Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Feb. 20, 2014 | Jun. 28, 2013 |
Document And Entity Information [Line Items] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Registrant Name | 'CEMPRA, INC. | ' | ' |
Entity Central Index Key | '0001461993 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $159.70 |
Entity Common Stock, Shares Outstanding | ' | 33,192,972 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets | ' | ' |
Cash and equivalents | $96,502,918 | $70,108,754 |
Receivables | 1,626,237 | ' |
Prepaid expenses | 407,911 | 264,981 |
Total current assets | 98,537,066 | 70,373,735 |
Furniture, fixtures and equipment, net | 137,721 | 43,217 |
Deposits | 333,031 | 321,394 |
Total assets | 99,007,818 | 70,738,346 |
Current liabilities | ' | ' |
Accounts payable | 6,273,602 | 2,171,633 |
Accrued expenses | 391,657 | 341,918 |
Accrued payroll and benefits | 1,043,247 | 604,548 |
Deferred revenue | 31,988 | ' |
Warrant liability | 920,174 | ' |
Current portion of long-term debt | 2,200,922 | 2,226,610 |
Total current liabilities | 10,861,590 | 5,344,709 |
Deferred revenue | 5,632,600 | ' |
Long-term debt | 12,538,238 | 7,623,285 |
Total liabilities | 29,032,428 | 12,967,994 |
Commitments and Contingencies (Notes 4 and 9) | ' | ' |
Shareholders' Equity | ' | ' |
Preferred stock; $.001 par value; 5,000,000 shares authorized; no shares issued or outstanding at December 31, 2012 and December 31, 2013 | ' | ' |
Common stock; $.001 par value; 80,000,000 shares authorized; 24,903,774 and 33,200,341 issued and outstanding at December 31, 2012 and December 31, 2013, respectively | 33,200 | 24,904 |
Additional paid-in capital | 236,202,423 | 178,970,975 |
Accumulated deficit | -166,260,233 | -121,225,527 |
Total shareholders’ equity | 69,975,390 | 57,770,352 |
Total liabilities and shareholders’ equity | $99,007,818 | $70,738,346 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common shares, par value | $0.00 | $0.00 |
Common shares authorized | 80,000,000 | 80,000,000 |
Common shares issued | 33,200,341 | 24,903,774 |
Common shares, shares outstanding | 33,200,341 | 24,903,774 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Revenue | ' | ' | ' |
Contract research | $3,477,554 | ' | ' |
License | 4,335,412 | ' | ' |
Total revenue | 7,812,966 | ' | ' |
Operating expenses | ' | ' | ' |
Research and development | 41,299,695 | 16,869,078 | 16,871,825 |
General and administrative | 9,433,447 | 6,068,457 | 3,707,563 |
Total costs and expenses | 50,733,142 | 22,937,535 | 20,579,388 |
Loss from operations | -42,920,176 | -22,937,535 | -20,579,388 |
Other income (expenses) | ' | ' | ' |
Interest income | 17,693 | 107,564 | 81,063 |
Interest expense | -2,132,223 | -1,396,818 | -722,454 |
Other income (expense), net | -2,114,530 | -1,289,254 | -641,391 |
Net loss and comprehensive loss | -45,034,706 | -24,226,789 | -21,220,779 |
Accretion of redeemable convertible preferred shares | ' | -313,588 | -3,763,061 |
Net loss attributable to common shareholders | ($45,034,706) | ($24,540,377) | ($24,983,840) |
Basic and diluted net loss attributable to common shareholders per share | ($1.53) | ($1.23) | ($47.53) |
Basic and diluted weighted average shares outstanding | 29,449,716 | 19,882,585 | 525,689 |
Consolidated_Statements_of_Red
Consolidated Statements of Redeemable Preferred Shares and Shareholders' Equity (Deficit) (USD $) | Total | Redeemable Convertible Preferred Shares | Common Shares | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||
Beginning balance at Dec. 31, 2010 | ($72,215,027) | $90,750,975 | ' | ' | ' | ($72,215,027) |
Beginning balance, shares at Dec. 31, 2010 | ' | 7,591,058 | 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 | ' | 38,815 | ' | ' | ' |
Accretion of redeemable convertible preferred shares | -3,763,061 | 3,763,061 | ' | ' | -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 | 94,514,036 | ' | ' | ' | -96,685,150 |
Ending balance, shares at Dec. 31, 2011 | ' | 7,591,058 | 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 | ' | ' | 10,351 | ' | ' |
Issuance of common stock upon public offering, net of issuance costs | 53,194,341 | ' | ' | 9,660 | 53,184,681 | ' |
Issuance of common stock upon initial public offering, net of issuance of costs, shares | ' | ' | ' | 9,660,000 | ' | ' |
Issuance of common stock, net of offering costs of $1.6 million | 23,511,963 | ' | ' | 3,865 | 23,508,098 | ' |
Issuance of common stock, net of offering costs of $1.6 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 | 313,588 | ' | ' | ' | -313,588 |
Conversion of preferred shares to common stock upon initial public offering | 94,827,624 | -94,827,624 | ' | 9,959 | 94,817,665 | ' |
Conversion of preferred shares to common stock upon initial public offering, shares | ' | -7,591,058 | ' | 9,958,502 | ' | ' |
Conversion of notes payable to common stock upon initial public offering | 4,724,534 | ' | ' | 876 | 4,723,658 | ' |
Conversion of 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 | 13,685 | ' | ' | ' | ' | ' |
Issuance of common shares upon exercise of options and warrants | 61,865 | ' | ' | 22 | 61,843 | ' |
Issuance of common shares upon exercise of options and warrants, shares | ' | ' | ' | 22,629 | ' | ' |
Conversion of warrants to common stock, shares | ' | ' | ' | 8,944 | ' | ' |
Conversion of preferred shares to common stock upon initial public offering, shares | 10,492,341 | ' | ' | ' | ' | ' |
Share-based compensation | 3,211,802 | ' | ' | ' | 3,211,802 | ' |
Reclassification of additional paid-in capital to warrant liability | -241,587 | ' | ' | ' | -241,587 | ' |
Net loss | -45,034,706 | ' | ' | ' | ' | -45,034,706 |
Issuance of common stock, net of offering costs of $3.7 million | 54,207,664 | ' | ' | 8,274 | 54,199,390 | ' |
Issuance of common stock, net of offering costs of $3.7 million, shares | ' | ' | ' | 8,273,938 | ' | ' |
Ending balance at Dec. 31, 2013 | $69,975,390 | ' | ' | $33,200 | $236,202,423 | ($166,260,233) |
Ending balance, shares at Dec. 31, 2013 | ' | ' | ' | 33,200,341 | ' | ' |
Consolidated_Statements_of_Red1
Consolidated Statements of Redeemable Preferred Shares and Shareholders' Equity (Deficit) (Parenthetical) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
IPO | ' | ' |
Issuance cost | $3.70 | $4.70 |
Private Placement | ' | ' |
Issuance cost | ' | $1.60 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Operating activities | ' | ' | ' |
Net loss | ($45,034,706) | ($24,226,789) | ($21,220,779) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' | ' |
Depreciation | 39,622 | 47,140 | 75,141 |
Share-based compensation | 3,211,802 | 1,669,262 | 443,785 |
Change in fair value of warrant liabilities | 217,443 | -87,204 | -4,730 |
Amortization of debt issuance costs | 650,780 | 355,663 | 394,300 |
Changes in operating assets and liabilities | ' | ' | ' |
Receivables | -1,626,237 | ' | ' |
Prepaid expenses | -142,930 | 19,059 | 4,231 |
Deposits | -11,637 | -311,524 | 43,642 |
Accounts payable | 4,101,969 | -809,245 | 1,434,696 |
Accrued expenses | 49,739 | 53,564 | 413,103 |
Accrued payroll and benefits | 438,699 | 183,447 | 101,975 |
Deferred revenue | 5,664,588 | ' | ' |
Net cash used in operating activities | -32,440,868 | -23,106,627 | -18,314,636 |
Investing activities | ' | ' | ' |
Purchases of furniture, fixtures and equipment | -134,125 | -8,437 | -13,389 |
Net cash used in investing activities | -134,125 | -8,437 | -13,389 |
Financing activities | ' | ' | ' |
Proceeds from borrowing on convertible promissory notes | ' | ' | 5,000,000 |
Proceeds from borrowing on long-term debt | 5,238,327 | ' | 10,000,000 |
Payment of long-term debt | -238,327 | ' | ' |
Proceeds from exercise of stock options and warrants | 61,865 | 34,508 | 69,932 |
Proceeds from issuance of common stock, net of underwriting discounts | 54,407,814 | 78,289,762 | ' |
Payment of offering costs | -200,150 | -702,716 | -880,742 |
Payment of debt issuance costs | -300,372 | ' | -306,898 |
Net cash provided by financing activities | 58,969,157 | 77,621,554 | 13,882,292 |
Net change in cash and equivalents | 26,394,164 | 54,506,490 | -4,445,733 |
Cash and equivalents at beginning of the period | 70,108,754 | 15,602,264 | 20,047,997 |
Cash and equivalents at end of the period | 96,502,918 | 70,108,754 | 15,602,264 |
Supplemental cash flow information | ' | ' | ' |
Cash paid for interest | 1,208,526 | 920,514 | ' |
Non-cash investing and financing activities | ' | ' | ' |
Accretion of redeemable convertible preferred shares | ' | 313,558 | 3,763,061 |
Allocation of the convertible note proceeds to warrant | ' | ' | 852,485 |
Allocation of the long-term debt proceeds to warrant | 461,144 | ' | 273,094 |
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 | ' | ' |
Description_of_Business
Description of Business | 12 Months Ended |
Dec. 31, 2013 | |
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. | |
From inception through the year ended December 31, 2012, the Company was in the 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. In May 2013, the Company entered into its first revenue-generating collaboration agreement and its first cost plus fixed fee development contract both of which are consistent with the Company’s business objectives. The Company emerged from the development stage due to the execution of these contracts and resulting revenue generated from its planned principal operations. Therefore, development stage reporting is no longer required. | |
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. The Company expects to continue to incur losses and require additional financial resources to advance its products to either commercial stage or liquidity events. | |
Our Board of Directors approved a 1-for-9.5 reverse stock split of our common and preferred shares on January 12, 2012, which became effective on January 29, 2012. All references to common stock, common shares outstanding, average number of common shares outstanding and per share amounts in our consolidated financial statements and notes to consolidated financial statements have been restated to reflect the 1-for-9.5 reverse stock split on a retroactive basis. | |
Basis_of_Presentation
Basis of Presentation | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
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 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. | |||||||||||||||||||||||
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. | |||||||||||||||||||||||
Cash Equivalents and Concentrations of Risks | |||||||||||||||||||||||
The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash deposits are all in financial institutions in the U.S. The Company maintains cash in accounts which are in excess of federally insured limits. | |||||||||||||||||||||||
Receivables | |||||||||||||||||||||||
Receivables consist of amounts billed and amounts 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. | |||||||||||||||||||||||
Furniture, Fixtures and Equipment | |||||||||||||||||||||||
Furniture, fixtures and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Furniture, fixtures and leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs and maintenance costs are expensed as incurred. | |||||||||||||||||||||||
Furniture, fixtures and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If there is an impairment, a loss is recognized. | |||||||||||||||||||||||
Deferred Offering Costs | |||||||||||||||||||||||
Deferred public offering costs represent legal, accounting and other direct costs related to the Company’s efforts to raise capital through a public sale of the Company’s common stock. Costs related to the Company’s initial public offering (“IPO”) activities were deferred until the completion of the IPO, at which time they were reclassified to additional paid-in capital as a reduction of the IPO proceeds. | |||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||
Income taxes are computed using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements. In estimating future tax consequences, the Company considers all expected future events other than enactment of changes in tax laws or rates. A valuation allowance is recorded, if necessary, to reduce net deferred tax assets to their realizable values if management does not believe it is more likely than not that the net deferred tax assets will be realized. | |||||||||||||||||||||||
Segment and Geographic Information | |||||||||||||||||||||||
Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment and all of the Company’s operations are in North America. | |||||||||||||||||||||||
Intellectual Property | |||||||||||||||||||||||
The Company’s policy is to file patent applications to protect technology, inventions and improvements that are considered important to the development of its business. The patent positions of technology companies, including the Company, are uncertain and involve complex legal and factual questions for which important legal principles are largely unresolved. The Company accounts for its intellectual property under the guidance of FASB ASC Topic 350, Intangibles—Goodwill and Other. Patent costs since inception have been expensed as incurred. | |||||||||||||||||||||||
Research and Development Expenses | |||||||||||||||||||||||
Research and development (“R&D”) expenses include direct and indirect R&D costs. Direct R&D consists principally of external costs, such as fees paid to investigators, consultants, central laboratories and clinical research organizations, including costs incurred in connection with clinical trials, and related clinical trial fees and all employee-related expenses for those employees working in research and development functions, including stock-based compensation for R&D personnel. Indirect R&D costs include insurance or other indirect costs related to the Company’s research and development function to specific product candidates. R&D costs are expensed as incurred. | |||||||||||||||||||||||
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. The Company’s clinical trial accrual is dependent upon the timely and accurate reporting of fee billings and passthrough expenses from contract research organizations and other third-party vendors as well as the timely processing of any change orders from the contract research organizations. | |||||||||||||||||||||||
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 royalties 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. | |||||||||||||||||||||||
Redeemable Convertible Preferred Shares | |||||||||||||||||||||||
The Company accounted for its mandatorily redeemable preferred shares under the requirements of FASB ASC Topic 480, Distinguishing Liabilities from Equity, which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The carrying value of redeemable convertible preferred shares is increased by periodic accretions so that the carrying amount will equal the redemption amount at the redemption date. These increases are effected through charges against additional paid-in capital, to the extent it is available, or the deficit accumulated during the development stage. The convertible shares were converted to common stock upon completion of the IPO on February 2, 2012. | |||||||||||||||||||||||
Net Loss Per Share | |||||||||||||||||||||||
Basic net loss per share is computed by dividing the net loss attributable to common shareholders by the weighted average number of common stock shares outstanding during the period. Diluted loss per share is computed by dividing the net loss attributable to common shareholders by the weighted average number of common stock shares adjusted for the dilutive effect of common stock equivalent shares outstanding during the period. Common stock equivalents consist of convertible senior notes (using the “as if converted” method), stock options, restricted stock shares and stock warrants. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect on earnings per share. | |||||||||||||||||||||||
Share-Based Compensation | |||||||||||||||||||||||
The Company accounts for share-based compensation following the provisions of FASB ASC Topic 718, Stock Compensation. The Company measures compensation cost for share-based payment awards granted to employees and non-employee directors at fair value using the Black-Scholes option-pricing model. The Company recognizes compensation expense on a straight-line basis over the service period for awards expected to vest. Compensation cost related to share-based payment awards granted to non-employees is adjusted each reporting period for changes in the fair value of the Company’s shares until the measurement date. The measurement date is generally considered to be the date when all services have been rendered or the date on which options are fully vested. | |||||||||||||||||||||||
The Company recorded the following share-based compensation expense in accordance with ASC Topic 718: | |||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||
2011 | 2012 | 2013 | |||||||||||||||||||||
Research and development | $ | 158,102 | $ | 519,717 | $ | 962,443 | |||||||||||||||||
General and administrative | 285,683 | 1,149,545 | 2,249,359 | ||||||||||||||||||||
Total | $ | 443,785 | $ | 1,669,262 | $ | 3,211,802 | |||||||||||||||||
Allocations to research and development and general and administrative expense are based upon the department to which the associated employee reported. No related tax benefits of the share-based compensation expense have been recognized. | |||||||||||||||||||||||
All employee stock options issued during 2012 and before December 8, 2010 were granted at an exercise price equal to or above the fair value of the stock at the date of grant; therefore, there was no intrinsic value. | |||||||||||||||||||||||
For the year ended December 31, 2011, for financial reporting purposes, the Company determined that options granted on December 8, 2010 and March 11, 2011 were granted at an amount less than fair market value. Compensation expense associated with these options was recorded in 2011. | |||||||||||||||||||||||
Valuation Assumptions for Stock Option Plans | |||||||||||||||||||||||
The employee share-based compensation expense recognized was determined using the Black-Scholes option-pricing model. Option-pricing models require the input of subjective assumptions and these assumptions can vary over time. | |||||||||||||||||||||||
The weighted-average assumptions used to determine the fair value of each option grant are as follows: | |||||||||||||||||||||||
2011 | 2012 | 2013 | |||||||||||||||||||||
Employees | Non- | Employees | Non- | Employees | Non- | ||||||||||||||||||
Employees | Employees | Employees | |||||||||||||||||||||
Estimated dividend yield | 0 | % | N/A | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||||
Expected share price volatility | 73.9 | % | N/A | 72.5 | % | 53.5 | % | 70.8 | % | 69.8 | % | ||||||||||||
Risk-free interest rate | 2.5 | % | N/A | 1.3 | % | 1.6 | % | 1 | % | 2.3 | % | ||||||||||||
Expected life of option (in years) | 6.1 | N/A | 5.5 | 9.5 | 5.5 | 9.8 | |||||||||||||||||
Weighted-average fair value per share | $ | 0.16 | N/A | $ | 4.65 | $ | 3.86 | $ | 4.26 | $ | 7.8 | ||||||||||||
Expected stock price volatility is based on an average of several peer public companies due to the Company’s limited history. For purposes of identifying peer companies, the Company considered characteristics such as industry, market capitalization, length of trading history, similar vesting terms and in-the-money option status. The risk-free rate is based on the U.S. Treasury yield curve during the expected life of the option. The dividend yield percentage is zero because the Company neither currently pays dividends nor intends to do so during the expected option term. The expected term represents the average time that options are expected to be outstanding. Due to a lack of term length data, the Company elected to use the mid-point between the vesting date and the contractual term as the expected term for employee options and contractual life for non-employees options. This is in accordance with the simplified method prescribed in SEC Staff Accounting Bulletin No. 107, Share-Based Payment, as the options meet the criteria of “plain-vanilla” options. | |||||||||||||||||||||||
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||||
3. Fair Value of Financial Instruments | ||||||||||||||||
The carrying values of cash equivalents, receivables, prepaid expenses, and accounts payable at December 31, 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 December 31, 2013, financial instruments and respective fair values have been classified as follows: | ||||||||||||||||
Quoted Prices | Significant | |||||||||||||||
in Active | Other | Significant | ||||||||||||||
Markets for | Observable | Unobservable | Balance at | |||||||||||||
Identical Assets | Inputs | Inputs | December 31, | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | 2012 | |||||||||||||
Assets: | ||||||||||||||||
Money Market Funds | $ | 67,783,021 | $ | - | $ | - | $ | 67,783,021 | ||||||||
Total assets at fair value: | $ | 67,783,021 | $ | - | $ | - | $ | 67,783,021 | ||||||||
Quoted Prices | Significant | |||||||||||||||
in Active | Other | Significant | ||||||||||||||
Markets for | Observable | Unobservable | Balance at | |||||||||||||
Identical Assets | Inputs | Inputs | December 31, | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | 2013 | |||||||||||||
Assets: | ||||||||||||||||
Money Market Funds | $ | 91,165,448 | $ | - | $ | - | $ | 91,165,448 | ||||||||
Total assets at fair value: | $ | 91,165,448 | $ | - | $ | - | $ | 91,165,448 | ||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities | $ | - | $ | - | $ | 920,174 | $ | 920,174 | ||||||||
Total liabilities at fair value: | $ | - | $ | - | $ | 920,174 | $ | 920,174 | ||||||||
The change in the fair value measurement using significant unobservable inputs (Level 3) is summarized below: | ||||||||||||||||
Balance at December 31, 2011 | $ | 1,120,849 | ||||||||||||||
Change in fair value recorded as interest expense | 17,461 | |||||||||||||||
Change in fair value recorded as interest income | (104,663 | ) | ||||||||||||||
Reclassification of August 2011 Warrant to additional paid-in capital | (865,216 | ) | ||||||||||||||
Reclassification of Hercules Warrant to additional paid-in capital | (168,431 | ) | ||||||||||||||
Balance at December 31, 2012 | $ | - | ||||||||||||||
Allocation of long-term debt proceeds to warrant | 461,144 | |||||||||||||||
Reclassification of additional paid-in-capital to warrant | 241,587 | |||||||||||||||
Change in fair value recorded as interest income | (14,355 | ) | ||||||||||||||
Change in fair value recorded as interest expense | 231,798 | |||||||||||||||
Balance at December 31, 2013 | $ | 920,174 | ||||||||||||||
The warrant liability represents the Company’s allocation of a portion of the proceeds from the August 2011 Notes and the December 2011 Note (both as defined in Note 8). The allocation of the proceeds from the August 2011 Notes and the December 2011 Note was based on the fair value of the warrant liability on the dates of grant. The Company accounted for the warrant liability in accordance with ASC Topic 480, Distinguishing Liabilities from Equity, which requires that a purchase option to acquire redeemable equity (either puttable or mandatorily redeemable) be reported as liabilities. The Company measured the fair value of the warrant liability based upon contemporaneous valuations. The August 2011 Warrants (as defined in Note 8) utilized the Black-Scholes pricing model while the Hercules Warrant (as defined in Note 8) utilized the Binomial model at each balance sheet date. The Company recorded changes in the fair value of the warrant liability as interest expense or interest income, as applicable. | ||||||||||||||||
The August 2011 Warrant liability and Hercules Warrant liability were reclassified to additional paid-in-capital upon the conversion of warrants to purchase preferred stock into warrants to purchase common stock, in connection with the Company’s IPO. The May 2013 amendment to the warrant agreement with Hercules required the First Hercules Warrant and the Second Hercules Warrant (as defined in Note 8) to be classified as a liability and be marked to market at each reporting period. | ||||||||||||||||
The Company used significant assumptions in estimating the fair value of the warrant liability including the estimated volatility, risk free interest rate, estimated fair value of the preferred shares in relation to the August 2011 Warrant liability and current market value of common stock for the December 2011 Warrant liability. These assumptions were used to establish an expected set of cash flows which were probability-weighted and discounted to present value to determine a fair value. | ||||||||||||||||
The Company calculated the fair value of the Hercules Warrants using a Binomial model. For the year ended December 31, 2013, the Company applied the following assumptions: | ||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||
First Hercules Warrant | Second Hercules Warrant | |||||||||||||||
Estimated dividend yield | - | - | ||||||||||||||
Volatility | 86.9 | % | 85.3 | % | ||||||||||||
Risk-free interest rate | 2.7 | % | 2.8 | % | ||||||||||||
Expected life of warrant (in years) | 8 | 9.4 | ||||||||||||||
. | ||||||||||||||||
The August 2011 Notes were converted to common stock in February 2012 when the Company completed its IPO. | ||||||||||||||||
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 December 31, 2013, the carrying value was $14.7 million. There were no transfers between levels of the fair value hierarchy for any assets or liabilities measured at fair value in the twelve months ended December 31, 2013. |
Significant_Agreements_and_Con
Significant Agreements and Contracts | 12 Months Ended |
Dec. 31, 2013 | |
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. Optimer was acquired by Cubist Pharmaceuticals, Inc. in October 2013. | |
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 sub licensee 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. | |
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 twelve-month period ended December 31, 2013, the Company recognized $3.4 million 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 December 31, 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 December 31, 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 | 12 Months Ended | |
Dec. 31, 2013 | ||
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 December 31, 2013, the Company’s receivables consisted primarily of earned but unbilled receivables under the BARDA agreement. |
Furniture_Fixtures_and_Equipme
Furniture, Fixtures and Equipment | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Furniture, Fixtures and Equipment | ' | |||||||||||
6. Furniture, Fixtures and Equipment | ||||||||||||
Furniture, fixtures and equipment consist of the following as of: | ||||||||||||
Useful Life (years) | December 31, | |||||||||||
2012 | 2013 | |||||||||||
Computer equipment | 2 | $ | 191,889 | $ | 207,795 | |||||||
Software | 2 | 46,594 | 41,842 | |||||||||
Furniture | 5 | 38,792 | 74,499 | |||||||||
Leasehold improvements | 3 | 4,809 | 11,936 | |||||||||
Total furniture, fixtures and equipment | 282,084 | 336,072 | ||||||||||
Less accumulated depreciation | (238,867 | ) | (198,351 | ) | ||||||||
Furniture, fixtures and equipment, net | $ | 43,217 | $ | 137,721 | ||||||||
Depreciation expense for the years ended December 31, 2011, 2012 and 2013 was $75,142, $47,140 and $39,622, respectively. |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accrued Expenses | ' | |||||||
7. Accrued Expenses | ||||||||
Accrued expenses are comprised of the following as of: | ||||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Accrued professional fees | $ | 238,179 | $ | 153,689 | ||||
Other accrued fees | - | 55,046 | ||||||
Accrued interest | 82,236 | 123,354 | ||||||
Deferred rent | 21,503 | 59,568 | ||||||
Total accrued expenses | $ | 341,918 | $ | 391,657 | ||||
LongTerm_Debt_Unsecured_Conver
Long-Term Debt & Unsecured Convertible Promissory Note | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Long-Term Debt & Unsecured Convertible Promissory Note | ' | ||||
8. Long-term Debt & Unsecured Convertible Promissory Note | |||||
9.55% 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 initial loan amount to $15,000,000, and 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 IPO on February 2, 2012, the warrant liability was reclassified to additional paid-in capital. Since the amendment to the warrant in May 2013 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. | |||||
10% Unsecured Convertible Promissory Note | |||||
In August 2011, the Company issued 10.0% unsecured convertible notes (the “August 2011 Notes”) in the original aggregate principal amount of $5,000,000. | |||||
Upon completion of the IPO, the August 2011 Notes and accrued interest of $5.3 million converted into 876,621 shares of common stock. | |||||
In connection with the issuance of the August 2011 Notes, the Company issued warrants (the “August 2011 Warrants”) that have a term of seven years. The August 2011 Warrants gave holders the right to purchase a certain number of Company shares or securities at a specified exercise price with respect to the first to occur of several scenarios. Upon completion of the IPO, the warrants became exercisable for an aggregate of 208,332 shares of the Company’s common stock at an exercise price of $6.00 per share and the related warrant liability was reclassified to additional paid-in capital. | |||||
Scheduled Maturities: | |||||
Scheduled maturities of long-term debt are as follows: | |||||
Year Ending December 31: | |||||
2014 | $ | 2,200,922 | |||
2015(1) | 5,137,766 | ||||
2016 | 5,215,360 | ||||
2017(2) | 3,341,197 | ||||
Total | 15,895,245 | ||||
Less: Unamortized discount | (1,156,085 | ) | |||
Less: Current portion of long-term debt | (2,200,922 | ) | |||
Long-term debt | $ | 12,538,238 | |||
-1 | On the date that all of the principal and interest of the December 2011 Note was originally due and payable, the Company must pay Hercules an end of term fee of $400,000, which is represented in year 2015 of the table above. | ||||
-2 | On the date that all of the principal and interest of the December 2011 Note become due and payable as amended, the Company must pay Hercules an end of term fee of $495,245, which is represented in year 2017 of the table above. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies | ' | |||
9. Commitments and Contingencies | ||||
Future minimum lease payments required under non-cancellable operating leases as of December 31, 2013 are as follows: | ||||
Operating | ||||
Leases | ||||
2014 | $ | 157,428 | ||
2015 | 256,557 | |||
2016 | 264,253 | |||
2017 | 272,181 | |||
2018 | 280,347 | |||
Thereafter | 119,420 | |||
Total minimum lease payments | $ | 1,350,186 | ||
Rent expense for the years ended December 31, 2011, 2012 and 2013 was $125,969, $114,642 and $145,549 , respectively. | ||||
See Note 4—Significant Agreements and Contracts for contingencies related to the Optimer Agreement and the TSRI agreement. |
Shareholders_Equity_Deficit
Shareholders' Equity (Deficit) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Shareholders' Equity (Deficit) | ' | |||
10. Shareholders’ Equity (Deficit) | ||||
Common Stock | ||||
In connection with the IPO, all of the Company’s outstanding common and preferred shares, including accrued yield of $13.7 million, automatically converted into a total of 10,492,341 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. | ||||
During 2013, the Company issued 13,685 shares of common stock at a weighted average exercise price of $0.60 per share for the exercise of option grants and 8,944 shares of common stock at a weighted average exercise price of $6.00 per share for the exercise of warrants. | ||||
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. | ||||
During 2012, the Company issued 10,351 shares of common stock at a weighted average price of $3.33 per share for the exercise of share option grants. | ||||
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 $25,118,997 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 agreed to register the resale of the shares of common stock issued in the financing. | ||||
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. | ||||
During 2011, the Company issued 38,815 common shares at a weighted average price of $1.81 per share for the exercise of option grants. | ||||
The following table presents common stock reserved for future issuance for the following equity instruments as of December 31, 2013: | ||||
Warrants to purchase common stock | 338,185 | |||
Options: | ||||
Outstanding under the 2006 Stock Plan | 688,500 | |||
Outstanding under the 2011 Equity Incentive Plan | 1,144,351 | |||
Available for future grants under the 2011 Equity Incentive Plan | 1,984,728 | |||
Total common stock reserved for future issuance | 4,155,764 | |||
Stock_Option_Plans
Stock Option Plans | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stock Option Plans | ' | ||||||||||||||||
11. Stock 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 December 31, 2013, there were options for an aggregate of 688,500 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”), which authorizes the issuance of up to 3,131,579 shares under the 2011 Plan. As of December 31, 2013, there were 1,984,728 options shares available under the 2011 Plan. | |||||||||||||||||
Upon adoption 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 and 2011 Plan activity: | |||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Average | Average | Aggregate | |||||||||||||||
Number of | Exercise | Contractual | Intrinsic | ||||||||||||||
Options | Price | Term (in years) | Value (1) | ||||||||||||||
Outstanding - December 31, 2010 | 756,517 | $ | 2 | ||||||||||||||
Granted | 101,772 | 2.28 | |||||||||||||||
Exercised | (38,815 | ) | 1.81 | ||||||||||||||
Forfeited | (84,153 | ) | 2.19 | ||||||||||||||
Expired | (19,510 | ) | 2.09 | ||||||||||||||
Outstanding - December 31, 2011 | 715,811 | 2 | |||||||||||||||
Granted | 475,417 | 7.45 | |||||||||||||||
Exercised | (10,351 | ) | 3.33 | ||||||||||||||
Forfeited | (18,275 | ) | 5.86 | ||||||||||||||
Expired | - | - | |||||||||||||||
Outstanding - December 31, 2012 | 1,162,602 | $ | 4.18 | ||||||||||||||
Granted | 758,374 | 7.03 | |||||||||||||||
Exercised | (13,685 | ) | 0.6 | ||||||||||||||
Forfeited | (74,440 | ) | 7.16 | ||||||||||||||
Expired | - | - | |||||||||||||||
Outstanding - December 31, 2013 | 1,832,851 | 5.26 | 7.66 | $ | 13,068,577 | ||||||||||||
Exercisable - December 31, 2013 | 1,521,275 | 4.97 | 7.43 | 11,290,022 | |||||||||||||
Vested and expected to vest at December 31, 2013 (2) | 1,801,693 | $ | 5.24 | 7.64 | $ | 12,890,721 | |||||||||||
-1 | Intrinsic value is the excess of the fair value of the underlying common shares as of December 31, 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 December 31, 2013: | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Exercise Price | Number of Options | Weighted Average Remaining Contractual Term (in years) | Number of Options | Weighted Average Remaining Contractual Term (in years) | |||||||||||||
$0.48 - $1.71 | 85,056 | 2.73 | 85,056 | 2.73 | |||||||||||||
$1.72 - $2.94 | 603,444 | 6.1 | 543,867 | 6 | |||||||||||||
$5.40 - $7.86 | 1,104,351 | 8.82 | 892,144 | 8.75 | |||||||||||||
$7.87 - $12.66 | 40,000 | 9.93 | 208 | 9.9 | |||||||||||||
1,832,851 | 1,521,275 | ||||||||||||||||
During the year ended December 31, 2011, 2012 and 2013, the Company recorded $443,785, $1,669,262, and $3,211,802 in share-based compensation expense, respectively. As of December 31, 2013, approximately $1,238,000 of total unrecognized compensation cost related to unvested share options is expected to be recognized over a weighted-average period of 2.70 years. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Income Taxes | ' | |||||||||||||||||||||||
12. Income Taxes | ||||||||||||||||||||||||
No provision for U.S. Federal or state income taxes has been recorded as the Company has incurred net operating losses since inception. | ||||||||||||||||||||||||
Significant components of the Company’s deferred income tax assets as of December 31, 2012 and 2013 consist of the following: | ||||||||||||||||||||||||
2012 | 2013 | |||||||||||||||||||||||
Current | ||||||||||||||||||||||||
Deferred income tax assets | ||||||||||||||||||||||||
Other current assets | $ | 26,400 | $ | 22,200 | ||||||||||||||||||||
Total net deferred income taxes, current | 26,400 | 22,200 | ||||||||||||||||||||||
Less valuation allowance | (26,400 | ) | (22,200 | ) | ||||||||||||||||||||
Total net deferred income taxes, current | $ | - | $ | - | ||||||||||||||||||||
Non-current | ||||||||||||||||||||||||
Deferred income tax assets | ||||||||||||||||||||||||
Tax loss carryforwards | $ | 26,382,100 | $ | 40,193,200 | ||||||||||||||||||||
Contribution carryforwards | 25,800 | 30,900 | ||||||||||||||||||||||
Tax credits | 2,498,800 | 4,230,300 | ||||||||||||||||||||||
Start-up costs | 6,599,200 | 6,871,600 | ||||||||||||||||||||||
Share-based compensation | 679,000 | 1,080,200 | ||||||||||||||||||||||
Other assets | 134,600 | 429,900 | ||||||||||||||||||||||
Total net deferred income taxes, non-current | 36,319,500 | 52,836,100 | ||||||||||||||||||||||
Less valuation allowance | (36,319,500 | ) | (52,836,100 | ) | ||||||||||||||||||||
Total net deferred income tax | $ | - | $ | - | ||||||||||||||||||||
At December 31, 2012 and 2013, the Company provided a full valuation allowance against its net deferred tax assets since at that time, the Company could not assert that it was more likely than not that these deferred tax assets would be realized. There was an increase in the valuation allowance in the current year in the amount of $16,512,400, all of which was allocable to current operating activities. | ||||||||||||||||||||||||
The table below summarizes changes in the deferred tax valuation allowance: | ||||||||||||||||||||||||
2011 | 2012 | 2013 | ||||||||||||||||||||||
Balance at beginning of year | $ | 19,109,500 | $ | 27,419,700 | $ | 36,345,900 | ||||||||||||||||||
Charges to costs and expenses | 8,310,200 | 8,926,200 | 16,512,400 | |||||||||||||||||||||
Write-offs | - | - | - | |||||||||||||||||||||
Balance at end of year | $ | 27,419,700 | $ | 36,345,900 | $ | 52,858,300 | ||||||||||||||||||
As of December 31, 2013, the Company had federal net operating loss carryforwards of approximately $108,130,800 and state net operating loss carryforwards of approximately $106,897,800. The net operating loss carryforwards begin to expire in 2026 and 2021 for federal and state tax purposes, respectively. The Company's federal and state net operating loss carryforwards include approximately $122,200 of excess tax benefits related to deductions from the exercise of stock options. The tax benefit of these deductions has not been recognized in deferred tax assets. If utilized, the benefits from these deductions will be recorded as adjustments to additional paid-in capital. The Company also had federal research and development credit carryforwards of approximately $4,150,000 which begin to expire in 2026, federal orphan drug credits carryforwards of approximately $80,200 which begin to expire in 2033, and federal charitable contribution carryforwards of approximately $90,900 which begin to expire in 2014. | ||||||||||||||||||||||||
The Tax Reform Act of 1986 contains provisions which limit the ability to utilize the net operating loss carryforwards in the case of certain events including significant changes in ownership interests. If the Company’s net operating loss carryforwards are limited, and the Company has taxable income which exceeds the permissible yearly net operating loss carryforward, the Company would incur a federal income tax liability even though net operating loss carryforwards would be available in future years. | ||||||||||||||||||||||||
The reasons for the difference between actual income tax expense (benefit) for the years ended December 31, 2011, 2012 and 2013 and the amount computed by applying the statutory federal income tax rate to losses before income tax (benefit) are as follows: | ||||||||||||||||||||||||
2011 | 2012 | 2013 | ||||||||||||||||||||||
Amount | % of Pretax Earnings | Amount | % of Pretax Earnings | Amount | % of Pretax Earnings | |||||||||||||||||||
United States federal tax at statutory rate | $ | (7,215,100 | ) | 34 | % | $ | (8,237,100 | ) | 34 | % | $ | (15,311,800 | ) | 34 | % | |||||||||
State taxes (net of federal benefit) | (957,100 | ) | 5 | % | (1,092,600 | ) | 5 | % | (1,463,600 | ) | 3 | % | ||||||||||||
Nondeductible expenses | 12,700 | 0 | % | 342,300 | (1 | %) | 901,900 | (2 | %) | |||||||||||||||
Loss from pass-through entity | 468,700 | (2 | %) | 58,700 | 0 | % | - | 0 | % | |||||||||||||||
Credits | (557,500 | ) | 3 | % | - | 0 | % | (1,731,500 | ) | 4 | % | |||||||||||||
Adjustment for state rate change | - | 0 | % | - | 0 | % | 1,092,000 | (2 | %) | |||||||||||||||
Other, net | (61,900 | ) | 0 | % | 2,500 | 0 | % | 600 | 0 | % | ||||||||||||||
Change in valuation allowance | 8,310,200 | (39 | %) | 8,926,200 | (37 | %) | 16,512,400 | (37 | %) | |||||||||||||||
Provision for income taxes | $ | - | 0 | % | $ | - | 0 | % | $ | - | 0 | % | ||||||||||||
The research and development credit, which had previously expired on December 31, 2011, was reinstated as part of the American Taxpayer Relief Act of 2012 enacted on January 2, 2013. This legislation retroactively reinstated and extended the credit from the previous expiration date through December 31, 2013. As a result, the Company adjusted its deferred tax assets in 2013 for the 2013 and 2012 research and development credits, which resulted in an increase to the deferred tax assets and a corresponding increase to the valuation allowance of approximately $1,256,800 and $394,500, respectively. | ||||||||||||||||||||||||
On July 23, 2013, North Carolina enacted House Bill 998, which reduced the corporate income tax rate from 6.9% in 2013 to 6% in 2014 and to 5% in 2015. As a result of the new enacted tax rate, the Company adjusted its deferred tax assets in 2013 by applying the lower rate, which resulted in a decrease to the deferred tax assets and a corresponding decrease to the valuation allowance of approximately $1,092,000. | ||||||||||||||||||||||||
As of December 31, 2012 and 2013, the Company had no unrecognized tax benefits. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in the provision for income taxes. At the adoption date of January 1, 2007 and as of December 31, 2013, the Company had no accrued interest or penalties related to uncertain tax positions. | ||||||||||||||||||||||||
The Company has analyzed its filing positions in all significant federal and state jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. With few exceptions, the Company is no longer subject to United States Federal, state, and local tax examinations by tax authorities for years before 2010 although carryforward attributes that were generated prior to 2010 may still be adjusted upon examination by the taxing authorities if they either have been or will be used in a future period. No income tax returns are currently under examination by taxing authorities. | ||||||||||||||||||||||||
Net_Loss_Per_Share
Net Loss Per Share | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Net Loss Per Share | ' | ||||||||||||
13. 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: | |||||||||||||
December 31, | |||||||||||||
2011 | 2012 | 2013 | |||||||||||
Redeemable convertible preferred share | 7,670,733 | 691,623 | - | ||||||||||
Convertible debt | 200,942 | 44,682 | - | ||||||||||
Warrants outstanding | 45,869 | 239,021 | 301,938 | ||||||||||
Stock options outstanding | 755,467 | 1,049,660 | 1,726,918 | ||||||||||
8,673,011 | 2,024,986 | 2,028,856 | |||||||||||
Selected_Quarterly_Data
Selected Quarterly Data | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Selected Quarterly Data | ' | ||||||||||||||||
14. Selected Quarterly Data (unaudited, in thousands, except for loss per share data) | |||||||||||||||||
Quarter Ended | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2013 | 2013 | 2013 | 2013 | ||||||||||||||
Revenue | |||||||||||||||||
Contract research | $ | - | $ | 232 | $ | 1,172 | $ | 2,073 | |||||||||
License | - | 4,335 | - | - | |||||||||||||
Total revenue | $ | - | $ | 4,567 | $ | 1,172 | $ | 2,073 | |||||||||
Operating expenses | |||||||||||||||||
Research and development | 7,371 | 6,327 | 11,919 | 15,683 | |||||||||||||
General and administrative | 2,647 | 2,081 | 2,167 | 2,538 | |||||||||||||
Loss from operations | (10,018 | ) | (3,841 | ) | (12,914 | ) | (16,148 | ) | |||||||||
Interest income | 1 | 12 | 3 | 2 | |||||||||||||
Interest expense | (328 | ) | (384 | ) | (736 | ) | (684 | ) | |||||||||
Net loss attributable to common shareholders | $ | (10,345 | ) | $ | (4,213 | ) | $ | (13,647 | ) | $ | (16,830 | ) | |||||
Net loss per share - basic and diluted | $ | (0.42 | ) | $ | (0.16 | ) | $ | (0.41 | ) | $ | (0.51 | ) | |||||
Shares used in calculating basic and diluted net loss per share | 24,904 | 26,382 | 33,184 | 33,197 | |||||||||||||
Quarter Ended | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2012 | 2012 | 2012 | 2012 | ||||||||||||||
Operating expenses | |||||||||||||||||
Research and development | $ | 1,876 | $ | 7,424 | $ | 3,156 | $ | 4,413 | |||||||||
General and administrative | 972 | 1,777 | 1,495 | 1,825 | |||||||||||||
Loss from operations | (2,848 | ) | (9,201 | ) | (4,651 | ) | (6,238 | ) | |||||||||
Interest income | 105 | 1 | 1 | 1 | |||||||||||||
Interest expense | (407 | ) | (328 | ) | (331 | ) | (331 | ) | |||||||||
Net Loss | $ | (3,150 | ) | $ | (9,528 | ) | $ | (4,981 | ) | $ | (6,568 | ) | |||||
Accretion of redeemable convertible preferred shares | (314 | ) | - | - | - | ||||||||||||
Net loss attributable to common shareholders | $ | (3,464 | ) | $ | (9,528 | ) | $ | (4,981 | ) | $ | (6,568 | ) | |||||
Net loss per share - basic and diluted | $ | (0.26 | ) | $ | (0.45 | ) | $ | (0.24 | ) | $ | (0.27 | ) | |||||
Shares used in calculating basic and diluted net loss per share | 13,251 | 21,035 | 21,038 | 24,147 | |||||||||||||
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
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 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. | |||||||||||||||||||||||
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. | |||||||||||||||||||||||
Cash Equivalents and Concentrations of Risks | ' | ||||||||||||||||||||||
Cash Equivalents and Concentrations of Risks | |||||||||||||||||||||||
The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash deposits are all in financial institutions in the U.S. The Company maintains cash in accounts which are in excess of federally insured limits. | |||||||||||||||||||||||
Receivables | ' | ||||||||||||||||||||||
Receivables | |||||||||||||||||||||||
Receivables consist of amounts billed and amounts 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. | |||||||||||||||||||||||
Furniture, Fixtures and Equipment | ' | ||||||||||||||||||||||
Furniture, Fixtures and Equipment | |||||||||||||||||||||||
Furniture, fixtures and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Furniture, fixtures and leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs and maintenance costs are expensed as incurred. | |||||||||||||||||||||||
Furniture, fixtures and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If there is an impairment, a loss is recognized. | |||||||||||||||||||||||
Deferred Offering Costs | ' | ||||||||||||||||||||||
Deferred Offering Costs | |||||||||||||||||||||||
Deferred public offering costs represent legal, accounting and other direct costs related to the Company’s efforts to raise capital through a public sale of the Company’s common stock. Costs related to the Company’s initial public offering (“IPO”) activities were deferred until the completion of the IPO, at which time they were reclassified to additional paid-in capital as a reduction of the IPO proceeds. | |||||||||||||||||||||||
Income Taxes | ' | ||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||
Income taxes are computed using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements. In estimating future tax consequences, the Company considers all expected future events other than enactment of changes in tax laws or rates. A valuation allowance is recorded, if necessary, to reduce net deferred tax assets to their realizable values if management does not believe it is more likely than not that the net deferred tax assets will be realized. | |||||||||||||||||||||||
Segment and Geographic Information | ' | ||||||||||||||||||||||
Segment and Geographic Information | |||||||||||||||||||||||
Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment and all of the Company’s operations are in North America. | |||||||||||||||||||||||
Intellectual Property | ' | ||||||||||||||||||||||
Intellectual Property | |||||||||||||||||||||||
The Company’s policy is to file patent applications to protect technology, inventions and improvements that are considered important to the development of its business. The patent positions of technology companies, including the Company, are uncertain and involve complex legal and factual questions for which important legal principles are largely unresolved. The Company accounts for its intellectual property under the guidance of FASB ASC Topic 350, Intangibles—Goodwill and Other. Patent costs since inception have been expensed as incurred. | |||||||||||||||||||||||
Research and Development Expenses | ' | ||||||||||||||||||||||
Research and Development Expenses | |||||||||||||||||||||||
Research and development (“R&D”) expenses include direct and indirect R&D costs. Direct R&D consists principally of external costs, such as fees paid to investigators, consultants, central laboratories and clinical research organizations, including costs incurred in connection with clinical trials, and related clinical trial fees and all employee-related expenses for those employees working in research and development functions, including stock-based compensation for R&D personnel. Indirect R&D costs include insurance or other indirect costs related to the Company’s research and development function to specific product candidates. R&D costs are expensed as incurred. | |||||||||||||||||||||||
Clinical Trial Accruals | ' | ||||||||||||||||||||||
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. The Company’s clinical trial accrual is dependent upon the timely and accurate reporting of fee billings and passthrough expenses from contract research organizations and other third-party vendors as well as the timely processing of any change orders from the contract research organizations. | |||||||||||||||||||||||
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 royalties 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. | |||||||||||||||||||||||
Redeemable Convertible Preferred Shares | ' | ||||||||||||||||||||||
Redeemable Convertible Preferred Shares | |||||||||||||||||||||||
The Company accounted for its mandatorily redeemable preferred shares under the requirements of FASB ASC Topic 480, Distinguishing Liabilities from Equity, which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The carrying value of redeemable convertible preferred shares is increased by periodic accretions so that the carrying amount will equal the redemption amount at the redemption date. These increases are effected through charges against additional paid-in capital, to the extent it is available, or the deficit accumulated during the development stage. The convertible shares were converted to common stock upon completion of the IPO on February 2, 2012. | |||||||||||||||||||||||
Net Loss Per Share | ' | ||||||||||||||||||||||
Net Loss Per Share | |||||||||||||||||||||||
Basic net loss per share is computed by dividing the net loss attributable to common shareholders by the weighted average number of common stock shares outstanding during the period. Diluted loss per share is computed by dividing the net loss attributable to common shareholders by the weighted average number of common stock shares adjusted for the dilutive effect of common stock equivalent shares outstanding during the period. Common stock equivalents consist of convertible senior notes (using the “as if converted” method), stock options, restricted stock shares and stock warrants. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect on earnings per share. | |||||||||||||||||||||||
Share-Based Compensation | ' | ||||||||||||||||||||||
Share-Based Compensation | |||||||||||||||||||||||
The Company accounts for share-based compensation following the provisions of FASB ASC Topic 718, Stock Compensation. The Company measures compensation cost for share-based payment awards granted to employees and non-employee directors at fair value using the Black-Scholes option-pricing model. The Company recognizes compensation expense on a straight-line basis over the service period for awards expected to vest. Compensation cost related to share-based payment awards granted to non-employees is adjusted each reporting period for changes in the fair value of the Company’s shares until the measurement date. The measurement date is generally considered to be the date when all services have been rendered or the date on which options are fully vested. | |||||||||||||||||||||||
The Company recorded the following share-based compensation expense in accordance with ASC Topic 718: | |||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||
2011 | 2012 | 2013 | |||||||||||||||||||||
Research and development | $ | 158,102 | $ | 519,717 | $ | 962,443 | |||||||||||||||||
General and administrative | 285,683 | 1,149,545 | 2,249,359 | ||||||||||||||||||||
Total | $ | 443,785 | $ | 1,669,262 | $ | 3,211,802 | |||||||||||||||||
Allocations to research and development and general and administrative expense are based upon the department to which the associated employee reported. No related tax benefits of the share-based compensation expense have been recognized. | |||||||||||||||||||||||
All employee stock options issued during 2012 and before December 8, 2010 were granted at an exercise price equal to or above the fair value of the stock at the date of grant; therefore, there was no intrinsic value. | |||||||||||||||||||||||
For the year ended December 31, 2011, for financial reporting purposes, the Company determined that options granted on December 8, 2010 and March 11, 2011 were granted at an amount less than fair market value. Compensation expense associated with these options was recorded in 2011. | |||||||||||||||||||||||
Valuation Assumptions for Stock Option Plans | ' | ||||||||||||||||||||||
Valuation Assumptions for Stock Option Plans | |||||||||||||||||||||||
The employee share-based compensation expense recognized was determined using the Black-Scholes option-pricing model. Option-pricing models require the input of subjective assumptions and these assumptions can vary over time. | |||||||||||||||||||||||
The weighted-average assumptions used to determine the fair value of each option grant are as follows: | |||||||||||||||||||||||
2011 | 2012 | 2013 | |||||||||||||||||||||
Employees | Non- | Employees | Non- | Employees | Non- | ||||||||||||||||||
Employees | Employees | Employees | |||||||||||||||||||||
Estimated dividend yield | 0 | % | N/A | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||||
Expected share price volatility | 73.9 | % | N/A | 72.5 | % | 53.5 | % | 70.8 | % | 69.8 | % | ||||||||||||
Risk-free interest rate | 2.5 | % | N/A | 1.3 | % | 1.6 | % | 1 | % | 2.3 | % | ||||||||||||
Expected life of option (in years) | 6.1 | N/A | 5.5 | 9.5 | 5.5 | 9.8 | |||||||||||||||||
Weighted-average fair value per share | $ | 0.16 | N/A | $ | 4.65 | $ | 3.86 | $ | 4.26 | $ | 7.8 | ||||||||||||
Expected stock price volatility is based on an average of several peer public companies due to the Company’s limited history. For purposes of identifying peer companies, the Company considered characteristics such as industry, market capitalization, length of trading history, similar vesting terms and in-the-money option status. The risk-free rate is based on the U.S. Treasury yield curve during the expected life of the option. The dividend yield percentage is zero because the Company neither currently pays dividends nor intends to do so during the expected option term. The expected term represents the average time that options are expected to be outstanding. Due to a lack of term length data, the Company elected to use the mid-point between the vesting date and the contractual term as the expected term for employee options and contractual life for non-employees options. This is in accordance with the simplified method prescribed in SEC Staff Accounting Bulletin No. 107, Share-Based Payment, as the options meet the criteria of “plain-vanilla” options. |
Basis_of_Presentation_Tables
Basis of Presentation (Tables) | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Summary of Share-based Compensation Expense | ' | ||||||||||||||||||||||
The Company recorded the following share-based compensation expense in accordance with ASC Topic 718: | |||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||
2011 | 2012 | 2013 | |||||||||||||||||||||
Research and development | $ | 158,102 | $ | 519,717 | $ | 962,443 | |||||||||||||||||
General and administrative | 285,683 | 1,149,545 | 2,249,359 | ||||||||||||||||||||
Total | $ | 443,785 | $ | 1,669,262 | $ | 3,211,802 | |||||||||||||||||
Weighted-Average Assumptions Used to Determine the Fair Value of Each Option Grant | ' | ||||||||||||||||||||||
The weighted-average assumptions used to determine the fair value of each option grant are as follows: | |||||||||||||||||||||||
2011 | 2012 | 2013 | |||||||||||||||||||||
Employees | Non- | Employees | Non- | Employees | Non- | ||||||||||||||||||
Employees | Employees | Employees | |||||||||||||||||||||
Estimated dividend yield | 0 | % | N/A | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||||
Expected share price volatility | 73.9 | % | N/A | 72.5 | % | 53.5 | % | 70.8 | % | 69.8 | % | ||||||||||||
Risk-free interest rate | 2.5 | % | N/A | 1.3 | % | 1.6 | % | 1 | % | 2.3 | % | ||||||||||||
Expected life of option (in years) | 6.1 | N/A | 5.5 | 9.5 | 5.5 | 9.8 | |||||||||||||||||
Weighted-average fair value per share | $ | 0.16 | N/A | $ | 4.65 | $ | 3.86 | $ | 4.26 | $ | 7.8 | ||||||||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Fair Value of Financial Instruments by Balance Sheet Class | ' | |||||||||||||||
At December 31, 2012 and December 31, 2013, financial instruments and respective fair values have been classified as follows: | ||||||||||||||||
Quoted Prices | Significant | |||||||||||||||
in Active | Other | Significant | ||||||||||||||
Markets for | Observable | Unobservable | Balance at | |||||||||||||
Identical Assets | Inputs | Inputs | December 31, | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | 2012 | |||||||||||||
Assets: | ||||||||||||||||
Money Market Funds | $ | 67,783,021 | $ | - | $ | - | $ | 67,783,021 | ||||||||
Total assets at fair value: | $ | 67,783,021 | $ | - | $ | - | $ | 67,783,021 | ||||||||
Quoted Prices | Significant | |||||||||||||||
in Active | Other | Significant | ||||||||||||||
Markets for | Observable | Unobservable | Balance at | |||||||||||||
Identical Assets | Inputs | Inputs | December 31, | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | 2013 | |||||||||||||
Assets: | ||||||||||||||||
Money Market Funds | $ | 91,165,448 | $ | - | $ | - | $ | 91,165,448 | ||||||||
Total assets at fair value: | $ | 91,165,448 | $ | - | $ | - | $ | 91,165,448 | ||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities | $ | - | $ | - | $ | 920,174 | $ | 920,174 | ||||||||
Total liabilities at fair value: | $ | - | $ | - | $ | 920,174 | $ | 920,174 | ||||||||
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, 2011 | $ | 1,120,849 | ||||||||||||||
Change in fair value recorded as interest expense | 17,461 | |||||||||||||||
Change in fair value recorded as interest income | (104,663 | ) | ||||||||||||||
Reclassification of August 2011 Warrant to additional paid-in capital | (865,216 | ) | ||||||||||||||
Reclassification of Hercules Warrant to additional paid-in capital | (168,431 | ) | ||||||||||||||
Balance at December 31, 2012 | $ | - | ||||||||||||||
Allocation of long-term debt proceeds to warrant | 461,144 | |||||||||||||||
Reclassification of additional paid-in-capital to warrant | 241,587 | |||||||||||||||
Change in fair value recorded as interest income | (14,355 | ) | ||||||||||||||
Change in fair value recorded as interest expense | 231,798 | |||||||||||||||
Balance at December 31, 2013 | $ | 920,174 | ||||||||||||||
Fair Value of Warrants | ' | |||||||||||||||
The Company calculated the fair value of the Hercules Warrants using a Binomial model. For the year ended December 31, 2013, the Company applied the following assumptions: | ||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||
First Hercules Warrant | Second Hercules Warrant | |||||||||||||||
Estimated dividend yield | - | - | ||||||||||||||
Volatility | 86.9 | % | 85.3 | % | ||||||||||||
Risk-free interest rate | 2.7 | % | 2.8 | % | ||||||||||||
Expected life of warrant (in years) | 8 | 9.4 | ||||||||||||||
Furniture_Fixtures_and_Equipme1
Furniture, Fixtures and Equipment (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Summary of Furniture, Fixtures and Equipment | ' | |||||||||||
Furniture, fixtures and equipment consist of the following as of: | ||||||||||||
Useful Life (years) | December 31, | |||||||||||
2012 | 2013 | |||||||||||
Computer equipment | 2 | $ | 191,889 | $ | 207,795 | |||||||
Software | 2 | 46,594 | 41,842 | |||||||||
Furniture | 5 | 38,792 | 74,499 | |||||||||
Leasehold improvements | 3 | 4,809 | 11,936 | |||||||||
Total furniture, fixtures and equipment | 282,084 | 336,072 | ||||||||||
Less accumulated depreciation | (238,867 | ) | (198,351 | ) | ||||||||
Furniture, fixtures and equipment, net | $ | 43,217 | $ | 137,721 | ||||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accrued Expenses | ' | |||||||
Accrued expenses are comprised of the following as of: | ||||||||
December 31, | ||||||||
2012 | 2013 | |||||||
Accrued professional fees | $ | 238,179 | $ | 153,689 | ||||
Other accrued fees | - | 55,046 | ||||||
Accrued interest | 82,236 | 123,354 | ||||||
Deferred rent | 21,503 | 59,568 | ||||||
Total accrued expenses | $ | 341,918 | $ | 391,657 | ||||
LongTerm_Debt_Unsecured_Conver1
Long-Term Debt & Unsecured Convertible Promissory Note (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Scheduled Maturities of Long-Term Debt | ' | ||||
Scheduled maturities of long-term debt are as follows: | |||||
Year Ending December 31: | |||||
2014 | $ | 2,200,922 | |||
2015(1) | 5,137,766 | ||||
2016 | 5,215,360 | ||||
2017(2) | 3,341,197 | ||||
Total | 15,895,245 | ||||
Less: Unamortized discount | (1,156,085 | ) | |||
Less: Current portion of long-term debt | (2,200,922 | ) | |||
Long-term debt | $ | 12,538,238 | |||
-1 | On the date that all of the principal and interest of the December 2011 Note was originally due and payable, the Company must pay Hercules an end of term fee of $400,000, which is represented in year 2015 of the table above. | ||||
-1 | On the date that all of the principal and interest of the December 2011 Note become due and payable as amended, the Company must pay Hercules an end of term fee of $495,245, which is represented in year 2017 of the table above. |
Commitments_And_Contingencies_
Commitments And Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Schedule of future minimum lease payments required under non-cancellable operating leases | ' | |||
Future minimum lease payments required under non-cancellable operating leases as of December 31, 2013 are as follows: | ||||
Operating | ||||
Leases | ||||
2014 | $ | 157,428 | ||
2015 | 256,557 | |||
2016 | 264,253 | |||
2017 | 272,181 | |||
2018 | 280,347 | |||
Thereafter | 119,420 | |||
Total minimum lease payments | $ | 1,350,186 | ||
Shareholders_Equity_Deficit_Ta
Shareholders' Equity (Deficit) (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Common Stock Reserved for Future Issuance | ' | |||
The following table presents common stock reserved for future issuance for the following equity instruments as of December 31, 2013: | ||||
Warrants to purchase common stock | 338,185 | |||
Options: | ||||
Outstanding under the 2006 Stock Plan | 688,500 | |||
Outstanding under the 2011 Equity Incentive Plan | 1,144,351 | |||
Available for future grants under the 2011 Equity Incentive Plan | 1,984,728 | |||
Total common stock reserved for future issuance | 4,155,764 | |||
Stock_Option_Plans_Tables
Stock Option Plans (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Share Option Plans | ' | ||||||||||||||||
The following table summarizes the Company’s 2006 and 2011 Plan activity: | |||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Average | Average | Aggregate | |||||||||||||||
Number of | Exercise | Contractual | Intrinsic | ||||||||||||||
Options | Price | Term (in years) | Value (1) | ||||||||||||||
Outstanding - December 31, 2010 | 756,517 | $ | 2 | ||||||||||||||
Granted | 101,772 | 2.28 | |||||||||||||||
Exercised | (38,815 | ) | 1.81 | ||||||||||||||
Forfeited | (84,153 | ) | 2.19 | ||||||||||||||
Expired | (19,510 | ) | 2.09 | ||||||||||||||
Outstanding - December 31, 2011 | 715,811 | 2 | |||||||||||||||
Granted | 475,417 | 7.45 | |||||||||||||||
Exercised | (10,351 | ) | 3.33 | ||||||||||||||
Forfeited | (18,275 | ) | 5.86 | ||||||||||||||
Expired | - | - | |||||||||||||||
Outstanding - December 31, 2012 | 1,162,602 | $ | 4.18 | ||||||||||||||
Granted | 758,374 | 7.03 | |||||||||||||||
Exercised | (13,685 | ) | 0.6 | ||||||||||||||
Forfeited | (74,440 | ) | 7.16 | ||||||||||||||
Expired | - | - | |||||||||||||||
Outstanding - December 31, 2013 | 1,832,851 | 5.26 | 7.66 | $ | 13,068,577 | ||||||||||||
Exercisable - December 31, 2013 | 1,521,275 | 4.97 | 7.43 | 11,290,022 | |||||||||||||
Vested and expected to vest at December 31, 2013 (2) | 1,801,693 | $ | 5.24 | 7.64 | $ | 12,890,721 | |||||||||||
-1 | Intrinsic value is the excess of the fair value of the underlying common shares as of December 31, 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 December 31, 2013: | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Exercise Price | Number of Options | Weighted Average Remaining Contractual Term (in years) | Number of Options | Weighted Average Remaining Contractual Term (in years) | |||||||||||||
$0.48 - $1.71 | 85,056 | 2.73 | 85,056 | 2.73 | |||||||||||||
$1.72 - $2.94 | 603,444 | 6.1 | 543,867 | 6 | |||||||||||||
$5.40 - $7.86 | 1,104,351 | 8.82 | 892,144 | 8.75 | |||||||||||||
$7.87 - $12.66 | 40,000 | 9.93 | 208 | 9.9 | |||||||||||||
1,832,851 | 1,521,275 | ||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Significant Components of Company's Deferred Income Tax Assets | ' | |||||||||||||||||||||||
Significant components of the Company’s deferred income tax assets as of December 31, 2012 and 2013 consist of the following: | ||||||||||||||||||||||||
2012 | 2013 | |||||||||||||||||||||||
Current | ||||||||||||||||||||||||
Deferred income tax assets | ||||||||||||||||||||||||
Other current assets | $ | 26,400 | $ | 22,200 | ||||||||||||||||||||
Total net deferred income taxes, current | 26,400 | 22,200 | ||||||||||||||||||||||
Less valuation allowance | (26,400 | ) | (22,200 | ) | ||||||||||||||||||||
Total net deferred income taxes, current | $ | - | $ | - | ||||||||||||||||||||
Non-current | ||||||||||||||||||||||||
Deferred income tax assets | ||||||||||||||||||||||||
Tax loss carryforwards | $ | 26,382,100 | $ | 40,193,200 | ||||||||||||||||||||
Contribution carryforwards | 25,800 | 30,900 | ||||||||||||||||||||||
Tax credits | 2,498,800 | 4,230,300 | ||||||||||||||||||||||
Start-up costs | 6,599,200 | 6,871,600 | ||||||||||||||||||||||
Share-based compensation | 679,000 | 1,080,200 | ||||||||||||||||||||||
Other assets | 134,600 | 429,900 | ||||||||||||||||||||||
Total net deferred income taxes, non-current | 36,319,500 | 52,836,100 | ||||||||||||||||||||||
Less valuation allowance | (36,319,500 | ) | (52,836,100 | ) | ||||||||||||||||||||
Total net deferred income tax | $ | - | $ | - | ||||||||||||||||||||
Summary of Changes in the Deferred Tax Valuation Allowance | ' | |||||||||||||||||||||||
The table below summarizes changes in the deferred tax valuation allowance: | ||||||||||||||||||||||||
2011 | 2012 | 2013 | ||||||||||||||||||||||
Balance at beginning of year | $ | 19,109,500 | $ | 27,419,700 | $ | 36,345,900 | ||||||||||||||||||
Charges to costs and expenses | 8,310,200 | 8,926,200 | 16,512,400 | |||||||||||||||||||||
Write-offs | - | - | - | |||||||||||||||||||||
Balance at end of year | $ | 27,419,700 | $ | 36,345,900 | $ | 52,858,300 | ||||||||||||||||||
Difference Between Actual Income Tax Expense (Benefit) and Statutory Federal Income Tax Rate | ' | |||||||||||||||||||||||
The reasons for the difference between actual income tax expense (benefit) for the years ended December 31, 2011, 2012 and 2013 and the amount computed by applying the statutory federal income tax rate to losses before income tax (benefit) are as follows: | ||||||||||||||||||||||||
2011 | 2012 | 2013 | ||||||||||||||||||||||
Amount | % of Pretax Earnings | Amount | % of Pretax Earnings | Amount | % of Pretax Earnings | |||||||||||||||||||
United States federal tax at statutory rate | $ | (7,215,100 | ) | 34 | % | $ | (8,237,100 | ) | 34 | % | $ | (15,311,800 | ) | 34 | % | |||||||||
State taxes (net of federal benefit) | (957,100 | ) | 5 | % | (1,092,600 | ) | 5 | % | (1,463,600 | ) | 3 | % | ||||||||||||
Nondeductible expenses | 12,700 | 0 | % | 342,300 | (1 | %) | 901,900 | (2 | %) | |||||||||||||||
Loss from pass-through entity | 468,700 | (2 | %) | 58,700 | 0 | % | - | 0 | % | |||||||||||||||
Credits | (557,500 | ) | 3 | % | - | 0 | % | (1,731,500 | ) | 4 | % | |||||||||||||
Adjustment for state rate change | - | 0 | % | - | 0 | % | 1,092,000 | (2 | %) | |||||||||||||||
Other, net | (61,900 | ) | 0 | % | 2,500 | 0 | % | 600 | 0 | % | ||||||||||||||
Change in valuation allowance | 8,310,200 | (39 | %) | 8,926,200 | (37 | %) | 16,512,400 | (37 | %) | |||||||||||||||
Provision for income taxes | $ | - | 0 | % | $ | - | 0 | % | $ | - | 0 | % | ||||||||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
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: | |||||||||||||
December 31, | |||||||||||||
2011 | 2012 | 2013 | |||||||||||
Redeemable convertible preferred share | 7,670,733 | 691,623 | - | ||||||||||
Convertible debt | 200,942 | 44,682 | - | ||||||||||
Warrants outstanding | 45,869 | 239,021 | 301,938 | ||||||||||
Stock options outstanding | 755,467 | 1,049,660 | 1,726,918 | ||||||||||
8,673,011 | 2,024,986 | 2,028,856 | |||||||||||
Selected_Quarterly_Data_Tables
Selected Quarterly Data (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Summary of Selected Quarterly Data | ' | ||||||||||||||||
Quarter Ended | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2013 | 2013 | 2013 | 2013 | ||||||||||||||
Revenue | |||||||||||||||||
Contract research | $ | - | $ | 232 | $ | 1,172 | $ | 2,073 | |||||||||
License | - | 4,335 | - | - | |||||||||||||
Total revenue | $ | - | $ | 4,567 | $ | 1,172 | $ | 2,073 | |||||||||
Operating expenses | |||||||||||||||||
Research and development | 7,371 | 6,327 | 11,919 | 15,683 | |||||||||||||
General and administrative | 2,647 | 2,081 | 2,167 | 2,538 | |||||||||||||
Loss from operations | (10,018 | ) | (3,841 | ) | (12,914 | ) | (16,148 | ) | |||||||||
Interest income | 1 | 12 | 3 | 2 | |||||||||||||
Interest expense | (328 | ) | (384 | ) | (736 | ) | (684 | ) | |||||||||
Net loss attributable to common shareholders | $ | (10,345 | ) | $ | (4,213 | ) | $ | (13,647 | ) | $ | (16,830 | ) | |||||
Net loss per share - basic and diluted | $ | (0.42 | ) | $ | (0.16 | ) | $ | (0.41 | ) | $ | (0.51 | ) | |||||
Shares used in calculating basic and diluted net loss per share | 24,904 | 26,382 | 33,184 | 33,197 | |||||||||||||
Quarter Ended | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2012 | 2012 | 2012 | 2012 | ||||||||||||||
Operating expenses | |||||||||||||||||
Research and development | $ | 1,876 | $ | 7,424 | $ | 3,156 | $ | 4,413 | |||||||||
General and administrative | 972 | 1,777 | 1,495 | 1,825 | |||||||||||||
Loss from operations | (2,848 | ) | (9,201 | ) | (4,651 | ) | (6,238 | ) | |||||||||
Interest income | 105 | 1 | 1 | 1 | |||||||||||||
Interest expense | (407 | ) | (328 | ) | (331 | ) | (331 | ) | |||||||||
Net Loss | $ | (3,150 | ) | $ | (9,528 | ) | $ | (4,981 | ) | $ | (6,568 | ) | |||||
Accretion of redeemable convertible preferred shares | (314 | ) | - | - | - | ||||||||||||
Net loss attributable to common shareholders | $ | (3,464 | ) | $ | (9,528 | ) | $ | (4,981 | ) | $ | (6,568 | ) | |||||
Net loss per share - basic and diluted | $ | (0.26 | ) | $ | (0.45 | ) | $ | (0.24 | ) | $ | (0.27 | ) | |||||
Shares used in calculating basic and diluted net loss per share | 13,251 | 21,035 | 21,038 | 24,147 | |||||||||||||
Description_of_Business_Additi
Description of Business - Additional Information (Details) | 1 Months Ended |
Jan. 29, 2012 | |
Description of Business (Textual) [Abstract] | ' |
Stockholders' equity, reverse stock split | 'Our Board of Directors approved a 1-for-9.5 reverse stock split of our common and preferred shares on January 12, 2012, which became effective on January 29, 2012. All references to common stock, common shares outstanding, average number of common shares outstanding and per share amounts in our consolidated financial statements and notes to consolidated financial statements have been restated to reflect the 1-for-9.5 reverse stock split on a retroactive basis. |
Stockholders' equity, reverse stock split, conversion ratio | 0.1053 |
Basis_of_Presentation_Summary_
Basis of Presentation - Summary of Share-based Compensation Expense (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Summary of share-based compensation expense | ' | ' | ' |
Share-based compensation | $3,211,802 | $1,669,262 | $443,785 |
Research and Development | ' | ' | ' |
Summary of share-based compensation expense | ' | ' | ' |
Share-based compensation | 962,443 | 519,717 | 158,102 |
General and Administrative | ' | ' | ' |
Summary of share-based compensation expense | ' | ' | ' |
Share-based compensation | $2,249,359 | $1,149,545 | $285,683 |
Basis_of_Presentation_Weighted
Basis of Presentation - Weighted-Average Assumptions Used to Determine the Fair Value of Each Option Grant (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Assumptions used to determine the fair value of each option grant | ' | ' | ' |
Estimated dividend yield for employees | 0.00% | 0.00% | 0.00% |
Expected share price volatility for employees | 70.80% | 72.50% | 73.90% |
Risk-free interest rate for employees | 1.00% | 1.30% | 2.50% |
Expected life of option (in years) for employees | '5 years 6 months | '5 years 6 months | '6 years 1 month 6 days |
Weighted-average fair value per share for employees | $4.26 | $4.65 | $0.16 |
Estimated dividend yield for non employees | 0.00% | 0.00% | ' |
Expected share price volatility for non employees | 69.80% | 53.50% | ' |
Risk-free interest rate for non employees | 2.30% | 1.60% | ' |
Expected life of option (in years) for non employees | '9 years 9 months 18 days | '9 years 6 months | '0 years |
Weighted-average fair value per share for non employees | $7.80 | $3.86 | ' |
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Segment | ||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ' |
Tax benefits of the share-based compensation expense recognized | $0 | ' |
Employee stock options, intrinsic value | $0 | ' |
Number of operating segments | 1 | ' |
Dividend yield percentage | 0.00% | 0.00% |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Fair Value of Financial Instruments by Balance Sheet Class (Details) (Recurring Basis, USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Total assets at fair value: | $91,165,448 | $67,783,021 |
Total liabilities at fair value: | 920,174 | ' |
Warrant | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Total liabilities at fair value: | 920,174 | ' |
Money Market Funds | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Total assets at fair value: | 91,165,448 | 67,783,021 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Total assets at fair value: | 91,165,448 | 67,783,021 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money Market Funds | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Total assets at fair value: | 91,165,448 | 67,783,021 |
Significant Other Observable Inputs (Level 2) | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Total assets at fair value: | ' | ' |
Significant Other Observable Inputs (Level 2) | Money Market Funds | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Total assets at fair value: | ' | ' |
Significant Unobservable Inputs (Level 3) | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Total assets at fair value: | ' | ' |
Total liabilities at fair value: | 920,174 | ' |
Significant Unobservable Inputs (Level 3) | Warrant | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Total liabilities at fair value: | 920,174 | ' |
Significant Unobservable Inputs (Level 3) | Money Market Funds | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Total assets at fair value: | ' | ' |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments - Change in the Fair Value Measurement Using Significant Unobservable Inputs (Level 3) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ' | ' |
Beginning Balance | ' | $1,120,849 |
Change in fair value recorded as interest expense | 231,798 | 17,461 |
Change in fair value recorded as interest income | -14,355 | -104,663 |
Reclassification of August 2011 Warrant to additional paid-in capital | -241,587 | -865,216 |
Reclassification of Hercules Warrant to additional paid-in capital | ' | -168,431 |
Ending Balance | 920,174 | ' |
Allocation of long-term debt proceeds to warrant | 461,144 | ' |
Reclassification of additional paid-in-capital to warrant | $241,587 | $865,216 |
Fair_Value_of_Financial_Instru4
Fair Value of Financial Instruments - Additional Information (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' |
Transfers between levels of the fair value hierarchy | $0 |
December 2011 Note | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' |
Carrying value of notes | $14,700,000 |
Fair_Value_of_Financial_Instru5
Fair Value of Financial Instruments - Fair Value of Warrants (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ' | ' | ' |
Estimated dividend yield for employees | 0.00% | 0.00% | 0.00% |
First Hercules Warrant | ' | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ' | ' | ' |
Estimated dividend yield for employees | ' | ' | ' |
Volatility | 86.90% | ' | ' |
Risk-free interest rate | 2.70% | ' | ' |
Expected life of warrant (in years) | '8 years | ' | ' |
Second Hercules Warrant | ' | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ' | ' | ' |
Estimated dividend yield for employees | ' | ' | ' |
Volatility | 85.30% | ' | ' |
Risk-free interest rate | 2.80% | ' | ' |
Expected life of warrant (in years) | '9 years 4 months 24 days | ' | ' |
Significant_Agreements_and_Con1
Significant Agreements and Contracts - Additional Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Jul. 31, 2012 | Jul. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | |
Optimer Agreement | Optimer Agreement | Optimer Agreement | The Scripps Research Institute | Biomedical Advanced Research and Development Authority | Toyama Chemical | Toyama Chemical | |||||
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 | 2,073,000 | 1,172,000 | 232,000 | 3,477,554 | ' | ' | ' | ' | 3,400,000 | ' | ' |
Upfront payment received under license agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' |
Aggregate milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000,000 |
Number of deliverables under license agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6 | ' |
License | ' | ' | 4,335,000 | 4,335,412 | ' | ' | ' | ' | ' | 4,300,000 | ' |
Deferred revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,700,000 | ' |
Furniture_Fixtures_and_Equipme2
Furniture, Fixtures and Equipment - Summary of Furniture, Fixtures and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property Plant And Equipment [Line Items] | ' | ' |
Total furniture, fixtures and equipment | $336,072 | $282,084 |
Less accumulated depreciation | -198,351 | -238,867 |
Furniture, fixtures and equipment, net | 137,721 | 43,217 |
Computer Equipment | ' | ' |
Property Plant And Equipment [Line Items] | ' | ' |
Useful Life (years) | '2 years | ' |
Total furniture, fixtures and equipment | 207,795 | 191,889 |
Software | ' | ' |
Property Plant And Equipment [Line Items] | ' | ' |
Useful Life (years) | '2 years | ' |
Total furniture, fixtures and equipment | 41,842 | 46,594 |
Furniture | ' | ' |
Property Plant And Equipment [Line Items] | ' | ' |
Useful Life (years) | '5 years | ' |
Total furniture, fixtures and equipment | 74,499 | 38,792 |
Leasehold Improvements | ' | ' |
Property Plant And Equipment [Line Items] | ' | ' |
Useful Life (years) | '3 years | ' |
Total furniture, fixtures and equipment | $11,936 | $4,809 |
Furniture_Fixtures_and_Equipme3
Furniture, Fixtures and Equipment - Additional Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property Plant And Equipment [Line Items] | ' | ' | ' |
Depreciation expense | $39,622 | $47,140 | $75,141 |
Accrued_Expenses_Accrued_Expen
Accrued Expenses - Accrued Expenses (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accrued Liabilities Current [Abstract] | ' | ' |
Accrued professional fees | $153,689 | $238,179 |
Other accrued fees | 55,046 | ' |
Accrued interest | 123,354 | 82,236 |
Deferred rent | 59,568 | 21,503 |
Total accrued expenses | $391,657 | $341,918 |
Recovered_Sheet1
Long-term Debt & Unsecured Convertible Promissory Note - Scheduled Maturities of Long-Term Debt (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
Scheduled maturities of Long-term Debt | ' | ' | |
2014 | $2,200,922 | ' | |
2015 | 5,137,766 | [1] | ' |
2016 | 5,215,360 | ' | |
2017 | 3,341,197 | [2] | ' |
Total | 15,895,245 | ' | |
Less: Unamortized discount | -1,156,085 | ' | |
Less: Current portion of long-term debt | -2,200,922 | -2,226,610 | |
Long-term debt | $12,538,238 | $7,623,285 | |
[1] | On the date that all of the principal and interest of the December 2011 Note was originally due and payable, the Company must pay Hercules an end of term fee of $400,000, which is represented in year 2015 of the table above. | ||
[2] | On the date that all of the principal and interest of the December 2011 Note become due and payable as amended, the Company must pay Hercules an end of term fee of $495,245, which is represented in year 2017 of the table above. |
Recovered_Sheet2
Long-term Debt & Unsecured Convertible Promissory Note - Scheduled Maturities of Long-Term Debt (Parenthetical) (Details) (USD $) | Dec. 31, 2013 |
Credit Facility Mature January One Two Thousand Fifteen | ' |
Scheduled maturities of Long-term Debt | ' |
Debt instrument, term fee | $400,000 |
Credit Facility Mature January Six Two Thousand Seventeen | ' |
Scheduled maturities of Long-term Debt | ' |
Debt instrument, term fee | $495,245 |
Longterm_Debt_Unsecured_Conver2
Long-term Debt & Unsecured Convertible Promissory Note - Additional Information (Details) (USD $) | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | |||||
Dec. 31, 2011 | Dec. 31, 2013 | 31-May-13 | Dec. 31, 2013 | Dec. 31, 2013 | 31-May-13 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 31, 2011 | |
First Hercules Warrant | Second Hercules Warrant | Term Loan A | Line of Credit | Line of Credit | Credit Facility Mature January One Two Thousand Fifteen | Credit Facility Mature January Six Two Thousand Seventeen | Convertible Debt | ||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan and security agreement | $20,000,000 | ' | $15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, borrowed | 10,000,000 | ' | ' | ' | ' | 5,238,327 | ' | ' | ' | ' | ' |
Percentage of convertible notes | ' | ' | ' | ' | ' | ' | 9.55% | 9.55% | ' | ' | 10.00% |
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. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional borrowing | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, term fee | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | 495,245 | ' |
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 | '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-Dec-15 | 1-Jun-17 | ' |
Exercisable, share of common stock | ' | 39,038 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued, per share | $6 | ' | ' | ' | ' | ' | $10.25 | ' | ' | ' | ' |
Exercise price of the warrant | ' | ' | ' | 6.11 | 6.11 | ' | ' | ' | ' | ' | ' |
Warrant expire date | ' | 20-Dec-21 | ' | ' | 31-May-23 | ' | ' | ' | ' | ' | ' |
Devisable amount of common stock equal to quotient | ' | 609,533 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Carrying value of notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 |
Notes and accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,300,000 |
Notes and accrued interest, share of common stock | ' | 876,621 | ' | ' | ' | ' | ' | ' | ' | ' | 876,621 |
Warrants issued, period | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued, share of common stock | 208,332 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recovered_Sheet3
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2013 |
Schedule of future minimum lease payments required under non-cancellable operating leases | ' |
2014 | $157,428 |
2015 | 256,557 |
2016 | 264,253 |
2017 | 272,181 |
2018 | 280,347 |
Thereafter | 119,420 |
Total minimum lease payments | $1,350,186 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Loss Contingencies [Line Items] | ' | ' | ' |
Rent expense | $145,549 | $114,642 | $125,969 |
Shareholders_Equity_Deficit_Ad
Shareholders' Equity (Deficit) - Additional Information (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2013 | Feb. 29, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
Common Shares | Common Shares | Common Shares | Common Shares | Warrant | |||||||
Shareholders' Equity (Deficit) (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company's outstanding preferred shares, accrued yield | ' | ' | ' | $13,700,000 | ' | ' | ' | ' | ' | ' | ' |
Conversion of preferred shares to common stock upon initial public offering, shares | ' | ' | ' | 10,492,341 | ' | ' | ' | ' | ' | ' | ' |
Notes and accrued interest, share of common stock | ' | ' | ' | 876,621 | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon private placement | ' | ' | ' | ' | ' | ' | 3,864,461 | ' | ' | ' | ' |
Common share price | $7 | ' | ' | ' | ' | ' | $6.50 | ' | ' | ' | ' |
Amount received from private placement financing | ' | ' | ' | ' | ' | ' | 25,118,997 | ' | ' | ' | ' |
Private placement sales agency fees and offering cost | ' | ' | ' | ' | ' | ' | 1,700,000 | ' | ' | ' | ' |
Issuance of common stock upon initial public offering, net of issuance of costs, shares | ' | 9,660,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price for Initial Public Offering | ' | $6 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds to the Company | 54,200,000 | 53,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Underwriting discounts | 3,500,000 | 3,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Offering costs | $200,000 | $1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common shares upon exercise of options, shares | ' | ' | ' | 13,685 | 10,351 | 38,815 | ' | 13,685 | 10,351 | 38,815 | ' |
Weighted average exercise price of common stock | ' | ' | ' | $7.03 | $7.45 | $2.28 | ' | $0.60 | $3.33 | $1.81 | ' |
Issuance of common shares upon exercise of warrants, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,944 |
Warrants issued, per share | ' | ' | $6 | ' | ' | ' | ' | ' | ' | ' | $6 |
Number of common stocks issued through public offering | 8,273,938 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shareholders_Equity_Deficit_Co
Shareholders' Equity (Deficit) - Common Stock Reserved for Future Issuance (Details) | Dec. 31, 2013 |
Class Of Stock [Line Items] | ' |
Common stock reserved for future issuance | 4,155,764 |
Warrant | ' |
Class Of Stock [Line Items] | ' |
Common stock reserved for future issuance | 338,185 |
Outstanding under the 2006 Stock Plan | ' |
Class Of Stock [Line Items] | ' |
Common stock reserved for future issuance | 688,500 |
Outstanding under the 2011 Equity Incentive Plan | ' |
Class Of Stock [Line Items] | ' |
Common stock reserved for future issuance | 1,144,351 |
Available for future grants under the 2011 Equity Incentive Plan | ' |
Class Of Stock [Line Items] | ' |
Common stock reserved for future issuance | 1,984,728 |
Stock_Option_Plans_Share_Optio
Stock Option Plans - Share Option Plans (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' |
Number of Options, Outstanding | 1,162,602 | 715,811 | 756,517 |
Number of Options, Granted | 758,374 | 475,417 | 101,772 |
Number of Options, Exercised | -13,685 | -10,351 | -38,815 |
Number of Options, Forfeited | -74,440 | -18,275 | -84,153 |
Number of Options, Expired | ' | ' | -19,510 |
Number of Options, Outstanding | 1,832,851 | 1,162,602 | 715,811 |
Number of Options, Exercisable - December 31, 2013 | 1,521,275 | ' | ' |
Number of Options, Vested and expected to vest at December 31, 2013 | 1,801,693 | ' | ' |
Weighted Average Exercise Price, Outstanding | $4.18 | $2 | $2 |
Weighted Average Exercise Price, Granted | $7.03 | $7.45 | $2.28 |
Weighted Average Exercise Price, Exercised | $0.60 | $3.33 | $1.81 |
Weighted Average Exercise Price, Forfeited | $7.16 | $5.86 | $2.19 |
Weighted Average Exercise Price, Expired | ' | ' | $2.09 |
Weighted Average Exercise Price, Outstanding | $5.26 | $4.18 | $2 |
Weighted Average Exercise Price, Exercisable - December 31, 2013 | $4.97 | ' | ' |
Weighted Average Exercise Price, Vested and expected to vest at December 31, 2013 | $5.24 | ' | ' |
Weighted Average Contractual Term (in years), Outstanding - December 31, 2013 | '7 years 7 months 28 days | ' | ' |
Weighted Average Contractual Term (in years), Exercisable - December 31, 2103 | '7 years 5 months 5 days | ' | ' |
Weighted Average Contractual Term (in years), Vested and expected to vest at December 31, 2013 | '7 years 7 months 21 days | ' | ' |
Aggregate Intrinsic Value, Outstanding - December 31, 2013 | $13,068,577 | ' | ' |
Aggregate Intrinsic Value, Exercisable - December 31, 2013 | 11,290,022 | ' | ' |
Aggregate Intrinsic Value, Vested and expected to vest at December 31, 2013 | $12,890,721 | ' | ' |
Stock_Option_Plans_Options_Out
Stock Option Plans - Options Outstanding (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' |
Number of Options Outstanding | 1,832,851 | 1,162,602 | 715,811 | 756,517 |
Weighted Average Remaining Contractual Term (in years), Outstanding | '7 years 7 months 28 days | ' | ' | ' |
Number of Options, Exercisable | 1,521,275 | ' | ' | ' |
Weighted Average Remaining Contractual Term (in years), Exercisable | '7 years 5 months 5 days | ' | ' | ' |
Exercise Price $0.48 - $1.71 | ' | ' | ' | ' |
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 | 85,056 | ' | ' | ' |
Weighted Average Remaining Contractual Term (in years), Outstanding | '2 years 8 months 23 days | ' | ' | ' |
Number of Options, Exercisable | 85,056 | ' | ' | ' |
Weighted Average Remaining Contractual Term (in years), Exercisable | '2 years 8 months 23 days | ' | ' | ' |
Exercise Price $ 1.72- $2.94 | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' |
Exercise price range lower range limit | 1.72 | ' | ' | ' |
Exercise price range upper range limit | 2.94 | ' | ' | ' |
Number of Options Outstanding | 603,444 | ' | ' | ' |
Weighted Average Remaining Contractual Term (in years), Outstanding | '6 years 1 month 6 days | ' | ' | ' |
Number of Options, Exercisable | 543,867 | ' | ' | ' |
Weighted Average Remaining Contractual Term (in years), Exercisable | '6 years | ' | ' | ' |
Exercise Price $5.40 - $7.86 | ' | ' | ' | ' |
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 | '8 years 9 months 26 days | ' | ' | ' |
Number of Options, Exercisable | 892,144 | ' | ' | ' |
Weighted Average Remaining Contractual Term (in years), Exercisable | '8 years 9 months | ' | ' | ' |
Exercise Price $7.87 - $12.66 | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' |
Exercise price range lower range limit | 7.87 | ' | ' | ' |
Exercise price range upper range limit | 12.66 | ' | ' | ' |
Number of Options Outstanding | 40,000 | ' | ' | ' |
Weighted Average Remaining Contractual Term (in years), Outstanding | '9 years 11 months 5 days | ' | ' | ' |
Number of Options, Exercisable | 208 | ' | ' | ' |
Weighted Average Remaining Contractual Term (in years), Exercisable | '9 years 10 months 24 days | ' | ' | ' |
Stock_Option_Plans_Additional_
Stock Option Plans - Additional Information (Details) (USD $) | 12 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 31, 2011 | |
2006 Plan | 2011 Plan | 2011 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Options for shares issued and outstanding | 1,832,851 | 1,162,602 | 715,811 | 756,517 | 688,500 | ' | ' |
Maximum number of shares authorized for future issuances | ' | ' | ' | ' | ' | ' | 3,131,579 |
Options shares available under the 2011 Plan | ' | ' | ' | ' | ' | 1,984,728 | ' |
Share-based compensation expense | $3,211,802 | $1,669,262 | $443,785 | ' | ' | ' | ' |
Unrecognized compensation cost | $1,238,000 | ' | ' | ' | ' | ' | ' |
Expected weighted average recognition period, Unvested shares | '2 years 8 months 12 days | ' | ' | ' | ' | ' | ' |
Income_Taxes_Significant_Compo
Income Taxes - Significant Components of Company's Deferred Income Tax Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred income tax assets | ' | ' |
Other current assets | $22,200 | $26,400 |
Total net deferred income taxes, current | 22,200 | 26,400 |
Less valuation allowance | -22,200 | -26,400 |
Total net deferred income taxes, current | ' | ' |
Deferred income tax assets | ' | ' |
Tax loss carryforwards | 40,193,200 | 26,382,100 |
Contribution carryforwards | 30,900 | 25,800 |
Tax credits | 4,230,300 | 2,498,800 |
Start-up costs | 6,871,600 | 6,599,200 |
Share-based compensation | 1,080,200 | 679,000 |
Other assets | 429,900 | 134,600 |
Total net deferred income taxes, non-current | 52,836,100 | 36,319,500 |
Less valuation allowance | -52,836,100 | -36,319,500 |
Total net deferred income tax | ' | ' |
Income_Taxes_Difference_Betwee
Income Taxes - Difference Between Actual Income Tax Expense (Benefit) and Statutory Federal Income Tax Rate (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Difference between actual income tax expense (benefit) and statutory federal income tax rate | ' | ' | ' |
United States federal tax at statutory rate | ($15,311,800) | ($8,237,100) | ($7,215,100) |
State taxes (net of federal benefit) | -1,463,600 | -1,092,600 | -957,100 |
Nondeductible expenses | 901,900 | 342,300 | 12,700 |
Loss from pass-through entity | ' | 58,700 | 468,700 |
Credits | -1,731,500 | ' | -557,500 |
Adjustment for state rate change | 1,092,000 | ' | ' |
Other, net | 600 | 2,500 | -61,900 |
Change in valuation allowance | 16,512,400 | 8,926,200 | 8,310,200 |
Provision for income taxes | ' | ' | ' |
United States federal tax at statutory rate, percentage | 34.00% | 34.00% | 34.00% |
State taxes (net of federal benefit), percentage | 3.00% | 5.00% | 5.00% |
Nondeductible expenses, percentage | -2.00% | -1.00% | 0.00% |
Loss from pass-through entity, percentage | 0.00% | 0.00% | -2.00% |
Credits, percentage | 4.00% | 0.00% | 3.00% |
Adjustment for state rate change | -2.00% | 0.00% | 0.00% |
Other, net, percentage | 0.00% | 0.00% | 0.00% |
Change in valuation allowance, percentage | -37.00% | -37.00% | -39.00% |
Provision for income taxes, percentage | 0.00% | 0.00% | 0.00% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Details) (USD $) | 12 Months Ended | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | |
Scenario, Forecast | Scenario, Forecast | Research And Development Credits Reinstated | Change In Enacted Rate | |||
Income Taxes (Textual) [Abstract] | ' | ' | ' | ' | ' | ' |
Increase in Valuation Allowance | $16,512,400 | ' | ' | ' | $394,500 | $1,092,000 |
Federal net operating loss carryforwards | 108,130,800 | ' | ' | ' | ' | ' |
State net operating loss tax carryforwards | 106,897,800 | ' | ' | ' | ' | ' |
Federal net operating loss carryforwards, expires | 'net operating loss carryforwards begin to expire in 2026 and 2021 for federal and state tax purposes | ' | ' | ' | ' | ' |
Excess tax benefits from exercise of stock options | 122,200 | ' | ' | ' | ' | ' |
Federal research and development credit carryforwards | 4,150,000 | ' | ' | ' | ' | ' |
Federal research and development credit carryforwards, expires | '2026 | ' | ' | ' | ' | ' |
Federal orphan drug credit carryforwards | 80,200 | ' | ' | ' | ' | ' |
Federal orphan drug credit carryforwards, expires | '2033 | ' | ' | ' | ' | ' |
Federal charitable contribution carryforwards | 90,900 | ' | ' | ' | ' | ' |
Federal charitable contribution carryforwards, expires | '2014 | ' | ' | ' | ' | ' |
Increase in Deferred Tax Assets | ' | ' | ' | ' | 1,256,800 | ' |
Corporate tax rate | 6.90% | ' | 5.00% | 6.00% | ' | ' |
Unrecognized tax benefits | 0 | 0 | ' | ' | ' | ' |
Accrued interest or penalties related to uncertain tax positions | $0 | ' | ' | ' | ' | ' |
Income_Taxes_Summary_of_Change
Income Taxes - Summary of Changes in Deferred Tax Valuation Allowance (Details) (Valuation Allowance of Deferred Tax Assets, USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Valuation Allowance of Deferred Tax Assets | ' | ' | ' |
Valuation And Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Balance at beginning of year | $36,345,900 | $27,419,700 | $19,109,500 |
Charges to costs and expenses | 16,512,400 | 8,926,200 | 8,310,200 |
Write-offs | ' | ' | ' |
Balance at end of year | $52,858,300 | $36,345,900 | $27,419,700 |
Net_Loss_Per_Share_Antidilutiv
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 2,028,856 | 2,024,986 | 8,673,011 |
Redeemable convertible preferred share | ' | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | ' | 691,623 | 7,670,733 |
Convertible Debt | ' | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | ' | 44,682 | 200,942 |
Warrants outstanding | ' | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 301,938 | 239,021 | 45,869 |
Stock Options Outstanding | ' | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 1,726,918 | 1,049,660 | 755,467 |
Selected_Quarterly_Data_Summar
Selected Quarterly Data - Summary of Selected Quarterly Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contract research | $2,073,000 | $1,172,000 | $232,000 | ' | ' | ' | ' | ' | $3,477,554 | ' | ' |
License | ' | ' | 4,335,000 | ' | ' | ' | ' | ' | 4,335,412 | ' | ' |
Total revenue | 2,073,000 | 1,172,000 | 4,567,000 | ' | ' | ' | ' | ' | 7,812,966 | ' | ' |
Operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and development | 15,683,000 | 11,919,000 | 6,327,000 | 7,371,000 | 4,413,000 | 3,156,000 | 7,424,000 | 1,876,000 | 41,299,695 | 16,869,078 | 16,871,825 |
General and administrative | 2,538,000 | 2,167,000 | 2,081,000 | 2,647,000 | 1,825,000 | 1,495,000 | 1,777,000 | 972,000 | 9,433,447 | 6,068,457 | 3,707,563 |
Loss from operations | -16,148,000 | -12,914,000 | -3,841,000 | -10,018,000 | -6,238,000 | -4,651,000 | -9,201,000 | -2,848,000 | -42,920,176 | -22,937,535 | -20,579,388 |
Interest income | 2,000 | 3,000 | 12,000 | 1,000 | 1,000 | 1,000 | 1,000 | 105,000 | 17,693 | 107,564 | 81,063 |
Interest expense | -684,000 | -736,000 | -384,000 | -328,000 | -331,000 | -331,000 | -328,000 | -407,000 | -2,132,223 | -1,396,818 | -722,454 |
Net loss attributable to common shareholders | -16,830,000 | -13,647,000 | -4,213,000 | -10,345,000 | -6,568,000 | -4,981,000 | -9,528,000 | -3,464,000 | -45,034,706 | -24,540,377 | -24,983,840 |
Basic and diluted net loss attributable to common shareholders per share | ($0.51) | ($0.41) | ($0.16) | ($0.42) | ($0.27) | ($0.24) | ($0.45) | ($0.26) | ($1.53) | ($1.23) | ($47.53) |
Basic and diluted weighted average shares outstanding | 33,197,000 | 33,184,000 | 26,382,000 | 24,904,000 | 24,147,000 | 21,038,000 | 21,035,000 | 13,251,000 | 29,449,716 | 19,882,585 | 525,689 |
Net Loss | ' | ' | ' | ' | -6,568,000 | -4,981,000 | -9,528,000 | -3,150,000 | -45,034,706 | -24,226,789 | -21,220,779 |
Accretion of redeemable convertible preferred shares | ' | ' | ' | ' | ' | ' | ' | ($314,000) | ' | ($313,588) | ($3,763,061) |