeemable convertible preferred shares to common stock upon initial public offering, shares | -2,291,966 | -809,717 | -4,489,375 | 9,958,502 | ||||
Conversion of convertible notes payable to common stock upon initial public offering | 4,724,534 | 876 | 4,723,658 | |||||
Conversion of convertible notes payable to common stock upon initial public offering, shares | 876,621 | |||||||
Reclassification of warrant liability to additional paid-in capital | 1,033,647 | 1,033,647 | ||||||
Share-based compensation | 1,669,262 | 1,669,262 | ||||||
Net loss | -24,226,789 | -24,226,789 | ||||||
Ending balance at Dec. 31, 2012 | 57,770,352 | 24,904 | 178,970,975 | -121,225,527 | ||||
Ending balance, shares at Dec. 31, 2012 | 24,903,774 | |||||||
Issuance of common shares upon exercise of options, shares | ||||||||
Conversion of redeemable convertible preferred shares to common stock upon initial public offering, shares | 9,958,502 | |||||||
Share-based compensation | 2,480,137 | 2,480,137 | ||||||
Issuance of common stock upon exercise of warrants | 53,664 | 9 | 53,655 | |||||
Issuance of common stock upon exercise of warrants, shares | 8,944 | |||||||
Issuance of common stock upon public offering, net of issuance cost of $3.7 million | 54,207,664 | 8,274 | 54,199,390 | |||||
Issuance of common stock upon public offering, net of issuance cost of $3.7 million, shares | 8,273,938 | |||||||
Reclassification of additional paid-in capital to warrant liability | -241,587 | -241,587 | ||||||
Net loss | -28,205,452 | -28,205,452 | ||||||
Ending balance at Sep. 30, 2013 | $86,064,778 | $33,187 | $235,462,570 | ($149,430,979) | ||||
Ending balance, shares at Sep. 30, 2013 | 33,186,656 |
Consolidated_Statements_of_Red1
Consolidated Statements of Redeemable Preferred Shares and Shareholders' Equity (Deficit) (Parenthetical) (USD $) | 12 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2007 | Dec. 31, 2006 | Dec. 31, 2007 | Dec. 31, 2010 | Dec. 31, 2009 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | |
Series A Preferred Shares [Member] | Series A Preferred Shares [Member] | Series B Preferred Shares [Member] | Series C Preferred Shares [Member] | Series C Preferred Shares [Member] | Common Stock [Member] | IPO [Member] | Private Placement [Member] | |
Common Stock [Member] | Common Stock [Member] | |||||||
Issuance cost | $20,435 | $150,570 | $43,682 | $9,279 | $251,733 | $3,700,000 | $4,700,000 | $1,700,000 |
Issuance cost | $20,435 | $150,570 | $43,682 | $9,279 | $251,733 | $3,700,000 | $4,700,000 | $1,700,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | 94 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Operating activities | |||
Net loss | ($28,205,452) | ($17,658,800) | ($137,172,726) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation | 21,546 | 41,880 | 263,389 |
Issuance of common shares for service | 14,583 | ||
Issuance of common shares for license agreement | 190,418 | ||
Share-based compensation | 2,480,137 | 1,189,182 | 5,172,707 |
Change in fair value of warrant liabilities | 118,407 | -87,204 | 3,449,208 |
Amortization of debt issuance costs | 432,291 | 267,949 | 1,182,254 |
Changes in operating assets and liabilities | |||
Receivables | -974,778 | -974,778 | |
Prepaid expenses | -59,744 | 123,358 | -324,725 |
Deposits | -904 | -311,524 | -322,298 |
Accounts payable | 1,716,953 | -1,654,242 | 3,888,584 |
Accrued expenses | 80,877 | -52,394 | 679,740 |
Accrued payroll and benefits | 110,405 | 81,200 | 714,952 |
Deferred revenue | 5,664,588 | 5,664,588 | |
Net cash used in operating activities | -18,615,674 | -18,060,595 | -117,574,104 |
Investing activities | |||
Purchases of furniture, fixtures and equipment | -50,688 | -8,437 | -335,747 |
Purchase of investments | -14,306,177 | ||
Proceeds from sale of investments | 14,306,177 | ||
Net cash used in investing activities | -50,688 | -8,437 | -335,747 |
Financing activities | |||
Proceeds from borrowing on convertible promissory notes | 8,100,000 | ||
Proceeds from borrowing on long-term debt | 5,238,327 | 15,238,327 | |
Payments on long-term debt | -238,327 | -238,327 | |
Proceeds from exercise of stock options and warrants | 53,664 | 34,508 | 184,887 |
Proceeds from issuance of common stock, net of underwriting discounts | 54,407,814 | 54,777,800 | 132,697,576 |
Payment of offering costs | -200,150 | -702,716 | -2,259,307 |
Payment of debt issuance costs | -300,372 | -607,270 | |
Proceeds from issuance of redeemable convertible preferred shares | 75,197,313 | ||
Net cash provided by financing activities | 58,960,956 | 54,109,592 | 228,313,199 |
Net change in cash and equivalents | 40,294,594 | 36,040,560 | 110,403,348 |
Cash and equivalents at beginning of the period | 70,108,754 | 15,602,264 | |
Cash and equivalents at end of the period | 110,403,348 | 51,642,824 | 110,403,348 |
Supplemental cash flow information | |||
Cash paid for interest | 846,422 | 679,111 | 1,766,936 |
Non-cash investing and financing activities | |||
Accretion of redeemable convertible preferred shares | 313,588 | 14,002,845 | |
Allocation of the Class C proceeds to the Class C Purchase Option | 5,174,381 | ||
Allocation of the convertible note proceeds to warrant | 852,485 | ||
Allocation of the long-term debt proceeds to warrant | 461,144 | 734,238 | |
Conversion of convertible notes payable and accrued interest into common stock | 4,724,534 | ||
Conversion of redeemable convertible preferred shares into common stock | 94,827,625 | ||
Reclassification of warrant liability to additional paid-in capital | 1,033,647 | ||
Reclassification of additional paid-in capital to warrant liability | 241,587 | 241,587 | |
Series B Preferred Shares [Member] | |||
Non-cash investing and financing activities | |||
Beneficial conversion costs of Series B preferred shares | 104,077 | ||
Series A Preferred Shares [Member] | |||
Non-cash investing and financing activities | |||
Notes payable converted into Series A redeemable convertible preferred shares | 3,100,000 | ||
Series C Preferred Shares [Member] | |||
Non-cash investing and financing activities | |||
Conversion of the Class C Purchase Option | ($8,597,116) |
Description_of_Business
Description of Business | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | |
Description of Business | 1. Description of Business |
Cempra, Inc. (the “Company” or “Cempra”, previously known as Cempra Holdings, LLC) is the successor entity of Cempra Pharmaceuticals, Inc. which was incorporated on November 18, 2005 and commenced operations in January 2006. Cempra is located in Chapel Hill, North Carolina, and is a pharmaceutical company developing medicines to treat drug-resistant bacterial infections in the community and hospital. | |
On February 2, 2012, Cempra Holdings, LLC converted from a Delaware limited liability company to a Delaware corporation and was renamed Cempra, Inc. As a result of the corporate conversion, the holders of both common and preferred shares of Cempra Holdings, LLC became holders of shares of common stock of Cempra, Inc. Holders of options to purchase common shares of Cempra Holdings, LLC became holders of options to purchase shares of common stock of Cempra, Inc. Holders of notes convertible into preferred shares of Cempra Holdings, LLC and associated warrants exercisable for preferred shares of Cempra Holdings, LLC became holders of shares of common stock and warrants to purchase shares of common stock of Cempra, Inc. | |
The Company is in its development stage as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915, Development Stage Entities. The Company’s activities since inception have consisted principally of acquiring product and technology rights, raising capital and performing research and development activities. Since inception, the Company has incurred significant losses from operations and expects losses to continue for the foreseeable future. The Company’s success depends primarily on the successful development and regulatory approval of its product candidates and its ability to obtain adequate financing. As of September 30, 2013, the Company has incurred losses since inception of $137.2 million. The Company expects to continue to incur losses and require additional financial resources to advance its products to either the commercial stage or liquidity events. | |
There can be no assurance that the Company will be able to obtain additional debt or equity financing or generate revenues from collaborative partners on terms acceptable to the Company, on a timely basis or at all. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations and financial condition. |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2. Basis of Presentation |
Principles of Consolidation and Basis of Presentation | |
The accompanying consolidated financial statements include the accounts and results of operations of Cempra, Inc. and its wholly owned subsidiaries. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. | |
Unaudited Interim Financial Data | |
The accompanying interim consolidated financial statements are unaudited. These unaudited financial statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2012 contained in the Company’s Annual Report on Form 10-K. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position as of September 30, 2013 and the results of operations and cash flows for the three months and nine months ended September 30, 2012 and 2013. The December 31, 2012 consolidated balance sheet included herein was derived from audited consolidated financial statements, but does not include all disclosures including notes required by GAAP for complete financial statements. | |
Use of Estimates | |
The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Receivables | |
Receivables consist of amounts billed and earned but unbilled under the Company’s contract with the Biomedical Advanced Research and Development Authority of the U.S. Department of Health and Human Services (“BARDA”). Receivables under the BARDA contract are recorded as qualifying research activities are conducted and invoices from the Company’s vendors are received. Unbilled receivables are also recorded based upon work estimated to be complete for which the Company has not received vendor invoices. The Company carries its accounts receivable at cost less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance based on its history of collections and write-offs and the current status of all receivables. The Company does not accrue interest on trade receivables. If accounts become uncollectible, they will be written off through a charge to the allowance for doubtful accounts. The Company has not recorded an allowance for doubtful accounts as management believes all receivables are fully collectible. | |
Clinical Trial Accruals | |
As part of the process of preparing financial statements, the Company is required to estimate its expenses resulting from its obligation under contracts with vendors and consultants and clinical site agreements in connection with conducting clinical trials. The Company’s objective is to reflect the appropriate clinical trial expenses in its financial statements by matching those expenses with the period in which services and efforts are expended. The Company accounts for these expenses according to the progress of the trial as measured by patient progression and the timing of various aspects of the trial. The Company determines accrual estimates through discussion with applicable personnel and outside service providers as to the progress of trials, or the services completed. During the course of a clinical trial, the Company adjusts its rate of clinical trial expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each balance sheet date in its financial statements based on facts and circumstances known at that time. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of status and timing of services performed relative to the actual status and timing of services performed may vary and may result in the Company reporting amounts that are too high or too low for any particular period. Through September 30, 2013, there had been no material adjustments to the Company’s prior period estimates of accrued expenses for clinical trials. The Company’s clinical trial accrual is dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. | |
Revenue Recognition | |
The Company’s revenue generally consists of research related revenue under federal contracts and licensing revenue related to non-refundable upfront fees, milestone payments and royalites earned under license agreements. Revenue is recognized when the following criteria are met: (1) persuasive evidence that an arrangement exists; (2) delivery of the products and/or services has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. | |
For arrangements that involve the delivery of more than one element, each product, service and/or right to use assets is evaluated to determine whether it qualifies as a separate unit of accounting. This determination is based on whether the deliverable has “stand-alone value” to the customer. The consideration that is fixed or determinable is then allocated to each separate unit of accounting based on the relative selling prices of each deliverable. The consideration allocated to each unit of accounting is recognized as the related goods and services are delivered, limited to the consideration that is not contingent upon future deliverables. When an arrangement is accounted for as a single unit of accounting, the Company determines the period over which the performance obligations will be performed and revenue recognized. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Investments All Other Investments [Abstract] | |||||||||||||||||
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments | ||||||||||||||||
The carrying values of cash equivalents, receivables, prepaid expenses, and accounts payable at September 30, 2013 approximated their fair values due to the short-term nature of these items. | |||||||||||||||||
The Company’s valuation of financial instruments is based on a three-tiered approach, which requires that fair value measurements be classified and disclosed in one of three tiers. These tiers are: Level 1, defined as quoted prices in active markets for identical assets or liabilities; Level 2, defined as valuations based on observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable input data; and Level 3, defined as valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. | |||||||||||||||||
At December 31, 2012 and September 30, 2013, these financial instruments and respective fair values have been classified as follows: | |||||||||||||||||
Quoted Prices | Significant | Significant | Balance at | ||||||||||||||
in Active | Other | Unobservable | December 31, | ||||||||||||||
Markets for | Observable | Inputs | 2012 | ||||||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Money Market Funds | $ | 67,783,021 | $ | — | $ | — | 67,783,021 | ||||||||||
Total assets at fair value: | $ | 67,783,021 | $ | — | $ | — | $ | 67,783,021 | |||||||||
Quoted Prices | Significant | Significant | Balance at | ||||||||||||||
in Active | Other | Unobservable | September 30, | ||||||||||||||
Markets for | Observable | Inputs | 2013 | ||||||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Money Market Funds | $ | 106,661,559 | $ | — | $ | — | 106,661,559 | ||||||||||
Total assets at fair value: | $ | 106,661,559 | $ | — | $ | — | $ | 106,661,559 | |||||||||
Liabilities: | |||||||||||||||||
Warrant liabilities | $ | — | $ | — | $ | 821,138 | 821,138 | ||||||||||
$ | — | $ | — | $ | 821,138 | $ | 821,138 | ||||||||||
The change in the fair value measurement using significant unobservable inputs (Level 3) is summarized below: | |||||||||||||||||
Balance at December 31, 2012 | $ | — | |||||||||||||||
Allocation of long-term debt proceeds to warrant (Unaudited) | 461,144 | ||||||||||||||||
Reclassification of additional paid-in capital to warrant (Unaudited) | 241,587 | ||||||||||||||||
Change in fair value recorded as interest income (Unaudited) | (14,355 | ) | |||||||||||||||
Change in fair value recorded as interest expense (Unaudited) | 132,762 | ||||||||||||||||
Balance at September 30, 2013 (Unaudited) | $ | 821,138 | |||||||||||||||
The December 2011 Note, which is classified as a level 2 liability (see Note 8) has a variable interest rate and, accordingly, its carrying value approximates its fair value. At September 30, 2013, the carrying value was $14.5 million. There were no transfers between levels of the fair value hierarchy in the three and nine months ended September 30, 2013. |
Significant_Agreements_and_Con
Significant Agreements and Contracts | 9 Months Ended |
Sep. 30, 2013 | |
Text Block [Abstract] | |
Significant Agreements and Contracts | 4. Significant Agreements and Contracts |
License Agreements | |
Optimer Pharmaceuticals, Inc. | |
In March 2006, the Company, through its wholly owned subsidiary, Cempra Pharmaceuticals, Inc., entered into a Collaborative Research and Development and License Agreement (“Optimer Agreement”) with Optimer Pharmaceuticals, Inc. (“Optimer”). Under the terms of the Optimer Agreement, the Company acquired exclusive rights to further develop and commercialize certain Optimer technology worldwide, excluding member nations of the Association of Southeast Asian Nations. | |
In exchange for this license, during 2006 and 2007, the Company issued an aggregate of 125,646 common shares with a total fair value of $190,418 to Optimer. These issuances to Optimer were expensed as incurred in research and development expense. | |
In July 2010, the Company paid a $500,000 milestone payment to Optimer after the successful completion of its first solithromycin Phase 1 program. In July 2012, the Company paid a $1,000,000 milestone after the successful completion of its first solithromycin Phase 2 program. Both milestones were expensed as incurred in research and development expense. Under the terms of the Optimer Agreement, the Company will owe Optimer additional payments, contingent upon the achievement of various development, regulatory and commercialization milestone events. The aggregate amount of such milestone payments the Company may need to pay is based in part on the number of products developed under the agreement and would total $27,500,000 (including payments made to date) if four products are developed through FDA approval. The Company will also pay tiered mid-single-digit royalties based on the amount of annual net sales of its approved products. | |
The Scripps Research Institute | |
In June 2012, the Company entered into a license agreement with The Scripps Research Institute (“TSRI”), whereby TSRI licensed to the Company rights, with rights of sublicense, to make, use, sell, and import products for human or animal therapeutic use that use or incorporate one or more macrolides as an active pharmaceutical ingredient and is covered by certain patent rights owned by TSRI claiming technology related to copper-catalysed ligation of azides and acetylenes. The rights licensed to the Company are exclusive as to the People’s Republic of China (excluding Hong Kong), South Korea and Australia, and are non-exclusive in all other countries worldwide, except the member-nations of the Association of Southeast Asian Nations, which are not included in the territory of the license. Under the terms of the agreement with TSRI, the Company paid a one-time only, non-refundable license issue fee in the amount of $350,000 which was charged to research and development expense in the second quarter of 2012. | |
The Company is also obligated to pay annual maintenance fees to TSRI in the amount of (i) $50,000 each year for the first three years (beginning on the first anniversary of the agreement), and (ii) $85,000 each year thereafter (beginning on the fourth anniversary of the agreement). Each calendar year’s annual maintenance fees will be credited against sales royalties due under the agreement for such calendar year. Under the terms of the agreement, the Company must pay TSRI low single-digit percentage royalties on the net sales of the products covered by the TSRI patents for the life of the TSRI patents, a low single-digit percentage of non-royalty sublicensing revenue received with respect to countries in the nonexclusive territory and a mid-single-digit percentage of sublicensing revenue received with respect to countries in the exclusive territory, with the sublicensing revenue royalty in the exclusive territory and the sales royalties subject to certain reductions under certain circumstances. TSRI is eligible to receive milestone payments of up to $1.1 million with respect to regulatory approval in the exclusive territory and first commercial sale, in each of the exclusive territory and nonexclusive territory, of the first licensed product to achieve those milestones that is based upon each macrolide covered by the licensed patents. Each milestone is payable once per each macrolide. Each milestone payment made to TSRI with respect to a particular milestone will be creditable against any payment due to TSRI with respect to any sublicense revenues received in connection with the achievement of such milestone. Pursuant to the terms of the Optimer Agreement, any payments made to TSRI under this license for territories subject to the Optimer Agreement can be deducted from any sales-based royalty payments due under the Optimer Agreement up to a certain percentage reduction of the royalties due to Optimer. | |
Under the terms of the agreement, the Company is also required to pay additional fees on royalties, sublicensing and milestone payments if the Company, an affiliate with TSRI, or a sublicensee challenges the validity or enforceability of any of the patents licensed under the agreement. Such increased payments would be required until all patent claims subject to challenge are invalidated in the particular country where such challenge was mounted. | |
Biomedical Advanced Research and Development Authority | |
In May 2013, the Company entered into an agreement with BARDA, for the evaluation and development of the Company’s lead product candidate solithromycin for the treatment of bacterial infections in pediatric populations and infections caused by bioterror threat pathogens, specifically anthrax and tularemia. | |
The agreement is a cost plus fixed fee development contract, with a base performance segment valued at approximately $17.7 million, and four option work segments that BARDA may request at its sole discretion pursuant to the agreement. If all four option segments are requested, the cumulative value of the agreement would be approximately $58 million. Three of the options are cost plus fixed fee arrangements and one option is a cost sharing arrangement for which the Company would be responsible for a designated portion of the costs associated with that work segment. The estimated period of performance for the base performance segment is May 24, 2013 through May 23, 2015. If all option segments are requested, this estimated period of performance would be extended until approximately May 23, 2018. | |
Under the agreement, the Company is reimbursed and recognizes revenue as allowable costs are incurred plus a portion of the fixed-fee earned. The Company considers fixed-fees under cost reimbursable agreements to be earned in proportion to the allowable costs incurred in performance of the work as compared to total estimated agreement costs, with such costs incurred representing a reasonable measurement of the proportional performance of the work completed. For the three-month and nine-month periods ended September 30, 2013, the Company recognized $1.2 million and $1.4 million, respectively in revenue under this agreement. | |
The agreement provides the U.S. government the ability to terminate the agreement for convenience or to terminate for default if the Company fails to meet its obligations as set forth in the statement of work. The Company believes that if the government were to terminate the agreement for convenience, the costs incurred through the effective date of such termination and any settlement costs resulting from such termination would be allowable costs. | |
Toyama Chemical Co., Ltd. | |
In May 2013, Cempra Pharmaceuticals, Inc., the Company’s wholly owned subsidiary, entered into a license agreement with Toyama Chemical Co., Ltd. (“Toyama”), whereby the Company licensed to Toyama the exclusive right, with the right to sublicense, to make, use and sell any product in Japan that incorporates solithromycin, the Company’s lead compound, as its sole active pharmaceutical ingredient, or API, for human therapeutic uses, other than for ophthalmic indications or any condition, disease or affliction of the ophthalmic tissues. Toyama also has a nonexclusive license in Japan and certain other countries, with the right to sublicense, to manufacture or have manufactured API for solithromycin for use in manufacturing such products, subject to limitations and obligations of the concurrently executed supply agreement discussed below. Toyama granted the Company certain rights to intellectual property generated by Toyama under the license agreement with respect to solithromycin or licensed products for use with such products outside Japan or with other solithromycin-based products inside or outside Japan. | |
Following execution of the agreement, the Company received a $10.0 million upfront payment from Toyama. Toyama is also obligated to pay the Company up to an aggregate of $60.0 million in milestone payments, depending on the achievement of various regulatory, patent, development and commercial milestones. Under the terms of the license agreement, Toyama must also pay the Company a royalty equal to a low-to-high first double decimal digit percentage of net sales, subject to downward adjustment in certain circumstances. | |
As part of the license agreement, Toyama and the Company also entered into a supply agreement, whereby the Company will be the exclusive supplier (with certain limitations) to Toyama and its sublicensees of API for solithromycin for use in licensed products in Japan, as well as the exclusive supplier to Toyama and its sublicensees of finished forms of solithromycin to be used in Phase 1 and Phase 2 clinical trials in Japan. Pursuant to the supply agreement, which is an exhibit to the license agreement, Toyama will pay the Company for such clinical supply of finished product and all supplies of API for solithromycin for any purpose, other than the manufacture of products for commercial sale in Japan, at prices equal to the Company’s cost. All API for solithromycin supplied by the Company to Toyama for use in the manufacture of finished product for commercial sale in Japan will be ordered from the Company at prices determined by the Company’s manufacturing costs, and which may, depending on such costs, equal, exceed, or be less than such costs. Either party may terminate the supply agreement for uncured material breach or insolvency of the other party, with Toyama’s right to terminate for the Company’s breach subject to certain further conditions in the case of the Company’s failure to supply API for solithromycin or clinical supply, but otherwise the supply agreement will continue until the expiration or termination of the license agreement. | |
The Company has determined that there are six deliverables under this agreement including (1) the license to develop and commercialize solithromycin in Japan, (2) the obligation of the Company to conduct Phase 3 studies and obtain regulatory approval in the United States and one other territory, (3) participation in a Joint Development Committee, or JDC, (4) participation in a Joint Commercialization Committee, or JCC, (5) the right to use the Company’s trademark, and (6) a supply agreement. The amounts received under the license agreement have been allocated to the deliverables based on their relative fair values and will be recognized into income when the revenue recognition criteria have been achieved. As of September 30, 2013, the license is the only unit of accounting that has been delivered. The Company has recognized $4.3 million in revenue associated with the delivery of the license. The Company has recorded $5.7 million as deferred revenue at September 30, 2013 which will be recorded as revenue when the revenue recognition criteria of each deliverable have been met. | |
Milestone payments are recognized when earned, provided that (i) the milestone event is substantive; (ii) there is no ongoing performance obligation related to the achievement of the milestone earned; and (iii) it would result in additional payments. Milestone payments are considered substantive if all of the following conditions are met: the milestone payment is non-refundable; achievement of the milestone was not reasonably assured at the inception of the arrangement; substantive effort is involved to achieve the milestone; and the amount of the milestone appears reasonable in relation to the effort expended, the other milestones in the arrangement, and the related risk associated with the achievement of the milestone. Contingent-based payments the Company may receive under a license agreement will be recognized when received. | |
Royalties are recorded as earned in accordance with the contract terms when third party sales can be reliably measured and collectability is reasonably assured. |
Receivables
Receivables | 9 Months Ended |
Sep. 30, 2013 | |
Receivables [Abstract] | |
Receivables | 5. Receivables |
Receivables consist of billed and unbilled amounts that have been earned under the Company’s licensing agreements or its contract with BARDA. At September 30, 2013, the Company had $974,778 of earned but unbilled receivables under the BARDA agreement. |
Furniture_Fixtures_and_Equipme
Furniture, Fixtures and Equipment | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Property Plant And Equipment [Abstract] | |||||||||||||
Furniture, Fixtures and Equipment | 6. Furniture, Fixtures and Equipment | ||||||||||||
Furniture, fixtures and equipment consist of the following as of: | |||||||||||||
Useful Life | December 31, | September 30, | |||||||||||
(years) | 2012 | 2013 | |||||||||||
(Unaudited) | |||||||||||||
Computer equipment | 2 | $ | 191,889 | $ | 215,104 | ||||||||
Software | 2 | 46,594 | 39,952 | ||||||||||
Furniture | 5 | 38,792 | 38,792 | ||||||||||
Leasehold improvements | 3 | 4,809 | 13,680 | ||||||||||
Total furniture, fixtures and equipment | 282,084 | 307,528 | |||||||||||
Less accumulated depreciation | 238,867 | 235,169 | |||||||||||
Furniture, fixtures and equipment, net | $ | 43,217 | $ | 72,359 | |||||||||
During the three-month period ended September 30, 2012 and 2013, the Company recorded $5,452 and $7,641 in depreciation expense, respectively. During the nine-month period ended September 30, 2012 and 2013, the Company recorded $41,879 and $21,546 in depreciation expense, respectively. Depreciation expense for the cumulative period from inception through September 30, 2013 was $263,389. |
Accrued_Expenses
Accrued Expenses | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Payables And Accruals [Abstract] | |||||||||
Accrued Expenses | 7. Accrued Expenses | ||||||||
Accrued expenses are comprised of the following as of: | |||||||||
December 31, | September 30, | ||||||||
2012 | 2013 | ||||||||
(Unaudited) | |||||||||
Accrued professional fees | $ | 207,362 | $ | 242,977 | |||||
Other accrued fees | 30,817 | 45,693 | |||||||
Accrued interest | 82,236 | 119,375 | |||||||
Deferred rent | 21,503 | 14,750 | |||||||
Total accrued expenses | $ | 341,918 | $ | 422,795 | |||||
LongTerm_Debt
Long-Term Debt | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Debt Disclosure [Abstract] | ||||
Long-Term Debt | 8. Long-term Debt | |||
In December 2011, the Company entered into a $20,000,000 loan and security agreement (the “December 2011 Note”) with Hercules Technology Growth Capital, Inc. (“Hercules”) and borrowed $10,000,000 upon closing. The principal amount outstanding under the $10,000,000 borrowing bears interest at the greater of (i) 9.55%, or (ii) the sum of 9.55% plus the prime lending rate, as published by the Wall Street Journal, minus 3.25% per annum. The terms of the December 2011 Note agreement provided that the Company could, at any time prior to October 1, 2012, request another borrowing in the aggregate amount of $10,000,000. The Company elected not to request the additional borrowing and let the option expire on September 30, 2012. In May 2013, the Company amended its December 2011 Note, increasing the intial loan amount to $15,000,000, receiving an additional $5,238,327 upon closing. The Company also extended the date by which it could request the additional $10,000,000 to September 30, 2013. The Company elected not to request the additional borrowing and let the option expire on September 30, 2013. This amendment also provides for the Company to make interest only payments through June 2014. Principal and interest payments will start July 1, 2014 over a 36-month amortization period. The principal balance outstanding on the loan agreement and all accrued but unpaid interest thereunder will be due and payable on June 1, 2017. In addition, the Company is to pay Hercules the following fees: | ||||
• | $400,000 on the earliest to occur of (i) December 1, 2015, (ii) the date that the Company prepays all of the outstanding advances and accrued interest, or (iii) the date that all of the advances and interest become due and payable. | |||
• | $495,245 on the earliest to occur of (i) June 1, 2017, (ii) the date that the Company prepays all of the outstanding advances and accrued interest, or (iii) the date that all of the advances and interest become due and payable. | |||
The Company granted Hercules a security interest in all of its assets, except intellectual property. The Company’s obligations to Hercules include restrictions on borrowing, asset transfers, placing liens or security interests on the Company’s assets including its intellectual property, mergers and acquisitions and distributions to stockholders. | ||||
In connection with the initial closing of the December 2011 note, the Company entered into a warrant agreement with Hercules (the “First Hercules Warrant”), under which Hercules has the right to purchase 39,038 shares of the Company’s common stock. The exercise price of the First Hercules Warrant was initially $10.25 per share, subject to adjustment in the event of a merger, reclassification, subdivision or combination of shares or stock dividend and subject also to antidilution protection. In connection with the amendment to the loan agreement, the exercise price of the first Hercules Warrant was reduced to the lower of (a) $6.11, and (b) the effective price per share of the Company's common stock issued or issuable in any offering of the Company’s equity or equity-linked securities that occurs prior to June 1, 2014, provided that such offering is effected principally for equity or debt-financing purposes. The First Hercules Warrant expires on December 20, 2021. Proceeds equal to the fair value of the Hercules Warrant were recorded as a liability at the date of issuance and the borrowings under the December 2011 Note will be increased to equal the face amount of the borrowings plus interest through interest expense over the term of the loan using the effective interest method. Upon completion of the Company’s initial public offering (“IPO”), the warrant liability was reclassified to additional paid-in capital. Since the amendment to the warrant resulted in a variable exercise price, the fair value of the warrant as of the date of the amendment was reclassified from additional paid-in capital to a warrant liability. | ||||
Additionally, in connection with the amendment of the December 2011 note, the Company entered into a warrant agreement with Hercules (the “Second Hercules Warrant”), under which Hercules has the right to purchase an aggregate number of shares of the Company’s common stock equal to the quotient derived by dividing $609,533 by the exercise price then in effect, which is defined as the lower of (a) $6.11, and (b) the effective price per share of the Company’s common stock issued or issuable in any offering of the Company’s equity or equity-linked securities that occurs prior to June 1, 2014, provided that such offering is effected principally for equity or debt-financing purposes. The exercise price is subject to adjustment in the event of a merger, reclassification, subdivision or combination of shares or stock dividend and subject also to antidilution protection. The Second Hercules Warrant expires on May 31, 2023. Proceeds equal to the fair value of the Second Hercules Warrant were recorded as a liability at the date of issuance and the borrowings under the December 2011 Note will be increased to equal the face amount of the borrowings plus interest through interest expense over the term of the loan using the effective interest method. |
Shareholders_Equity_Deficit
Shareholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | |
Shareholders' Equity (Deficit) | 9. Shareholders’ Equity (Deficit) |
Initial Public Offering | |
During February 2012, the Company completed its IPO, issuing 9,660,000 shares of common stock, at a price of $6.00 per share, resulting in net proceeds to the Company of approximately $53.2 million after deducting underwriting discounts of $3.2 million and offering costs of $1.6 million. | |
In connection with the IPO, all of the Company’s outstanding preferred shares, including accrued yield of $13.7 million, automatically converted into a total of 9,958,502 shares of its common stock and the preferred stock warrant liability was reclassified to additional paid-in capital upon the conversion of warrants to purchase preferred stock into warrants to purchase common stock. In addition, the Company’s August 2011 Notes and related accrued interest converted into 876,621 shares of common stock. | |
Private Placement | |
During October 2012, the Company sold 3,864,461 shares of its common stock at $6.50 per share to certain institutional accredited investors in a private placement financing, raising an aggregate of $25.1 million before sales agency fees and offering costs of approximately $1.7 million. In connection with this financing, the Company entered into a registration rights agreement, pursuant to which it registered the resale of the shares of common stock issued in the financing. | |
Public Offering | |
During June 2013, the Company completed a public offering issuing 8,273,938 shares of common stock, at a price of $7.00 per share, resulting in net proceeds to the Company of approximately $54.2 million after deducting underwriting discounts of $3.5 million and offering costs of $0.2 million. |
Share_Option_Plans
Share Option Plans | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||
Share Option Plans | 10. Share Option Plans | ||||||||||||||||
The Company adopted the 2006 Stock Plan in January 2006 (“the 2006 Plan”). The 2006 Plan provided for the granting of incentive share options, nonqualified share options and restricted shares to Company employees, representatives and consultants. As of September 30, 2013, there were options for an aggregate of 702,185 shares issued and outstanding under the 2006 Plan. | |||||||||||||||||
The Company’s board of directors adopted the 2011 Equity Incentive Plan in October 2011 (the “2011 Plan”), and authorized the issuance of up to 1,526,316 shares for future issuances under the 2011 Plan. During January 2013, the authorized shares under the 2011 Plan automatically increased by 105,263 shares. During May 2013, the Company’s shareholders approved an increase of 1,500,000 shares reserved under the 2011 Plan. As of September 30, 2013, there were 2,024,728 option shares available under the 2011 Plan. | |||||||||||||||||
The 2011 Plan became effective upon the conversion of Cempra Holdings, LLC from a limited liability company to a corporation on February 2, 2012 and was adopted by the Company’s shareholders immediately thereafter. Upon effectiveness of the 2011 Plan, the Company eliminated the authorization for any unissued shares previously reserved under the Company’s 2006 Plan. The stock awards previously issued under the 2006 Plan remain in effect in accordance with the terms of the 2006 Plan. | |||||||||||||||||
The following table summarizes the Company’s 2006 Plan and 2011 Plan activity: | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
Exercise | Contractual | Value (1) | |||||||||||||||
Price | Term (in years) | ||||||||||||||||
Outstanding—December 31, 2012 | 1,162,602 | $ | 4.18 | ||||||||||||||
Granted | 698,473 | 6.73 | |||||||||||||||
Exercised | — | — | |||||||||||||||
Forfeited | (54,539 | ) | 7.62 | ||||||||||||||
Expired | — | — | |||||||||||||||
Outstanding—September 30, 2013 | 1,806,536 | 5.07 | 7.83 | $ | 11,622,016 | ||||||||||||
Exercisable—September 30, 2013 | 1,376,922 | 4.79 | 7.48 | $ | 9,245,384 | ||||||||||||
Vested and expected to vest at September 30, 2013 (2) | 1,763,647 | $ | 5.04 | 7.8 | $ | 11,384,658 | |||||||||||
(1) | Intrinsic value is the excess of the fair value of the underlying common shares as of September 30, 2013 over the weighted-average exercise price. | ||||||||||||||||
(2) | The number of stock options expected to vest takes into account an estimate of expected forfeitures. | ||||||||||||||||
The following table summarizes certain information about all options outstanding as of September 30, 2013: | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Exercise Price | Number of | Weighted | Number of | Weighted | |||||||||||||
Options | Average | Options | Average | ||||||||||||||
Remaining | Remaining | ||||||||||||||||
Contractual | Contractual | ||||||||||||||||
Term (in years) | Term (in years) | ||||||||||||||||
$0.48—$1.71 | 97,688 | 2.94 | 97,688 | 2.94 | |||||||||||||
$1.71—$2.94 | 604,497 | 6.35 | 526,148 | 6.22 | |||||||||||||
$5.40—$7.86 | 1,104,351 | 9.07 | 753,086 | 8.94 | |||||||||||||
1,806,536 | 1,376,922 | ||||||||||||||||
During the three-month period ended September 30, 2012 and 2013, the Company recorded $518,572 and $861,392 in share-based compensation expense, respectively. During the nine-month period ended September 30, 2012 and 2013, the Company recorded $1,189,182 and $2,480,137 in share-based compensation expense, respectively. Since inception, the Company has recognized $5,172,708 in share-based compensation expense. As of September 30, 2013, approximately $1,741,000 of total unrecognized compensation cost related to unvested share options is expected to be recognized over a weighted-average period of 1.8 years. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes |
The Company estimates an annual effective tax rate of 0% for the year ending December 31, 2013 as the Company incurred losses for the nine-month period ended September 30, 2013 and is forecasting additional losses through the fourth quarter, resulting in an estimated net loss for both financial statement and tax purposes for the year ending December 31, 2013. Therefore, no federal or state income taxes are expected and none have been recorded at this time. Income taxes have been accounted for using the liability method in accordance with FASB ASC 740. | |
Due to the Company’s history of losses since inception, there is not enough evidence at this time to support that the Company will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the deferred tax assets have been reduced by a valuation allowance, since it has been determined that it is more likely than not that all of the deferred tax assets will not be realized. |
Net_Loss_Per_Share
Net Loss Per Share | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||
Net Loss Per Share | 12. Net Loss Per Share | ||||||||||||||||
Basic and diluted net loss per common share was determined by dividing net loss attributable to common shareholders by the weighted average common shares outstanding during the period. The Company’s potentially dilutive shares, which include redeemable convertible preferred shares, convertible debt, warrants and common share options, have not been included in the computation of diluted net loss per share for all periods as the result would be antidilutive. | |||||||||||||||||
The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2012 | 2013 | 2012 | 2013 | ||||||||||||||
(Unaudited) | (Unaudited) | ||||||||||||||||
Redeemable convertible preferred shares | — | — | 923,847 | — | |||||||||||||
Convertible debt | — | — | 59,685 | — | |||||||||||||
Warrants outstanding | 247,370 | 340,519 | 236,217 | 289,723 | |||||||||||||
Stock options outstanding | 1,157,545 | 1,815,830 | 1,011,738 | 1,699,525 | |||||||||||||
1,404,915 | 2,156,349 | 2,231,487 | 1,989,248 | ||||||||||||||
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation |
The accompanying consolidated financial statements include the accounts and results of operations of Cempra, Inc. and its wholly owned subsidiaries. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. | |
Unaudited Interim Financial Data | Unaudited Interim Financial Data |
The accompanying interim consolidated financial statements are unaudited. These unaudited financial statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2012 contained in the Company’s Annual Report on Form 10-K. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position as of September 30, 2013 and the results of operations and cash flows for the three months and nine months ended September 30, 2012 and 2013. The December 31, 2012 consolidated balance sheet included herein was derived from audited consolidated financial statements, but does not include all disclosures including notes required by GAAP for complete financial statements. | |
Use of Estimates | Use of Estimates |
The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Receivables | Receivables |
Receivables consist of amounts billed and earned but unbilled under the Company’s contract with the Biomedical Advanced Research and Development Authority of the U.S. Department of Health and Human Services (“BARDA”). Receivables under the BARDA contract are recorded as qualifying research activities are conducted and invoices from the Company’s vendors are received. Unbilled receivables are also recorded based upon work estimated to be complete for which the Company has not received vendor invoices. The Company carries its accounts receivable at cost less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance based on its history of collections and write-offs and the current status of all receivables. The Company does not accrue interest on trade receivables. If accounts become uncollectible, they will be written off through a charge to the allowance for doubtful accounts. The Company has not recorded an allowance for doubtful accounts as management believes all receivables are fully collectible. | |
Clinical Trial Accrual | Clinical Trial Accruals |
As part of the process of preparing financial statements, the Company is required to estimate its expenses resulting from its obligation under contracts with vendors and consultants and clinical site agreements in connection with conducting clinical trials. The Company’s objective is to reflect the appropriate clinical trial expenses in its financial statements by matching those expenses with the period in which services and efforts are expended. The Company accounts for these expenses according to the progress of the trial as measured by patient progression and the timing of various aspects of the trial. The Company determines accrual estimates through discussion with applicable personnel and outside service providers as to the progress of trials, or the services completed. During the course of a clinical trial, the Company adjusts its rate of clinical trial expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each balance sheet date in its financial statements based on facts and circumstances known at that time. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of status and timing of services performed relative to the actual status and timing of services performed may vary and may result in the Company reporting amounts that are too high or too low for any particular period. Through September 30, 2013, there had been no material adjustments to the Company’s prior period estimates of accrued expenses for clinical trials. The Company’s clinical trial accrual is dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. | |
Revenue Recognition | Revenue Recognition |
The Company’s revenue generally consists of research related revenue under federal contracts and licensing revenue related to non-refundable upfront fees, milestone payments and royalites earned under license agreements. Revenue is recognized when the following criteria are met: (1) persuasive evidence that an arrangement exists; (2) delivery of the products and/or services has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. | |
For arrangements that involve the delivery of more than one element, each product, service and/or right to use assets is evaluated to determine whether it qualifies as a separate unit of accounting. This determination is based on whether the deliverable has “stand-alone value” to the customer. The consideration that is fixed or determinable is then allocated to each separate unit of accounting based on the relative selling prices of each deliverable. The consideration allocated to each unit of accounting is recognized as the related goods and services are delivered, limited to the consideration that is not contingent upon future deliverables. When an arrangement is accounted for as a single unit of accounting, the Company determines the period over which the performance obligations will be performed and revenue recognized. |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Investments All Other Investments [Abstract] | |||||||||||||||||
Fair Value of Financial Instruments by Balance Sheet Class | At December 31, 2012 and September 30, 2013, these financial instruments and respective fair values have been classified as follows: | ||||||||||||||||
Quoted Prices | Significant | Significant | Balance at | ||||||||||||||
in Active | Other | Unobservable | December 31, | ||||||||||||||
Markets for | Observable | Inputs | 2012 | ||||||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Money Market Funds | $ | 67,783,021 | $ | — | $ | — | 67,783,021 | ||||||||||
Total assets at fair value: | $ | 67,783,021 | $ | — | $ | — | $ | 67,783,021 | |||||||||
Quoted Prices | Significant | Significant | Balance at | ||||||||||||||
in Active | Other | Unobservable | September 30, | ||||||||||||||
Markets for | Observable | Inputs | 2013 | ||||||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Money Market Funds | $ | 106,661,559 | $ | — | $ | — | 106,661,559 | ||||||||||
Total assets at fair value: | $ | 106,661,559 | $ | — | $ | — | $ | 106,661,559 | |||||||||
Liabilities: | |||||||||||||||||
Warrant liabilities | $ | — | $ | — | $ | 821,138 | 821,138 | ||||||||||
$ | — | $ | — | $ | 821,138 | $ | 821,138 | ||||||||||
Change in the Fair Value Measurement Using Significant Unobservable Inputs (Level 3) | The change in the fair value measurement using significant unobservable inputs (Level 3) is summarized below: | ||||||||||||||||
Balance at December 31, 2012 | $ | — | |||||||||||||||
Allocation of long-term debt proceeds to warrant (Unaudited) | 461,144 | ||||||||||||||||
Reclassification of additional paid-in capital to warrant (Unaudited) | 241,587 | ||||||||||||||||
Change in fair value recorded as interest income (Unaudited) | (14,355 | ) | |||||||||||||||
Change in fair value recorded as interest expense (Unaudited) | 132,762 | ||||||||||||||||
Balance at September 30, 2013 (Unaudited) | $ | 821,138 |
Furniture_Fixtures_and_Equipme1
Furniture, Fixtures and Equipment (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Property Plant And Equipment [Abstract] | |||||||||||||
Summary of Furniture, Fixtures and Equipment | Furniture, fixtures and equipment consist of the following as of: | ||||||||||||
Useful Life | December 31, | September 30, | |||||||||||
(years) | 2012 | 2013 | |||||||||||
(Unaudited) | |||||||||||||
Computer equipment | 2 | $ | 191,889 | $ | 215,104 | ||||||||
Software | 2 | 46,594 | 39,952 | ||||||||||
Furniture | 5 | 38,792 | 38,792 | ||||||||||
Leasehold improvements | 3 | 4,809 | 13,680 | ||||||||||
Total furniture, fixtures and equipment | 282,084 | 307,528 | |||||||||||
Less accumulated depreciation | 238,867 | 235,169 | |||||||||||
Furniture, fixtures and equipment, net | $ | 43,217 | $ | 72,359 | |||||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Payables And Accruals [Abstract] | |||||||||
Accrued Expenses | Accrued expenses are comprised of the following as of: | ||||||||
December 31, | September 30, | ||||||||
2012 | 2013 | ||||||||
(Unaudited) | |||||||||
Accrued professional fees | $ | 207,362 | $ | 242,977 | |||||
Other accrued fees | 30,817 | 45,693 | |||||||
Accrued interest | 82,236 | 119,375 | |||||||
Deferred rent | 21,503 | 14,750 | |||||||
Total accrued expenses | $ | 341,918 | $ | 422,795 | |||||
Share_Option_Plans_Tables
Share Option Plans (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||
Share Option Plans | The following table summarizes the Company’s 2006 Plan and 2011 Plan activity: | ||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
Exercise | Contractual | Value (1) | |||||||||||||||
Price | Term (in years) | ||||||||||||||||
Outstanding—December 31, 2012 | 1,162,602 | $ | 4.18 | ||||||||||||||
Granted | 698,473 | 6.73 | |||||||||||||||
Exercised | — | — | |||||||||||||||
Forfeited | (54,539 | ) | 7.62 | ||||||||||||||
Expired | — | — | |||||||||||||||
Outstanding—September 30, 2013 | 1,806,536 | 5.07 | 7.83 | $ | 11,622,016 | ||||||||||||
Exercisable—September 30, 2013 | 1,376,922 | 4.79 | 7.48 | $ | 9,245,384 | ||||||||||||
Vested and expected to vest at September 30, 2013 (2) | 1,763,647 | $ | 5.04 | 7.8 | $ | 11,384,658 | |||||||||||
(1) | Intrinsic value is the excess of the fair value of the underlying common shares as of September 30, 2013 over the weighted-average exercise price. | ||||||||||||||||
(2) | The number of stock options expected to vest takes into account an estimate of expected forfeitures. | ||||||||||||||||
Options Outstanding | The following table summarizes certain information about all options outstanding as of September 30, 2013: | ||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Exercise Price | Number of | Weighted | Number of | Weighted | |||||||||||||
Options | Average | Options | Average | ||||||||||||||
Remaining | Remaining | ||||||||||||||||
Contractual | Contractual | ||||||||||||||||
Term (in years) | Term (in years) | ||||||||||||||||
$0.48—$1.71 | 97,688 | 2.94 | 97,688 | 2.94 | |||||||||||||
$1.71—$2.94 | 604,497 | 6.35 | 526,148 | 6.22 | |||||||||||||
$5.40—$7.86 | 1,104,351 | 9.07 | 753,086 | 8.94 | |||||||||||||
1,806,536 | 1,376,922 | ||||||||||||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||
Antidilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding | The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2012 | 2013 | 2012 | 2013 | ||||||||||||||
(Unaudited) | (Unaudited) | ||||||||||||||||
Redeemable convertible preferred shares | — | — | 923,847 | — | |||||||||||||
Convertible debt | — | — | 59,685 | — | |||||||||||||
Warrants outstanding | 247,370 | 340,519 | 236,217 | 289,723 | |||||||||||||
Stock options outstanding | 1,157,545 | 1,815,830 | 1,011,738 | 1,699,525 | |||||||||||||
1,404,915 | 2,156,349 | 2,231,487 | 1,989,248 |
Description_of_Business_Additi
Description of Business - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 94 Months Ended | ||||||||
Dec. 31, 2005 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2006 | Sep. 30, 2013 | |
Adjusted Earnings Before Interest Taxes Depreciation And Amortization And Other Non Cash Items [Abstract] | |||||||||||||
Net loss | ($26,463) | ($13,647,496) | ($4,981,115) | ($28,205,452) | ($17,658,800) | ($24,226,789) | ($21,220,779) | ($19,674,924) | ($18,611,814) | ($14,902,317) | ($8,075,240) | ($2,228,948) | ($137,172,726) |
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Detail) (USD $) | Sep. 30, 2013 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Allowance for doubtful accounts receivable recorded | $0 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Fair Value of Financial Instruments by Balance Sheet Class (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total assets at fair value: | $106,661,559 | $67,783,021 |
Total liabilities at fair value: | 821,138 | |
Warrant Liabilities [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total liabilities at fair value: | 821,138 | |
Money Market Funds [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total assets at fair value: | 106,661,559 | 67,783,021 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total assets at fair value: | 106,661,559 | 67,783,021 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total assets at fair value: | 106,661,559 | 67,783,021 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total assets at fair value: | ||
Total liabilities at fair value: | ||
Significant Other Observable Inputs (Level 2) [Member] | Warrant Liabilities [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total liabilities at fair value: | ||
Significant Other Observable Inputs (Level 2) [Member] | Money Market Funds [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total assets at fair value: | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total liabilities at fair value: | 821,138 | |
Significant Unobservable Inputs (Level 3) [Member] | Warrant Liabilities [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total liabilities at fair value: | $821,138 |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments - Change in the Fair Value Measurement Using Significant Unobservable Inputs (Level 3) (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Fair Value Disclosures [Abstract] | |
Balance at December 31, 2012 | |
Allocation of long-term debt proceeds to warrant (Unaudited) | 461,144 |
Reclassification of additional paid-in capital to warrant (Unaudited) | 241,587 |
Change in fair value recorded as interest income (Unaudited) | -14,355 |
Change in fair value recorded as interest expense (Unaudited) | 132,762 |
Balance at September 30, 2013 (Unaudited) | $821,138 |
Fair_Value_of_Financial_Instru4
Fair Value of Financial Instruments - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Transfers between levels of the fair value hierarchy | $0 | $0 |
December 2011 Note [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying value of notes | $14.50 | $14.50 |
Significant_Agreements_and_Con1
Significant Agreements and Contracts - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 94 Months Ended | 1 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 31, 2012 | Jul. 31, 2010 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | |
Optimer Agreement [Member] | Optimer Agreement [Member] | Optimer Agreement [Member] | The Scripps Research Institute [Member] | Biomedical Advanced Research and Development Authority [Member] | Biomedical Advanced Research and Development Authority [Member] | Toyama Chemical [Member] | Toyama Chemical [Member] | ||||
Product | Segment | Deliverables | |||||||||
Collaborative Arrangements Non collaborative Arrangements And Business Acquisitions Transactions [Line Items] | |||||||||||
Common shares issued to Optimer in exchange for license | 125,646 | ||||||||||
Fair value of common shares issued to Optimer | $190,418 | ||||||||||
Milestone payment paid to Optimer | 1,000,000 | 500,000 | |||||||||
Aggregate amount of milestone payment | 27,500,000 | ||||||||||
Number of products required to be developed through FDA approval | 4 | ||||||||||
Royalty payment based on annual net sales description | The Company will also pay tiered mid-single-digit royalties based on the amount of annual net sales of its approved products. | Under the terms of the agreement, the Company must pay TSRI low single-digit percentage royalties on the net sales of the products covered by the TSRI patents for the life of the TSRI patents, a low single-digit percentage of non-royalty sublicensing revenue received with respect to countries in the nonexclusive territory and a mid-single-digit percentage of sublicensing revenue received with respect to countries in the exclusive territory, with the sublicensing revenue royalty in the exclusive territory and the sales royalties subject to certain reductions under certain circumstances | |||||||||
Non refundable license issue fee | 350,000 | ||||||||||
Annual maintenance fees for first three years | 50,000 | ||||||||||
Annual maintenance fees after three years (beginning on the fourth anniversary of the agreement) | 85,000 | ||||||||||
Eligible milestone payment | 1,100,000 | ||||||||||
Value of cost plus fixed fee development contract with base performance segment | 17,700,000 | ||||||||||
Number of option work segments | 4 | ||||||||||
Cumulative value of cost plus fixed fee development contract with base performance segment of four option work segments | 58,000,000 | ||||||||||
Number of options under cost plus fixed fee arrangements | 3 | ||||||||||
Number of options under cost sharing arrangement | 1 | ||||||||||
Aggregate milestone payments receivable under license agreement | 24-May-13 | ||||||||||
Estimated period of performance for the base performance segment ending date | 23-May-15 | ||||||||||
Extended estimated period of performance for the base performance segment | 23-May-18 | ||||||||||
Contracts research | 1,172,268 | 1,404,608 | 1,404,608 | 1,200,000 | 1,400,000 | ||||||
Upfront payment received under license agreement | 10,000,000 | ||||||||||
Aggregate milestone payments | 60,000,000 | ||||||||||
Number of deliverables under license agreement | 6 | ||||||||||
License | 4,335,412 | 4,335,412 | 4,300,000 | ||||||||
Deferred revenue | $5,700,000 |
Receivables_Additional_Informa
Receivables - Additional Information (Detail) (USD $) | Sep. 30, 2013 |
Receivables [Abstract] | |
Unbilled receivables | $974,778 |
Furniture_Fixtures_and_Equipme2
Furniture, Fixtures and Equipment - Summary of Furniture, Fixtures and Equipment (Detail) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ||
Total furniture, fixtures and equipment | $307,528 | $282,084 |
Less accumulated depreciation | 235,169 | 238,867 |
Furniture, fixtures and equipment, net | 72,359 | 43,217 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (years) | 2 years | |
Total furniture, fixtures and equipment | 215,104 | 191,889 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (years) | 2 years | |
Total furniture, fixtures and equipment | 39,952 | 46,594 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (years) | 5 years | |
Total furniture, fixtures and equipment | 38,792 | 38,792 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (years) | 3 years | |
Total furniture, fixtures and equipment | $13,680 | $4,809 |
Furniture_Fixtures_and_Equipme3
Furniture, Fixtures and Equipment - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 94 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Property Plant And Equipment Useful Life And Values [Abstract] | |||||
Depreciation expense | $7,641 | $5,452 | $21,546 | $41,880 | $263,389 |
Accrued_Expenses_Accrued_Expen
Accrued Expenses - Accrued Expenses (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Accrued Liabilities Current [Abstract] | ||
Accrued professional fees | $242,977 | $207,362 |
Other accrued fees | 45,693 | 30,817 |
Accrued interest | 119,375 | 82,236 |
Deferred rent | 14,750 | 21,503 |
Total accrued expenses | $422,795 | $341,918 |
LongTerm_Debt_Additional_Infor
Long-Term Debt - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | |
Dec. 31, 2011 | Sep. 30, 2013 | 31-May-13 | |
Debt Instrument [Line Items] | |||
Loan and security agreement | $20,000,000 | $15,000,000 | |
Long-term debt, borrowed | 10,000,000 | ||
Percentage of Long-term debt, interest of borrowing | 3.25% | ||
Long-term debt, interest of borrowing | Interest at the greater of (i) 9.55%, or (ii) the sum of 9.55% plus the prime lending rate, as published by the Wall Street Journal, minus 3.25% per annum | ||
Extend date of additional borrowing | 30-Sep-13 | ||
Amortization period of principal and interest payments | 36 months | ||
Long term debt maturity date | 1-Jun-17 | ||
Long term debt maturity start date | 1-Jul-14 | ||
Advances and interest payable | 495,245 | ||
Line of credit facility fees payment date description | earliest to occur of (i) June 1, 2017, (ii) the date that the Company prepays all of the outstanding advances and accrued interest, or (iii) the date that all of the advances and interest become due and payable | ||
Line of credit facility fees repayment date | 1-Jun-17 | ||
Exercisable, share of common stock | 39,038 | ||
Warrant expire date | 20-Dec-21 | ||
Devisable amount of common stock equal to quotient | 609,533 | ||
9.55% Long-Term Debt [Member] | |||
Debt Instrument [Line Items] | |||
Percentage of convertible notes | 9.55% | 9.55% | |
Additional borrowing | 10,000,000 | ||
Advances and interest payable | 400,000 | ||
Line of credit facility fees payment date description | earliest to occur of (i) December 1, 2015, (ii) the date that the Company prepays all of the outstanding advances and accrued interest, or (iii) the date that all of the advances and interest become due and payable | ||
Line of credit facility fees repayment date | 1-Dec-15 | ||
Warrants issued, per share | $10.25 | ||
Term Loan A [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, borrowed | $5,238,327 | ||
First Hercules Warrant [Member] | |||
Debt Instrument [Line Items] | |||
Exercise price of the warrant | 6.11 | ||
Second Hercules Warrant [Member] | |||
Debt Instrument [Line Items] | |||
Exercise price of the warrant | 6.11 | ||
Warrant expire date | 31-May-23 |
Shareholders_Equity_Deficit_Ad
Shareholders' Equity (Deficit) - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Jun. 30, 2013 | Oct. 31, 2012 | Feb. 29, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
Equity [Abstract] | |||||
Issuance of common stock upon initial public offering, shares | 9,660,000 | ||||
Price for initial public offering | $6 | ||||
Net proceeds to the company | $54.20 | $53.20 | |||
Underwriting discounts | 3.5 | 3.2 | |||
Offering costs | 0.2 | 1.6 | |||
Company's outstanding preferred shares, accrued yield | 13.7 | ||||
Converted shares of common stock | 9,958,502 | ||||
Converted shares of common stock | 876,621 | ||||
Issuance of common stock to certain institutional accredited investors | 3,864,461 | ||||
Common stock per share | $6.50 | ||||
Raising from issuance of private placement | 25.1 | ||||
Private placement sales agency fees and offering cost | $1.70 | ||||
Shares issued of common stock | 8,273,938 | 33,186,656 | 24,903,774 | ||
Exercise price of common stock | $7 |
Share_Option_Plans_Additional_
Share Option Plans - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 94 Months Ended | 1 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 31, 2011 | Sep. 30, 2013 | Jan. 31, 2013 | 31-May-13 | |
2006 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options for shares issued and outstanding | 1,806,536 | 1,806,536 | 1,806,536 | 1,162,602 | 702,185 | |||||
Maximum number of shares authorized for future issuances | 1,526,316 | |||||||||
Share-based payment award, number of additional shares authorized | 105,263 | |||||||||
Increase of shares reserved | 1,500,000 | |||||||||
Options shares available under the 2011 Plan | 2,024,728 | 2,024,728 | 2,024,728 | |||||||
Share-based compensation expense | $861,392 | $518,572 | $2,480,137 | $1,189,182 | $5,172,707 | |||||
Unrecognized compensation cost | $1,741,000 | $1,741,000 | $1,741,000 | |||||||
Expected weighted average recognition period, Unvested shares | 1 year 9 months 18 days |
Share_Option_Plans_Share_Optio
Share Option Plans - Share Option Plans (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Options, Outstanding - December 31, 2012 | 1,162,602 |
Number of Options, Granted | 698,473 |
Number of Options, Exercised | |
Number of Options, Forfeited | -54,539 |
Number of Options, Expired | |
Number of Options, Outstanding - September 30, 2013 | 1,806,536 |
Number of Options, Exercisable - September 30, 2013 | 1,376,922 |
Number of Options, Vested and expected to vest at September 30, 2013 | 1,763,647 |
Weighted Average Exercise Price, Outstanding - December 31, 2012 | $4.18 |
Weighted Average Exercise Price, Granted | $6.73 |
Weighted Average Exercise Price, Exercised | |
Weighted Average Exercise Price, Forfeited | $7.62 |
Weighted Average Exercise Price, Expired | |
Weighted Average Exercise Price, Outstanding - September 30, 2013 | $5.07 |
Weighted Average Exercise Price, Exercisable - September 30, 2013 | $4.79 |
Weighted Average Exercise Price, Vested and expected to vest at September 30, 2013 | $5.04 |
Weighted Average Contractual Term (in years), Outstanding - September 30, 2013 | 7 years 9 months 29 days |
Weighted Average Contractual Term (in years), Exercisable - September 30, 2103 | 7 years 5 months 23 days |
Weighted Average Contractual Term (in years), Vested and expected to vest at September 30, 2013 | 7 years 9 months 18 days |
Aggregate Intrinsic Value, Outstanding - September 30, 2013 | $11,622,016 |
Aggregate Intrinsic Value, Exercisable - September 30, 2013 | 9,245,384 |
Aggregate Intrinsic Value, Vested and expected to vest at September 30, 2013 | $11,384,658 |
Share_Option_Plans_Options_Out
Share Option Plans - Options Outstanding (Detail) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options Outstanding | 1,806,536 | 1,162,602 |
Weighted Average Remaining Contractual Term (in years), Outstanding | 7 years 9 months 29 days | |
Number of Options, Exercisable | 1,376,922 | |
Weighted Average Remaining Contractual Term (in years), Exercisable | 7 years 5 months 23 days | |
Exercise Price $0.48 - $1.71 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price range lower range limit | 0.48 | |
Exercise price range upper range limit | 1.71 | |
Number of Options Outstanding | 97,688 | |
Weighted Average Remaining Contractual Term (in years), Outstanding | 2 years 11 months 9 days | |
Number of Options, Exercisable | 97,688 | |
Weighted Average Remaining Contractual Term (in years), Exercisable | 2 years 11 months 9 days | |
Exercise Price $ 1.71- $2.94 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price range lower range limit | 1.71 | |
Exercise price range upper range limit | 2.94 | |
Number of Options Outstanding | 604,497 | |
Weighted Average Remaining Contractual Term (in years), Outstanding | 6 years 4 months 6 days | |
Number of Options, Exercisable | 526,148 | |
Weighted Average Remaining Contractual Term (in years), Exercisable | 6 years 2 months 19 days | |
Exercise Price $5.40 - $7.86 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price range lower range limit | 5.4 | |
Exercise price range upper range limit | 7.86 | |
Number of Options Outstanding | 1,104,351 | |
Weighted Average Remaining Contractual Term (in years), Outstanding | 9 years 26 days | |
Number of Options, Exercisable | 753,086 | |
Weighted Average Remaining Contractual Term (in years), Exercisable | 8 years 11 months 9 days |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | |
Effective tax rate | 0.00% |
Income tax expense | $0 |
Net_Loss_Per_Share_Antidilutiv
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 2,156,349 | 1,404,915 | 1,989,248 | 2,231,487 |
Series A Preferred Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 923,847 | |||
Convertible Debt [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 59,685 | |||
Warrant Liabilities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 340,519 | 247,370 | 289,723 | 236,217 |
Stock Options Outstanding [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 1,815,830 | 1,157,545 | 1,699,525 | 1,011,738 |