Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 02, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MLNT | ||
Entity Registrant Name | MELINTA THERAPEUTICS, INC. /NEW/ | ||
Entity Central Index Key | 1,461,993 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 241.5 | ||
Entity Common Stock, Shares Outstanding | 31,345,654 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Cash and equivalents | $ 128,387 | $ 11,409 |
Receivables (See Note 4) | 7,564 | 454 |
Inventory | 10,825 | |
Prepaid expenses and other current assets | 2,988 | 3,226 |
Total current assets | 149,764 | 15,089 |
Property and equipment, net | 1,596 | 1,101 |
Intangible assets | 7,500 | |
Other assets (including restricted cash of $200) | 1,413 | 444 |
Total assets | 160,273 | 16,634 |
Current liabilities | ||
Accounts payable | 7,405 | 5,136 |
Accrued expenses (See Note 4) | 24,041 | 6,360 |
Notes payable, net | 11,075 | |
Accrued interest on notes payable | 284 | 174 |
Preferred stock warrants | 674 | |
Total current liabilities | 31,730 | 23,419 |
Long-term liabilities | ||
Notes payable, net of current notes payable and debt discount | 39,555 | 12,647 |
Convertible promissory notes (See Note 5) | 45,127 | |
Deferred revenue | 10,008 | 9,008 |
Accrued notes payable exit fee | 1,050 | |
Other long-term liabilities | 6,644 | 491 |
Total long-term liabilities | 56,207 | 68,323 |
Total liabilities | 87,937 | 91,742 |
Commitments and Contingencies (Notes 8 and 15) | ||
Convertible Preferred Stock | ||
Total convertible preferred stock | 218,343 | |
Shareholders' Equity (Deficit) | ||
Preferred stock; $.001 par value; 5,000,000 shares and none authorized; no shares issued or outstanding at December 31, 2017 and December 31, 2016 | ||
Common stock; $.001 par value; 80,000,000 shares and none authorized; 21,998,942 and none issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 22 | |
Additional paid-in capital | 644,973 | 220,292 |
Accumulated deficit | (572,659) | (513,743) |
Total shareholders’ equity (deficit) | 72,336 | (293,451) |
Total liabilities and shareholders’ equity | $ 160,273 | 16,634 |
Series 1 Convertible Preferred Stock | ||
Convertible Preferred Stock | ||
Total convertible preferred stock | 1,433 | |
Series 2-A Convertible Preferred Stock | ||
Convertible Preferred Stock | ||
Total convertible preferred stock | 17,027 | |
Series 2-B Convertible Preferred Stock | ||
Convertible Preferred Stock | ||
Total convertible preferred stock | 49,038 | |
Series 3 Convertible Preferred Stock | ||
Convertible Preferred Stock | ||
Total convertible preferred stock | 71,125 | |
Series 3-B Convertible Preferred Stock | ||
Convertible Preferred Stock | ||
Total convertible preferred stock | 5,991 | |
Series 4 Convertible Preferred Stock | ||
Convertible Preferred Stock | ||
Total convertible preferred stock | $ 73,729 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Restricted cash | $ 200 | $ 200 |
Convertible Preferred Stock, liquidation preference | $ 336,353 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Ordinary shares, par value | $ 0.001 | $ 0.001 |
Ordinary shares, authorized | 0 | 8,015,000 |
Ordinary shares, issued | 0 | 26,599 |
Ordinary shares, outstanding | 0 | 26,599 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 80,000,000 | 0 |
Common stock, shares issued | 21,998,942 | 0 |
Common stock, shares outstanding | 21,998,942 | 0 |
Series 1 Convertible Preferred Stock | ||
Convertible Preferred Stock, par value | $ 0.01 | |
Convertible Preferred Stock, liquidation preference | $ 18,822 | |
Series 2-A Convertible Preferred Stock | ||
Convertible Preferred Stock, par value | $ 0.01 | |
Convertible Preferred Stock, liquidation preference | $ 25,683 | |
Series 2-B Convertible Preferred Stock | ||
Convertible Preferred Stock, par value | $ 0.01 | |
Convertible Preferred Stock, liquidation preference | $ 112,254 | |
Series 3 Convertible Preferred Stock | ||
Convertible Preferred Stock, par value | $ 0.01 | |
Convertible Preferred Stock, liquidation preference | $ 84,863 | |
Series 3-B Convertible Preferred Stock | ||
Convertible Preferred Stock, par value | $ 0.01 | |
Convertible Preferred Stock, liquidation preference | $ 16,326 | |
Series 4 Convertible Preferred Stock | ||
Convertible Preferred Stock, par value | $ 0.01 | |
Convertible Preferred Stock, liquidation preference | $ 78,405 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | |||
Contract research | $ 13,959 | ||
License | 19,905 | ||
Total revenue | 33,864 | ||
Operating expenses | |||
Research and development | 49,475 | $ 49,791 | $ 62,788 |
Selling, general and administrative | 63,325 | 19,410 | 14,159 |
Total costs and expenses | 112,800 | 69,201 | 76,947 |
Loss from operations | (78,936) | (69,201) | (76,947) |
Other income (expenses) | |||
Interest income | 155 | 30 | 31 |
Interest expense | (3,608) | (3,390) | (3,160) |
Interest expense on convertible promissory notes (See Note 7) | (4,016) | (1,016) | |
Change in fair value of tranche assets and liabilities | (1,313) | (2,727) | |
Change in fair value of warrant liability | 335 | 781 | 42 |
Loss on extinguishment of debt | (607) | ||
Adjustment to liability for potential royalties | 3,978 | ||
Other income and expense | 98 | 177 | 107 |
Bargain purchase gain | 27,663 | ||
Other income (expense), net | 20,020 | (4,731) | (1,729) |
Net loss | (58,916) | (73,932) | (78,676) |
Accretion of convertible preferred stock dividends | (19,259) | (21,117) | (16,248) |
Net loss available to common shareholders | $ (78,175) | $ (95,049) | $ (94,924) |
Basic and diluted net loss per share | $ (21.86) | $ (4,119.67) | $ (26,171.49) |
Basic and diluted weighted average shares outstanding | 3,576,846 | 23,072 | 3,627 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Ordinary Shares | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2014 | $ (145,573) | $ 215,562 | $ (361,135) | ||
Beginning balance, shares at Dec. 31, 2014 | 1,575 | ||||
Share-based compensation | 1,785 | 1,785 | |||
Common stock forfeitures, shares | (1) | ||||
Stock option exercises | 365 | 365 | |||
Stock option exercises, shares | 21,403 | ||||
Net loss | (78,676) | (78,676) | |||
Ending balance at Dec. 31, 2015 | (222,099) | 217,712 | (439,811) | ||
Ending balance, shares at Dec. 31, 2015 | 22,977 | ||||
Share-based compensation | 2,515 | 2,515 | |||
Common stock forfeitures, shares | (5) | ||||
Stock option exercises | 65 | 65 | |||
Stock option exercises, shares | 3,627 | ||||
Net loss | (73,932) | (73,932) | |||
Ending balance at Dec. 31, 2016 | (293,451) | 220,292 | (513,743) | ||
Ending balance, shares at Dec. 31, 2016 | 26,599 | ||||
Share-based compensation | 6,450 | 6,450 | |||
Stock repurchase | 1,123 | 1,123 | |||
Stock repurchase, shares | (44) | ||||
Issuance of common shares upon exercise of options and warrants | 88 | 88 | |||
Issuance of common shares upon exercise of options and warrants, shares | 2 | 863 | |||
Vesting of restricted stock grants, shares | 62,000 | ||||
Conversion of Convertible Preferred Stock, Debt & Warrants into Common Stock | 291,228 | $ 11 | 291,217 | ||
Conversion of Convertible Preferred Stock, Debt & Warrants into Common Stock, shares | 11,433,611 | ||||
Acquisition of Cempra, Inc. | 125,814 | $ 11 | 125,803 | ||
Acquisition of Cempra, Inc., shares | (26,557) | 10,502,468 | |||
Net loss | (58,916) | (58,916) | |||
Ending balance at Dec. 31, 2017 | $ 72,336 | $ 22 | $ 644,973 | $ (572,659) | |
Ending balance, shares at Dec. 31, 2017 | 21,998,942 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | |||
Net loss | $ (58,916,000) | $ (73,932,000) | $ (78,676,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 451,000 | 497,000 | 624,000 |
Bargain purchase gain | (27,663,000) | ||
Adjustments to liability for potential royalties | (3,971,000) | ||
Change in fair value of tranche assets and liabilities | 1,313,000 | 2,721,000 | |
Non-cash interest expense | 5,091,000 | 2,010,000 | 1,441,000 |
Share-based compensation | 6,450,000 | 2,515,000 | 1,785,000 |
Change in fair value of warrant liability | (335,000) | (781,000) | (42,000) |
Loss on extinguishment of debt | 607,000 | ||
Write off of deferred equity finance costs | 969,000 | ||
Asset impairment | 0 | 231,000 | |
Other | 70,000 | 12,000 | |
Changes in operating assets and liabilities: | |||
Receivables | (3,140,000) | 43,000 | (228,000) |
Inventory | (10,825,000) | ||
Prepaid expenses and other current assets | 600,000 | (1,461,000) | 458,000 |
Accounts payable | (1,269,000) | (21,000) | (2,874,000) |
Accrued expenses | 12,014,000 | (1,840,000) | (2,418,000) |
Accrued interest on notes payable | 110,000 | (14,000) | 119,000 |
Deferred revenues | 1,000,000 | 9,008,000 | |
Other non-current assets and liabilities | 157,000 | 122,000 | (744,000) |
Net cash used in operating activities | (75,598,000) | (70,580,000) | (72,554,000) |
Investing activities | |||
Cash acquired in merger with Cempra, Inc. | 161,410,000 | ||
Purchases of intangible assets | (5,500,000) | ||
Purchases of property and equipment | (849,000) | (463,000) | (688,000) |
Net cash provided by (used in) investing activities | 155,061,000 | (463,000) | (688,000) |
Financing activities | |||
Proceeds from the issuance of convertible preferred stock | 13,625,000 | 82,991,000 | |
Payment of preferred stock issuance costs | (9,000) | (92,000) | |
Proceeds from the issuance of notes payable, net of issuance costs | 38,844,000 | 44,111,000 | 10,000,000 |
Proceeds from the issuance of convertible promissory notes | 24,526,000 | ||
Proceeds from the exercise of stock options, net of cancellations | 88,000 | 65,000 | 365,000 |
Deferred stock issuance costs | (405,000) | ||
Repayment of notes payable | (24,503,000) | (5,498,000) | |
Payment of debt extinguishment fees | (1,240,000) | ||
Net cash provided by financing activities | 37,715,000 | 52,294,000 | 92,859,000 |
Net change in cash and equivalents | 117,178,000 | (18,749,000) | 19,617,000 |
Cash, cash equivalents and restricted cash at beginning of the period | 11,409,000 | 30,158,000 | 10,541,000 |
Cash, cash equivalents and restricted cash at end of the period (See Note 4) | 128,587,000 | 11,409,000 | 30,158,000 |
Supplemental cash flow information | |||
Cash paid for interest | 2,326,000 | 2,411,000 | 1,600,000 |
Cash received from exchange of state tax credits, net | 283,000 | 207,000 | |
Non-cash investing and financing activities | |||
Accrued notes payable exit fee | 175,000 | ||
Accrued purchases of intangibles and fixed assets | $ 2,155,000 | 12,000 | 135,000 |
Accrued deferred stock issuance costs | $ 475,000 | $ 559,000 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business | NOTE 1 – NATURE OF THE BUSINESS Melinta Therapeutics We are a commercial-stage pharmaceutical company focused on discovering, developing and commercializing differentiated anti-infectives for the acute care and community settings to meet critical medical needs in the treatment of bacterial infectious diseases On June 19, 2017, Baxdela was approved by the United States Food and Drug Administration (“FDA”). The commercial launch of Baxdela occurred in February 2018. Baxdela is being sold for the treatment of acute bacterial skin and skin structure infections (“ABSSSI”). Melinta is also investigating Baxdela as a treatment for community acquired bacterial pneumonia (“CABP”). We also have a proprietary drug discovery platform, enabling a unique understanding of how antibiotics combat infection and have generated a pipeline spanning multiple phases of research and clinical development. On November 3, 2017, Melinta completed a merger transaction with Cempra, Inc. (“Cempra”) in an all-stock transaction whereby immediately following the transaction Cempra’s shareholders owned approximately 48% and Melinta’s shareholders owned approximately 52% of the combined company, respectively (see Note 3). As a result, Cempra issued approximately 11.4 On January 5, 2018, we acquired the Infectious Disease Businesses (“IDB”) from the Medicines Company (“Medicines”), including the capital stock of certain subsidiaries of Medicines and certain assets related to its infectious disease business, including the pharmaceutical ™ ® ® ™ Prior to the merger, we were privately held and we were financed principally through a series of preferred stock financings, debt, convertible notes and proceeds from licensing and collaboration agreements. All preferred stock and convertible notes were converted in conjunction with the merger. See Note 5 for further discussion of the debt and Note 10 for further discussion of the preferred stock. Since the merger with Cempra, Inc. on November 3, 2017, we have been publicly traded; our stock is traded on the NASDAQ market under the symbol “MLNT.” The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. We are not currently generating revenue from operations that is significant relative to its level of operating expenses and do not anticipate generating revenue sufficient to offset operating costs in the short-term to mid-term. We have financed our operations to date principally through the sale of equity securities, debt financing and licensing and collaboration arrangements. We have incurred losses from operations since our inception and had an accumulated deficit of $572,659 as of December 31, 2017. We expect to incur substantial expenses and further losses in the foreseeable future for the research, development, and commercialization of our product candidates and approved products. As a result, we will need to fund our operations through public or private equity offerings, debt financings, or corporate collaborations and licensing arrangements. We have concluded it is not yet probable that our current operating plans, existing cash and cash collections from existing revenue arrangements and product sales will be sufficient to fund our operations for the next twelve months. Management is currently pursuing various funding options, including seeking additional equity or debt financing and grants, as well as a strategic collaboration or partnership to obtain additional funding or expand its product offerings. While the recent acquisition of IDB from The Medicines Company does provide us with incremental revenues, the cost to further develop and commercialize Baxdela and to support the IDB products is expected to significantly exceed revenues for at least the next twelve months. While there can be no assurance that we will be successful in our efforts, we have a strong history of raising equity financing to fund our development activities. Should we be unable to obtain adequate financing on reasonable terms in the near term, the Company’s business, result of operations, liquidity and financial condition would be materially and negatively affected, and we would be unable to continue as a going concern. Additionally, there can be no assurance that, assuming we are able to strengthen our cash position, we will achieve sufficient revenue or profitable operations to continue as a going concern. Our history of operating losses, limited cash resources and lack of certainty regarding obtaining significant financing or timing thereof, raise substantial doubt about our ability to continue as a going concern absent a strengthening of our cash position. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should we be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation —The accompanying consolidated financial statements include the accounts and results of operations of Melinta 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. We combined two captions within Interest and other Income, Net from the prior years’ consolidated financial statements to conform to the 2017 presentation—“State tax exchange credit” and ‘Foreign exchange loss” are classified as “Other Income” on the Consolidated Statements of Operations. 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 and Cash Equivalents —We consider all highly liquid investments with original maturities of three months or less at time of purchase to be cash equivalents. We invest excess cash primarily in money market funds. Restricted Cash —In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-18, Restricted Cash , which clarifies guidance on the classification and presentation of restricted cash in the statement of cash flows. The ASU states that an entity (1) should include amounts deemed to be restricted cash in its cash and cash-equivalent balances in the statement of cash flows; (2) should present a reconciliation between the statement of financial position and statement of cash flows when the statement of financial position includes more than one line item for cash or cash equivalents; (3) must not present changes in restricted cash that result from transfers between unrestricted and restricted cash as cash flow activities in the statement of cash flows; and (4) must disclose information about material amounts of restricted cash. ASU 2016-18 is effective for public entities for fiscal years beginning after December 15, 2017, including interim periods, but allows for early adoption. We adopted this guidance retrospectively as of January 1, 2017. Prior to 2017, we did not have any restricted cash balances. Accordingly, there was no retrospective impact from the adoption of this standard. See Note 4 for further details. Concentration of Credit Risk —Concentration of credit risk exists with respect to cash and cash equivalents. We maintain our cash and cash equivalents with federally insured financial institutions, and at times, the amounts may exceed the federally insured deposit limits. To date, we have not experienced any losses on our deposits of cash and cash equivalents. Management believes that we are not exposed to significant credit risk due to the financial position of the depository institutions in which deposits are held. Receivables —Receivables consist primarily of amounts billed and amounts earned but unbilled under our licensing agreements and, as of November 3, 2017, our 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 our vendors are received. Unbilled receivables are also recorded based upon work estimated to be complete for which we have not received vendor invoices. We carry our accounts receivable at cost less an allowance for doubtful accounts. On a periodic basis, we evaluate our accounts receivable for collectability. We have not recorded an allowance for doubtful accounts as management believes all receivables are fully collectible. Inventory —Inventory is stated at the lower of cost or estimated net realizable value. Inventory is valued on a first-in, first-out basis and consists primarily of third-party manufacturing costs, overhead and related transportation costs. We capitalize inventory upon regulatory approval when, based on management’s judgment, future commercialization is considered probable and the future economic benefit is expected to be realized; otherwise, such costs are expensed. We review inventories on hand at least quarterly and records provisions for estimated excess, slow-moving and obsolete inventory, as well as inventory with a carrying value in excess of net realizable value. As of December 31, 2017, we had recorded no reserves for our inventory. As of December 31, 2017, inventory on our balance sheet represented the cost of certain raw material, work-in-process and finish goods inventory that we incurred after the FDA approval of Baxdela on June 19, 2017. At December 31, 2017, we had incurred other costs for manufacturing this inventory; however, such costs were incurred prior to the FDA approval of Baxdela and, therefore, were recognized as research and development expense in earlier periods. Consequently, profit margins reported from the initial sales of Baxdela will not be representative of margins we expect to achieve after the first commercial batches of inventory are consumed. Costs of drug product to be consumed in any current or future clinical trials will continue to be recognized as research and development expense. Intangible Assets— Our intangible assets consisted of intellectual property rights acquired for currently approved products (“amortized intangibles”). All of our intangible assets were recorded in connection with post-approval milestones payable under our license agreements. We amortize these intangible assets over their estimated useful lives, which correlates with the period of time over which the intangible assets are estimated to contribute to future cash flows. We amortize finite-lived intangible assets using the straight-line method. We will recognize amortization for our intangible assets over a period of approximately 10 years, commencing with the launch of Baxdela in 2018. For each of the years ending December 31, 2018 through December 31, 2022, we expect to recognize amortization expense of $789, with approximately $3,555 to be recognized thereafter. Fair Value of Financial Instruments —The carrying amounts of our financial instruments, which include cash and cash equivalents, tax credit and other receivables, accounts payable, accrued expenses, notes payable, and preferred stock warrants, approximated their fair values at December 31, 2017 and 2016. Debt Issuance Costs —Debt issuance costs represent legal and other direct costs incurred in connection with our notes payable. These costs were either recorded as debt issuance costs in the balance sheets at the time they were incurred, or as a contra-liability included in the notes payable line item, and amortized as a non-cash component of interest expense using the effective interest method over the term of the note payable, or they are accreted over the estimated term of the underlying debt. Property and Equipment —Property and equipment are recorded at cost less accumulated depreciation and are depreciated using the straight-line method over their estimated useful lives. Leasehold improvements are amortized over the shorter of their useful lives or the remaining term of the lease. Major improvements are capitalized, while repair and maintenance costs, which do not improve or extend the useful lives of the respective assets, are expensed as incurred. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the balance sheets and any resulting gain or loss is credited or charged to income. Depreciation periods for our property and equipment are as follows: Type Period Laboratory equipment 5 years Furniture and fixtures 5 years Office equipment 3 years Leasehold improvements Shorter of useful life or lease life Purchased software 3 years Impairment of Long-Lived Assets —Long-lived assets consist primarily of property and equipment of $1,596 and intangible assets of $7,500 related to certain milestone payments to certain licensee partners associated with the approval of Baxdela. See Note 8 for further information. These definite-lived intangible assets are amortized to cost of goods sold over the remaining exclusivity period of Baxdela which, at December 31, 2017, is slightly less than 10 years. Our definite lived intangible assets are amortized over a straight-line basis as it approximates the best estimate of the use pattern of the assets. We will record impairment losses on long-lived assets used in operations when events and circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. We have not recorded any significant impairment charges to date with respect to our long-lived assets. Revenue Recognition —We recognize revenue under Accounting Standards Codification (“ASC”) 605, Revenue Recognition . Our revenue arrangements consist of licensing and collaboration revenue related to non-refundable upfront fees, reimbursement of research and development expenses, milestone payments and royalties on future product sales by the licensee. 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 Milestone payments a See Note 8 for discussion related to deferred revenues of $10,008 recognized under our licensing agreement signed in 2017. In May 2014, the FASB issued ASU 2014-09, Revenue From Contracts With Customers (Topic 606) We will adopt this standard in the first quarter of the year ending December 31, 2018 using the modified retrospective method. Under this method, we will recognize the cumulative effect of adoption as an adjustment to retained earnings at the date of the initial application (i.e., January 1, 2018). We have elected to apply the new standard to contracts with customers that are not completed as of the date of initial application. Topic 606 (as amended by ASU 2016-12) defines a completed contract as “a contract for which the entity has transferred all of the goods or services identified in accordance with revenue guidance that is in effect before the date of initial application.” For the three years in the period ended December 31, 2017, substantially all of our revenue was related to licensing and contract research arrangements related to our Baxdela product. We continue to evaluate whether the standard will impact the timing of revenue recognition from these arrangements. To date, we (1) have performed an initial assessment of our revenue streams; (2) have completed an inventory of all contracts which will be outstanding as of January 1, 2018; and (3) are in the process of applying the five-step model to those revenue streams and contracts to evaluate the quantitative and qualitative impacts the new standard will have on our business and reported revenues. During the three year period ended December 31, 2017, we did not recognize any revenue from product sales. All of our product revenue from Baxdela and the acquired products will be recognized under the new standard. We will provide expanded footnote disclosure related to revenue recognition consistent with ASU 2014-09 in our Quarterly Report on Form 10-Q for the period ending March 31, 2018. Research and Development Costs —Research and development costs are expensed as incurred and primarily include: • employee-related expenses, which include salaries, benefits, travel and share-based compensation expense; • fees paid to consultants and clinical research organizations (“CROs”) in connection with our pre-clinical and clinical trials, and other related clinical trial costs, such as for investigator grants, patient screening, laboratory work and statistical compilation and analysis; • costs related to acquiring and manufacturing clinical trial materials and costs for developing additional manufacturing sources for and the manufacture of pre-approval inventory of our drugs under development; • costs related to compliance with regulatory requirements; • consulting fees paid to third parties related to non-clinical research and development; • research and laboratory supplies and facility costs; and • license, research and milestone payments related to licensed technologies while the related drug is in development. Patent Costs —All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed to selling, general and administrative expenses as incurred, as recoverability of such expenses is uncertain. Stock-Based Compensation — We account for share-based compensation following the provisions of ASC 718. We recognize stock-based compensation expense on a straight-line basis over the requisite service period of the individual grants, which is generally the vesting period, based on the estimated grant-date fair values. Stock options granted to employees typically vest over four years from the grant date and expire after 10 years. Stock options granted to non-employees are subject to periodic revaluation over their vesting terms. As a result, the charge to operations for non-employee options with vesting is affected each reporting period by changes in the fair value of the stock options. We have three active stock-based compensation plans, known as the sixth Amended and Restated 2006 Stock Plan (the “2006 Plan”), the 2011 Equity Incentive Plan (the “2011 Incentive Plan”) and the Melinta 2011 Equity Incentive Plan (the “Melinta 2011 Plan”). Under these plans, restricted stock, stock options and other stock-related awards may be granted to our directors, officers, employees and consultants. Stock options are granted at exercise prices not less than the estimated or actual fair market value of our common stock at the date of grant. We utilize the Black-Scholes option-pricing model for determining the estimated fair value of awards. Key inputs and assumptions include the expected term of the option, stock price volatility, risk-free interest rate, dividend yield, estimated fair value of our common stock, and exercise price. Many of the assumptions require significant judgment and any changes could have a material impact in the determination of stock-based compensation expense. We do not estimate forfeitures when recognizing compensation expense; instead, we recognize forfeitures as they occur. Comprehensive Loss —Comprehensive loss is equal to net loss as presented in the accompanying statements of operations. Preferred Stock Warrants —In connection with a loan and security agreement (“2014 Loan Agreement”) entered into during 2014, we issued preferred stock warrants. Prior to the merger with Cempra in November 2017, we accounted for the freestanding warrants to purchase shares of convertible preferred stock at fair value as liabilities in the balance sheet, as such warrants provided the holders with “down-round” protection, could be settled on a net basis, and were related to convertible preferred stock classified outside of shareholders’ equity (deficit). The preferred stock warrants were subject to remeasurement using a Black-Scholes option-pricing model at each respective balance sheet date, with changes in the fair value recorded as other income or expense in the statements of operations. The preferred stock warrants were converted into warrants to purchase Melinta common stock in conjunction with the merger with Cempra on November 3, 2017, at which time the carrying value of the warrants was reclassified to additional paid-in capital within shareholders’ equity (deficit). Income Taxes —We utilize the asset and liability method of accounting for income taxes, as set forth in ASC 740, Income Taxes . Under this method, deferred tax assets and liabilities are recognized based on the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized. We have recorded a full valuation allowance against deferred tax assets at each balance sheet date presented. Based on the available evidence, we do not believe that it is more likely than not that it will be able to utilize our deferred tax assets in the future. In accordance with the provisions of ASC 740, we would accrue for the estimated amount of taxes for uncertain tax positions if it is more likely than not that we would be required to pay such additional taxes. An uncertain tax position will not be recognized if it has a less than 50% likelihood of being sustained. Our policy is to recognize any interest and penalties related to income taxes in income tax expense. As of December 31, 2017 and 2016, we had no uncertain tax positions. Convertible Preferred Stock —We have adopted the provisions of ASC 480-10-S99-3A, “ SEC Staff Announcement: Classification and Measurement of Redeemable Securities, ” for all periods presented, and accordingly classified our Series 1, Series 2, Series 3 and Series 4 convertible preferred stock (the “Series 1 Convertible Preferred Stock,” the “Series 2 Convertible Preferred Stock,” the “Series 3 Convertible Preferred Stock,” and the “Series 4 Convertible Preferred Stock” and collectively the “Convertible Preferred Stock”) outside of shareholders’ deficit in the periods that the preferred stock was outstanding. This results from our certificate of incorporation allowing for the occurrence of a deemed liquidation event in which all of the holders of equally and more subordinated equity instruments of the Company would not always be entitled to receive the same form of consideration in the same proportion. Such a deemed liquidation event was not probable of occurring until the merger with Cempra in November 2017, at which time all series of convertible preferred stock were converted into shares of Melinta common stock. 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. We operate and manage our business as one operating segment and all of our operations are in North America. Although all of the license revenue and approximately 95% of contract research revenue reported for the year ended December 31, 2017, was generated from an agreement with one company that is domiciled in Italy, we did not operate in Italy, nor do we have any significant assets there. The remaining 5% of contract research revenue was related to the reimbursement for US-based research activities. See Note 8 for further discussion of the license and contract research revenue. Recent Accounting Pronouncements In March 2016, the FASB issued ASU 2016-06, Contingent Put and Call Options in Debt Instruments, which clarifies that in assessing whether an embedded contingent put or call option is clearly and closely related to the debt host, an entity is required to perform only the four-step decision sequence in ASC 815-15-25-42 (as amended by ASU 2016-06), but it does not have to separately assess whether the event that triggers its ability to exercise the contingent option is itself indexed only to interest rates or credit risk. ASU 2016-06 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within fiscal years beginning after December 15, 2018. An entity can early adopt ASU 2016-06, including in an interim period; however, if the entity early adopts it in an interim period, it should reflect any adjustment as of the beginning of the fiscal year that includes the interim period. ASU 2016-06 requires the use of a modified retrospective transition approach. We plan to adopt this guidance on January 1, 2018, and we are currently evaluating the impact that the adoption of ASU 2016-06 will have on our financial position, operations and cash flows. In February 2016, the FASB issued ASU 2016-02, Leases In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting We do not believe that any other recently issued, but not yet effective, accounting pronouncements, if adopted, would have a material impact on our Consolidated Financial Statements or disclosures. |
Merger with Cempra
Merger with Cempra | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Merger with Cempra | NOTE 3 – MERGER WITH CEMPRA On August 8, 2017, Melinta entered into a definitive agreement to merge with a subsidiary of Cempra in an all-stock transaction (the “Merger”). On August 8, 2017, Melinta’s stockholders approved the Merger. The Cempra shareholders approved the Merger, and the Merger closed, on November 3, 2017. On November 3, 2017, in connection with the closing of the Merger, each outstanding share of Melinta’s legacy common stock (including shares of Melinta legacy common stock issued upon the conversion, immediately prior to the effective time of the Merger, of Melinta’s then-outstanding convertible notes and preferred stock) automatically converted into the right to receive 0.0229 shares of Cempra’s common stock. At the effective time of the Merger, each outstanding option, whether or not vested, to purchase Melinta legacy common stock and each outstanding warrant to purchase Melinta legacy common stock or Melinta preferred stock was converted into an option or warrant to purchase post-merger common stock of Melinta. Immediately after the Merger, pre-closing Melinta shareholders owned, on a fully-diluted basis as calculated under the treasury stock method, approximately 52% of post-merger common stock and pre-closing Cempra stockholders owned approximately 48% of post-merger common stock. The Merger was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, “Business Combinations”. For accounting purposes, Melinta was considered to be acquiring Cempra even though legally Cempra was the issuer of the common stock in the Merger. Melinta was determined to be the accounting acquirer after consideration of the terms of the merger agreement and other factors, including: (i) Melinta security holders owned approximately 52% of the voting interests of the combined company immediately following the closing of the transaction and (ii) directors of Melinta were responsible for electing the chairman of the board for the combined company. Accordingly, the Merger has been accounted for by Melinta as a reverse merger under the acquisition method of accounting for business combinations. The assets and liabilities and results of operations of Cempra are consolidated into the results of operations of Melinta beginning after November 3, 2017. We incurred $16.8 million of expenses for the year ended December 31, 2017, related to severance, legal and other services in connection with the Merger. The Cempra identifiable assets acquired and liabilities assumed were recorded at the acquisition-date fair values and added to Melinta’s balance sheet. The purchase price for the merger with Cempra is as follows: Number of Cempra shares outstanding as of November 3, 2017 10,502,477 Cempra common stock end-of-day closing price as of November 3, 2017 $ 11.65 Total fair value of common stock $ 122,354 Total fair value of equity awards assumed 3,460 Total purchase price $ 125,814 The fair value of consideration transferred for the common stock was determined based on the closing price of Cempra common stock of $11.65 per share on November 3, 2017, the closing date of the Merger. The fair value of equity awards assumed reflects the consideration for the outstanding restricted stock units assumed in the merger, which was based on the closing price of Cempra stock of $11.65, and the fair value of the outstanding equity awards assumed was based on a current Black-Scholes value on the date of the Merger (see Note 12). The preliminary allocation of the purchase price to acquired tangible assets and liabilities assumed based on their estimated fair values as of November 3, 2017, comprises: Cash and cash equivalents $ 161,410 Receivables and other assets 4,409 Accounts payable, accrued expenses and other liabilities (7,012 ) Fair value of executory contracts (5,330 ) Net assets acquired 153,477 Less: purchase price (125,814 ) Bargain purchase gain $ 27,663 We believe that the historical values of Cempra’s current assets and current liabilities approximate their fair values based on the short-term nature of such items. We identified a long-term contract that is in a loss position as of the acquisition date and, based on a probability-weighted discounted cash flow analysis, determined the fair value of the liability to be $5,330 (see Note 15 for a discussion of the Toyama Chemical Co., Ltd. (“Toyama”) agreement). We recognized a bargain purchase gain because the aggregate fair value of the identifiable assets acquired and liabilities assumed exceeded the considerations exchanged for the acquisition. The bargain purchase gain of $27,663 was primarily the result of the decline in the market value of the Cempra common stock from the date that the merger agreement was announced to the close date, which resulted in a decrease to the purchase price allocable to the identified assets and liabilities. In our pro forma financial statements included in a Form 8-K/A filed on December 5, 2017, we had preliminarily identified intangible assets in connection with the merger with an estimated fair value of $40,400 related to in-process research and development related to solithromycin and fusidic acid and non-compete agreements related to certain Cempra executives. In connection with the final valuation that was performed, we concluded that the Level 1 measurement of value of Cempra enterprise value, determined by its public market capitalization, was the most reliable measure of value attributable to the net assets of the company on the date that the merger closed. As the market capitalization value was lower than the net assets acquired, we attributed $0 value to intangible assets in this preliminary valuation. The amounts of Cempra’s revenue and earnings included in our consolidated statement of operations for the year ended December 31, 2017, and the revenue and earnings of the combined entity had the acquisition date been January 1, 2016, are as follows. Revenue Earnings (Loss) Actual from 11/03/2017 - 12/31/2017 $ 870 $ (13,096 ) 2017 supplemental pro forma from 01/01/2017 - 12/31/2017 $ 42,659 $ (113,705 ) 2016 supplemental pro forma from 01/01/2016 - 12/31/2016 $ 18,016 $ (179,541 ) 2017 supplemental pro forma earnings were adjusted to exclude $27,663 of bargain purchase gain, $4,758 of interest expense, $16,774 of transaction costs and $335 of fair value gain on a warrant liability. 2016 supplemental pro forma earnings were adjusted to include $27,663 of bargain purchase gain, $16,774 of transaction costs and to exclude $2,244 of interest expense and $781 of fair value loss on a warrant liability. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | NOTE 4 – BALANCE SHEET COMPONENTS Cash, Cash Equivalents and Restricted Cash— Cash, cash equivalents and restricted cash, as presented on the Consolidated Statements of Cash Flows, consisted of the following: As of December 31, 2017 2016 Cash and cash equivalents $ 128,387 $ 11,409 Restricted cash (included in Other Assets) 200 - Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows $ 128,587 $ 11,409 Receivables— Receivables consist primarily of amounts billed and amounts earned but unbilled under our licensing agreements or our contract with BARDA. At December 31, 2017, our receivables consisted primarily of earned but unbilled receivables under the BARDA agreement and the Menarini agreement (contracted services). At December 31, 2017 and 2016, other receivables included amounts related to foreign value-added taxes and state tax credits. As of December 31, 2017 2016 Contracted services $ 7,202 $ - Other receivables 362 454 Total receivables $ 7,564 $ 454 Inventory —Inventory consisted of the following: As of December 31, 2017 2016 Raw materials $ 5,545 $ - Work in process $ 181 $ - Finished goods 5,099 - Total inventory $ 10,825 $ - Prepaid and Other Current Assets —Prepaid and other current assets consisted of the following: As of December 31, 2017 2016 Prepaid contracted services $ 655 $ 2,483 Other prepaid expenses 2,333 743 Total prepaid and other current assets $ 2,988 $ 3,226 Prepaid contracted services are primarily comprised of amounts paid to third-party clinical research organizations and contract manufacturers for research and development work performed on behalf of Melinta. Property and Equipment, Net —Property and equipment, net consisted of the following: As of December 31, 2017 2016 Laboratory equipment $ 3,339 $ 3,332 Manufacturing equipment 65 - Office equipment 604 434 Purchased software 860 932 Furniture and fixtures 390 219 Leasehold improvements 4,869 4,588 Assets in development 437 166 10,564 9,671 Less-accumulated depreciation (8,968 ) (8,570 ) Property and equipment, net $ 1,596 $ 1,101 Depreciation expense relating to property and equipment was $451 and $497 in each of the years ended December 31, 2017 and 2016, respectively. Accrued Expenses —Accrued expenses consisted of the following: As of December 31, 2017 2016 Accrued contracted services $ 5,596 $ 2,564 Payroll related expenses 9,885 1,825 Professional fees 3,621 1,540 Accrued royalty payment 2,040 - Accrued other 2,899 431 Total accrued expenses $ 24,041 $ 6,360 Accrued contracted services are primarily comprised of amounts owed to third-party clinical research organizations and contract manufacturers for research and development work performed on behalf of Melinta, and amounts owed to third-party marketing organizations for work performed to support the commercialization of Baxdela. Accrued payroll related expenses are primarily comprised of accrued employee termination benefits, bonuses and vacation. The amounts accrued represent our best estimate of amounts owed through period-end. Such estimates are subject to change as additional information becomes available. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 5 – NOTES PAYABLE Melinta’s outstanding debt balances consisted of the following as of December 31, 2017 and 2016: As of December 31, 2017 2016 Principal balance under loan agreements $ 40,000 $ 24,502 Debt discount and deferred financing costs for loan agreements (445 ) (780 ) Net balance under loan agreements 39,555 23,722 Less: current maturities, including deferred financing costs and debt discount - 11,075 Long-term balance under the loan agreements 39,555 12,647 Principal outstanding under Convertible Promissory Notes - 44,111 Interest outstanding under Convertible Promissory Notes - 1,016 Total Convertible Promissory Notes - 45,127 Total long-term debt, net of current maturities $ 39,555 $ 57,774 2014 Loan Agreement In December 2014, we entered into an agreement with a lender pursuant to which it borrowed an initial term loan amount of $20,000 (the “2014 Loan Agreement”). In December 2015, pursuant to the achievement of certain milestones with respect to the terms in the 2014 Loan Agreement, we borrowed an additional term loan advance in the amount of $10,000. We were obligated to make monthly payments in arrears of interest only, at a rate of the greater of 8.25% or the sum of 8.25% plus the prime rate minus 4.5% per annum, commencing on January 1, 2015, and continuing on the first day of each successive month thereafter through and including June 1, 2016. Commencing on July 1, 2016, and continuing on the first day of each month through and including June 1, 2018, we were required to make consecutive equal monthly payments of principal and interest. All unpaid principal and accrued and unpaid interest with respect to the 2014 Loan Agreement were due and payable in full on June 1, 2018. The loan was collateralized by substantially all of our assets, excluding our intellectual property. In connection with the 2014 Loan Agreement, we entered into a negative pledge arrangement in which we had agreed not to encumber our intellectual property. Melinta paid a $195 facility fee at the inception of the loan, which was recorded as debt discount and was being recognized as additional interest expense over the term of the loan. Subject to certain limited exceptions, Under the terms of the 2014 Loan Agreement, we were subject to operational covenants, including limitations on our ability to incur liens or additional debt, pay dividends, redeem stock, make specified investments and engage in merger, consolidation or asset sale transactions, among other restrictions. We were subject to a covenant that required specified minimum levels of liquidity, which commenced July 1, 2015 and was initially $13,000, subject to reduction or termination upon the achievement of certain milestones. In April 2016, the minimum liquidity financial covenant was reduced to $5,000, and in December 2016, it was eliminated altogether. In June 2017, we repaid the outstanding principal under the 2014 Loan Agreement (see discussion below under 2017 Loan Agreement). 2017 Loan Agreement On May 2, 2017, we entered into a Loan and Security Agreement with a new lender (the “2017 Loan Agreement”). Under the 2017 Loan Agreement, the lender made available to us up to $80,000 in debt financing and up to $10,000 in equity financing. We were eligible for up to four tranches of debt, each under a separate promissory note, of $30,000, $10,000, $20,000 and $20,000. No amounts under any of the tranches were available to us until after the New Drug Application (“NDA”) approval of Baxdela, which occurred on June 19, 2017. In addition, the availability of the third tranche was subject to the modification of certain of our license agreements to ensure the new lender’s rights under the 2017 Loan Agreement (the “License Modification”). We did not attain the License Modification while the 2017 Loan Agreement was in place. Subject to the contingencies, after the funding of the first tranche of $30,000, we had the right to draw the second and third tranches through the earlier of the 18-month anniversary of the funding of the first tranche and December 31, 2018. In addition to the NDA approval and License Modification, the fourth tranche was available only upon the successful achievement of certain sales milestones on or prior to September 30, 2019 (such sales milestones could have been extended to December 31, 2019, if certain conditions were met). Each note had its own maturity date of seven years after the respective promissory note’s funding date. The 2017 Loan Agreement bore an annual interest rate equal to the greater of 8.25% or the sum of 8.25% plus the prime rate minus 4.5%. We were also required to pay the lender an end of term fee upon the termination of the arrangement. If the outstanding principal was at or below $40,000, the 2017 Loan Agreement required interest-only monthly payments for 18 months from the funding of the first tranche, at which time we would have had the option to pay the principal due or convert the outstanding loan to an interest plus royalty-bearing note. If, at any time, the principal exceeded $40,000 under the 2017 Loan Agreement, the promissory notes would have automatically converted to an interest plus royalty arrangement. Under this arrangement, the lender would have received a royalty, based on net sales, of between 1.02% and 2.72% depending on the balance of notes outstanding. Specifically, the royalty was 1.02% for the first tranche, 0.34% for the second tranche, 0.68% for the third tranche and 0.68% for the fourth tranche. These additional payments would have been applied to either accrued interest or principal based on stated rates of return that vary with time. The principal for each note was to be repaid by the seventh anniversary of the respective promissory note, along with end-of-term fees that varied with time. There were no financial covenants under the agreement; however, we were obligated to provide certain financial information to the lender each month, quarter and fiscal year. The loan was collateralized by substantially all of our assets. Under the terms of the 2017 Loan Agreement, the lender had the right to participate in our future debt or equity financings totaling $10,000. The lender committed to $5,000 of this investment upon the funding of the first loan advance, in the form of any other debt or equity securities issued by us on or prior to the funding of the first tranche of the 2017 Loan Agreement. On June 28, 2017, we drew the first tranche of financing under the 2017 Loan Agreement, the gross proceeds of which were $30,000. We used the proceeds to retire amounts outstanding und the 2014 Loan Agreement, including payment of outstanding principal and a $1,050 exit fee. In connection with the retirement of the 2014 Loan Agreement, we recognized $607 as a loss on the extinguishment of debt, which was comprised of unamortized debt discounts of $417 and prepayment penalties and fees of $190. Net proceeds under the 2017 Loan Agreement were $9,995 after the retirement of the 2014 Loan Agreement (including the exit fee) and other debt settlement fees of $190. In August 2017, we drew the second tranche of financing, receiving $10,000. As of December 31, 2017, the $40,000 was recorded as a long-term note payable, offset by debt issuance costs. We were amortizing the debt issuance costs of $1,156 over the seven-year term of the first tranche. In addition, we were accreting the $1,750 end-of-term fee as additional interest expense over the period between the draw of the tranches and December 27, 2018; this end-of-term fee would become due if we were to repay the total outstanding balance under the 2017 Loan Agreement prior to its conversion into an interest plus royalty-bearing note. On June 30, 2017, we received the committed $5,000 investment and issued a Convertible Promissory Note to our lender under the terms of the May 2017 Notes (discussed above). In September 2017, we entered into an amendment to the 2017 Loan Agreement (the “Amendment”) to allow for a short-term bridge option for the $20,000 third tranche of the financing arrangement. Under the Amendment, we were able to draw the third tranche in multiple installments of either $5,000 or $10,000. If we had drawn and repaid amounts under the third tranche by December 31, 2017, the third tranche would have again become available under the original terms of the 2017 Loan Agreement. If we had drawn, but not repaid, amounts under the third tranche before December 31, 2017, then all outstanding instruments under the 2017 Loan Agreement may have converted into the interest plus royalty arrangement. The Amendment was conditional on Melinta being a private company; the Merger with Cempra on November 3, 2017 effectively canceled the Amendment. As of December 31, 2017, we had not drawn any amounts under the Amendment. On January 5, 2018, we entered into a new debt arrangement and retired the 2017 Loan Agreement of $40,000. See Note 19 for further discussion. Convertible Promissory Notes In July 2016, we entered into an agreement with certain of our investors to issue $20,000 in Convertible Promissory Notes (the “July Notes”), under which we issued $10,000 in July 2016 and $10,000 in August 2016. In September 2016, we entered into an additional agreement with these investors to issue an additional $19,990 in Notes (the “September Notes”), under which we issued $7,845 in September 2016, $2,150 in October 2016 and $9,995 in November 2016. Both the July Notes and the September Notes (collectively, “the Notes”), were unsecured and subordinated in right of payment to the 2014 Loan Agreement and bore an annual interest rate of 8%. Under the terms of the Notes, if we completed a preferred stock or common stock financing prior to June 2, 2018, all outstanding principal and accrued interest would have automatically converted into shares of the stock issued in the financing based on the price per share of the financing. If we had not completed an equity financing prior to June 2, 2018, the note holders would have had the right to demand repayment of principal and accrued interest or convert all outstanding principal and accrued interest into shares of Series 4 Convertible Preferred Stock at the Series 4 Convertible Preferred Stock price per share of $1.044687. In addition, the September Notes included the right, at the discretion of the investors, to purchase, at fair value, certain of our assets using some or all of the September Notes, and other compensation, to complete the purchase. In January 2017, we entered into an agreement with certain investors to issue an additional $18,194 in Convertible Promissory Notes (the “January 2017 Notes”). The January 2017 Notes were unsecured and subordinated in right of payment to the 2017 Loan Agreement and bore an annual interest rate of 8%. The terms of the January 2017 Notes were similar to those of notes previously issued in 2016; however, in the event of an Initial Public Offering (“IPO”) (the definition of which includes a reverse merger), the January 2017 Notes would have converted to common shares at a discount of up to 15% of the IPO price. We received advanced funding of $4,120 related to the January 2017 Notes in December 2016, and we received $1,945, $6,065 and $6,065 in January 2017, February 2017 and April 2017, respectively. In May 2017, we entered into a new agreement with certain investors to issue additional Convertible Promissory Notes up to $16,353 (the “May 2017 Notes”). The May 2017 Notes were unsecured and subordinated in right of payment to the 2017 Loan Agreement and bore an annual interest rate of 8%. The terms of the May 2017 Notes were similar to those of the January 2017 Notes, including, in the event of an IPO (the definition of which includes a reverse merger), the May 2017 Notes would have converted to common shares at a discount of up to 15% of the IPO price. We received $5,451 in May 2017 under these notes. We also received $5,000 for a Convertible Promissory Note issued under the 2017 Loan Agreement. On November 3, 2017, in connection with the Merger, all of the Convertible Promissory Notes, with accumulated interest, were exchanged for 3,766,311 shares of Cempra common stock. In connection with this conversion, we reclassified the carrying value of the Convertible Promissory Notes of $73,669, including accumulated accrued interest, to additional paid-in capital in shareholders equity (deficit). There were no minimum liquidity requirements or other significant financial covenants associated with the Convertible Promissory Notes. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Warrants | NOTE 6 – WARRANTS In December 2014, pursuant to the 2014 Loan Agreement, we issued warrants to purchase 1,151,936 shares of Series 3 Convertible Preferred Stock (“2014 Series 3 Warrants”), subject to adjustment under certain circumstances. The warrants were immediately exercisable at $0.976616 per share of preferred stock and expire in December 2024. If we completed an additional preferred stock round or an initial public offering of common stock, the exercise price would have been the lower of the then effective exercise price, the preferred round price or 80% of an initial public offering price. We valued the 2014 Series 3 Warrants using a Black-Scholes option-pricing model, and the initial fair value of the 2014 Series 3 Warrants of $1,256 was recorded as a debt discount and was amortized to interest expense over the term of the note payable. The assumptions used in the model were: the fair value of the Series 3 Convertible Preferred Stock, which was determined using a probability-weighted expected return method (“PWERM”) analysis, an expected life of 9.1 years, a risk-free interest rate of 2.1% and an expected volatility of 80%. In December 2015, in connection with the additional advance under the 2014 Loan Agreement, we issued additional warrants to purchase 230,387 shares of Series 3 Convertible Preferred Stock (“2015 Series 3 Warrants”), subject to adjustment under certain circumstances. The warrants were immediately exercisable at $0.976616 per share of preferred stock and expire in December 2024. If we completed an additional preferred stock round or an initial public offering of common stock, the exercise price would have been the lower of the then effective exercise price, the preferred round price or 80% of an initial public offering price. We valued the 2015 Series 3 Warrants using a Black-Scholes option-pricing model, and the initial fair value of the 2015 Series 3 Warrants of $242 was recorded as a debt discount and was amortized to interest expense over the term of the note payable. The assumptions used in the model were: the fair value of the Series 3 Convertible Preferred Stock, which was determined using a PWERM analysis, an expected life of 8.4 years, a risk-free interest rate of 2.2% and an expected volatility of 82%. We classified the 2014 and 2015 Series 3 Warrants as a liability in our balance sheet and were required to remeasure the carrying value of these warrants to fair value at each balance sheet date, with adjustments for changes in fair value recorded to other income or expense in our statements of operations. As of December 31, 2016, the fair value of the warrants was $674. To remeasure the 2014 and 2015 Series 3 Warrants at December 31, 2016, the assumptions used in the Black-Scholes option-pricing model were: the fair value of the Series 3 Convertible Preferred Stock, which was determined using a PWERM analysis, an expected life of 7.5 years, a risk-free interest rate of 2.3% and an expected volatility of 98%. On November 3, 2017, in conjunction with the merger with Cempra, these warrants converted to warrants to purchase 40,545 shares of Melinta common stock at an exercise price of $33.30. Since the warrants were converted to fixed equity instruments, the remaining liability at November 3, 2017, of $339 was reclassified to Additional Paid In Capital. As of December 31, 2017, we do not have a liability for warrants. On November 3, 2017, in conjunction with the merger with Cempra, we assumed warrants to purchase 18,979 shares of Melinta common stock at an exercise price of $30.00. These warrants were issued on August 5, 2011, to various debtors of Cempra, and will expire on August 4, 2018. A summary of the warrants outstanding at December 31, 2017 is below: Issued Warrants Outstanding Exercise Price Expiration August 2011 18,979 $ 30.00 August 2018 December 2014 33,788 $ 33.30 December 2024 December 2015 6,757 $ 33.30 December 2024 February 2012 42 $ 17,334.07 February 2019 Total 59,566 |
Interest Expense
Interest Expense | 12 Months Ended |
Dec. 31, 2017 | |
Banking And Thrift Interest [Abstract] | |
Interest Expense | NOTE 7 – INTEREST EXPENSE Interest expense in the statements of operations consisted of the following: As of December 31, 2017 2016 Cash interest expense $ 2,531 $ 2,397 Noncash interest expense 1,077 993 Total interest expense $ 3,608 $ 3,390 Interest expense related to convertible promissory notes $ 4,016 $ 1,016 |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
License Agreements | NOTE 8 – LICENSE AGREEMENTS Eurofarma In December 2014, we entered into a Series 3-B Convertible Preferred Stock Purchase Agreement (the “Stock Purchase Agreement) and concurrent Distribution Agreement (the “Distribution Agreement”) and Supply Agreement (the “Supply Agreement”) with Eurofarma Laboratorios S.A. (“Eurofarma”). The Distribution Agreement and Supply Agreement, collectively, are referred to as the “Commercial Agreements.” Pursuant to the Stock Purchase Agreement, we agreed to issue to Eurofarma 5,262,373 shares of Series 3-B Convertible Preferred Stock at the purchase price of $2.660397 per share. Melinta received the proceeds from this stock sale of $14,000 on January 6, 2015, and thus, the purchaser’s right to the shares of Series 3-B Convertible Preferred Stock began accruing on that date. Under the Distribution Agreement, we appoint Eurofarma as our sole and exclusive distributor of Baxdela formulations Because the Eurofarma agreements were entered into on a concurrent basis, we evaluated the entire arrangement as a multiple element arrangement in order to allocate value to each of the identifiable deliverables at the inception of the arrangement In August 2017, Melinta and Eurofarma entered into an amendment to the distribution and supply agreement to extend the licensed territory to substantially all of Central America and South America for consideration of $1,000 (the “Eurofarma Amendment”). Because the Eurofarma Amendment did not significantly change the nature of the deliverables under the arrangement, management concluded that it did not constitute a material modification of the original arrangement. As such, the $9,008 of deferred revenue recorded in connection with the original agreement is appropriately deferred as of December 31, 2017 as we have not yet commenced commercial supply of Baxdela for the territory (Brazil). In addition, because the Eurofarma Amendment was negotiated at arms’ length, it was deemed to be a separate arrangement from the original contract. The Eurofarma Amendment has multiple elements, including the delivery of the license and the exclusive supply of Baxdela with respect to the licensed territories. We concluded that there was no standalone value for the delivered license in the Eurofarma Amendment; accordingly, the consideration of $1,000 was recorded as deferred revenue as of December 31, 2017. Under ASC 605, we would commence recognition of the revenue when we begin to deliver under the supply agreement. Menarini In February 2017, we executed a license agreement with A. Menarini Industrie Farmaceutiche Riunite S.r.l. (“Menarini”), a leading pharmaceutical company in Western Europe, under which we licensed rights to commercialize Baxdela in certain European, Asia-Pacific (except for Japan) and other rest-of-world territories (the “Agreement”). Pursuant to the terms and conditions of the Agreement, Menarini is entitled to exclusive rights to obtain product approval, procure supply from us and to commercialize Baxdela in the licensed territories, and we are entitled to receive regulatory, commercial and sales-based milestones as well as sales-based royalties on future net sales of Baxdela. In addition, we agreed with Menarini to share jointly in the future development cost of Baxdela. We received $19,905 upon the execution of the Agreement. Going forward, we will receive reimbursement for 50% of the costs incurred for efforts to expand the applicable indications for Baxdela, and we may receive up to approximately €90,000 for regulatory, commercial and sales-based milestones as well as sales-based royalties on future sales of Baxdela. At the time the agreement applicable The agreement also states a separate Supply Agreement will be entered into at a future date under which Menarini will purchase Baxdela For immediate use of the license and right to the sublicense, Menarini is able to leverage the information contained within the Baxdela NDAs, which were filed by us with the FDA in October 2016 for ABSSSI, to prepare the regulatory filings in the licensed territories. And, while the FDA approval was received in June 2017, regulatory approval in many of the licensed territories is not contingent upon U.S. FDA approval. We recognized $19,905, the consideration that was fixed and determinable at the of the agreement, upon delivery of the license and right to the sublicense in the first quarter of 2017, and we will recognize revenue associated with the development services as they are provided to Menarini. In the year ended December 31, 2017, we recognized revenue totaling $13,090 related to the development services. Of that amount, we have received $9,728 in cash payments; the balance of $3,362 is recorded in Receivables as of December 31, 2017. In connection with the Agreement, we paid Wakunaga Pharmaceutical Co. Ltd. (“Wakunaga”) $1,590, which was credited toward our future payment obligations under the license agreement we have with them for certain intellectual property underlying Baxdela. See Note 15 “Commitments and Contingencies” for further information on our license agreement with Wakunaga. This expense was recorded in selling, general and administrative expense, which is where we record all expenses related to intellectual property that are generated by events and activities outside our research and development activities. In this case, the payment was triggered by the receipt of upfront licensing fees from Menarini. Receiving FDA approval of Baxdela in June 2017 triggered milestones of $6,000 and $1,500 due to Wakunaga and CyDex Pharmaceuticals, Inc. (now a wholly owned subsidiary of Ligand Pharmaceuticals Incorporated, both hereafter referred to as “Ligand”), respectively. We paid $2,000 to Wakunaga and $1,500 to Ligand in June 2017 and $2,000 to Wakunaga in December 2017. The remaining $2,000 due to Wakunaga is recorded in Accrued Expenses and will be paid in June 2018. The milestone payments are recorded as intangible assets on our Consolidated Balance Sheets. Sanofi In June 2011, we executed an exclusive, worldwide research collaboration and license agreement (the “Collaboration”) with Sanofi, a global pharmaceutical company, for novel classes of antibiotics resulting from our ESKAPE pathogen program (at the time known as the RX-04 program). Under the terms of the Collaboration, we received nonrefundable fees related to contract research and development milestones (as defined in the Collaboration) of $19,000 and $3,000 in July 2011 and January 2012, respectively, which had been achieved as of those dates. Under ASC 730-20, Research and Development—Research and Development Arrangements, we determined that the Collaboration should be accounted for as an obligation to perform contractual services as the repayment of any of the arrangement consideration provided by Sanofi depended solely on the results of the Collaboration during the Research Term (June 28, 2011, to June 28, 2014) having future economic benefit. We evaluated the Collaboration in accordance with ASC 605-25, Revenue Recognition – Multiple Element Arrangements, and determined that the deliverables under the Collaboration should be accounted for as a single unit of accounting. We determined we would fulfill our performance obligations under the Collaboration ratably throughout the period over which the performance obligations occurred, and therefore, recognized the nonrefundable fees into revenue on a straight-line basis over the Research Term. In July 2013, we and Sanofi executed a termination agreement (the “Termination Agreement”), pursuant to which all rights, obligations, and duties under the Collaboration were terminated for both parties. We retained all of the rights, title, and interest in all ESKAPE pathogen products. As consideration for being released from our remaining obligations under the Collaboration, we agreed to increase the royalty payments to be made to Sanofi as compared to the original royalty payments that would have been made under the Collaboration. Under the Termination Agreement, we are obligated to make royalty payments to Sanofi equal to the applicable percentage of worldwide net sales of qualified products (as defined). The applicable percentage shall be 3% until the aggregate payments to Sanofi equal $22,000, at which time the applicable percentage will be reduced to 1% during the remaining period of the royalty obligation (as defined). Qualified products shall only include those products that are commercialized on or before the tenth anniversary date of the Termination Agreement. The obligation to make any royalty payments ends 10 years after the first commercial sale of the first such qualifying product. We considered the release of the remaining obligation in exchange for the obligation to make incremental royalty payments to be a nonmonetary transaction under ASC 845, Nonmonetary Transactions. Based on the nature of the Termination Agreement, the obligation to pay the incremental royalty payments, should future sales occur, was deemed similar to transactions representing a sale of future revenues for which debt classification is appropriate based on the provisions of ASC 470, Debt. Accordingly, we recognized, at the date of the Termination Agreement, a liability for potential future royalties based on the fair value of the potential future royalty payments that may be made to Sanofi, which was estimated to be $3,926. The liability for potential future royalty payments was presented in the balance sheet as “Liability for Potential Royalties” and was initially being accreted to its expected future value using the effective interest method, with adjustments made to the liability by recording a cumulative adjustment for any changes in estimates related to the amount and timing of estimated future royalty payments. In July 2014, we revised our estimated commercialization date of future ESKAPE antibiotics from 2018 to 2020, resulting in a decrease to the projected liability of $1,026, which was recognized in other income for the year ended December 31, 2014. In December 2015, we further revised our estimated commercialization date of future ESKAPE antibiotics to beyond July 2023, which would preclude the ESKAPE antibiotics from being a qualified product eligible for royalties. Accordingly, we determined that the expected liability was $0 as of December 31, 2015, and recognized a gain of $3,971, which was recorded as other income for the year ended December 31, 2015. As of December 31, 2016, there were no qualified products under development; as such, the liability for potential future royalties continues to be estimated as $0, and there is no need to evaluate the value of the liability in future periods. Non-cash interest expense related to accretion of the liability was $0, $0, and $350 for the years ended December 31, 2017, 2016 and 2015, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9 – FAIR VALUE MEASUREMENTS The provisions of the accounting standard for fair value define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The transaction of selling an asset or transferring a liability is a hypothetical transaction at the measurement date, considered from the perspective of a market participant who holds the asset or owes the liability. Therefore, the objective of a fair value measurement is to determine the price that would be received when selling an asset or paid to transfer a liability (an exit price) at the measurement date. This standard classifies the inputs used to measure fair value into the following hierarchy: Level 1 Level 2 —Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 —Unobservable inputs for the asset or liability. The following table lists our assets and liabilities that are measured at fair value and the level of inputs used to measure their fair value at December 31, 2017 and 2016. The money market fund is included in cash & cash equivalents on the balance sheet; the other items are in the captioned line of the balance sheet. As of December 31, 2017 Level 1 Level 2 Level 3 Total Assets: Money market fund $ 76,777 $ - $ - $ 76,777 Total assets at fair value $ 76,777 $ - $ - $ 76,777 As of December 31, 2016 Level 1 Level 2 Level 3 Total Assets: Money market fund $ 2,035 $ - $ - $ 2,035 Total assets at fair value $ 2,035 $ - $ - $ 2,035 Liabilities: Preferred stock warrants $ - $ - $ 674 $ 674 Total liabilities at fair value $ - $ - $ 674 $ 674 The preferred stock warrants were valued using a Black-Scholes option-pricing model and Level 3 unobservable inputs. The significant unobservable inputs include the value of our convertible preferred stock valued using a PWERM method, the risk-free interest rate, remaining contractual term, and expected volatility. Significant increases or decreases in any of these inputs in isolation would result in a significantly different fair value measurement. An increase in the risk-free interest rate, and/or an increase in the remaining contractual term or expected volatility, would result in an increase in the fair value of the warrants. The following table summarizes the changes in fair value of our Level 3 assets for the year ended December 31, 2016: Level 3 Assets Fair Value at December 31, 2015 Realized Gains (Losses) Change in Unrealized Gains (Losses) Issuances (Settlements) Net Transfer In (Out) of Level 3 Fair Value at December 31, 2016 Preferred stock tranche assets $ 1,313 $ - $ (1,313 ) $ - $ - $ - Total assets at fair value $ 1,313 $ - $ (1,313 ) $ - $ - $ - The following tables summarize the changes in fair value of our Level 3 liabilities for the years ended December 31, 2017 and 2016: Level 3 Liabilities Fair Value at December 31, 2016 Realized Gains (Losses) Change in Unrealized Gains (Losses) Reclassification to APIC Net Transfer In (Out) of Level 3 Fair Value at December 31, 2017 Preferred stock warrants $ (674 ) $ - $ 335 $ 339 $ - $ - Total liabilities at fair value $ (674 ) $ - $ 335 $ 339 $ - $ - Level 3 Liabilities Fair Value at December 31, 2015 Realized Gains (Losses) Change in Unrealized Gains (Losses) Issuances (Settlements) Net Transfer In (Out) of Level 3 Fair Value at December 31, 2016 Preferred stock warrants $ (1,456 ) $ - $ 782 $ - $ - $ (674 ) Total liabilities at fair value $ (1,456 ) $ - $ 782 $ - $ - $ (674 ) |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2017 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | NOTE 10 – CONVERTIBLE PREFERRED STOCK Under our amended and restated certificate of incorporation, our convertible preferred stock was recorded at fair value as of the date of issuance based on original issue price corroborated by a PWERM analysis (as described in Note 6), net of issuance costs. There was no outstanding convertible preferred stock as of December 31, 2017. Outstanding convertible preferred stock as of December 31, 2016, consisted of the following: As of December 31, 2016 Shares Carrying Liquidation Designated Outstanding Values Preference Series 1 Convertible Preferred Stock 9,363,187 9,363,187 $ 1,433 $ 18,822 Series 2-A(1) Convertible Preferred Stock 20,781,845 Series 2-A(2) Convertible Preferred Stock 5,107,484 Total Series 2-A Convertible Preferred Stock 25,889,329 25,889,329 17,027 25,683 Series 2-B(1) Convertible Preferred Stock 27,709,127 Series 2-B(2) Convertible Preferred Stock 39,919,846 Total Series 2-B Convertible Preferred Stock 67,628,973 67,628,973 49,038 112,254 Series 3 Convertible Preferred Stock 80,225,978 78,843,653 71,125 84,863 Series 3-B Convertible Preferred Stock 5,262,373 5,262,373 5,991 16,326 Series 4 Convertible Preferred Stock 67,603,974 67,603,974 73,729 78,405 Total Convertible Preferred Stock 255,973,814 254,591,489 $ 218,343 $ 336,353 During the years ended December 31, 2017 and 2016, there were no changes in the shares outstanding or carrying value of the Series 1, Series 2-A, or Series 2-B Convertible Preferred Stock. The following table presents the movements in the shares outstanding and carrying values of the Series 3, Series 3-B and Series 4 Convertible Preferred Stock during the year ended December 31, 2016: Series 3 Convertible Series 3-B Convertible Series 4 Convertible Preferred Stock Preferred Stock Preferred Stock Shares Amount Shares Amount Shares Amount Balance at January 1, 2016 78,843,653 $ 71,125 5,262,373 $ 5,991 54,561,791 $ 60,113 Issuance of preferred stock, net of issuance costs 13,042,183 13,616 Balance at December 31, 2016 78,843,653 $ 71,125 5,262,373 $ 5,991 67,603,974 $ 73,729 On November 3, 2017, in conjunction with the merger with Cempra, all outstanding shares of Convertible Preferred Stock, in all series, with accumulated interest, were converted to 333,574,725 shares of common stock of Melinta in accordance with the terms of their conversion. These shares were then immediately exchanged for 7,638,816 shares of common stock of Cempra. Series 4 Preferred Stock Financing — In June 2015, pursuant to the Series 4 Convertible Preferred Stock purchase agreement, we agreed to sell up to $67,000 of Series 4 Convertible Preferred Stock (“Series 4 Convertible Preferred Stock”) at $1.044687 per share in two closings and an optional third closing. We agreed to certain terms and conditions with respect to the issuance of the Series 4 Convertible Preferred Stock, including a liquidation preference equal to the original issue price, plus any accrued but unpaid dividends, and a liquidation priority over the Series 3 Convertible Preferred Stock, Series 2 Convertible Preferred Stock and Series 1 Convertible Preferred Stock. The first tranche closed in June 2015 for $45,911, net of issuance costs of $89, for 44,032,324 shares of Series 4 Convertible Preferred Stock. The second tranche closed in December 2015 for approximately $11,000 for 10,529,467 shares of Series 4 Preferred Stock (issuance costs were not material). We also had an option to require one investor to purchase up to an additional $10,000 of Series 4 Convertible Preferred Stock at the same price (“Optional Third Closing”), which was exercisable until June 2016. In March 2016, we exercised our option for the Optional Third Closing and issued 13,042,183 shares of Series 4 Convertible Preferred Stock for proceeds of $13,616 (net of issuance costs of $9), including proceeds from additional investors who chose to participate in the Optional Third Closing. We determined the rights of the investors to purchase shares of Series 4 (the Second Tranche) and our right to require an investor to purchase shares of Series 4 (the Optional Third Closing) met the definition of freestanding financial instruments. Accordingly, the fair value of the rights related to the Second Tranche was recognized as a liability and the fair value of the rights related to the Optional Third Closing was recognized as an asset, with an offsetting net reduction to preferred stock. We determined the fair values using a Black-Scholes option-pricing model. The significant assumptions used in the model were: • the market price, equal to the estimated value of our common stock; • the exercise price, equal to $1.044687; • a risk-free rate, determined by reference to yields of U.S. Treasury notes of comparable duration at each measurement date; • an expected life equal to the estimated time between the measurement date and the expected tranche closing date; and • an estimated volatility of approximately 72%. Upon the original issuance of the Series 4 Convertible Preferred Stock, we recorded $2,662 in tranche assets, which represented the fair value associated with the Optional Third Closing, and $2,043 in tranche liabilities, which represented the fair value associated with Second Tranche. We adjusted the carrying values of the tranche obligations to their estimated fair values at each quarter end, with adjustments recorded within other income (expense) in the statements of operations. We recognized $1,889 of other expense during 2015 related to the remeasurement of the tranche asset and liability. The tranche liability settled in December 2015 with the closing of the Second Tranche. As of December 31, 2015, the fair value of the tranche asset was $1,313. In connection with the closing of the Optional Third Closing in the first quarter of 2016, the fair value of the tranche asset was re-measured and $1,313 was recorded as other expense. Series 3-B Preferred Stock Financing —In connection with the Eurofarma agreements, we agreed to issue 5,262,373 shares of Series 3-B Convertible Preferred Stock. The agreement, signed in December 2014, required immediate payment for the Series 3-B Convertible Preferred Stock. However, the payment for the stock was not received until January 2015, at which time the shares were issued with a carrying value of approximately $6,000 (see Note 8 for further details of the Eurofarma arrangement). Series 3 Preferred Stock Financing —In January 2014, pursuant to the Series 3 Convertible Preferred Stock Purchase Agreement, we agreed to sell up to $70,000 of Series 3 Convertible Preferred Stock in three closings (“Series 3 Financing”), at $0.887833 per share. The first tranche closed in January 2014 in the amount of $34,940, net of issuance costs of $60, for 39,421,825 shares of Series 3 Convertible Preferred Stock. The second tranche closed in September 2014 in the amount of $14,998, net of issuance costs of $2, for 16,895,066 shares of Series 3 Convertible Preferred Stock. The third tranche closed in March 2015 in the amount of $19,998, net of issuance costs of $3, for 22,526,762 shares of Series 3 Convertible Preferred Stock. We agreed to certain terms and conditions with respect to the issuance of the Series 3 Convertible Preferred Stock, including a liquidation preference equal to the original issue price, plus any accrued but unpaid dividends and a liquidation priority over the Series 2 and Series 1 Convertible Preferred Stock. We determined the right of the investors to purchase shares of Series 3 in future tranches (the second and third closings) met the definition of a freestanding financial instrument and recognized a liability at fair value, with an offsetting reduction to Preferred Stock upon the original issuance of the Series 3 Convertible Preferred Stock. We determined the fair value of the tranches using a Black-Scholes option-pricing model. The significant assumptions used in the model were: • the market price, equal to the estimated value of our common stock; • the exercise price, equal to $0.887833; • a risk-free rate, determined by reference to yields of U.S. Treasury notes of comparable duration at each measurement date; • an expected life equal to the estimated time between the measurement date and the expected tranche closing date; and • an estimated volatility of 50%. We adjusted the carrying value of the tranche obligations to its estimated fair value at each reporting date. Increases or decreases in the fair value of the tranche obligations were recorded within other income (expense) in the statements of operations. We recognized $839 of other expense during 2015 related to the remeasurement of the tranche liability. The tranche liability settled in March 2015 with the closing of the third tranche. Series 2 Preferred Stock Financing —In November 2012, pursuant to the Series 2 Stock Purchase Agreement, we agreed to sell up to $67,500 of Series 2 Convertible Preferred Stock in multiple closings (the “Series 2 Financing”), at $0.721784 per share. The first tranche closed in November 2012 in the amount of $17,961, net of issuance costs of $725, for 25,889,329 shares of Series 2-A Convertible Preferred Stock, consisting of 20,781,845 shares of Series 2-A(1) Convertible Preferred Stock (the “Series 2-A(1) Convertible Preferred Stock”) and 5,107,484 shares of Series 2-A(2) Convertible Preferred Stock (the “Series 2-A(2) Convertible Preferred Stock”) In April 2013 and June 2013, pursuant to the Series 2 Stock Purchase Agreement, we completed the Tranche 2 Closing in the combined amount of $24,890, net of issuance costs of $23, for 34,516,566 shares of Series 2-B Convertible Preferred Stock, consisting of 27,709,127 shares of Series 2-B(1) Convertible Preferred Stock (the “Series 2-B(1) Convertible Preferred Stock”) and 6,807,439 shares of Series 2-B(2) Convertible Preferred Stock (the “Series 2-B(2) Convertible Preferred Stock”). The shares were sold at a per share price of $0.721784 and had a liquidation preference equal to two times the original issue price, plus any accrued but unpaid dividends. We determined the liquidation preference was an embedded feature of the Series 2-B Convertible Preferred Stock and did not require bifurcation. In August and November 2013, pursuant to the Series 2 Stock Purchase Agreement, we completed an additional permitted financing in the combined amount of $23,893, net of issuance costs of $7, for 33,112,407 shares of Series 2-B Convertible Preferred Stock, consisting of 27,154,945 shares of Series 2-B(1) Convertible Preferred Stock and 5,957,462 shares of Series 2-B(2) Convertible Preferred Stock. The shares were sold at a per share price of $0.721784, and had a liquidation preference equal to two times the original issue price, plus any accrued but unpaid dividends. Series 1 Preferred Stock —In November 2012, immediately prior to the Series 2 Financing, our then outstanding 2009 Notes, 2010 Notes and 2011 Notes were converted into 9,363,187 shares of Series 1 Convertible Preferred Stock (“Series 1 Convertible Preferred Stock”) in accordance with the original terms provided for in the agreements. At the date of the conversion, the fair value of the Series 1 Convertible Preferred Stock was determined to be $1,433 using the PWERM valuation method. Preferred Stock —The Convertible Preferred Stock had the following rights and privileges: Dividends —Dividends accrued to holders of the Convertible Preferred Stock at the rate of 8%, compounding per annum (on the original issue prices, as defined, of $1.462645 per share of Series 1 Convertible Preferred Stock, $0.721784 per share of Series 2 Convertible Preferred Stock, $0.887833 per share of Series 3 Convertible Preferred Stock, $2.660397 per share of Series 3-B Convertible Preferred Stock and $1.044687 per share of Series 4 Convertible Preferred Stock). These dividends were cumulative, and accrued to the holders of the Convertible Preferred Stock whether or not funds are legally available and whether or not declared by the board of directors. Such dividends were not accrued into the carrying value of the Convertible Preferred Stock until such time as 1) a redeemable liquidation event was deemed probable of occurring or 2) such dividends were declared, neither of which occurred prior to the Cempra merger that closed on November 3, 2017. Liquidation Rights —In the event of a liquidation, dissolution, merger, sale, or winding up of the Company, upon issuance, the holders of the Series 4 Convertible Preferred Stock were entitled to receive, prior to and in preference to the holders of the Series 3 and Series 3-B Convertible Preferred Stock, Series 2 Convertible Preferred Stock, the Series 1 Convertible Preferred Stock and common stock, an amount equal to $1.044687 per share of Series 4 Convertible Preferred Stock, plus any accrued but unpaid dividends. After payment in full of the Series 4 Convertible Preferred Stock liquidation preference, the holders of the Series 3 and Series 3-B Convertible Preferred Stock were entitled to receive, prior to and in preference to the holders of the Series 2 Convertible Preferred Stock, the Series 1 Convertible Preferred Stock and common stock, an amount equal to $0.887883 per share of Series 3 Convertible Preferred Stock and $2.660397 per share of Series 3-B Convertible Preferred Stock (subject to certain antidilutive adjustments), plus any accrued but unpaid dividends. After payment in full of the Series 3 and Series 3-B Convertible Preferred Stock liquidation preference, the holders of the Series 2 Convertible Preferred Stock were entitled to receive, prior to and in preference to the holders of Series 1 Convertible Preferred Stock and common stock, from the assets of the Company available for distribution, (A) in the case of the Series 2-B Convertible Preferred Stock, an amount equal to $0.721784 per share of Series 2-B Convertible Preferred Stock (subject to certain antidilutive adjustments), multiplied by two, plus any accrued but unpaid dividends, and (B) in the case of the Series 2-A Convertible Preferred Stock, an amount equal to $0.721784 per share of Series 2-A Convertible Preferred Stock (subject to certain antidilutive adjustments), plus any accrued but unpaid dividends in order of preference. After payment in full of the Series 2 Convertible Preferred Stock liquidation preference, the holders of the Series 1 Convertible Preferred Stock were entitled to receive, prior to and in preference to the holders of common stock, from the assets of the Company available for distribution, an amount equal to $1.462645 per share of Series 1 Convertible Preferred Stock (subject to certain antidilutive adjustments), plus any accrued but unpaid dividends. Any net assets remaining after the payment of preferential amounts to the holders of Convertible Preferred Stock shall be shared ratably by the holders of the Convertible Preferred Stock with the common shareholders as if all preferred shares were converted into common stock at the time of the event. As a result of the merger with Cempra on November 3, 2017, $70,584 of accumulated dividends were included in the conversion of all Convertible Preferred Stock into shares of common stock of Melinta, as discussed above. Conversion —At the option of the holders of the Convertible Preferred Stock (or automatically in the event of a conversion pursuant to an IPO), shares may have been converted to such number of shares of common stock as determined by dividing the applicable conversion base by the then applicable conversion price. The conversion base for each share of the Convertible Preferred Stock was the original issue price, as defined (plus, in the event of a conversion pursuant to an IPO, all accrued but unpaid dividends). The conversion price of each share of Series 1 Convertible Preferred Stock was $9.615178, of each share of the Series 2-A(1) and Series 2-B(1) Convertible Preferred Stock was $0.620239, of each share of the Series 2-A(2) and Series 2-B(2) Convertible Preferred Stock was $0.721784, of each share of the Series 3 Convertible Preferred Stock was $0.887883, of each share of the Series 3-B Convertible Preferred Stock was $2.660397, and of each share of the Series 4 Convertible Preferred Stock was $1.044687. After the issuance of the Series 4 Convertible Preferred Stock, the conversion price of each share of Series 3-B Convertible Preferred Stock as of December 31, 2016 was $2.328332. Upon completion of the Optional Third Closing of Series 4 Convertible Preferred Stock in March 2016, the conversion price of each share of Series 3-B Convertible Preferred Stock was reduced further to $2.268401. Voting and Other Rights —The Preferred Stock had certain voting rights equivalent to the common shareholders. In addition, the lead investor in the Series 2, 3 and 4 Financings acquired certain shareholder contractual rights to solely control all significant decisions of the Company (including, without limitation, sole control of drag-along rights, financings, recapitalizations, and IPO), in each case not subject to any “blocking rights” of the minority shareholders. The holders of the Series 2 Convertible Preferred Stock are entitled to elect four representatives (out of nine) to the board of directors. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Common Stock Number Of Shares Par Value And Other Disclosures [Abstract] | |
Common Stock | NOTE 11 – COMMON STOCK Our certificate of incorporation, as amended, authorizes us to issue up to 80,000,000 shares of $0.001 par value common stock. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of our shareholders. Holders of our common stock are not entitled to receive dividends, unless declared by the board of directors. There have been no dividends declared to date. We have reserved and keep available out of our authorized but unissued common stock a sufficient number of shares of common stock to affect the conversion of all issued and outstanding warrants and stock options. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | NOTE 12 – STOCK-BASED COMPENSATION 2001 Stock Option and Incentive Plan —In 2001, our board of directors adopted the 2001 Stock Option and Incentive Plan (“2001 Plan”). The 2001 Plan provided for the granting of incentive and nonqualified stock options and restricted stock bonus awards to officers, directors, employees, and consultants of the Company. As of December 31, 2016, we had 258 shares of common stock (before conversion) reserved under the 2001 Plan for issuance upon exercise of stock options. The 2001 Plan was terminated in 2011 and no new awards will be granted under the 2001 Plan, however awards previously granted will continue to be outstanding until they are exercised or expire. On November 3, 2017, in conjunction with the merger with Cempra, all outstanding options under the 2001 Plan expired. 2006 Stock Plan —Upon closing the merger with Cempra on November 3, 2017, Melinta assumed the 2006 Stock Plan, which had been adopted by Cempra 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, 2017, there were options for an aggregate of 68,364 shares issued and outstanding under the 2006 Plan. There was no activity in the 2006 Plan in the period November 3, 2017, to December 31, 2017. 2011 Equity Incentive Plan —Upon closing the merger with Cempra on November 3, 2017, Melinta assumed the 2011 Equity Incentive Plan, which had been adopted by Cempra in October 2011 (the “2011 Incentive Plan”), and which, as amended in May 2015, authorizes the issuance of up to 8,697,451 shares under the 2011 Incentive Plan, as of December 31, 2017, with an automatic annual increase discussed below. Under the 5-to-1 reverse split authorized by the Cempra shareholders on November 3, 2017 (immediately before the merger), the authorized shares available under the 2011 Incentive Plan were reduced to 1,739,490 shares, and, as of December 31, 2017, there were 751,247 shares available under the 2011 Incentive Plan to award as either options or restricted stock units. The number of shares of common stock reserved for issuance under the 2011 Incentive Plan automatically increases on January 1 of each year, continuing through January 1, 2021, by 4% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year (unless our board of directors determines to increase the number of shares subject to the plan by a lesser amount). Upon adoption of the 2011 Incentive Plan, Cempra eliminated the authorization for any unissued shares previously reserved under the 2006 Plan. The stock awards previously issued under the 2006 Plan remain in effect in accordance with the terms of the 2006 Plan. Private Melinta 2011 Equity Incentive Plan —In November 2011, our board of directors adopted the 2011 Equity Incentive Plan (“Melinta 2011 Plan”) to replace the 2001 Plan. The Melinta 2011 Plan provides for the granting of incentive stock options, nonqualified options, stock grants, and stock-based awards to employees, directors, and consultants of the Company. On November 3, 2017, in conjunction with the merger with Cempra, all outstanding options under the Melinta 2011 Plan converted to 732,499 options to purchase common shares of Cempra (re-named Melinta in the merger), the Melinta 2011 Plan was frozen and authorized shares under the Melinta 2011 Plan were reduced to 732,499. As of December 31, 2017, we had 732,499 shares of common stock, reserved under the Melinta 2011 Plan for issuance upon exercise of stock options. Inducement Grant —Melinta granted Daniel Wechsler, our President and Chief Executive Officer, an option to purchase 550,981 shares of common stock, at a strike price of $11.65 per share, and 183,661 restricted stock units, pursuant to the option and restricted stock unit inducement grants made to Mr. Wechsler, in accordance with the provisions set forth in an employment agreement by and between Melinta and Mr. Wechsler, dated October 30, 2017, and in accordance with the inducement grant exception under NASDAQ Listing Rule 5635(c)(4). We filed a Registration Statement on Form S-8 on November 13, 2017 registering these shares with the SEC. As such, the inducement grants made to Mr. Weschsler were not granted under any of the stock plans discussed above. In addition, pursuant to Rule 416(a) under the Securities Act, our Form S-8 Registration Statement filed with the SEC, on November 13, 2017, in connection with these grants, also covers an indeterminable number of additional shares of our common stock that may become issuable under the employment inducement grants as a result of any future stock splits, stock dividends or similar adjustments of our outstanding common stock. Both grants will vest over four years, 25% after one year and then ratably monthly over the remaining 36 months. Stock Option Activity —The exercise price of each stock option issued under all of the stock plans is specified by the board of directors at the time of grant, but cannot be less than 100% of the fair market value of the stock on the grant date. In addition, the vesting period is determined by the board of directors at the time of the grant and specified in the applicable option agreement. Our practice is to issue new shares upon the exercise of options. All options granted under either the 2011 Incentive Plan or the Melinta 2011 Plan during the years ended December 31, 2017 and 2016, were granted with exercise prices not less than the fair market value of our common stock on the grant date, as approved by our board of directors. A summary of the stock option activity under the 2006 Plan is presented in the table below: Weighted Weighted Average Average Aggregate Number of Exercise Contractual Intrinsic Options Price Term (in years) Value Outstanding - November 3, 2017 68,364 $ 10.80 1.2 Outstanding - December 31, 2017 68,364 10.80 1.1 $ 342 Exercisable - December 31, 2017 68,364 10.80 1.1 $ 342 Vested and expected to vest at December 31, 2017 68,364 $ 10.80 1.1 $ 342 A summary of the stock-option activity under the 2011 Incentive Plan is presented in the table below: Weighted Weighted Average Average Aggregate Number of Exercise Contractual Intrinsic Options Price Term (in years) Value Outstanding - November 3, 2017 745,304 $ 60.02 6.2 Exercised (862 ) 15.63 Forfeited (6,445 ) 28.00 Expired (15,284 ) 64.41 Outstanding - December 31, 2017 722,713 60.26 3.9 $ 113 Exercisable - December 31, 2017 623,975 65.10 3.2 $ 101 Vested and expected to vest at December 31, 2017 722,713 $ 60.26 3.9 $ 113 After the merger, certain Cempra employees were terminated. Under their severance agreements and equity award clauses, the vesting of their stock options was accelerated on the date of termination and included in the December 31, 2017, exercisable total above. In accordance with ASC 718, $975 of additional compensation expense was recognized in the fourth quarter of 2017 with the accelerated vesting. The post-merger total fair value of options that vested under the 2011 Incentive Plan during the period November 3, 2017, to December 31, 2017, was approximately $1.0 million. A summary of the stock-option activity under the Melinta 2011 Plan is presented in the table below: Weighted Weighted Average Average Aggregate Number of Exercise Contractual Intrinsic Options Price Term (in years) Value Outstanding - December 31, 2014 22,309,477 $ 0.53 9.1 Granted 5,942,512 0.84 Exercised (934,649 ) 0.39 Canceled/expired (5,503,158 ) 0.58 Outstanding - December 31, 2015 21,814,182 0.60 8.5 Granted 6,202,498 0.71 Exercised (158,427 ) 0.41 Canceled/expired (1,656,045 ) 0.77 Outstanding - December 31, 2016 26,202,208 $ 0.62 7.9 Granted 9,150,995 (1) 0.48 (1) Exercised (131,834 ) (1) 0.72 (1) Canceled/expired (3,987,859 ) (1) 0.51 (1) Conversion (30,514,509 ) (2) Outstanding - December 31, 2017 719,001 $ 25.88 7.0 $ - Exercisable - December 31, 2017 409,013 25.99 5.6 $ - Vested and expected to vest at December 31, 2017 719,001 $ 25.88 7.0 $ - (1) Amounts are before conversion (2) Options outstanding on November 3, 2017, were converted to options to purchase common shares of Cempra (re-named Melinta in the merger) at a 0.0229 conversion ratio Under the Melinta 2011 Plan, we granted 9,150,995 and 6,202,498 (209,494 and 142,037 after conversion, respectively) of stock options to employees during the years ended December 31, 2017 and 2016, respectively. The weighted-average grant-date per share fair value of options granted under the Melinta 2011 Plan during the years ended December 31, 2017, 2016 and 2015 was $0.26 ($7.40 after conversion and re-valuation on November 3, 2017), $0.43 and $0.56, respectively. The total fair value of options that vested under the Melinta 2011 Plan during the years ended December 31, 2017, 2016 and 2015, was approximately $2.9 million,$2.3 million and $1.7 million, respectively. The intrinsic value of options exercised in 2017 was not material. The following table summarizes certain information about all options outstanding as of December 31, 2017: 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) $10.45 - $15.75 878,108 7.7 244,309 2.5 $17.04 - $27.52 543,487 6.9 310,791 5.1 $33.15 - $61.90 349,111 5.6 267,333 5.0 $63.95 - $96.25 97,063 2.4 94,279 2.2 $113.85 - $217.15 193,290 3.4 184,640 3.2 2,061,059 1,101,352 Stock-Based Compensation —We use a Black-Scholes option-pricing model for determining the estimated fair value for stock-based awards. The Black-Scholes option-pricing model requires the use of the subjective assumptions in order to determine the fair value of stock-based awards. On November 3, 2017, in conjunction with the merger with Cempra, all outstanding options under the Melinta 2011 Plan converted to 732,499 options to purchase common shares of Cempra (re-named Melinta in the merger). For accounting purposes, this was treated as a modification of the awards, generating a remeasurement of the estimated fair value of all vested and unvested Melinta 2011 Plan outstanding stock awards on the day of the stock conversion. After taking into consideration the terms of the Melinta 2011 Plan, the total remeasured estimated fair value of $2,362 on November 3, 2017, for the vested stock options was immediately recorded as additional stock-based compensation expense in the fourth quarter of 2017, since the options were fully vested and had no future service requirement. The remeasured fair value of the unvested options of $2,476 will be recognized as expense over the remaining service period of each grant. On November 3, 2017, all outstanding stock options issued under the assumed 2006 Plan and 2011 Incentive Plan were remeasured to estimated fair value on the day assumed by Melinta. The estimated fair value of $2,626 on the day of acquisition of the acquired vested stock options related to prior service periods was recorded as additional purchase price for the acquisition of Cempra (see Note 3). The remeasured fair values will be used to record stock-based compensation expense for the unvested shares over the remaining service period for each grant. Due to the different remaining contractual terms and remaining vesting periods of outstanding stock options on the day of merger from both the assumed 2011 Incentive Plan and Melinta 2011 Plan, a range of Black-Scholes assumptions were used to estimate the fair value on November 3, 2017. The range of assumptions used to value outstanding unvested stock option grants for all plans—plus the vested stock option grants under the Melinta 2011 Plan on the merger date—were as follows: 2017 2016 2015 Risk-free interest rate 1.8% - 2.1% 1.5 % 2.3 % Weighted-average volatility 87.5% - 108.1% 67.1 % 75.0 % Expected term - employee awards (in years) 3.1 - 6.1 6.0 6.0 Forfeiture rate - - 7 % Dividend yield 0 % 0 % 0 % The range of assumptions used calculate the estimated value of the acquire vested stock options under the 2006 Plan and the 2011 Equity Plan that was recorded as additional purchase price for the acquisition of Cempra at the merger date were as follows (the wide range of volatility was due to the various remaining expected terms for the options, some of which were less than one year): November 3, 2017 Risk-free interest rate 1.2% - 2.0% Weighted-average volatility 51.0% - 147.4% Expected term - employee awards (in years) 0.2-5.6 Forfeiture rate 0 % Dividend yield 0 % • Risk-Free Interest Rate— The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the option’s expected term. • Weighted-average Volatility —After the merger with Cempra, all outstanding options are to purchase common shares of Cempra (re-named Melinta in the merger). Since these shares are publicly traded, we primarily used the historical volatility information for the publicly traded shares. Prior to the merger, the Company had been privately held since inception. Therefore, there was no specific historical or implied volatility information available. Accordingly, prior to the merger, we determine volatility based on an average of reported volatility of selected peer companies in the pharmaceutical and biotechnology industry in a similar stage of development. • Expected Term —Our historical exercise behavior for previous grants does not provide a reasonable estimate for future exercise activity for employees who have been awarded stock options in the past three years. Therefore, the average expected term was calculated using the simplified method, as defined by GAAP, for estimating the expected term. • Forfeiture Rate —On January 1, 2016, Melinta adopted the guidance in ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, and changed its accounting policy for stock-based compensation to recognize stock option forfeitures as they occur rather than estimating an expected amount of forfeitures. • Expected Dividend Yield —We have never declared or paid any cash dividends and do not expect to pay any cash dividends in the foreseeable future. In 2016 and 2017, Cempra issued time-vested restricted stock units (RSUs) from the 2011 Incentive Plan to certain employees, subject A summary of the activity related to our RSUs is as follows: Number of Weighted Restricted Average Stock Units Merger-Date Outstanding Fair Value Balance - November 3, 2017 202,000 $ 11.65 Vested and issued (62,000 ) 11.65 Forfeited (3,000 ) 11.65 Balance - December 31, 2017 137,000 11.65 Vested at December 31, 2017 20,000 $ 11.65 Stock-based compensation reported in our statements of operations was as follows: Year Ended December 31, 2017 2016 2015 Research and development $ 651 $ 1,169 $ 787 General and administrative 5,799 1,346 998 Total $ 6,450 $ 2,515 $ 1,785 No related tax benefits associated with stock-based compensation expense have been recognized and no related tax benefits have been realized from the exercise of stock options due to our net operating loss carryforwards. Total aggregate unrecognized stock-based compensation cost under all the plans and inducement grants as of December 31, 2017, and the Melinta 2011 Plan on December 31, 2016, was $9,783 and $4,703, respectively. The unrecognized stock-based compensation as of December 31, 2017, will be recognized over a weighted-average period of 3.4 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13 – INCOME TAXES The Company utilizes the liability method of accounting for income taxes and deferred taxes which are determined based on the differences between the financial statements and tax basis of assets and liabilities given the provisions of the enacted tax laws. In assessing the realizability of the deferred tax assets, the Company considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized through the generation of future taxable income. In making this determination, the Company assessed all of the evidence available at the time including recent earnings, forecasted income projections, and historical financial performance. The Company has fully reserved deferred tax assets as a result of this assessment. The income tax expenses (benefits) from continuing operations are summarized as follows (these expenses (benefits) were included in Other income and expense in the Consolidated Statement of Operations): 2017 2016 Federal: Current $ - $ - Deferred - - - - State: Current (103 ) - Deferred - - (103 ) - Total $ (103 ) $ - The provision for income taxes differs from income taxes computed at the federal statutory tax rates for the years ended December 31, 2017 and 2016, due to the following items: 2017 2016 Federal Statutory rate 34.0 % 34.0 % State income taxes, net of federal income tax benefit 0.2 5.0 Bargain purchase gain 15.9 - Transaction cost (2.3 ) - Interest expense (2.3 ) - Impact of change in fair value of tranche assets and liabilities 0.2 (0.3 ) Other permanent differences (0.2 ) - Federal tax rate change (75.3 ) - Change in valuation allowance 28.0 (41.0 ) Research and development tax credits 3.3 2.2 Other (1.3 ) 0.1 Effective income tax rate 0.2 % 0.0 % On November 3, 2017, we completed our tax-free merger with Cempra. To reflect the opening balance sheet deferred tax assets and liabilities of Cempra, we recorded a net deferred tax asset of $107,688 offset with valuation allowance of $107,688. Under ASC 805, Business Combinations On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but not limited to, a corporate tax decrease from 34% to 21% effective for tax years beginning after December 31, 2017, limitation of the business interest deduction, modification of the net operating loss deduction, reduction of the business tax credit for qualified clinical testing expenses for certain drugs for rare diseases or conditions, and acceleration of depreciation for certain assets placed into service after September 27, 2017. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740, Income Taxes We have calculated our best estimate of the impact of the Act in our year end income tax provision in accordance with our understanding of the Act and guidance available as of the date of this filing, and, as a result, have recorded $44,438 as an additional income tax expense offset with $44,438 tax benefit from the change in the valuation allowance in the fourth quarter of 2017, the period in which the legislation was enacted. The adjustments to deferred tax assets and liability are provisional amounts estimated based on information available as of December 31, 2017. We will recognize any changes to the provisional amounts as we refine our estimates of our cumulative temporary differences related to Cempra’s opening balance sheet from the Merger, in accordance with ASC 805. The tax effects of the temporary differences and net operating losses that give rise to significant portions of deferred tax assets are as follows (in thousands): 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 172,481 $ 106,826 Tax credit carryforwards 24,924 7,386 Deferred revenue 3,364 - Fixed assets 593 1,051 Stock compensation expense 2,503 2,406 Intangibles 3,978 1,008 Others 2,151 144 Total deferred tax assets 209,994 118,821 Less valuation allowance (209,994 ) (118,821 ) Net deferred tax assets $ - $ - We have established a full valuation allowance because we do not believe that it is more likely than not that we will generate sufficient taxable income to realize the deferred tax assets and, therefore, not recognize any benefits from the net operating losses, tax credits, and other deferred tax assets. For the year ended December 31, 2017, our valuation allowance decreased by $16,515, excluding the deferred tax asset valuation allowance of $107,688 associated with the Cempra merger. Further adjusted for the decrease of $44,438 related to the Act, our deferred tax asset valuation allowance increased by $27,923 in 2017 compared to an increase of $30,341 in 2016. We have determined that our ability to utilize our previously generated federal net operating losses and federal tax credits would be limited under Sections 382 and 383 of the Internal Revenue Code (“Section 382”). The limitations under Section 382 apply if an ownership change, as defined by Section 382, occurs. Generally, an ownership change occurs when certain shareholders increase their aggregated ownership by more than 50 percentage points over their lowest ownership percentage in a testing period (typically three years). We determined that it will be subject to Section 382 limitations due to previous ownership changes, specifically associated with our recapitalization in 2012. In addition, future changes in stock ownership may trigger additional ownership changes and, consequently, additional Section 382 limitations. As of the fourth quarter of 2017, we have begun performing a Section 382 analysis to determine the Section 382 limitations from previous ownership changes and from the merger. We will adjust our net deferred tax assets and corresponding valuation allowance in the quarter when the analysis is completed, which we expect will be the first quarter of 2018. As of December 31, 2017, we had, on a tax-effected basis, approximately $23,218 in tax credit carryforwards and $149,879 of federal net operating loss carryforwards that are available to offset taxable income in the future. The tax credit carryforwards will begin to expire in 2021. The federal net operating loss carryforwards begin to expire in 2020. State net operating loss carryforwards and tax credit carryforwards, on a tax-effected basis and net of federal tax benefits, are $22,601 and $1,706, respectively. The state net operating loss carryforwards begin to expire in 2020. The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. With few exceptions, the major jurisdictions subject to examination by the relevant taxable authorities, and open tax years, stated as the Company's fiscal years, are as follows: Jurisdiction Open Tax Years U.S. Federal 2014 - 2016 U.S. State 2014 - 2016 ASC 740, Income Taxes As of December 31, 2017, we did not have any unrecognized tax benefits. To the extent penalties and interest would be assessed on any underpayment of income tax, our policy is that such amounts would be accrued and classified as a component of income tax expense in the financial statements. To date, we have not recorded any such interest or penalties. |
State Tax Exchange Credit
State Tax Exchange Credit | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
State Tax Exchange Credit | NOTE 14 – STATE TAX EXCHANGE CREDIT In the state of Connecticut, companies have the opportunity to exchange certain research and development tax credit carryforwards for a cash payment equal to 65% of the research and development tax credit. The research and development expenses that qualify for Connecticut tax credits are limited to those costs incurred within Connecticut. We have elected to participate in the exchange program and, as a result, have recognized net benefits of $105 and $160 for the years ended December 31, 2017 and 2016, respectively. These tax benefits are included in other income (expense), net in the accompanying statements of operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 15 – COMMITMENTS AND CONTINGENCIES Operating Leases We are a lessee under lease agreements, as follows: • a lease for our principal research facility at 300 George Street, New Haven, Connecticut, that expires in August 2021; • a lease for our administrative facility at 300 Tri-State International, Lincolnshire, Illinois, that expires in March 2022; and • three leases for our office facilities at 6320 Quadrangle Drive, Chapel Hill, North Carolina, the last of which expires in March 2021. The terms of the Connecticut lease provide for even rental payments over the life of the lease; the terms of the Illinois and North Carolina leases provide for rental payments on a graduated scale. For the lease in Connecticut and Illinois, we are required to pay a proportionate share of building operating expenses. We recognize rent expense on a straight-line basis over the noncancelable lease term of each lease. Rent expense under operating leases for facilities and equipment was $907 and $690 for the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017, minimum operating lease payments under noncancelable leases (as amended) were as follows: Amounts 2018 $ 1,704 2019 1,450 2020 1,260 2021 770 2022 and thereafter 132 Total future minimum payments * $ 5,316 *Minimum payments have not been reduced by minimum sublease rentals of $387 due in the future under noncancelable subleases In May 2017, we entered into a fleet agreement with Automotive Rentals, Inc. (“ARI”) under which we lease vehicles for certain field-based employees. Under the fleet agreement, each vehicle is leased under a separate agreement for a term of up to four years. In connection with the fleet agreement, in June 2017, we issued to ARI a $200 letter of credit, which auto-renews annually. As of December 31, 2017, we had vehicles under lease with annual minimum lease payments totaling approximately $111. We have determined that these vehicle leases are operating leases under current U. S. GAAP because (i) we have no right to purchase the vehicles at any time, (ii) the future minimum lease payments are less than 90% of the fair value of the vehicles at the time of lease and (iii) our use of the vehicles does not exceed 75% of the vehicles useful lives. Accordingly, we are recognizing the lease payments as expense as incurred. License Agreements with Future Payments We are parties to several license agreements, under which we will be required to make payments based on the achievement of agreed-upon milestones or circumstances. As of December 31, 2017, we were not obligated to make any of the future payments discussed below. Yale University . In December 2001, we entered into an exclusive license agreement with Yale University (“Yale”) under which we obtained an exclusive right to use certain technology related to the high-resolution X-ray crystal structure of a 50S ribosome through the term of Yale’s patent rights on such technology. In return, we issued 61 shares of our common stock. The fair value of the shares of $35 was charged to operations in 2001. In September 2004 and December 2009, the license agreement was amended to include additional 50S ribosome technology and 70S ribosome technology owned by Yale, and we paid Yale license fees of $15 upon each amendment. We use the licensed technology in our ESKAPE pathogen program. We are obligated to certain diligence requirements and have the right to grant sublicenses to third parties, although Yale is entitled to a portion of payments received from the sublicensees. Under the license agreement, we may be required to make payments to Yale of up to $900 upon achieving certain regulatory approval milestones for each of the first three products developed under the license. In accordance with the license agreement, Yale is also entitled to receive percentage royalty payments in the single digits based on net sales, if any, of products using the subject matter of the license. Upon the occurrence of certain events, Yale has the right to terminate the license agreement upon 60 days’ written notice to us, should we fail to make a material payment under the agreement, commit a material breach of the agreement, fail to carry insurance required by the agreement, cease to carry on our business, or become subject to bankruptcy or a similar insolvency event. We have the right to terminate the license agreement upon 90 days’ written notice to Yale. Unless earlier terminated, the agreement will continue in effect until the last of the licensed patents expires. Medical Research Council . In March 2005, we entered into an exclusive license agreement with the Medical Research Council (“MRC”) under which we acquired rights to certain patent applications and other intellectual property related to the high-resolution X-ray crystal structure of a 30S ribosome through the term of the MRC’s patent rights on such technology. Upon entering into the license agreement, we paid the MRC a license fee of $10. We use the licensed technology in our ESKAPE pathogen program. We are obligated to certain diligence requirements and have the right to grant sublicenses to third parties. Under the license agreement, we may be required to pay the MRC an aggregate of $610 upon the achievement of specified development and regulatory approval milestones for a pharmaceutical product and $100 for a diagnostic product. In accordance with the license agreement, the MRC is also entitled to receive percentage royalty payments in the single digits based on net sales, if any, of licensed pharmaceutical and diagnostic products. We and the MRC have the right to terminate the license agreement upon 30 days’ written notice if the other party commits a material breach of the agreement or an insolvency event occurs with respect to the other party, and the MRC may terminate the agreement if we challenge the protection of the licensed patent rights and know-how. Unless earlier terminated, the term of the agreement continues until the expiration of the last to expire claim of the licensed patent rights on a country-by-country basis. Wakunaga Pharmaceutical Co., Ltd . In May 2006, we and Wakunaga executed a license agreement under which we acquired rights to certain patents, patent applications, and other intellectual property related to Baxdela. To date, we have made $9,600 of nonrefundable payments to Wakunaga. Under the license, we have the right to grant sublicenses, although Wakunaga is entitled to a substantial portion of nonroyalty income received from a sublicense of the Wakunaga technology. Pursuant to an amendment of the license agreement in November 2012, and later amended in May 2017, the future payments under the license agreement were adjusted. The license agreement, as amended, provided for potential additional future payments of up to $9,000 to Wakunaga upon the achievement of specified development and regulatory milestones, in addition to potential future sales milestone payments, and tiered royalty payments in the single digits on net sales, if any, of the licensed product. Of the $9,000, we paid Wakunaga $1,590 in March 2017 in connection with our license and collaboration agreement with Menarini (see Note 8) and we owed $6,000 in June 2017 in connection with the FDA approval of Baxdela, of which we paid $4,000 in 2017 and the remaining $2,000 is expected to be paid in June 2018. Wakunaga has certain termination rights, should we fail to perform our obligations under the agreement, we become subject to bankruptcy or similar events, or our business is transferred or sold and the successor requires us to terminate a substantial part of our development activities under the agreement. We have the right to terminate the license for cause upon six months’ written notice to Wakunaga. Unless earlier terminated, the license agreement will continue in effect on a country-by-country and product‑by‑product basis until we is no longer required to pay any royalties, which is the later of the date the manufacture, use or sale of a licensed product in a country is no longer covered by a valid patent claim, or a specified number of years following the first commercial sale in such country. CyDex Pharmaceuticals, Inc . In November 2010, we entered into a license and supply agreement with CyDex Pharmaceuticals, Inc. (now a wholly-owned subsidiary of Ligand Pharmaceuticals Incorporated, both hereafter referred to as Ligand) under which we obtained an exclusive right, under certain patents and patent applications, to use Ligand’s beta sulfobutyl cyclodextrin, Captisol, in our development and commercialization of a Baxdela product. In addition, under the terms of the license agreement, we obtained a nonexclusive license to Ligand’s Captisol data package. Upon entering into the license agreement, we made a nonrefundable payment of $300 to Ligand. In January 2011, May 2013, October 2016 and July 2017, we made milestone payments to Ligand under the agreement of $150, $500, $1,500 and $1,500, respectively. We are obligated to certain diligence requirements and have the right to grant sublicenses to third parties. The license agreement provides for payments of up to $600 to Ligand upon the achievement of future development and commercial milestones, and obligations to make percentage royalty payments in the single digits based on net sales, if any, of the licensed product. Additionally, we have agreed to purchase our requirements of Captisol from Ligand for use in a Baxdela product, with pricing established pursuant to a tiered pricing schedule. Ligand has certain rights to terminate the agreement following a cure period, should we fail to perform our obligations under the agreement. In addition, Ligand may terminate the agreement immediately if we fail to pay milestones or royalties due under the agreement or if we becomes subject to bankruptcy or similar events. We have the right to terminate the license upon 90 days’ written notice to Ligand. Unless earlier terminated, the agreement will continue in effect until the expiration of our obligation to pay royalties. Such obligation expires, on a country-by-country basis, over a specified number of years following the expiration date of the last valid claim of a licensed product in the country of sale; if there has never been a valid claim of a licensed product in the country of sale, then such number of years after the first sale of the licensed product in such country. Radezolid . In December 2014, we entered into a license agreement with a contract research organization (“CRO”) for the development and commercialization of Radezolid in topical formulations for a variety of dermatological indications. Melinta retains the option to co-develop or fully regain rights to Radezolid upon completion of specific development milestones. In March 2016 and February 2017, we paid milestones totaling $900 and $450, respectively, to the CRO under this license agreement, which was recorded as an expense when paid. In addition, in 2017 we agreed to reimburse the CRO up to $250 of certain development expenses, of which we accrued $117 in the fourth quarter of 2017. Commitments Assumed in the Merger with Cempra, Inc. Optimer Pharmaceuticals, Inc. (now owned by Merck). In March 2006, Cempra entered into a Collaborative Research and Development and License Agreement with Optimer, a biotechnology company focused on discovering, developing and commercializing innovative anti-infective products. Under this agreement, we obtained access to a library of over 500 macrolide compounds, including solithromycin. Optimer was acquired by Cubist in October 2013, which in turn was acquired by Merck in 2015. Optimer granted us an exclusive license to these compounds in all countries of the world except the member-nations of the Association of Southeast Asian Nations (“ASEAN”)—which are Brunei Darussalam, Cambodia, Indonesia, Laos, Malaysia, Myanmar (Burma), the Philippines, Singapore, Thailand and Vietnam—with the right to sublicense, under Optimer’s patents and know-how related to certain macrolide and ketolide antibiotics and related proprietary technology. The exclusivity of our license is potentially subject to the U.S. government’s right to obtain a non-exclusive, irrevocable, royalty-free, paid-up right to practice and have practiced certain patents worldwide. As partial consideration for granting us such license, we issued shares of our common stock to Optimer. We also have an obligation to make additional payments upon achievement of specified development, regulatory and commercialization milestones. The aggregate amount of such milestone payments we may need to pay is based in part on the number of products developed under the agreement. The aggregate amount would be $27.5 million if four products are developed and gain FDA approval. Additional limited milestone payments would be due if we develop more than four products. In July 2010 and July 2012, Cempra made $0.5 million and $1.0 million milestone payments, respectively to Optimer after our successful completion of the Phase 1 and Phase 2 trials for oral solithromycin, respectively. If we decide to pursue further development of solithromycin, we will owe a milestone payment of $9.5 million upon FDA approval of solithromycin. We are also obligated to make tiered, mid-single-digit royalty payments to Optimer based on annual net sales of licensed products outside the ASEAN countries, which royalties are subject to reduction in the event additional licenses are obtained from third parties in order to practice our rights under the agreement and/or we are required to grant a compulsory license to a third party. The agreement also includes the grant of an exclusive license to Optimer and its affiliates, with rights of sublicense, under our patents and other intellectual property in any products covered by the agreement to permit Optimer to develop and/or commercialize such products in ASEAN countries. In consideration of such license, Optimer will pay us $1.0 million in milestone payments for the first two products that receive regulatory approval or have a first commercial sale in any ASEAN country, as well as tiered, mid-single-digit royalty payments based on net sales of such products, which royalties are subject to reduction in the event additional licenses are obtained from third parties in order to practice Optimer’s rights under the agreement and/or Optimer is required to grant a compulsory license to a third party. The agreement also included a collaborative research program, to be performed by the parties, which was completed on March 31, 2008. Subject to certain exceptions, on a country-by-country and product-by-product basis, a party’s rights and obligations under the agreement continue until the later of: (i) the expiration of the last to expire patent rights of a covered product in the applicable country or (ii) ten years from the first commercial sale of a covered product in the applicable country. As a result, the final expiration date of the Optimer license is indeterminable until the last such patents issue and results of potential patent extensions are known, or each of the first commercial sales are made, as applicable. Upon expiration of the agreement with respect to a particular product and country, the licenses granted in the agreement with respect to such product and country will remain in effect and convert to a perpetual, unrestricted, fully-paid, royalty-free, worldwide license. Either party may terminate the agreement (i) in the event of a material breach by the other party, subject to prior notice and the opportunity to cure, (ii) in the event the other party fails to use diligent efforts to develop and commercialize products in its respective territory, or if the other party makes a determination not to develop and commercialize at least one product under the agreement, or (iii) in the event of the other party’s bankruptcy. In the case of these terminations, the terminating party can elect that all licenses granted by the other party survive, subject to continuing royalty, payment and other obligations. Additionally, either party may terminate the agreement for any reason upon 30 days’ prior written notice, in which case the non-terminating party can elect that all licenses granted by the other party survive, subject to continuing royalty, payment, and other obligations. The Scripps Research Institute . Effective June 12, 2012, Cempra entered into a license agreement with The Scripps Research Institute (“TSRI”), whereby TSRI licensed rights to us, 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-catalyzed ligation of azides and acetylenes. The rights licensed to us 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 ASEAN, which are not included in the territory of the license. Under the terms of the agreement with TSRI, Cempra 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. Our rights under the agreement are subject to certain customary rights of the U.S. government that arise or result from TSRI’s receipt of research support from the U.S. government. Cempra was 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). (The annual maintenance fees will continue after the merger.) 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, we 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, we are also required to pay additional fees on royalties, sublicensing and milestone payments if we, an affiliate with TSRI, or a sublicensee challenges the validity or enforceability of any of the patents licensed under the agreement. Such increased payments would be required until all patent claims subject to challenge are invalidated in the particular country where such challenge was mounted. The term of the license agreement (and the period during which we must pay royalties to TSRI in a particular country for a particular product) will end, on a country-by-country and product-by-product basis, at such time as no patent rights licensed from TSRI cover a particular product in the particular country. TSRI may terminate the agreement in the event (i) we fail to cure any non-payment or default on our indemnity or insurance obligations, (ii) we declare insolvency or bankruptcy, (iii) if we are convicted of a felony relating to the development, manufacture, use, marketing, distribution or sale of any products licensed under the agreement, (iv) we fail to cure any underreporting or underpayment by a certain amount in any 12-month period, or (v) we fail to cure any default on any other obligation under the agreement. We may terminate the agreement with or without cause upon written notice. In the event of such termination, (i) all licenses granted to us will terminate except in the case of any sublicensee that was not the cause of the termination, is not in default on its obligations under its sublicense, and that pays any unpaid amounts owed by us under the agreement with respect to the sublicense, and (ii) we may complete any work in progress and sell any completed inventory on hand for a period of time after termination. BARDA . In May 2013, Cempra entered into an agreement with the BARDA for the evaluation and development of solithromycin for the treatment of bacterial infections in pediatric populations and infections caused by bioterror threat pathogens, specifically anthrax and tularemia. The agreement is a cost plus fixed fee development contract, with a base performance segment valued at approximately $18.7 million, and four optional work segments that BARDA may request in its sole discretion. If all four option segments are requested, the cumulative value of the agreement would be approximately $68.2 million and the estimated period of performance would be until approximately May 2018. Three of the options are cost plus fixed fee arrangements, and one option is a cost sharing arrangement for which we are responsible for a designated portion of the costs associated with that work segment. The period of performance for the base performance segment was May 2013 through February 2016. BARDA exercised the second option in November 2014. The value of the second option work segment is approximately $16.0 million and the period of performance was November 2014 through April 2017. In February 2016, BARDA exercised the third option work segment of the agreement, which is intended to fund a Phase 2/3 study of intravenous, oral capsule and oral suspension formulations of solithromycin in pediatric patients from two months old to 17 years with CABP. This option is a cost sharing arrangement under which BARDA will contribute $25.5 million and we will be responsible for an additional designated portion of the costs associated with the work segment. In September 2016, the contract was modified to increase the third option work segment by $8.0 million for increased manufacturing work related to the development of a second supply source for solithromycin. The amendment raises the value of the third option work segment to approximately $33.5 million. The estimated period of performance of this option work segment runs through May 2018. Toyama Chemical Co., Ltd . Under our agreement with Optimer, we have global rights (other than ASEAN countries) to solithromycin. In May 2013, Cempra entered into a license agreement with Toyama whereby it licensed to Toyama the exclusive right, with the right to sublicense, to make, use and sell any product in Japan that incorporates solithromycin as its sole 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 has granted us 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. Toyama has successfully completed a Phase 1 trial in healthy Japanese volunteers, a Phase 1 trial to measure solithromycin levels in the upper respiratory tract, and a Phase 2 trial in CABP. In December 2016, Toyama initiated Phase 3 trials in patients infected with CABP and other respiratory infections. Toyama and we are sharing the results of our respective development activities. As consideration for the execution of the license agreement, Toyama paid us an upfront payment of $10.0 million. Toyama is also obligated to pay us up to an aggregate of $60.0 million in milestone payments, depending on the achievement of various regulatory, patent, development and commercial milestones. The first of these milestones was achieved in the third quarter of 2014 for which Cempra received a payment of $10.0 million from Toyama. In March 2015, Cempra recognized a $10.0 million milestone from Toyama based on the Japan Patent Office issuing a Decision of Allowance for our patent covering certain crystal forms of solithromycin in Japan, which payment was received in April 2015. In October 2016, Cempra received a $10.0 million milestone payment when Toyama decided to progress to Phase 3 studies. Under the terms of the license agreement, Toyama must also pay us a royalty equal to a low-to-high first double decimal digit percentage of net sales, subject to downward adjustment in certain circumstances. The term of the license agreement (and the period during which Toyama must pay royalties under the license agreement) will end, on a product-by-product basis, at the later of: (i) such time as no patent rights under the agreement cover a particular licensed product in Japan; (ii) 15 years after such product is first launched in Japan, or (iii) the first commercial sale in Japan by a third party of a generic equivalent of such licensed product. Toyama may terminate the license agreement (i) at any time, with or without cause, upon advance notice to us, (ii) upon the occurrence of any serious adverse effect in any human clinical trial of any licensed product that would significantly impact the long term commercial viability of a licensed product in Japan, or (iii) upon our failure to obtain the issuance of certain patents or file for U.S. regulatory approvals by certain dates, or to continue certain key clinical trials. We may terminate the license agreement if Toyama or any of its sublicensees is convicted of a felony relating to the development, manufacture, use, marketing, distribution or sale of a licensed product, or upon Toyama’s failure to (i) initiate certain clinical trials in Japan by certain dates, (ii) obtain regulatory approval in Japan within a certain period of completing certain clinical trials in Japan, (iii) launch and commercialize approved licensed products in Japan within a certain period of approval, (iv) use commercially reasonable efforts to market and sell licensed products, or (v) achieve expected benchmarks for net sales of licensed products. Either party may terminate the license agreement due to the other party’s insolvency or for uncured material breach. As part of the license agreement, Toyama and Cempra also entered into a supply agreement, whereby we 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 clinical trials in Japan. Pursuant to the supply agreement, Toyama will pay us 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 our costs. All API for solithromycin supplied by us to Toyama for use in the manufacture of finished product for commercial sale in Japan will be ordered from us at fixed prices determined by our agreement, which currently exceeds our expected cost to supply such API. Accordingly, we recorded $5,330 as part of the Cempra merger fair value adjustments upon assuming this agreement. The supply agreement will continue until the expiration or termination of the license agreement. Either party may terminate the supply agreement for an uncured material breach or in the event of insolvency of the other party, with Toyama’s right to terminate for our breach subject to certain further conditions in the case of our failure to supply API for solithromycin or clinical supply. FUJIFILM Finechemicals Co., Ltd . In January 2016, Cempra entered into a supply agreement with FUJIFILM Finechemicals Co., Ltd. (“FFFC”), which is intended to provide us with solithromycin in sufficient quantities and at reasonable prices to ensure we meet our obligation to Toyama under the supply agreement. We may be subject to a minimum purchase obligation for a designated number of years in the event of the successful completion of a manufacturing facility to be built and validation studies to be conducted by FFFC that could run to $80.0 million in the aggregate, which expense would be reduced by any supply sold to Toyama. The agreement’s initial term runs until December 16, 2025. After the end of the initial term, and at the end of each year thereafter, the term will automatically extend for an additional year unless either party gives written notice to the other of its intent to terminate within a designated period of time prior to the expiration of the term, in which case the agreement will terminate at the end of such term. The parties may at any time terminate the agreement by mutual written consent. Each party has the right to terminate the agreement immediately if there is a product failure, the other party becomes involved in bankruptcy, insolvency or similar proceedings or materially breaches the agreement and such breach remains uncured for a period of time following notice of the breach. A violation by us of the minimum purchase obligation is considered a material breach. We have the right to terminate the agreement upon written notice if there is a supply failure. We also may terminate in the event that FFFC cannot provide us with solithromycin for more than a designated period of time. Upon termination, any unfulfilled binding portion of the forecast must be delivered by FFFC and paid for by us. We also may elect to purchase the remaining inventory of FFFC’s solithromycin and any remaining raw materials. If FFFC terminates the agreement for a material breach by us and, prior to such termination, (i) FFFC has constructed a facility in Japan for the primary purpose of manufacturing API for us under the agreement and (ii) such facility is completed and fully operational and qualified for the manufacture of API for delivery thereunder, then, except to the extent otherwise agreed to by the parties, we may be subject to declining penalties that could aggregate as much as $17.5 million. All payments made under these license agreements have been expensed as research and development expenses in our statements of operations. Contingencies As discussed in Notre 3, on November 3, 2017, Melinta merged with Cempra, Inc. in a business combination. Prior to the merger, o n November 4, 2016, a securities class action lawsuit was commenced in the United States District Court, Middle District of North Carolina, Durham Division, naming Cempra, Inc. (now known as Melinta Therapeutics, Inc.) (for purposes of this Contingencies section, “Cempra”) and certain of Cempra’s officers as defendants. Two substantially similar lawsuits were filed in the United States District Court, Middle District of North Carolina on November 22, 2016 and December 30, 2016, respectively. Pursuant to the Private Securities Litigation Reform Act, on July 6, 2017, the court consolidated the three lawsuits into a single action and appointed a lead plaintiff and co-lead counsel in the consolidated case. On August 16, 2017, the plaintiff filed a consolidated amended complaint. Plaintiff alleges violations of the Securities Exchange Act of 1934 (the “Exchange Act”) in connection with allegedly false and misleading statements made by the defendants between July 7, 2015 and November 4, 2016 (the “Class Period”). Plai |
Benefit Plan
Benefit Plan | 12 Months Ended |
Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Benefit Plan | NOTE 16 – BENEFIT PLAN We have a 401(k) Plan in which all of our employees are eligible to participate. Each year, we may, but are not required to, make matching contributions to the 401(k) Plan. For the years ended December 31, 2017 and 2016, we made matching contributions to the 401(k) Plan of $475 and $306, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 17 – RELATED PARTY TRANSACTIONS We use various software tools in the research and development discovery process. These tools are licensed at market rates from a company owned by Dr. William Jorgensen. Dr. Jorgensen is a founder of the Company and is the spouse of our Chief Scientific Officer. Total fees paid to Dr. Jorgensen’s company were $40 and $43 for the years ended December 31, 2017 and 2016, respectively. Dr. Thomas Koestler was our non-executive Chairman of the Board prior to the merger with Cempra and is engaged by our largest investor. Dr. Koestler received compensation for his role in the amount of $126 and $150 for the years ended December 31, 2017 and 2016, respectively. In addition, during the year ended December 31, 2015, we granted options (stated in post-merger quantities and prices) to purchase 18,207 shares with an exercise price of $38.00; and, during the year ended December 31, 2017, granted additional options to purchase 1,669 shares with an exercise price of $20.97. In 2017, we recorded $151 share-based compensation related to these options, including expense driven by grant modifications discussed in Note 12. Dr. Koestler stepped down as Chairman of the Board in November 2017, in conjunction with the merger with Cempra, but remains on our board as a director. In August 2015, we entered into a supply and distribution agreement with Malin Life Sciences Holdings Limited (“Malin”), an investor of the Company. Pursuant to the terms and conditions of the supply and distribution agreement, Malin or its affiliates are entitled to exclusive rights to obtain product approval, procure supply from us and to commercialize Baxdela in Africa and the Middle East. In connection with the supply and distribution agreement, we are entitled to receive a royalty percentage of net sales of Baxdela. No upfront payments were received or paid in connection with this agreement. In 2016 and 2017, we issued Convertible Promissory Notes to certain of our investors, none of which are outstanding as of December 31, 2017. See Note 5 for discussion of these notes. |
Selected Quarterly Data (Unaudi
Selected Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Data (Unaudited) | NOTE Quarter Ended March 31, June 30, September 30, December 31, 2017 2017 2017 2017 Revenue $ 22,463 $ 3,979 $ 3,191 $ 4,231 Operating expenses Research and development 12,917 14,075 10,884 11,599 Selling, general and administrative 7,973 7,699 10,304 37,349 Loss from operations 1,573 (17,795 ) (17,997 ) (44,717 ) Total Other (Income) Expense, net 1,647 2,631 1,639 (25,937 ) Net loss $ (74 ) $ (20,426 ) $ (19,636 ) $ (18,780 ) Accretion of preferred dividends (5,720 ) (5,721 ) (5,720 ) (2,098 ) Net loss available to shareholders $ (5,794 ) $ (26,147 ) $ (25,356 ) $ (20,878 ) Net loss per share - basic and diluted $ (208.16 ) $ (884.09 ) $ (857.35 ) $ (1.48 ) Weighted average shares used in calculating basic and diluted net loss per share 27,835 29,575 29,575 14,104,689 Quarter Ended March 31, June 30, September 30, December 31, 2016 2016 2016 2016 Revenue $ - $ - $ - $ - Operating expenses Research and development 13,754 9,847 9,888 16,302 Selling, general and administrative 5,759 4,951 4,114 4,586 Loss from operations (19,513 ) (14,798 ) (14,002 ) (20,888 ) Total Other (Income) Expense, net 1,802 771 664 1,494 Net loss $ (21,315 ) $ (15,569 ) $ (14,666 ) $ (22,382 ) Accretion of preferred dividends (5,116 ) (5,332 ) (5,335 ) (5,334 ) Net loss available to shareholders $ (26,431 ) $ (20,901 ) $ (20,001 ) $ (27,716 ) Net loss per share - basic and diluted $ (1,150.42 ) $ (909.85 ) $ (870.67 ) $ (1,186.17 ) Weighted average shares used in calculating basic and diluted net loss per share 22,975 22,972 22,972 23,366 |
Acquisition of the Infectious D
Acquisition of the Infectious Disease Business of Medicines | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition of the Infectious Disease Business of Medicines | NOTE 19 – ACQUISITION OF THE INFECTIOUS DISEASE BUSINESS OF MEDICINES On November 28, 2017, Melinta entered into a Purchase Agreement with Medicines under which we acquired a group of antibiotic drug businesses of Medicines and certain other assets known, collectively, as the IDB. The acquisition was approved by the shareholders of Melinta at a special meeting held on December 27, 2017, and the acquisition closed on January 5, 2018. We incurred $2.6 million of expenses for the year ended December 31, 2017, related to legal and other services in connection with the IDB acquisition. Pursuant to the terms of the Purchase Agreement, we acquired the capital stock of certain subsidiaries of Medicines and three antibiotic products and line extensions thereof (Vabomere, Minocin and Orbactiv) (the “Products”). The purchase price consisted of (i) a payment of $165.0 million in cash and the issuance to Medicines of 3,313,702 shares of Melinta common stock, which was calculated by dividing The purchase price for the acquisition of IDB is as follows: • Cash of $165,000; • Common stock of $54,510; • The present value of two payments of $25,000 each due in January and July 2019; and • The present value of contingent milestone payments due upon the occurrence of certain sales-based milestones. We are currently completing our analysis of the present values of the milestone payments, considering the probability and timing of the various milestones. We expect to complete our analysis in the first quarter of 2018. The purchase price allocation will be based on the fair values of assets, including identifiable intangible assets acquired, and the fair values of liabilities assumed as of January 5, 2018. We are currently in the process of completing a valuation of significant identifiable intangible assets acquired and intangible liabilities assumed and determining the fair values of other assets and liabilities. We have excluded the ASC 805, Business Combinations Medicines agreed to provide certain transition services to us to facilitate the transition of the supply, sale and distribution of the Products in exchange for agreed upon compensation. We expect these transition services will be completed by the third quarter of 2018. In connection with the acquisition of the IDB, we entered into a new financing agreement, the Senior Secured Credit Facility (the “Credit Facility”) with an affiliate of Deerfield Management Company, L.P. (together with certain funds managed by Deerfield Management Company, L.P., (“Deerfield”)). The Credit Facility provides up to $240,000 in debt and equity financing, with a term of six years. Deerfield made an initial disbursement of $147,774 in loan financing. Deerfield also purchased 3,127,846 shares of Melinta common stock for $42,226 under the Credit Facility, for a total initial financing of $190,000. The interest rate on the debt portion of this initial financing is 11.75%. The additional $50,000 of debt financing is available after we have achieved certain revenue thresholds, and, if drawn, will bear an interest rate of 14.75%. Pursuant to the Credit Facility, Deerfield also acquired warrants (held by certain funds managed by Deerfield) for the purchase of 3,792,868 shares of Melinta common stock at a purchase price per share of $16.50, which represents 110% of the closing price for the Common Stock on November 28, 2017. Under the terms of the Credit Facility, we are able to secure a revolver credit line of up to $20,000. Deerfield holds a first lien on all of our assets, including our intellectual property, but would hold a second lien behind a revolver for working capital accounts. The Credit Facility allows for prepayment beginning in January 2021, with prepayment penalties equal to 2% plus a percentage of annual interest at the time of prepayment ranging between 25% and 75%. Also in connection with the acquisition of IDB, Melinta received $40,000 in additional equity financing from existing and new investors. The proceeds of these arrangements were used primarily to fund the acquisition and retire the 2017 Loan Agreement. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 20 –NET LOSS PER SHARE Basic net loss attributable to common shareholders per share is computed by dividing the net loss attributable to common shareholders by the weighted-average number of common shares outstanding for the period. During periods where we might earn net income, we would allocate to participating securities a proportional share of net income determined by dividing total weighted-average participating securities by the sum of the total weighted-average common shares and participating securities (the “two-class method”). Our preferred stock participates in any dividends declared by us and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods where we incurred net losses, we allocate no loss to participating securities because they have no contractual obligation to share in our losses. We computed diluted loss per common share after giving consideration to the dilutive effect of stock options and warrants that are outstanding during the period, except where such nonparticipating securities would be antidilutive. Because we have reported net losses for the years ended December 31, 2017, 2016 and 2015, diluted net loss per common share is the same as basic net loss per common share for those periods. The weighted-average shares outstanding, reported loss per share and potential dilutive common share equivalents for the periods prior to November 3, 2017, the date of the Cempra merger, have been retrospectively adjusted to reflect historical weighted-average number of common shares outstanding multiplied by the exchange ratio established in the merger agreement. The following potentially dilutive securities (in common stock equivalent shares) have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: December 31, 2017 2016 2015 Options to purchase common stock 2,061,059 600,035 499,550 Preferred stock warrants - 31,655 31,655 Unvested restricted stock 320,661 - - Common stock warrants 59,566 47 47 Convertible preferred stock - 5,830,145 5,531,479 2,441,286 6,461,882 6,062,731 |
Severance
Severance | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring And Related Activities [Abstract] | |
Severance | NOTE 21 – SEVERANCE In connection with the merger with Cempra, we recognized severance-related costs of $6,108 in the fourth quarter of 2017 (including accretion expense for the long-term portion of the costs, which was not material) under ASC 712, Compensation — Nonretirement Postemployment Benefits Compensation—Retirement Benefits Most of the affected employees were notified that they would be terminated in connection with the change-in-control event in advance of the merger, and the Company recognized the associated severance costs when the liability became probable, which was after the merger closed. The postemployment benefits for the individuals include continued salary and benefits for a period of time determined by historical length of service to, and role with, the Company (up to six months for non-executives, 18 months for executives, and 24 months for the CEO), outplacement services and contractual or prorated bonuses. Prior to the announced terminations in the fourth quarter, Melinta recognized $275 of accrued bonuses recorded earlier in the year that will be paid out to the terminated employees as additional severance payments. Melinta also assumed an existing pre-merger liability recorded by Cempra for a prior termination unrelated to the merger with Melinta, plus year-to-date 2017 bonus accruals related to certain Cempra employees terminated after the merger that will be paid out as additional severance, both liabilities totaling $769. Cash payments of $431 were made in the fourth quarter of 2017 for all pre- and post-merger terminated employees. As of December 31, 2017, a total of $6,721 (net of $248 net present value discount) was included in accrued expenses or long-term liabilities, depending on the timing of the payments. Of that total, we expect to pay $5,503 in 2018 and $1,466 in 2019. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation — The accompanying consolidated financial statements include the accounts and results of operations of Melinta 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. We combined two captions within Interest and other Income, Net from the prior years’ consolidated financial statements to conform to the 2017 presentation—“State tax exchange credit” and ‘Foreign exchange loss” are classified as “Other Income” on the Consolidated Statements of Operations. |
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 and Cash Equivalents | Cash and Cash Equivalents — We consider all highly liquid investments with original maturities of three months or less at time of purchase to be cash equivalents. We invest excess cash primarily in money market funds. |
Restricted Cash | Restricted Cash — In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-18, Restricted Cash , which clarifies guidance on the classification and presentation of restricted cash in the statement of cash flows. The ASU states that an entity (1) should include amounts deemed to be restricted cash in its cash and cash-equivalent balances in the statement of cash flows; (2) should present a reconciliation between the statement of financial position and statement of cash flows when the statement of financial position includes more than one line item for cash or cash equivalents; (3) must not present changes in restricted cash that result from transfers between unrestricted and restricted cash as cash flow activities in the statement of cash flows; and (4) must disclose information about material amounts of restricted cash. ASU 2016-18 is effective for public entities for fiscal years beginning after December 15, 2017, including interim periods, but allows for early adoption. We adopted this guidance retrospectively as of January 1, 2017. Prior to 2017, we did not have any restricted cash balances. Accordingly, there was no retrospective impact from the adoption of this standard. See Note 4 for further details. |
Concentration of Credit Risk | Concentration of Credit Risk —Concentration of credit risk exists with respect to cash and cash equivalents. We maintain our cash and cash equivalents with federally insured financial institutions, and at times, the amounts may exceed the federally insured deposit limits. To date, we have not experienced any losses on our deposits of cash and cash equivalents. Management believes that we are not exposed to significant credit risk due to the financial position of the depository institutions in which deposits are held. |
Receivables | Receivables —Receivables consist primarily of amounts billed and amounts earned but unbilled under our licensing agreements and, as of November 3, 2017, our 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 our vendors are received. Unbilled receivables are also recorded based upon work estimated to be complete for which we have not received vendor invoices. We carry our accounts receivable at cost less an allowance for doubtful accounts. On a periodic basis, we evaluate our accounts receivable for collectability. We have not recorded an allowance for doubtful accounts as management believes all receivables are fully collectible. |
Inventory | Inventory —Inventory is stated at the lower of cost or estimated net realizable value. Inventory is valued on a first-in, first-out basis and consists primarily of third-party manufacturing costs, overhead and related transportation costs. We capitalize inventory upon regulatory approval when, based on management’s judgment, future commercialization is considered probable and the future economic benefit is expected to be realized; otherwise, such costs are expensed. We review inventories on hand at least quarterly and records provisions for estimated excess, slow-moving and obsolete inventory, as well as inventory with a carrying value in excess of net realizable value. As of December 31, 2017, we had recorded no reserves for our inventory. As of December 31, 2017, inventory on our balance sheet represented the cost of certain raw material, work-in-process and finish goods inventory that we incurred after the FDA approval of Baxdela on June 19, 2017. At December 31, 2017, we had incurred other costs for manufacturing this inventory; however, such costs were incurred prior to the FDA approval of Baxdela and, therefore, were recognized as research and development expense in earlier periods. Consequently, profit margins reported from the initial sales of Baxdela will not be representative of margins we expect to achieve after the first commercial batches of inventory are consumed. Costs of drug product to be consumed in any current or future clinical trials will continue to be recognized as research and development expense. |
Intangible Assets | Intangible Assets— Our intangible assets consisted of intellectual property rights acquired for currently approved products (“amortized intangibles”). All of our intangible assets were recorded in connection with post-approval milestones payable under our license agreements. We amortize these intangible assets over their estimated useful lives, which correlates with the period of time over which the intangible assets are estimated to contribute to future cash flows. We amortize finite-lived intangible assets using the straight-line method. We will recognize amortization for our intangible assets over a period of approximately 10 years, commencing with the launch of Baxdela in 2018. For each of the years ending December 31, 2018 through December 31, 2022, we expect to recognize amortization expense of $789, with approximately $3,555 to be recognized thereafter. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments —The carrying amounts of our financial instruments, which include cash and cash equivalents, tax credit and other receivables, accounts payable, accrued expenses, notes payable, and preferred stock warrants, approximated their fair values at December 31, 2017 and 2016. |
Debt Issuance Costs | Debt Issuance Costs —Debt issuance costs represent legal and other direct costs incurred in connection with our notes payable. These costs were either recorded as debt issuance costs in the balance sheets at the time they were incurred, or as a contra-liability included in the notes payable line item, and amortized as a non-cash component of interest expense using the effective interest method over the term of the note payable, or they are accreted over the estimated term of the underlying debt. |
Property and Equipment | Property and Equipment —Property and equipment are recorded at cost less accumulated depreciation and are depreciated using the straight-line method over their estimated useful lives. Leasehold improvements are amortized over the shorter of their useful lives or the remaining term of the lease. Major improvements are capitalized, while repair and maintenance costs, which do not improve or extend the useful lives of the respective assets, are expensed as incurred. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the balance sheets and any resulting gain or loss is credited or charged to income. Depreciation periods for our property and equipment are as follows: Type Period Laboratory equipment 5 years Furniture and fixtures 5 years Office equipment 3 years Leasehold improvements Shorter of useful life or lease life Purchased software 3 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets — Long-lived assets consist primarily of property and equipment of $1,596 and intangible assets of $7,500 related to certain milestone payments to certain licensee partners associated with the approval of Baxdela. See Note 8 for further information. These definite-lived intangible assets are amortized to cost of goods sold over the remaining exclusivity period of Baxdela which, at December 31, 2017, is slightly less than 10 years. Our definite lived intangible assets are amortized over a straight-line basis as it approximates the best estimate of the use pattern of the assets. We will record impairment losses on long-lived assets used in operations when events and circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. We have not recorded any significant impairment charges to date with respect to our long-lived assets. |
Revenue Recognition | Revenue Recognition — We recognize revenue under Accounting Standards Codification (“ASC”) 605, Revenue Recognition . Our revenue arrangements consist of licensing and collaboration revenue related to non-refundable upfront fees, reimbursement of research and development expenses, milestone payments and royalties on future product sales by the licensee. 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 Milestone payments a See Note 8 for discussion related to deferred revenues of $10,008 recognized under our licensing agreement signed in 2017. In May 2014, the FASB issued ASU 2014-09, Revenue From Contracts With Customers (Topic 606) We will adopt this standard in the first quarter of the year ending December 31, 2018 using the modified retrospective method. Under this method, we will recognize the cumulative effect of adoption as an adjustment to retained earnings at the date of the initial application (i.e., January 1, 2018). We have elected to apply the new standard to contracts with customers that are not completed as of the date of initial application. Topic 606 (as amended by ASU 2016-12) defines a completed contract as “a contract for which the entity has transferred all of the goods or services identified in accordance with revenue guidance that is in effect before the date of initial application.” For the three years in the period ended December 31, 2017, substantially all of our revenue was related to licensing and contract research arrangements related to our Baxdela product. We continue to evaluate whether the standard will impact the timing of revenue recognition from these arrangements. To date, we (1) have performed an initial assessment of our revenue streams; (2) have completed an inventory of all contracts which will be outstanding as of January 1, 2018; and (3) are in the process of applying the five-step model to those revenue streams and contracts to evaluate the quantitative and qualitative impacts the new standard will have on our business and reported revenues. During the three year period ended December 31, 2017, we did not recognize any revenue from product sales. All of our product revenue from Baxdela and the acquired products will be recognized under the new standard. We will provide expanded footnote disclosure related to revenue recognition consistent with ASU 2014-09 in our Quarterly Report on Form 10-Q for the period ending March 31, 2018. |
Research and Development Costs | Research and Development Costs —Research and development costs are expensed as incurred and primarily include: • employee-related expenses, which include salaries, benefits, travel and share-based compensation expense; • fees paid to consultants and clinical research organizations (“CROs”) in connection with our pre-clinical and clinical trials, and other related clinical trial costs, such as for investigator grants, patient screening, laboratory work and statistical compilation and analysis; • costs related to acquiring and manufacturing clinical trial materials and costs for developing additional manufacturing sources for and the manufacture of pre-approval inventory of our drugs under development; • costs related to compliance with regulatory requirements; • consulting fees paid to third parties related to non-clinical research and development; • research and laboratory supplies and facility costs; and • license, research and milestone payments related to licensed technologies while the related drug is in development. |
Patent Costs | Patent Costs — All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed to selling, general and administrative expenses as incurred, as recoverability of such expenses is uncertain. |
Stock-Based Compensation | Stock-Based Compensation — We account for share-based compensation following the provisions of ASC 718. We recognize stock-based compensation expense on a straight-line basis over the requisite service period of the individual grants, which is generally the vesting period, based on the estimated grant-date fair values. Stock options granted to employees typically vest over four years from the grant date and expire after 10 years. Stock options granted to non-employees are subject to periodic revaluation over their vesting terms. As a result, the charge to operations for non-employee options with vesting is affected each reporting period by changes in the fair value of the stock options. We have three active stock-based compensation plans, known as the sixth Amended and Restated 2006 Stock Plan (the “2006 Plan”), the 2011 Equity Incentive Plan (the “2011 Incentive Plan”) and the Melinta 2011 Equity Incentive Plan (the “Melinta 2011 Plan”). Under these plans, restricted stock, stock options and other stock-related awards may be granted to our directors, officers, employees and consultants. Stock options are granted at exercise prices not less than the estimated or actual fair market value of our common stock at the date of grant. We utilize the Black-Scholes option-pricing model for determining the estimated fair value of awards. Key inputs and assumptions include the expected term of the option, stock price volatility, risk-free interest rate, dividend yield, estimated fair value of our common stock, and exercise price. Many of the assumptions require significant judgment and any changes could have a material impact in the determination of stock-based compensation expense. We do not estimate forfeitures when recognizing compensation expense; instead, we recognize forfeitures as they occur. |
Comprehensive Loss | Comprehensive Loss —Comprehensive loss is equal to net loss as presented in the accompanying statements of operations. |
Preferred Stock Warrants | Preferred Stock Warrants —In connection with a loan and security agreement (“2014 Loan Agreement”) entered into during 2014, we issued preferred stock warrants. Prior to the merger with Cempra in November 2017, we accounted for the freestanding warrants to purchase shares of convertible preferred stock at fair value as liabilities in the balance sheet, as such warrants provided the holders with “down-round” protection, could be settled on a net basis, and were related to convertible preferred stock classified outside of shareholders’ equity (deficit). The preferred stock warrants were subject to remeasurement using a Black-Scholes option-pricing model at each respective balance sheet date, with changes in the fair value recorded as other income or expense in the statements of operations. The preferred stock warrants were converted into warrants to purchase Melinta common stock in conjunction with the merger with Cempra on November 3, 2017, at which time the carrying value of the warrants was reclassified to additional paid-in capital within shareholders’ equity (deficit). |
Income Taxes | Income Taxes — We utilize the asset and liability method of accounting for income taxes, as set forth in ASC 740, Income Taxes . Under this method, deferred tax assets and liabilities are recognized based on the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized. We have recorded a full valuation allowance against deferred tax assets at each balance sheet date presented. Based on the available evidence, we do not believe that it is more likely than not that it will be able to utilize our deferred tax assets in the future. In accordance with the provisions of ASC 740, we would accrue for the estimated amount of taxes for uncertain tax positions if it is more likely than not that we would be required to pay such additional taxes. An uncertain tax position will not be recognized if it has a less than 50% likelihood of being sustained. Our policy is to recognize any interest and penalties related to income taxes in income tax expense. As of December 31, 2017 and 2016, we had no uncertain tax positions. |
Convertible Preferred Stock | Convertible Preferred Stock —We have adopted the provisions of ASC 480-10-S99-3A, “ SEC Staff Announcement: Classification and Measurement of Redeemable Securities, ” for all periods presented, and accordingly classified our Series 1, Series 2, Series 3 and Series 4 convertible preferred stock (the “Series 1 Convertible Preferred Stock,” the “Series 2 Convertible Preferred Stock,” the “Series 3 Convertible Preferred Stock,” and the “Series 4 Convertible Preferred Stock” and collectively the “Convertible Preferred Stock”) outside of shareholders’ deficit in the periods that the preferred stock was outstanding. This results from our certificate of incorporation allowing for the occurrence of a deemed liquidation event in which all of the holders of equally and more subordinated equity instruments of the Company would not always be entitled to receive the same form of consideration in the same proportion. Such a deemed liquidation event was not probable of occurring until the merger with Cempra in November 2017, at which time all series of convertible preferred stock were converted into shares of Melinta common stock. |
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. We operate and manage our business as one operating segment and all of our operations are in North America. Although all of the license revenue and approximately 95% of contract research revenue reported for the year ended December 31, 2017, was generated from an agreement with one company that is domiciled in Italy, we did not operate in Italy, nor do we have any significant assets there. The remaining 5% of contract research revenue was related to the reimbursement for US-based research activities. See Note 8 for further discussion of the license and contract research revenue. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the FASB issued ASU 2016-06, Contingent Put and Call Options in Debt Instruments, which clarifies that in assessing whether an embedded contingent put or call option is clearly and closely related to the debt host, an entity is required to perform only the four-step decision sequence in ASC 815-15-25-42 (as amended by ASU 2016-06), but it does not have to separately assess whether the event that triggers its ability to exercise the contingent option is itself indexed only to interest rates or credit risk. ASU 2016-06 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within fiscal years beginning after December 15, 2018. An entity can early adopt ASU 2016-06, including in an interim period; however, if the entity early adopts it in an interim period, it should reflect any adjustment as of the beginning of the fiscal year that includes the interim period. ASU 2016-06 requires the use of a modified retrospective transition approach. We plan to adopt this guidance on January 1, 2018, and we are currently evaluating the impact that the adoption of ASU 2016-06 will have on our financial position, operations and cash flows. In February 2016, the FASB issued ASU 2016-02, Leases In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting We do not believe that any other recently issued, but not yet effective, accounting pronouncements, if adopted, would have a material impact on our Consolidated Financial Statements or disclosures. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Depreciation Periods for Property and Equipment | Depreciation periods for our property and equipment are as follows: Type Period Laboratory equipment 5 years Furniture and fixtures 5 years Office equipment 3 years Leasehold improvements Shorter of useful life or lease life Purchased software 3 years |
Merger with Cempra (Tables)
Merger with Cempra (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition [Line Items] | |
Summary of Revenue and Earnings | The amounts of Cempra’s revenue and earnings included in our consolidated statement of operations for the year ended December 31, 2017, and the revenue and earnings of the combined entity had the acquisition date been January 1, 2016, are as follows. Revenue Earnings (Loss) Actual from 11/03/2017 - 12/31/2017 $ 870 $ (13,096 ) 2017 supplemental pro forma from 01/01/2017 - 12/31/2017 $ 42,659 $ (113,705 ) 2016 supplemental pro forma from 01/01/2016 - 12/31/2016 $ 18,016 $ (179,541 ) |
Cempra, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price for Merger | The Cempra identifiable assets acquired and liabilities assumed were recorded at the acquisition-date fair values and added to Melinta’s balance sheet. The purchase price for the merger with Cempra is as follows: Number of Cempra shares outstanding as of November 3, 2017 10,502,477 Cempra common stock end-of-day closing price as of November 3, 2017 $ 11.65 Total fair value of common stock $ 122,354 Total fair value of equity awards assumed 3,460 Total purchase price $ 125,814 |
Schedule of Preliminary Allocation of Purchase Price to Acquired Tangible Assets and Liabilities Assumed | The preliminary allocation of the purchase price to acquired tangible assets and liabilities assumed based on their estimated fair values as of November 3, 2017, comprises: Cash and cash equivalents $ 161,410 Receivables and other assets 4,409 Accounts payable, accrued expenses and other liabilities (7,012 ) Fair value of executory contracts (5,330 ) Net assets acquired 153,477 Less: purchase price (125,814 ) Bargain purchase gain $ 27,663 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents and restricted cash, as presented on the Consolidated Statements of Cash Flows, consisted of the following: As of December 31, 2017 2016 Cash and cash equivalents $ 128,387 $ 11,409 Restricted cash (included in Other Assets) 200 - Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows $ 128,587 $ 11,409 |
Summary of Receivables | Receivables consist primarily of amounts billed and amounts earned but unbilled under our licensing agreements or our contract with BARDA. At December 31, 2017, our receivables consisted primarily of earned but unbilled receivables under the BARDA agreement and the Menarini agreement (contracted services). At December 31, 2017 and 2016, other receivables included amounts related to foreign value-added taxes and state tax credits. As of December 31, 2017 2016 Contracted services $ 7,202 $ - Other receivables 362 454 Total receivables $ 7,564 $ 454 |
Summary of Inventory | Inventory consisted of the following: As of December 31, 2017 2016 Raw materials $ 5,545 $ - Work in process $ 181 $ - Finished goods 5,099 - Total inventory $ 10,825 $ - |
Summary of Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following: As of December 31, 2017 2016 Prepaid contracted services $ 655 $ 2,483 Other prepaid expenses 2,333 743 Total prepaid and other current assets $ 2,988 $ 3,226 |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following: As of December 31, 2017 2016 Laboratory equipment $ 3,339 $ 3,332 Manufacturing equipment 65 - Office equipment 604 434 Purchased software 860 932 Furniture and fixtures 390 219 Leasehold improvements 4,869 4,588 Assets in development 437 166 10,564 9,671 Less-accumulated depreciation (8,968 ) (8,570 ) Property and equipment, net $ 1,596 $ 1,101 |
Summary of Accrued Expenses | Accrued expenses consisted of the following: As of December 31, 2017 2016 Accrued contracted services $ 5,596 $ 2,564 Payroll related expenses 9,885 1,825 Professional fees 3,621 1,540 Accrued royalty payment 2,040 - Accrued other 2,899 431 Total accrued expenses $ 24,041 $ 6,360 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt Balances | Melinta’s outstanding debt balances consisted of the following as of December 31, 2017 and 2016: As of December 31, 2017 2016 Principal balance under loan agreements $ 40,000 $ 24,502 Debt discount and deferred financing costs for loan agreements (445 ) (780 ) Net balance under loan agreements 39,555 23,722 Less: current maturities, including deferred financing costs and debt discount - 11,075 Long-term balance under the loan agreements 39,555 12,647 Principal outstanding under Convertible Promissory Notes - 44,111 Interest outstanding under Convertible Promissory Notes - 1,016 Total Convertible Promissory Notes - 45,127 Total long-term debt, net of current maturities $ 39,555 $ 57,774 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Summary of Warrants Outstanding | A summary of the warrants outstanding at December 31, 2017 is below: |
Interest Expense (Tables)
Interest Expense (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Banking And Thrift Interest [Abstract] | |
Schedule of Interest Expense | Interest expense in the statements of operations consisted of the following: As of December 31, 2017 2016 Cash interest expense $ 2,531 $ 2,397 Noncash interest expense 1,077 993 Total interest expense $ 3,608 $ 3,390 Interest expense related to convertible promissory notes $ 4,016 $ 1,016 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | The following table lists our assets and liabilities that are measured at fair value and the level of inputs used to measure their fair value at December 31, 2017 and 2016. The money market fund is included in cash & cash equivalents on the balance sheet; the other items are in the captioned line of the balance sheet. As of December 31, 2017 Level 1 Level 2 Level 3 Total Assets: Money market fund $ 76,777 $ - $ - $ 76,777 Total assets at fair value $ 76,777 $ - $ - $ 76,777 As of December 31, 2016 Level 1 Level 2 Level 3 Total Assets: Money market fund $ 2,035 $ - $ - $ 2,035 Total assets at fair value $ 2,035 $ - $ - $ 2,035 Liabilities: Preferred stock warrants $ - $ - $ 674 $ 674 Total liabilities at fair value $ - $ - $ 674 $ 674 |
Summary of Changes in Fair Value of Level 3 Assets | The following table summarizes the changes in fair value of our Level 3 assets for the year ended December 31, 2016: Level 3 Assets Fair Value at December 31, 2015 Realized Gains (Losses) Change in Unrealized Gains (Losses) Issuances (Settlements) Net Transfer In (Out) of Level 3 Fair Value at December 31, 2016 Preferred stock tranche assets $ 1,313 $ - $ (1,313 ) $ - $ - $ - Total assets at fair value $ 1,313 $ - $ (1,313 ) $ - $ - $ - |
Summary of Changes in Fair Value of Level 3 Liabilities | The following tables summarize the changes in fair value of our Level 3 liabilities for the years ended December 31, 2017 and 2016: Level 3 Liabilities Fair Value at December 31, 2016 Realized Gains (Losses) Change in Unrealized Gains (Losses) Reclassification to APIC Net Transfer In (Out) of Level 3 Fair Value at December 31, 2017 Preferred stock warrants $ (674 ) $ - $ 335 $ 339 $ - $ - Total liabilities at fair value $ (674 ) $ - $ 335 $ 339 $ - $ - Level 3 Liabilities Fair Value at December 31, 2015 Realized Gains (Losses) Change in Unrealized Gains (Losses) Issuances (Settlements) Net Transfer In (Out) of Level 3 Fair Value at December 31, 2016 Preferred stock warrants $ (1,456 ) $ - $ 782 $ - $ - $ (674 ) Total liabilities at fair value $ (1,456 ) $ - $ 782 $ - $ - $ (674 ) |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Outstanding Convertible Preferred Stock | Outstanding convertible preferred stock as of December 31, 2016, consisted of the following: As of December 31, 2016 Shares Carrying Liquidation Designated Outstanding Values Preference Series 1 Convertible Preferred Stock 9,363,187 9,363,187 $ 1,433 $ 18,822 Series 2-A(1) Convertible Preferred Stock 20,781,845 Series 2-A(2) Convertible Preferred Stock 5,107,484 Total Series 2-A Convertible Preferred Stock 25,889,329 25,889,329 17,027 25,683 Series 2-B(1) Convertible Preferred Stock 27,709,127 Series 2-B(2) Convertible Preferred Stock 39,919,846 Total Series 2-B Convertible Preferred Stock 67,628,973 67,628,973 49,038 112,254 Series 3 Convertible Preferred Stock 80,225,978 78,843,653 71,125 84,863 Series 3-B Convertible Preferred Stock 5,262,373 5,262,373 5,991 16,326 Series 4 Convertible Preferred Stock 67,603,974 67,603,974 73,729 78,405 Total Convertible Preferred Stock 255,973,814 254,591,489 $ 218,343 $ 336,353 |
Schedule of Movements in Shares Outstanding and Carrying Values of Convertible Preferred Stock | The following table presents the movements in the shares outstanding and carrying values of the Series 3, Series 3-B and Series 4 Convertible Preferred Stock during the year ended December 31, 2016: Series 3 Convertible Series 3-B Convertible Series 4 Convertible Preferred Stock Preferred Stock Preferred Stock Shares Amount Shares Amount Shares Amount Balance at January 1, 2016 78,843,653 $ 71,125 5,262,373 $ 5,991 54,561,791 $ 60,113 Issuance of preferred stock, net of issuance costs 13,042,183 13,616 Balance at December 31, 2016 78,843,653 $ 71,125 5,262,373 $ 5,991 67,603,974 $ 73,729 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options Outstanding | The following table summarizes certain information about all options outstanding as of December 31, 2017: 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) $10.45 - $15.75 878,108 7.7 244,309 2.5 $17.04 - $27.52 543,487 6.9 310,791 5.1 $33.15 - $61.90 349,111 5.6 267,333 5.0 $63.95 - $96.25 97,063 2.4 94,279 2.2 $113.85 - $217.15 193,290 3.4 184,640 3.2 2,061,059 1,101,352 |
Summary of RSUs Activity | A summary of the activity related to our RSUs is as follows: Number of Weighted Restricted Average Stock Units Merger-Date Outstanding Fair Value Balance - November 3, 2017 202,000 $ 11.65 Vested and issued (62,000 ) 11.65 Forfeited (3,000 ) 11.65 Balance - December 31, 2017 137,000 11.65 Vested at December 31, 2017 20,000 $ 11.65 |
Stock-Based Compensation Reported in Statements of Operations | Stock-based compensation reported in our statements of operations was as follows: Year Ended December 31, 2017 2016 2015 Research and development $ 651 $ 1,169 $ 787 General and administrative 5,799 1,346 998 Total $ 6,450 $ 2,515 $ 1,785 |
2006 Stock Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock Option Plans | A summary of the stock option activity under the 2006 Plan is presented in the table below: Weighted Weighted Average Average Aggregate Number of Exercise Contractual Intrinsic Options Price Term (in years) Value Outstanding - November 3, 2017 68,364 $ 10.80 1.2 Outstanding - December 31, 2017 68,364 10.80 1.1 $ 342 Exercisable - December 31, 2017 68,364 10.80 1.1 $ 342 Vested and expected to vest at December 31, 2017 68,364 $ 10.80 1.1 $ 342 |
2011 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock Option Plans | A summary of the stock-option activity under the 2011 Incentive Plan is presented in the table below: Weighted Weighted Average Average Aggregate Number of Exercise Contractual Intrinsic Options Price Term (in years) Value Outstanding - November 3, 2017 745,304 $ 60.02 6.2 Exercised (862 ) 15.63 Forfeited (6,445 ) 28.00 Expired (15,284 ) 64.41 Outstanding - December 31, 2017 722,713 60.26 3.9 $ 113 Exercisable - December 31, 2017 623,975 65.10 3.2 $ 101 Vested and expected to vest at December 31, 2017 722,713 $ 60.26 3.9 $ 113 |
Private Melinta 2011 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock Option Plans | A summary of the stock-option activity under the Melinta 2011 Plan is presented in the table below: Weighted Weighted Average Average Aggregate Number of Exercise Contractual Intrinsic Options Price Term (in years) Value Outstanding - December 31, 2014 22,309,477 $ 0.53 9.1 Granted 5,942,512 0.84 Exercised (934,649 ) 0.39 Canceled/expired (5,503,158 ) 0.58 Outstanding - December 31, 2015 21,814,182 0.60 8.5 Granted 6,202,498 0.71 Exercised (158,427 ) 0.41 Canceled/expired (1,656,045 ) 0.77 Outstanding - December 31, 2016 26,202,208 $ 0.62 7.9 Granted 9,150,995 (1) 0.48 (1) Exercised (131,834 ) (1) 0.72 (1) Canceled/expired (3,987,859 ) (1) 0.51 (1) Conversion (30,514,509 ) (2) Outstanding - December 31, 2017 719,001 $ 25.88 7.0 $ - Exercisable - December 31, 2017 409,013 25.99 5.6 $ - Vested and expected to vest at December 31, 2017 719,001 $ 25.88 7.0 $ - (1) Amounts are before conversion (2) Options outstanding on November 3, 2017, were converted to options to purchase common shares of Cempra (re-named Melinta in the merger) at a 0.0229 conversion ratio |
Assumptions Used to Value Outstanding Vested And Unvested Stock Option Grants | The range of assumptions used to value outstanding unvested stock option grants for all plans—plus the vested stock option grants under the Melinta 2011 Plan on the merger date—were as follows: 2017 2016 2015 Risk-free interest rate 1.8% - 2.1% 1.5 % 2.3 % Weighted-average volatility 87.5% - 108.1% 67.1 % 75.0 % Expected term - employee awards (in years) 3.1 - 6.1 6.0 6.0 Forfeiture rate - - 7 % Dividend yield 0 % 0 % 0 % |
2006 Stock Plan And 2011 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Assumptions Used to Value Outstanding Vested And Unvested Stock Option Grants | The range of assumptions used calculate the estimated value of the acquire vested stock options under the 2006 Plan and the 2011 Equity Plan that was recorded as additional purchase price for the acquisition of Cempra at the merger date were as follows (the wide range of volatility was due to the various remaining expected terms for the options, some of which were less than one year): November 3, 2017 Risk-free interest rate 1.2% - 2.0% Weighted-average volatility 51.0% - 147.4% Expected term - employee awards (in years) 0.2-5.6 Forfeiture rate 0 % Dividend yield 0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) From Continuing Operations | The income tax expenses (benefits) from continuing operations are summarized as follows (these expenses (benefits) were included in Other income and expense in the Consolidated Statement of Operations): 2017 2016 Federal: Current $ - $ - Deferred - - - - State: Current (103 ) - Deferred - - (103 ) - Total $ (103 ) $ - |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes differs from income taxes computed at the federal statutory tax rates for the years ended December 31, 2017 and 2016, due to the following items: 2017 2016 Federal Statutory rate 34.0 % 34.0 % State income taxes, net of federal income tax benefit 0.2 5.0 Bargain purchase gain 15.9 - Transaction cost (2.3 ) - Interest expense (2.3 ) - Impact of change in fair value of tranche assets and liabilities 0.2 (0.3 ) Other permanent differences (0.2 ) - Federal tax rate change (75.3 ) - Change in valuation allowance 28.0 (41.0 ) Research and development tax credits 3.3 2.2 Other (1.3 ) 0.1 Effective income tax rate 0.2 % 0.0 % |
Schedule of Temporary Difference and Net Operating Losses to Significant Portions of Deferred Tax Assets | The tax effects of the temporary differences and net operating losses that give rise to significant portions of deferred tax assets are as follows (in thousands): 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 172,481 $ 106,826 Tax credit carryforwards 24,924 7,386 Deferred revenue 3,364 - Fixed assets 593 1,051 Stock compensation expense 2,503 2,406 Intangibles 3,978 1,008 Others 2,151 144 Total deferred tax assets 209,994 118,821 Less valuation allowance (209,994 ) (118,821 ) Net deferred tax assets $ - $ - |
Summary of Tax Years by Jurisdiction | The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. With few exceptions, the major jurisdictions subject to examination by the relevant taxable authorities, and open tax years, stated as the Company's fiscal years, are as follows: Jurisdiction Open Tax Years U.S. Federal 2014 - 2016 U.S. State 2014 - 2016 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Minimum Operating Lease Payments under Non-cancelable Leases | As of December 31, 2017, minimum operating lease payments under noncancelable leases (as amended) were as follows: Amounts 2018 $ 1,704 2019 1,450 2020 1,260 2021 770 2022 and thereafter 132 Total future minimum payments * $ 5,316 *Minimum payments have not been reduced by minimum sublease rentals of $387 due in the future under noncancelable subleases |
Selected Quarterly Data (Unau40
Selected Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Selected Quarterly Data (Unaudited) | Quarter Ended March 31, June 30, September 30, December 31, 2017 2017 2017 2017 Revenue $ 22,463 $ 3,979 $ 3,191 $ 4,231 Operating expenses Research and development 12,917 14,075 10,884 11,599 Selling, general and administrative 7,973 7,699 10,304 37,349 Loss from operations 1,573 (17,795 ) (17,997 ) (44,717 ) Total Other (Income) Expense, net 1,647 2,631 1,639 (25,937 ) Net loss $ (74 ) $ (20,426 ) $ (19,636 ) $ (18,780 ) Accretion of preferred dividends (5,720 ) (5,721 ) (5,720 ) (2,098 ) Net loss available to shareholders $ (5,794 ) $ (26,147 ) $ (25,356 ) $ (20,878 ) Net loss per share - basic and diluted $ (208.16 ) $ (884.09 ) $ (857.35 ) $ (1.48 ) Weighted average shares used in calculating basic and diluted net loss per share 27,835 29,575 29,575 14,104,689 Quarter Ended March 31, June 30, September 30, December 31, 2016 2016 2016 2016 Revenue $ - $ - $ - $ - Operating expenses Research and development 13,754 9,847 9,888 16,302 Selling, general and administrative 5,759 4,951 4,114 4,586 Loss from operations (19,513 ) (14,798 ) (14,002 ) (20,888 ) Total Other (Income) Expense, net 1,802 771 664 1,494 Net loss $ (21,315 ) $ (15,569 ) $ (14,666 ) $ (22,382 ) Accretion of preferred dividends (5,116 ) (5,332 ) (5,335 ) (5,334 ) Net loss available to shareholders $ (26,431 ) $ (20,901 ) $ (20,001 ) $ (27,716 ) Net loss per share - basic and diluted $ (1,150.42 ) $ (909.85 ) $ (870.67 ) $ (1,186.17 ) Weighted average shares used in calculating basic and diluted net loss per share 22,975 22,972 22,972 23,366 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Antidilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding | The following potentially dilutive securities (in common stock equivalent shares) have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: December 31, 2017 2016 2015 Options to purchase common stock 2,061,059 600,035 499,550 Preferred stock warrants - 31,655 31,655 Unvested restricted stock 320,661 - - Common stock warrants 59,566 47 47 Convertible preferred stock - 5,830,145 5,531,479 2,441,286 6,461,882 6,062,731 |
Nature of the Business - Additi
Nature of the Business - Additional Information (Details) - USD ($) $ in Thousands | Nov. 03, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Basis Of Presentation [Line Items] | |||
Shareholders ownership percentage | 52.00% | ||
Accumulated deficit | $ (572,659) | $ (513,743) | |
IDB | |||
Basis Of Presentation [Line Items] | |||
Business acquired from Medicines Company, effective date of acquired | Jan. 5, 2018 | ||
Cempra, Inc. | |||
Basis Of Presentation [Line Items] | |||
Shareholders ownership percentage | 48.00% | ||
Number of Cempra shares outstanding | 10,502,477 | ||
Business acquired from Medicines Company, effective date of acquired | Nov. 3, 2017 | ||
Common Stock | Cempra, Inc. | |||
Basis Of Presentation [Line Items] | |||
Number of Cempra shares outstanding | 11,400,000 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2017USD ($)Segment | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Cash and cash equivalents maturity period | three months or less | |||
Restricted cash balances | $ 0 | |||
Inventory reserve | $ 0 | $ 0 | ||
Intangible assets, useful life | 10 years | |||
Amortization expense, 2018 | $ 789,000 | 789,000 | ||
Amortization expense, 2019 | 789,000 | 789,000 | ||
Amortization expense, 2020 | 789,000 | 789,000 | ||
Amortization expense, 2021 | 789,000 | 789,000 | ||
Amortization expense, 2022 | 789,000 | 789,000 | ||
Amortization expense, thereafter | 3,555,000 | 3,555,000 | ||
Property and equipment | 1,596,000 | 1,596,000 | 1,101,000 | |
Intangible assets | 7,500,000 | 7,500,000 | ||
Asset impairment charges | 0 | $ 231,000 | ||
Deferred revenue | 10,008,000 | 10,008,000 | 9,008,000 | |
Uncertain tax positions | $ 0 | 0 | $ 0 | |
Number of operating segments | Segment | 1 | |||
Percentage of contract research revenue | 95.00% | |||
Remaining percentage of contract research revenue | 5.00% | |||
Stock Options | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Stock options, vesting period | 4 years | |||
Stock options, expiration period | 10 years | |||
ASU 2014-09 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Revenue from product sales | $ 0 | |||
Cost of Goods Sold | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Defined-lived intangible assets amortized period | 10 years |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Schedule of Depreciation Periods for Property And Equipment (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Laboratory Equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Depreciation period | 5 years |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Depreciation period | 5 years |
Office Equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Depreciation period | 3 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Depreciation period | Shorter of useful life or lease life |
Purchased Software | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Depreciation period | 3 years |
Merger with Cempra - Additional
Merger with Cempra - Additional Information (Details) - USD ($) | Nov. 03, 2017 | Aug. 08, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Merger Agreement [Line Items] | |||||
Converted common stock right to receive | 0.0229 | ||||
Shareholders ownership percentage | 52.00% | ||||
Severance, legal and other services expenses | $ 16,800,000 | ||||
Bargain purchase gain | 27,663,000 | ||||
Merger agreement, intangible assets | 7,500,000 | ||||
Change in fair value of warrant liability | $ (335,000) | $ (781,000) | $ (42,000) | ||
Cempra, Inc. | |||||
Merger Agreement [Line Items] | |||||
Merger agreement date | Aug. 8, 2017 | ||||
Merger agreement closing date | Nov. 3, 2017 | ||||
Shareholders ownership percentage | 48.00% | ||||
Common stock per share | $ 11.65 | ||||
Merger agreement, fair value of liability | $ 5,330 | ||||
Bargain purchase gain | $ 27,663,000 | $ 27,663,000 | |||
Merger agreement, pro forma information, description | In our pro forma financial statements included in a Form 8-K/A filed on December 5, 2017, we had preliminarily identified intangible assets in connection with the merger with an estimated fair value of $40,400 related to in-process research and development related to solithromycin and fusidic acid and non-compete agreements related to certain Cempra executives. In connection with the final valuation that was performed, we concluded that the Level 1 measurement of value of Cempra enterprise value, determined by its public market capitalization, was the most reliable measure of value attributable to the net assets of the company on the date that the merger closed. As the market capitalization value was lower than the net assets acquired, we attributed $0 value to intangible assets in this preliminary valuation. | ||||
Business combination acquisition related interest expense | $ 4,758,000 | ||||
Business combination, transaction costs | 16,774,000 | ||||
Change in fair value of warrant liability | 335,000 | ||||
Cempra, Inc. | Level 1 Measurement | |||||
Merger Agreement [Line Items] | |||||
Merger agreement, intangible assets | 0 | ||||
Cempra, Inc. | In-Process Research and Development | Solithromycin and Fusidic Acid and Non-compete Agreements | |||||
Merger Agreement [Line Items] | |||||
Merger agreement, Intangible assets estimated fair value | 40,400 | ||||
Cempra, Inc. | Common Stock | |||||
Merger Agreement [Line Items] | |||||
Bargain purchase gain | $ 27,663 | ||||
Combined Entity | |||||
Merger Agreement [Line Items] | |||||
Bargain purchase gain | 27,663,000 | ||||
Business combination acquisition related interest expense | 2,244,000 | ||||
Business combination, transaction costs | 16,774,000 | ||||
Change in fair value of warrant liability | $ 781,000 |
Merger with Cempra - Schedule o
Merger with Cempra - Schedule of Purchase Price for Merger (Details) - Cempra, Inc. $ / shares in Units, $ in Thousands | Nov. 03, 2017USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Number of Cempra shares outstanding | shares | 10,502,477 |
Cempra common stock end-of-day closing price as of November 3, 2017 | $ / shares | $ 11.65 |
Total fair value of common stock | $ 122,354 |
Total fair value of equity awards assumed | 3,460 |
Total purchase price | $ 125,814 |
Merger with Cempra - Schedule47
Merger with Cempra - Schedule of Preliminary Allocation of Purchase Price to Acquired Tangible Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands | Nov. 03, 2017 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||
Bargain purchase gain | $ 27,663 | |
Cempra, Inc. | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | $ 161,410 | |
Receivables and other assets | 4,409 | |
Accounts payable, accrued expenses and other liabilities | (7,012) | |
Fair value of executory contracts | (5,330) | (5,330) |
Net assets acquired | 153,477 | |
Less: purchase price | (125,814) | |
Bargain purchase gain | $ 27,663 | $ 27,663 |
Merger with Cempra - Summary of
Merger with Cempra - Summary of Revenue and Earnings (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cempra, Inc. | |||
Business Acquisition [Line Items] | |||
Actual, Revenue | $ 870 | ||
Actual, Earnings (Loss) | $ (13,096) | ||
Supplemental proforma, Revenue | $ 42,659 | ||
Supplemental proforma, Earnings (Loss) | $ (113,705) | ||
Combined Entity | |||
Business Acquisition [Line Items] | |||
Supplemental proforma, Revenue | $ 18,016 | ||
Supplemental proforma, Earnings (Loss) | $ (179,541) |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Balance Sheet Related Disclosures [Abstract] | ||||
Cash and cash equivalents | $ 128,387 | $ 11,409 | ||
Restricted cash (included in Other Assets) | 200 | |||
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows | $ 128,587 | $ 11,409 | $ 30,158 | $ 10,541 |
Balance Sheet Components - Su50
Balance Sheet Components - Summary of Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Contracted services | $ 7,202 | |
Other receivables | 362 | $ 454 |
Total receivables | $ 7,564 | $ 454 |
Balance Sheet Components - Su51
Balance Sheet Components - Summary of Inventory (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Balance Sheet Related Disclosures [Abstract] | |
Raw materials | $ 5,545 |
Work in process | 181 |
Finished goods | 5,099 |
Total inventory | $ 10,825 |
Balance Sheet Components - Su52
Balance Sheet Components - Summary of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid contracted services | $ 655 | $ 2,483 |
Other prepaid expenses | 2,333 | 743 |
Total prepaid and other current assets | $ 2,988 | $ 3,226 |
Balance Sheet Components - Su53
Balance Sheet Components - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 10,564 | $ 9,671 |
Less-accumulated depreciation | (8,968) | (8,570) |
Property and equipment, net | 1,596 | 1,101 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,339 | 3,332 |
Manufacturing Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 65 | |
Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 604 | 434 |
Purchased Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 860 | 932 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 390 | 219 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 4,869 | 4,588 |
Assets in Development | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 437 | $ 166 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Balance Sheet Components [Line Items] | |||
Depreciation | $ 451 | $ 497 | $ 624 |
Property and Equipment | |||
Balance Sheet Components [Line Items] | |||
Depreciation | $ 451 | $ 497 |
Balance Sheet Components - Su55
Balance Sheet Components - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued contracted services | $ 5,596 | $ 2,564 |
Payroll related expenses | 9,885 | 1,825 |
Professional fees | 3,621 | 1,540 |
Accrued royalty payment | 2,040 | |
Accrued other | 2,899 | 431 |
Total accrued expenses | $ 24,041 | $ 6,360 |
Notes Payable - Schedule of Out
Notes Payable - Schedule of Outstanding Debt Balances (Details) - USD ($) | Dec. 31, 2017 | Nov. 03, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
Notes payable, net | $ 11,075,000 | ||
Principal outstanding under Convertible Promissory Notes | $ 0 | ||
Total Convertible Promissory Notes | 45,127,000 | ||
Convertible Promissory Notes | |||
Debt Instrument [Line Items] | |||
Principal outstanding under Convertible Promissory Notes | $ 73,669,000 | ||
Loan Agreements | |||
Debt Instrument [Line Items] | |||
Principal balance under loan agreements | 40,000,000 | 24,502,000 | |
Debt discount and deferred financing costs for loan agreements | (445,000) | (780,000) | |
Net balance under loan agreements | 39,555,000 | 23,722,000 | |
Notes payable, net | 11,075,000 | ||
Long-term balance under the loan agreements | 39,555,000 | 12,647,000 | |
Total long-term debt, net of current maturities | $ 39,555,000 | 57,774,000 | |
Loan Agreements | Convertible Promissory Notes | |||
Debt Instrument [Line Items] | |||
Principal outstanding under Convertible Promissory Notes | 44,111,000 | ||
Interest outstanding under Convertible Promissory Notes | 1,016,000 | ||
Total Convertible Promissory Notes | $ 45,127,000 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) | Jan. 05, 2018USD ($) | Nov. 03, 2017USD ($)shares | Jun. 30, 2017USD ($) | Jun. 28, 2017USD ($) | May 02, 2017USD ($)Tranche | Dec. 31, 2014USD ($) | Aug. 31, 2017USD ($) | May 31, 2017USD ($) | Apr. 30, 2017USD ($) | Feb. 28, 2017USD ($) | Jan. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2017USD ($) | Jun. 19, 2017USD ($) | Nov. 30, 2016USD ($) | Oct. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Aug. 31, 2016USD ($) | Jul. 31, 2016USD ($) | Apr. 30, 2016USD ($) | Jul. 01, 2015USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Proceeds received from notes payable | $ 38,844,000 | $ 44,111,000 | $ 10,000,000 | ||||||||||||||||||||||
Loss on extinguishment of debt | 607,000 | ||||||||||||||||||||||||
Prepayment penalties and fees related to debt instrument | 1,240,000 | ||||||||||||||||||||||||
Long-term note payable | $ 12,647,000 | 39,555,000 | $ 12,647,000 | ||||||||||||||||||||||
Principal outstanding under Convertible Promissory Notes | $ 0 | ||||||||||||||||||||||||
Convertible Promissory Notes | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Exchange of notes to common shares | shares | 3,766,311 | ||||||||||||||||||||||||
Principal outstanding under Convertible Promissory Notes | $ 73,669,000 | ||||||||||||||||||||||||
2014 Loan Agreement | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 1, 2018 | Jun. 30, 2017 | |||||||||||||||||||||||
Loan agreement, interest rate description | We were obligated to make monthly payments in arrears of interest only, at a rate of the greater of 8.25% or the sum of 8.25% plus the prime rate minus 4.5% per annum, commencing on January 1, 2015, and continuing on the first day of each successive month thereafter through and including June 1, 2016. Commencing on July 1, 2016, and continuing on the first day of each month through and including June 1, 2018, we were required to make consecutive equal monthly payments of principal and interest. All unpaid principal and accrued and unpaid interest with respect to the 2014 Loan Agreement were due and payable in full on June 1, 2018 | ||||||||||||||||||||||||
Debt instrument facility fee | $ 195,000 | ||||||||||||||||||||||||
Debt instrument prepayment percentage, first year | 3.00% | 3.00% | |||||||||||||||||||||||
Debt instrument prepayment percentage, second year | 2.00% | 2.00% | |||||||||||||||||||||||
Debt instrument prepayment percentage, thereafter | 1.00% | 1.00% | |||||||||||||||||||||||
Debt instrument exit fee percentage | 3.50% | 3.50% | |||||||||||||||||||||||
Debt instrument exit fee | $ 1,050,000 | $ 1,050,000 | |||||||||||||||||||||||
Debt instrument covenant minimum, liquidity amount | $ 5,000,000 | $ 13,000,000 | |||||||||||||||||||||||
2014 Loan Agreement | Prime Rate | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 4.50% | ||||||||||||||||||||||||
2014 Loan Agreement | Minimum | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Long-term loan, effective interest rate | 8.25% | 8.25% | |||||||||||||||||||||||
2014 Loan Agreement | Term Loan | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Borrowed amount | $ 20,000,000 | $ 20,000,000 | $ 10,000,000 | ||||||||||||||||||||||
2017 Loan Agreement | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Number of tranches | Tranche | 4 | ||||||||||||||||||||||||
Amount available under tranches upon new drug application approval of baxdela | $ 0 | ||||||||||||||||||||||||
Debt instrument, maturity term | 7 years | ||||||||||||||||||||||||
Percentage of convertible notes | 8.25% | 8.25% | |||||||||||||||||||||||
Debt instrument interest rate, description | The 2017 Loan Agreement bore an annual interest rate equal to the greater of 8.25% or the sum of 8.25% plus the prime rate minus 4.5%. | ||||||||||||||||||||||||
Debt instrument, covenant description | There were no financial covenants under the agreement; however, we were obligated to provide certain financial information to the lender each month, quarter and fiscal year. | ||||||||||||||||||||||||
Lender right to participate in future debt or equity financings amount | $ 10,000,000 | ||||||||||||||||||||||||
Lender commitment amount | 5,000,000 | ||||||||||||||||||||||||
Net proceeds from note payable | $ 9,995,000 | ||||||||||||||||||||||||
Long-term note payable | $ 40,000,000 | ||||||||||||||||||||||||
Amortization of debt issuance cots | $ 1,156,000 | ||||||||||||||||||||||||
Debt instrument term | 7 years | ||||||||||||||||||||||||
Accreting end-of-term fee as additional interest expense | $ 1,750,000 | ||||||||||||||||||||||||
Proceeds from investment committed amount | $ 5,000,000 | ||||||||||||||||||||||||
Repayment of long-term note payable | $ 40,000,000 | ||||||||||||||||||||||||
2017 Loan Agreement | Convertible Promissory Notes | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Proceeds received from notes payable | $ 5,000,000 | ||||||||||||||||||||||||
2017 Loan Agreement | Principal Amount at or below 40000 | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan and security agreement | $ 40,000,000 | ||||||||||||||||||||||||
Debt instrument, interest payment period | 18 months | ||||||||||||||||||||||||
2017 Loan Agreement | Principal Exceeded 40000 | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan and security agreement | $ 40,000,000 | ||||||||||||||||||||||||
2017 Loan Agreement | Debt Financing | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan and security agreement | 80,000,000 | ||||||||||||||||||||||||
2017 Loan Agreement | Equity Financing | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan and security agreement | $ 10,000,000 | ||||||||||||||||||||||||
2017 Loan Agreement | Prime Rate | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 4.50% | ||||||||||||||||||||||||
2017 Loan Agreement | Minimum | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Royalty percentage based on net sales | 1.02% | ||||||||||||||||||||||||
2017 Loan Agreement | Maximum | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Royalty percentage based on net sales | 2.72% | ||||||||||||||||||||||||
2017 Loan Agreement | Tranche One | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Royalty percentage based on net sales | 1.02% | ||||||||||||||||||||||||
Proceeds received from notes payable | 30,000,000 | ||||||||||||||||||||||||
2017 Loan Agreement | Tranche One | Debt Financing | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan and security agreement | $ 30,000,000 | ||||||||||||||||||||||||
2017 Loan Agreement | Tranche Two | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Royalty percentage based on net sales | 0.34% | ||||||||||||||||||||||||
Proceeds received from notes payable | $ 10,000,000 | ||||||||||||||||||||||||
2017 Loan Agreement | Tranche Two | Debt Financing | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan and security agreement | $ 10,000,000 | ||||||||||||||||||||||||
2017 Loan Agreement | Tranche Three | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Royalty percentage based on net sales | 0.68% | ||||||||||||||||||||||||
Debt instrument, maximum borrowing capacity | $ 20,000,000 | ||||||||||||||||||||||||
Long-term debt, borrowed | 0 | ||||||||||||||||||||||||
Debt instrument, description | If we had drawn and repaid amounts under the third tranche by December 31, 2017, the third tranche would have again become available under the original terms of the 2017 Loan Agreement. If we had drawn, but not repaid, amounts under the third tranche before December 31, 2017, then all outstanding instruments under the 2017 Loan Agreement may have converted into the interest plus royalty arrangement. The Amendment was conditional on Melinta being a private company; the Merger with Cempra on November 3, 2017 effectively canceled the Amendment. | ||||||||||||||||||||||||
2017 Loan Agreement | Tranche Three | Debt Financing | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan and security agreement | $ 20,000,000 | ||||||||||||||||||||||||
2017 Loan Agreement | Tranche Three | Minimum | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Long-term debt, borrowed | 5,000,000 | ||||||||||||||||||||||||
2017 Loan Agreement | Tranche Three | Maximum | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Long-term debt, borrowed | $ 10,000,000 | ||||||||||||||||||||||||
2017 Loan Agreement | Tranche Four | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Period of milestone achievement for amount available under tranche | Sep. 30, 2019 | ||||||||||||||||||||||||
Extended period of milestone achievement for amount available under tranche | Dec. 31, 2019 | ||||||||||||||||||||||||
Royalty percentage based on net sales | 0.68% | ||||||||||||||||||||||||
2017 Loan Agreement | Tranche Four | Debt Financing | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan and security agreement | $ 20,000,000 | ||||||||||||||||||||||||
2017 Loan Agreement | Tranche Two and Tranche Three | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Period to withdraw amount under tranches | 18 months | ||||||||||||||||||||||||
2017 Loan Agreement and 2014 Loan Agreement | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Payment of debt exit fee | 1,050,000 | ||||||||||||||||||||||||
Loss on extinguishment of debt | 607,000 | ||||||||||||||||||||||||
Unamortized debt discounts | 417,000 | ||||||||||||||||||||||||
Prepayment penalties and fees related to debt instrument | 190,000 | ||||||||||||||||||||||||
Debt settlement fees, other | $ 190,000 | ||||||||||||||||||||||||
July Notes | Convertible Promissory Notes | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan and security agreement | $ 20,000,000 | ||||||||||||||||||||||||
July Notes | Tranche One | Convertible Promissory Notes | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan and security agreement | $ 10,000,000 | ||||||||||||||||||||||||
July Notes | Tranche Two | Convertible Promissory Notes | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan and security agreement | $ 10,000,000 | ||||||||||||||||||||||||
September Notes | Convertible Promissory Notes | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan and security agreement | $ 19,990,000 | ||||||||||||||||||||||||
September Notes | Tranche One | Convertible Promissory Notes | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan and security agreement | $ 7,845,000 | ||||||||||||||||||||||||
September Notes | Tranche Two | Convertible Promissory Notes | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan and security agreement | $ 2,150,000 | ||||||||||||||||||||||||
September Notes | Tranche Three | Convertible Promissory Notes | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan and security agreement | $ 9,995,000 | ||||||||||||||||||||||||
July Notes and September Notes | Convertible Promissory Notes | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Percentage of convertible notes | 8.00% | ||||||||||||||||||||||||
Debt Instrument, description | Under the terms of the Notes, if we completed a preferred stock or common stock financing prior to June 2, 2018, all outstanding principal and accrued interest would have automatically converted into shares of the stock issued in the financing based on the price per share of the financing. If we had not completed an equity financing prior to June 2, 2018, the note holders would have had the right to demand repayment of principal and accrued interest or convert all outstanding principal and accrued interest into shares of Series 4 Convertible Preferred Stock at the Series 4 Convertible Preferred Stock price per share of $1.044687. In addition, the September Notes included the right, at the discretion of the investors, to purchase, at fair value, certain of our assets using some or all of the September Notes, and other compensation, to complete the purchase. | ||||||||||||||||||||||||
July Notes and September Notes | Convertible Promissory Notes | Series 4 Convertible Preferred Stock | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Preferred stock price per share | $ / shares | $ 1.044687 | ||||||||||||||||||||||||
January 2017 Notes | Convertible Promissory Notes | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan and security agreement | $ 18,194,000 | ||||||||||||||||||||||||
Percentage of convertible notes | 8.00% | ||||||||||||||||||||||||
Proceeds received from notes payable | $ 6,065,000 | $ 6,065,000 | $ 1,945,000 | $ 4,120,000 | |||||||||||||||||||||
Discount on common shares converted | 15.00% | ||||||||||||||||||||||||
May 2017 Notes | Convertible Promissory Notes | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan and security agreement | $ 16,353,000 | ||||||||||||||||||||||||
Percentage of convertible notes | 8.00% | ||||||||||||||||||||||||
Proceeds received from notes payable | $ 5,451,000 | ||||||||||||||||||||||||
Discount on common shares converted | 15.00% |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) | Nov. 03, 2017 | Aug. 05, 2011 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Class Of Warrant Or Right [Line Items] | ||||||
Exercise price of warrant | $ 33.30 | |||||
Warrants converted to warrants to purchase of common stock | 40,545 | |||||
Reclassified to Additional Paid In Capital | $ 339 | |||||
Liability for warrants | $ 0 | |||||
Warrants assumed to purchase of common stock | 59,566 | |||||
Series 3 Convertible Preferred Stock | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Expected volatility | 50.00% | |||||
2014 Series 3 Warrants | Series 3 Convertible Preferred Stock | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants issued to purchase convertible preferred stock | 1,151,936 | |||||
Exercise price of warrant | $ 0.976616 | |||||
Warrants expiration period | 2024-12 | |||||
Exercise price as a percentage of initial public offering price | 80.00% | |||||
Fair value of warrants recorded as debt discount | $ 1,256,000 | |||||
Expected life | 9 years 1 month 6 days | |||||
Risk-free interest rate | 2.10% | |||||
Expected volatility | 80.00% | |||||
2015 Series 3 Warrants | Series 3 Convertible Preferred Stock | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants issued to purchase convertible preferred stock | 230,387 | |||||
Exercise price of warrant | $ 0.976616 | |||||
Warrants expiration period | 2024-12 | |||||
Exercise price as a percentage of initial public offering price | 80.00% | |||||
Fair value of warrants recorded as debt discount | $ 242 | |||||
Expected life | 8 years 4 months 24 days | |||||
Risk-free interest rate | 2.20% | |||||
Expected volatility | 82.00% | |||||
2014 and 2015 Series 3 Warrants | Series 3 Convertible Preferred Stock | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Expected life | 7 years 6 months | |||||
Risk-free interest rate | 2.30% | |||||
Expected volatility | 98.00% | |||||
Fair value of warrants | $ 674 | |||||
Issued Warrants August 5, 2011 | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Exercise price of warrant | $ 30 | |||||
Warrants assumed to purchase of common stock | 18,979 | |||||
Warrants expiration date | Aug. 4, 2018 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Nov. 03, 2017 | |
Class Of Warrant Or Right [Line Items] | ||
Warrants Outstanding | 59,566 | |
Exercise Price | $ 33.30 | |
Issued Warrants August 2011 | ||
Class Of Warrant Or Right [Line Items] | ||
Issued | 2011-08 | |
Warrants Outstanding | 18,979 | |
Exercise Price | $ 30 | |
Expiration | 2018-08 | |
Issued Warrants December 2014 | ||
Class Of Warrant Or Right [Line Items] | ||
Issued | 2014-12 | |
Warrants Outstanding | 33,788 | |
Exercise Price | $ 33.30 | |
Expiration | 2024-12 | |
Issued Warrants December 2015 | ||
Class Of Warrant Or Right [Line Items] | ||
Issued | 2015-12 | |
Warrants Outstanding | 6,757 | |
Exercise Price | $ 33.30 | |
Expiration | 2024-12 | |
Issued Warrants February 2012 | ||
Class Of Warrant Or Right [Line Items] | ||
Issued | 2012-02 | |
Warrants Outstanding | 42 | |
Exercise Price | $ 17,334.07 | |
Expiration | 2019-02 |
Interest Expense - Schedule of
Interest Expense - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Banking And Thrift Interest [Abstract] | |||
Cash interest expense | $ 2,531 | $ 2,397 | |
Noncash interest expense | 1,077 | 993 | |
Total interest expense | 3,608 | 3,390 | $ 3,160 |
Interest expense related to convertible promissory notes | $ 4,016 | $ 1,016 |
License Agreements - Additional
License Agreements - Additional Information (Details) | Jan. 06, 2015USD ($) | Jun. 28, 2014 | Jun. 28, 2011 | Dec. 31, 2017USD ($)shares | Aug. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Feb. 28, 2017USD ($) | Feb. 28, 2017EUR (€) | Jan. 31, 2015USD ($) | Jul. 31, 2013USD ($) | Jan. 31, 2012USD ($) | Jul. 31, 2011USD ($) | May 31, 2006USD ($) | Dec. 31, 2017USD ($)shares | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)Productshares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)$ / sharesshares |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Preferred stock, shares issued | shares | 0 | 0 | 0 | 0 | |||||||||||||||||
Additional due under the distribution agreement | $ 2,000 | ||||||||||||||||||||
Estimated fair values consideration | 15,000 | ||||||||||||||||||||
Deferred revenue | $ 9,008 | $ 9,008 | $ 9,008 | 9,008 | |||||||||||||||||
Licenses revenue | 19,905,000 | ||||||||||||||||||||
Revenues | 4,231,000 | $ 3,191,000 | $ 3,979,000 | $ 22,463,000 | 33,864,000 | ||||||||||||||||
Sanofi Research Collaboration And License Agreement | |||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Nonrefundable fees related to contract research and development milestones | $ 3,000 | $ 19,000 | |||||||||||||||||||
Research starting period | Jun. 28, 2011 | ||||||||||||||||||||
Research end period | Jun. 28, 2014 | ||||||||||||||||||||
Termination Agreement | |||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Royalty payment percentage until aggregate payments equal threshold limit | 3.00% | ||||||||||||||||||||
Aggregate royalty payment threshold amount | $ 22,000 | ||||||||||||||||||||
Royalty payment percentage reduced upon achieving aggregate payments threshold limit | 1.00% | ||||||||||||||||||||
Royalty payments term | 10 years | ||||||||||||||||||||
Estimated liability recognized for potential future royalties | $ 3,926 | ||||||||||||||||||||
Wakunaga Pharmaceutical Co., Ltd | |||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Payment of contractual obligations | $ 1,590 | ||||||||||||||||||||
Milestone payment amount due | $ 6,000 | 6,000 | |||||||||||||||||||
Milestone payment amount paid | 2,000 | 2,000 | |||||||||||||||||||
Wakunaga Pharmaceutical Co., Ltd | Accrued Liabilities | |||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Milestone payment amount due | 2,000 | 2,000 | |||||||||||||||||||
Cy Dex Pharmaceuticals Inc | |||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Milestone payment amount due | 1,500 | $ 1,500 | |||||||||||||||||||
Ligand Pharmaceuticals Incorporated | |||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Milestone payment amount paid | $ 1,500 | ||||||||||||||||||||
Menarini Agreement | |||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Licenses revenue | $ 19,905 | ||||||||||||||||||||
Reimbursement receivable in percentage for costs incurred | 50.00% | 50.00% | |||||||||||||||||||
Menarini Agreement | Development Services | |||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Revenues | 13,090 | ||||||||||||||||||||
Menarini Agreement | Cash Payments | |||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Revenues | 9,728 | ||||||||||||||||||||
Menarini Agreement | Receivables | |||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Revenues | 3,362 | ||||||||||||||||||||
Menarini Agreement | Maximum | |||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Commercial regulatory, Sales-based milestones and royalties on future sales | € | € 90,000 | ||||||||||||||||||||
Eskape Pathogen Program | |||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Estimated liability recognized for potential future royalties | $ 0 | ||||||||||||||||||||
Expected liability due to commercialization of product | $ 0 | ||||||||||||||||||||
Number of qualified products under development | Product | 0 | ||||||||||||||||||||
Non-cash interest expense related to accretion of liability | 0 | $ 0 | 350 | ||||||||||||||||||
Eskape Pathogen Program | Other Income | |||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Decrease in projected liability due to commercialization of product | $ 1,026 | ||||||||||||||||||||
Gain (loss) recognized due to commercialization of product | $ 3,971 | ||||||||||||||||||||
Series 3-B Convertible Preferred Stock Purchase Agreement | |||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Convertible Preferred stock with a fair value | 6,000 | ||||||||||||||||||||
Eurofarma Laboratorios S.A. | |||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Proceeds from distribution agreement | $ 1,000 | ||||||||||||||||||||
Eurofarma Laboratorios S.A. | Series 3-B Convertible Preferred Stock Purchase Agreement | Preferred Stock | |||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Preferred stock, shares issued | shares | 5,262,373 | ||||||||||||||||||||
Preferred stock price per Share | $ / shares | $ 2.660397 | ||||||||||||||||||||
Proceeds from stock sale | $ 14,000 | ||||||||||||||||||||
Eurofarma Amendment | |||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||
Deferred revenue | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||
Amendment to extend licensed territory for consideration | $ 1,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Total assets at fair value | $ 76,777 | $ 2,035 |
Liabilities: | ||
Total liabilities at fair value | 674 | |
Preferred Stock Warrants | ||
Liabilities: | ||
Total liabilities at fair value | 674 | |
Money Market Funds | ||
Assets: | ||
Total assets at fair value | 76,777 | 2,035 |
Level 1 Measurement | ||
Assets: | ||
Total assets at fair value | 76,777 | 2,035 |
Level 1 Measurement | Money Market Funds | ||
Assets: | ||
Total assets at fair value | $ 76,777 | 2,035 |
Level 3 | ||
Liabilities: | ||
Total liabilities at fair value | 674 | |
Level 3 | Preferred Stock Warrants | ||
Liabilities: | ||
Total liabilities at fair value | $ 674 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Assets (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Total assets at fair value, Fair Value at December 31, 2015 | $ 1,313 |
Total assets at fair value, Change in Unrealized Gains (Losses) | (1,313) |
Preferred Stock Tranche Assets | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Total assets at fair value, Fair Value at December 31, 2015 | 1,313 |
Total assets at fair value, Change in Unrealized Gains (Losses) | $ (1,313) |
Fair Value Measurements - Sum64
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Total liabilities at fair value, Fair Value at December 31, 2016 | $ (674) | $ (1,456) |
Total liabilities at fair value, Change in Unrealized Gains (Losses) | 335 | 782 |
Total liabilities at fair value, Reclassification to APIC | 339 | |
Total liabilities at fair value, Fair Value at December 31, 2017 | (674) | |
Preferred Stock Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Total liabilities at fair value, Fair Value at December 31, 2016 | (674) | (1,456) |
Total liabilities at fair value, Change in Unrealized Gains (Losses) | 335 | 782 |
Total liabilities at fair value, Reclassification to APIC | $ 339 | |
Total liabilities at fair value, Fair Value at December 31, 2017 | $ (674) |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) | Nov. 03, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jan. 31, 2014 | Nov. 30, 2012 | Mar. 31, 2016 | Jun. 30, 2013 | Nov. 30, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Temporary Equity [Line Items] | |||||||||||||||
Convertible preferred stock, outstanding | 0 | 254,591,489 | |||||||||||||
Proceeds from issuance of temporary equity, net | $ 13,625,000 | $ 82,991,000 | |||||||||||||
Issuance costs | 9,000 | 92,000 | |||||||||||||
Tranche assets, fair value | $ 2,662,000 | $ 1,313,000 | $ 2,662,000 | 1,313,000 | |||||||||||
Tranche liabilities, fair value | $ 2,043,000 | 2,043,000 | |||||||||||||
Carrying Values | $ 218,343,000 | ||||||||||||||
Other expense recognized from remeasurement of tranche liability | 839,000 | ||||||||||||||
Accumulated dividends | $ 70,584,000 | ||||||||||||||
Dividends | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Dividend accrued to holders of preferred stock rate | 8.00% | ||||||||||||||
Other Income (Expense) [Member] | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Remeasurement of tranche asset and liability, other expense | $ 1,313,000 | $ 1,889,000 | |||||||||||||
Common Stock | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Conversion of stock, shares issued | 333,574,725 | ||||||||||||||
Common Stock | Cempra, Inc. | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Conversion of stock, shares issued | 7,638,816 | ||||||||||||||
Series 1 Convertible Preferred Stock | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Convertible preferred stock, outstanding | 9,363,187 | ||||||||||||||
Changes in shares outstanding | 0 | 0 | |||||||||||||
Changes in carrying value | $ 0 | $ 0 | |||||||||||||
Carrying Values | $ 1,433,000 | ||||||||||||||
Debt conversion, shares issued | 9,363,187 | ||||||||||||||
Temporary equity, fair value | $ 1,433,000 | ||||||||||||||
Temporary equity liquidation preference price per share | $ 1.462645 | ||||||||||||||
Series 1 Convertible Preferred Stock | IPO | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity sale price per share | 9.615178 | ||||||||||||||
Series 1 Convertible Preferred Stock | Dividends | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity sale price per share | 1.462645 | ||||||||||||||
Series 2-A Convertible Preferred Stock | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Convertible preferred stock, outstanding | 25,889,329 | ||||||||||||||
Changes in shares outstanding | 0 | 0 | |||||||||||||
Changes in carrying value | $ 0 | $ 0 | |||||||||||||
Proceeds from issuance of temporary equity, net | 17,961,000 | ||||||||||||||
Issuance costs | $ 725,000 | ||||||||||||||
Temporary equity, stock issued during period, shares | 25,889,329 | ||||||||||||||
Carrying Values | $ 17,027,000 | ||||||||||||||
Temporary equity liquidation preference price per share | 0.721784 | ||||||||||||||
Series 2-B Convertible Preferred Stock | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Convertible preferred stock, outstanding | 67,628,973 | ||||||||||||||
Changes in shares outstanding | 0 | 0 | |||||||||||||
Changes in carrying value | $ 0 | $ 0 | |||||||||||||
Temporary equity sale price per share | $ 0.721784 | ||||||||||||||
Proceeds from issuance of temporary equity, net | $ 24,890,000 | $ 23,893,000 | |||||||||||||
Issuance costs | $ 23,000 | $ 7,000 | |||||||||||||
Temporary equity, stock issued during period, shares | 34,516,566 | 33,112,407 | |||||||||||||
Carrying Values | $ 49,038,000 | ||||||||||||||
Temporary equity, liquidation preference description | equal to two times the original issue price, plus any accrued but unpaid dividends. | ||||||||||||||
Temporary equity liquidation preference price per share | 0.721784 | ||||||||||||||
Series 4 Convertible Preferred Stock | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Convertible preferred stock, outstanding | 54,561,791 | 67,603,974 | 54,561,791 | ||||||||||||
Temporary equity authorized, maximum amount | $ 67,000,000 | ||||||||||||||
Temporary equity sale price per share | $ 1.044687 | ||||||||||||||
Temporary equity tranche description | two closings and an optional third closing | ||||||||||||||
Proceeds from issuance of temporary equity, net | 13,616,000 | $ 11,000,000 | $ 45,911,000 | ||||||||||||
Issuance costs | $ 9,000 | $ 89,000 | |||||||||||||
Temporary equity, stock issued during period, shares | 13,042,183 | 10,529,467 | 44,032,324 | 13,042,183 | |||||||||||
Temporary equity, option to issue additional stock maximum value | $ 10,000,000 | ||||||||||||||
Temporary equity, option to issue additional stock exercisable period | 2016-06 | ||||||||||||||
Exercise price | $ 1.044687 | ||||||||||||||
Estimated volatility rate | 72.00% | ||||||||||||||
Carrying Values | $ 60,113,000 | $ 73,729,000 | $ 60,113,000 | ||||||||||||
Temporary equity liquidation preference price per share | 1.044687 | ||||||||||||||
Series 4 Convertible Preferred Stock | IPO | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity sale price per share | 1.044687 | ||||||||||||||
Series 4 Convertible Preferred Stock | Dividends | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity sale price per share | 1.044687 | ||||||||||||||
Series 3-B Convertible Preferred Stock | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Convertible preferred stock, outstanding | 5,262,373 | 5,262,373 | 5,262,373 | ||||||||||||
Carrying Values | $ 5,991,000 | $ 5,991,000 | $ 5,991,000 | ||||||||||||
Temporary equity liquidation preference price per share | 2.660397 | ||||||||||||||
Series 3-B Convertible Preferred Stock | IPO | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity sale price per share | 2.660397 | $ 2.268401 | $ 2.268401 | $ 2.328332 | |||||||||||
Series 3-B Convertible Preferred Stock | Dividends | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity sale price per share | 2.660397 | ||||||||||||||
Series 3-B Convertible Preferred Stock | Eurofarma Agreements | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity, agreed to issue shares | 5,262,373 | ||||||||||||||
Carrying Values | $ 6,000,000 | ||||||||||||||
Series 3 Convertible Preferred Stock | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Convertible preferred stock, outstanding | 78,843,653 | 78,843,653 | 78,843,653 | ||||||||||||
Temporary equity authorized, maximum amount | $ 70,000,000 | ||||||||||||||
Temporary equity sale price per share | $ 0.887833 | ||||||||||||||
Temporary equity tranche description | three closings | ||||||||||||||
Proceeds from issuance of temporary equity, net | $ 19,998,000 | $ 14,998,000 | $ 34,940,000 | ||||||||||||
Issuance costs | $ 3,000 | $ 2,000 | $ 60,000 | ||||||||||||
Temporary equity, stock issued during period, shares | 22,526,762 | 16,895,066 | 39,421,825 | ||||||||||||
Exercise price | $ 0.887833 | ||||||||||||||
Estimated volatility rate | 50.00% | ||||||||||||||
Carrying Values | $ 71,125,000 | $ 71,125,000 | $ 71,125,000 | ||||||||||||
Temporary equity liquidation preference price per share | 0.887883 | ||||||||||||||
Series 3 Convertible Preferred Stock | IPO | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity sale price per share | 0.887883 | ||||||||||||||
Series 3 Convertible Preferred Stock | Dividends | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity sale price per share | 0.887833 | ||||||||||||||
Series 2 Convertible Preferred Stock | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity authorized, maximum amount | $ 67,500,000 | ||||||||||||||
Temporary equity sale price per share | $ 0.721784 | ||||||||||||||
Temporary equity tranche description | multiple closings | ||||||||||||||
Series 2 Convertible Preferred Stock | Dividends | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity sale price per share | 0.721784 | ||||||||||||||
Series 2-A(1) Convertible Preferred Stock | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity, stock issued during period, shares | 20,781,845 | ||||||||||||||
Series 2-A(1) Convertible Preferred Stock | IPO | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity sale price per share | 0.620239 | ||||||||||||||
Series 2-A(2) Convertible Preferred Stock | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity, stock issued during period, shares | 5,107,484 | ||||||||||||||
Series 2-A(2) Convertible Preferred Stock | IPO | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity sale price per share | 0.721784 | ||||||||||||||
Series 2-B(1) Convertible Preferred Stock | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity, stock issued during period, shares | 27,709,127 | 27,154,945 | |||||||||||||
Series 2-B(1) Convertible Preferred Stock | IPO | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity sale price per share | 0.620239 | ||||||||||||||
Series 2-B(2) Convertible Preferred Stock | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity, stock issued during period, shares | 6,807,439 | 5,957,462 | |||||||||||||
Series 2-B(2) Convertible Preferred Stock | IPO | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Temporary equity sale price per share | $ 0.721784 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Outstanding Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Temporary Equity [Line Items] | |||
Shares Designated | 255,973,814 | ||
Shares Outstanding | 0 | 254,591,489 | |
Carrying Values | $ 218,343 | ||
Liquidation Preference | $ 336,353 | ||
Series 1 Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Designated | 9,363,187 | ||
Shares Outstanding | 9,363,187 | ||
Carrying Values | $ 1,433 | ||
Liquidation Preference | $ 18,822 | ||
Series 2-A(1) Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Designated | 20,781,845 | ||
Series 2-A(2) Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Designated | 5,107,484 | ||
Total Series 2-A Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Designated | 25,889,329 | ||
Shares Outstanding | 25,889,329 | ||
Carrying Values | $ 17,027 | ||
Liquidation Preference | $ 25,683 | ||
Series 2-B(1) Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Designated | 27,709,127 | ||
Series 2-B(2) Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Designated | 39,919,846 | ||
Total Series 2-B Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Designated | 67,628,973 | ||
Shares Outstanding | 67,628,973 | ||
Carrying Values | $ 49,038 | ||
Liquidation Preference | $ 112,254 | ||
Series 3 Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Designated | 80,225,978 | ||
Shares Outstanding | 78,843,653 | 78,843,653 | |
Carrying Values | $ 71,125 | $ 71,125 | |
Liquidation Preference | $ 84,863 | ||
Series 3-B Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Designated | 5,262,373 | ||
Shares Outstanding | 5,262,373 | 5,262,373 | |
Carrying Values | $ 5,991 | $ 5,991 | |
Liquidation Preference | $ 16,326 | ||
Series 4 Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Designated | 67,603,974 | ||
Shares Outstanding | 67,603,974 | 54,561,791 | |
Carrying Values | $ 73,729 | $ 60,113 | |
Liquidation Preference | $ 78,405 |
Convertible Preferred Stock -67
Convertible Preferred Stock - Schedule of Movements in Shares Outstanding and Carrying Values of Convertible Preferred Stock (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Mar. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jan. 31, 2014 | Dec. 31, 2016 | |
Temporary Equity [Line Items] | |||||||
Convertible Preferred Stock, Shares, Balance at December 31, 2016 | 254,591,489 | ||||||
Convertible Preferred Stock, Amount, Balance at December 31, 2016 | $ 218,343 | ||||||
Series 3 Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Convertible Preferred Stock, Shares, Balance at January 1, 2016 | 78,843,653 | ||||||
Convertible Preferred Stock, Shares, Issuance of preferred stock, net of issuance costs | 22,526,762 | 16,895,066 | 39,421,825 | ||||
Convertible Preferred Stock, Shares, Balance at December 31, 2016 | 78,843,653 | 78,843,653 | |||||
Convertible Preferred Stock, Amount, Balance at January 1, 2016 | $ 71,125 | ||||||
Convertible Preferred Stock, Amount, Balance at December 31, 2016 | $ 71,125 | $ 71,125 | |||||
Series 3-B Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Convertible Preferred Stock, Shares, Balance at January 1, 2016 | 5,262,373 | ||||||
Convertible Preferred Stock, Shares, Balance at December 31, 2016 | 5,262,373 | 5,262,373 | |||||
Convertible Preferred Stock, Amount, Balance at January 1, 2016 | $ 5,991 | ||||||
Convertible Preferred Stock, Amount, Balance at December 31, 2016 | $ 5,991 | $ 5,991 | |||||
Series 4 Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Convertible Preferred Stock, Shares, Balance at January 1, 2016 | 54,561,791 | ||||||
Convertible Preferred Stock, Shares, Issuance of preferred stock, net of issuance costs | 13,042,183 | 10,529,467 | 44,032,324 | 13,042,183 | |||
Convertible Preferred Stock, Shares, Balance at December 31, 2016 | 54,561,791 | 67,603,974 | |||||
Convertible Preferred Stock, Amount, Balance at January 1, 2016 | $ 60,113 | ||||||
Convertible Preferred Stock, Amount, Issuance of preferred stock, net of issuance costs | 13,616 | ||||||
Convertible Preferred Stock, Amount, Balance at December 31, 2016 | $ 60,113 | $ 73,729 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2017USD ($)Vote$ / sharesshares | Dec. 31, 2016$ / sharesshares | |
Common Stock Number Of Shares Par Value And Other Disclosures [Abstract] | ||
Common stock, shares authorized | shares | 80,000,000 | 0 |
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 |
Common stock rights description | Each share of common stock entitles the holder to one vote on all matters submitted to a vote of our shareholders. | |
Number of vote each share of common stock | Vote | 1 | |
Dividends declared | $ | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Nov. 03, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2014 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Options for shares issued and outstanding | 2,061,059 | 2,061,059 | 2,061,059 | |||||
Purchase price of stock options | 100.00% | |||||||
Share-based compensation | $ 975,000 | $ 6,450,000 | $ 2,515,000 | $ 1,785,000 | ||||
Unrecognized stock based compensation expense | $ 9,783 | $ 9,783 | $ 9,783 | |||||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 3 years 4 months 24 days | |||||||
President and Chief Executive Officer | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares of common stock granted | 550,981 | |||||||
Common stock purchase price per share | $ 11.65 | $ 11.65 | $ 11.65 | |||||
Stock vesting period | 4 years | |||||||
Stock vesting percentage | 25.00% | |||||||
Stock plan description | after one year and then ratably monthly over the remaining 36 months | |||||||
Restricted Stock Units | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation | $ 573,000 | |||||||
Estimated fair value for the unvested stock options | $ 834,000 | |||||||
Shares vested on the date of termination | 82,000 | |||||||
Common stock issued | 62,000 | |||||||
Restricted Stock Units | Scenario Forecast | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Options shares available under the 2011 Plan | 20,000 | |||||||
Restricted Stock Units | President and Chief Executive Officer | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares of common stock granted | 183,661 | |||||||
2001 Stock Option and Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common share options avaliable for issuance, before conversion | 258 | |||||||
2006 Stock Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Options for shares issued and outstanding | 68,364 | 68,364 | 68,364 | 68,364 | ||||
Stock options, Granted | 0 | |||||||
2011 Equity Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Options for shares issued and outstanding | 745,304 | 722,713 | 722,713 | 722,713 | ||||
Maximum number of shares authorized for future issuances | 8,697,451 | 8,697,451 | 8,697,451 | |||||
Options shares available under the 2011 Plan | 1,739,490 | 751,247 | 751,247 | 751,247 | ||||
Percent of annual increase in share reserved for future issuance | 4.00% | |||||||
Fair value of options vested | $ 1,000,000 | |||||||
2011 Equity Incentive Plan | Restricted Stock Units | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares vested on the date of termination | 20,000 | |||||||
Private Melinta 2011 Equity Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common share options avaliable for issuance, before conversion | 732,499 | 732,499 | 732,499 | |||||
Options for shares issued and outstanding | 719,001 | 719,001 | 719,001 | 26,202,208 | 21,814,182 | 22,309,477 | ||
Options shares available under the 2011 Plan | 732,499 | |||||||
Number of stock option to purchase shares of common stock | 732,499 | |||||||
Shares of common stock granted | 9,150,995 | 6,202,498 | 5,942,512 | |||||
Fair value of options vested | $ 2,362,000 | $ 2,900,000 | $ 2,300,000 | $ 1,700,000 | ||||
Shares of common stock granted after conversion | 209,494 | 142,037 | ||||||
Weighted average fair value of options granted | $ 7.40 | $ 0.26 | $ 0.43 | $ 0.56 | ||||
Fair value of unvested options | $ 2,476,000 | |||||||
Unrecognized stock based compensation expense | $ 4,703 | |||||||
2006 Stock Plan And Private Melinta 2011 Equity Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Fair value of options vested | $ 2,626,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Plans - 2006 Stock Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 03, 2017 | Dec. 31, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options, Outstanding | 2,061,059 | |
Number of Options, Exercisable - December 31, 2017 | 1,101,352 | |
2006 Stock Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options, Outstanding | 68,364 | 68,364 |
Number of Options, Exercisable - December 31, 2017 | 68,364 | |
Number of Options, Vested and expected to vest at December 31, 2017 | 68,364 | |
Weighted Average Exercise Price, Outstanding | $ 10.80 | $ 10.80 |
Weighted Average Exercise Price, Exercisable - December 31, 2017 | 10.80 | |
Weighted Average Exercise Price, Vested and expected to vest at December 31, 2017 | $ 10.80 | |
Weighted Average Contractual Term (in years), Outstanding | 1 year 2 months 12 days | 1 year 1 month 6 days |
Weighted Average Contractual Term (in years), Exercisable - December 31, 2017 | 1 year 1 month 6 days | |
Weighted Average Contractual Term (in years), Vested and expected to vest at December 31, 2017 | 1 year 1 month 6 days | |
Aggregate Intrinsic Value, Outstanding | $ 342 | |
Aggregate Intrinsic Value, Exercisable - December 31, 2017 | 342 | |
Aggregate Intrinsic Value, Vested and expected to vest at December 31, 2017 | $ 342 |
Stock-Based Compensation - St71
Stock-Based Compensation - Stock Option Plans - 2011 Equity Incentive Plan (Details) $ / shares in Units, $ in Thousands | Nov. 03, 2017$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options, Outstanding - Ending Balance | 2,061,059 | |
Number of Options, Exercisable - December 31, 2017 | 1,101,352 | |
2011 Equity Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options, Outstanding - Beginning Balance | 745,304 | |
Number of Options, Exercised | (862) | |
Number of Options, Forfeited | (6,445) | |
Number of Options, Expired | (15,284) | |
Number of Options, Outstanding - Ending Balance | 745,304 | 722,713 |
Number of Options, Exercisable - December 31, 2017 | 623,975 | |
Number of Options, Vested and expected to vest at December 31, 2017 | 722,713 | |
Weighted Average Exercise Price, Outstanding - Beginning Balance | $ / shares | $ 60.02 | |
Weighted Average Exercise Price, Exercised | $ / shares | 15.63 | |
Weighted Average Exercise Price, Forfeited | $ / shares | 28 | |
Weighted Average Exercise Price, Expired | $ / shares | 64.41 | |
Weighted Average Exercise Price, Outstanding - Ending Balance | $ / shares | $ 60.02 | 60.26 |
Weighted Average Exercise Price, Exercisable - December 31, 2017 | $ / shares | 65.10 | |
Weighted Average Exercise Price, Vested and expected to vest at December 31, 2017 | $ / shares | $ 60.26 | |
Weighted Average Contractual Term (in years), Outstanding | 6 years 2 months 12 days | 3 years 10 months 24 days |
Weighted Average Contractual Term (in years), Exercisable - December 31, 2017 | 3 years 2 months 12 days | |
Weighted Average Contractual Term (in years), Vested and expected to vest at December 31, 2017 | 3 years 10 months 24 days | |
Aggregate Intrinsic Value, Outstanding | $ | $ 113 | |
Aggregate Intrinsic Value, Exercisable - December 31, 2017 | $ | 101 | |
Aggregate Intrinsic Value, Vested and expected to vest at December 31, 2017 | $ | $ 113 |
Stock-Based Compensation - St72
Stock-Based Compensation - Stock Option Plans - Private Melinta 2011 Equity Incentive Plan (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options, Outstanding - Ending Balance | 2,061,059 | |||
Number of Options, Exercisable - December 31, 2017 | 1,101,352 | |||
Private Melinta 2011 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options, Outstanding - Beginning Balance | 26,202,208 | 21,814,182 | 22,309,477 | |
Number of Options, Granted | 9,150,995 | 6,202,498 | 5,942,512 | |
Number of Options, Exercised | (131,834) | (158,427) | (934,649) | |
Number of Options, Canceled/expired | (3,987,859) | (1,656,045) | (5,503,158) | |
Number of Options, Conversion | (30,514,509) | |||
Number of Options, Outstanding - Ending Balance | 719,001 | 26,202,208 | 21,814,182 | 22,309,477 |
Number of Options, Exercisable - December 31, 2017 | 409,013 | |||
Number of Options, Vested and expected to vest at December 31, 2017 | 719,001 | |||
Weighted Average Exercise Price, Outstanding - Beginning Balance | $ 0.62 | $ 0.60 | $ 0.53 | |
Weighted Average Exercise Price, Granted | 0.48 | 0.71 | 0.84 | |
Weighted Average Exercise Price, Exercised | 0.72 | 0.41 | 0.39 | |
Weighted Average Exercise Price, Canceled/expired | 0.51 | 0.77 | 0.58 | |
Weighted Average Exercise Price, Outstanding - Ending Balance | 25.88 | $ 0.62 | $ 0.60 | $ 0.53 |
Weighted Average Exercise Price, Exercisable - December 31, 2017 | 25.99 | |||
Weighted Average Exercise Price, Vested and expected to vest at December 31, 2017 | $ 25.88 | |||
Weighted Average Contractual Term (in years), Outstanding | 7 years | 7 years 10 months 24 days | 8 years 6 months | 9 years 1 month 6 days |
Weighted Average Contractual Term (in years), Exercisable - December 31, 2017 | 5 years 7 months 6 days | |||
Weighted Average Contractual Term (in years), Vested and expected to vest at December 31, 2017 | 7 years |
Stock-Based Compensation - St73
Stock-Based Compensation - Stock Option Plans - Private Melinta 2011 Equity Incentive Plan (Parenthetical) (Details) | Nov. 03, 2017 |
Private Melinta 2011 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock options, conversion ratio | 0.0229 |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Options, Outstanding | 2,061,059 |
Number of Options, Exercisable - December 31, 2017 | 1,101,352 |
Exercise Price $10.45 - $15.75 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise price range lower range limit | $ / shares | $ 10.45 |
Exercise price range upper range limit | $ / shares | $ 15.75 |
Number of Options, Outstanding | 878,108 |
Weighted Average Remaining Contractual Term (in years), Outstanding | 7 years 8 months 12 days |
Number of Options, Exercisable - December 31, 2017 | 244,309 |
Weighted Average Remaining Contractual Term (in years), Exercisable | 2 years 6 months |
Exercise Price $17.04 - $27.52 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise price range lower range limit | $ / shares | $ 17.04 |
Exercise price range upper range limit | $ / shares | $ 27.52 |
Number of Options, Outstanding | 543,487 |
Weighted Average Remaining Contractual Term (in years), Outstanding | 6 years 10 months 24 days |
Number of Options, Exercisable - December 31, 2017 | 310,791 |
Weighted Average Remaining Contractual Term (in years), Exercisable | 5 years 1 month 6 days |
Exercise Price $33.15 - $61.90 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise price range lower range limit | $ / shares | $ 33.15 |
Exercise price range upper range limit | $ / shares | $ 61.90 |
Number of Options, Outstanding | 349,111 |
Weighted Average Remaining Contractual Term (in years), Outstanding | 5 years 7 months 6 days |
Number of Options, Exercisable - December 31, 2017 | 267,333 |
Weighted Average Remaining Contractual Term (in years), Exercisable | 5 years |
Exercise Price $63.95 - $96.25 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise price range lower range limit | $ / shares | $ 63.95 |
Exercise price range upper range limit | $ / shares | $ 96.25 |
Number of Options, Outstanding | 97,063 |
Weighted Average Remaining Contractual Term (in years), Outstanding | 2 years 4 months 24 days |
Number of Options, Exercisable - December 31, 2017 | 94,279 |
Weighted Average Remaining Contractual Term (in years), Exercisable | 2 years 2 months 12 days |
Exercise Price $113.85 - $217.15 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise price range lower range limit | $ / shares | $ 113.85 |
Exercise price range upper range limit | $ / shares | $ 217.15 |
Number of Options, Outstanding | 193,290 |
Weighted Average Remaining Contractual Term (in years), Outstanding | 3 years 4 months 24 days |
Number of Options, Exercisable - December 31, 2017 | 184,640 |
Weighted Average Remaining Contractual Term (in years), Exercisable | 3 years 2 months 12 days |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Value Outstanding Unvested Stock Option Grants (Details) - Private Melinta 2011 Equity Incentive Plan | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 1.50% | 2.30% | |
Risk free interest rate, minimum | 1.80% | ||
Risk free interest rate, maximum | 2.10% | ||
Weighted-average volatility | 67.10% | 75.00% | |
Expected term - employee awards (in years) | 6 years | 6 years | |
Forfeiture rate | 7.00% | ||
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-average volatility | 87.50% | ||
Expected term - employee awards (in years) | 3 years 1 month 6 days | ||
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-average volatility | 108.10% | ||
Expected term - employee awards (in years) | 6 years 1 month 6 days |
Stock-Based Compensation - As76
Stock-Based Compensation - Assumptions Value Outstanding Vested Stock Option Grants (Details) - 2006 Stock Plan And 2011 Equity Incentive Plan | Nov. 03, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk free interest rate, minimum | 1.20% |
Risk free interest rate, maximum | 2.00% |
Forfeiture rate | 0.00% |
Dividend yield | 0.00% |
Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted-average volatility | 51.00% |
Expected term - employee awards (in years) | 2 months 12 days |
Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted-average volatility | 147.40% |
Expected term - employee awards (in years) | 5 years 7 months 6 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of RSUs Activity (Details) - Restricted Stock Units - $ / shares | 2 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Shares vested on the date of termination | 82,000 | |
2011 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Number of Restricted Stock Units Outsatnding Balance - November 3, 2017 | 202,000 | |
Number of Restricted Stock Units Outstanding, Vested and Issued | (62,000) | |
Number of Restricted Stock Units Outstanding, Forfeited | (3,000) | |
Number of Restricted Stock Units Outstanding, Balance - December 31, 2017 | 137,000 | 137,000 |
Shares vested on the date of termination | 20,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Merger-Date Fair Value [Abstract] | ||
Weighted Average Merger-Date Fair Value, Balance - November 30, 2017 | $ 11.65 | |
Weighted Average Merger-Date Fair Value, Vested | 11.65 | |
Weighted Average Merger-Date Fair Value, Forfeited | 11.65 | |
Weighted Average Merger-Date Fair Value, Balance - December 31, 2017 | $ 11.65 | $ 11.65 |
Stock-Based Compensation - St78
Stock-Based Compensation - Stock-Based Compensation Reported in Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | $ 975 | $ 6,450 | $ 2,515 | $ 1,785 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | 651 | 1,169 | 787 | |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | $ 5,799 | $ 1,346 | $ 998 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) From Continuing Operations (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Federal: | |
Federal income tax expense (benefit) | $ 1,706 |
State: | |
Current | (103) |
State income tax expense (benefit) | (103) |
Total | $ (103) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal Statutory rate | 34.00% | 34.00% |
State income taxes, net of federal income tax benefit | 0.20% | 5.00% |
Bargain purchase gain | 15.90% | |
Transaction cost | (2.30%) | |
Interest expense | (2.30%) | |
Impact of change in fair value of tranche assets and liabilities | 0.20% | (0.30%) |
Other permanent differences | (0.20%) | |
Federal tax rate change | (75.30%) | |
Change in valuation allowance | 28.00% | (41.00%) |
Research and development tax credits | 3.30% | 2.20% |
Other | (1.30%) | 0.10% |
Effective income tax rate | 0.20% | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 03, 2017 | |
Income Tax Contingency [Line Items] | |||||
Deferred tax assets, net | $ 107,688 | ||||
Valuation allowance | $ 209,994 | $ 209,994 | $ 118,821 | $ 107,688 | |
Federal Statutory rate | 34.00% | 34.00% | |||
Additional income tax expense | 44,438 | ||||
Change in valuation allowance due to impact of the act | 44,438 | ||||
Increase (decrease) in Valuation Allowance | $ 27,923 | $ 30,341 | |||
Percentage of minimum ownership income tax | 50.00% | ||||
Ownership income tax period | 3 years | ||||
Tax credit carry forward | 23,218 | $ 23,218 | |||
Federal net operating loss carryforwards | 149,879 | $ 149,879 | |||
Tax credit carryforwards, expires | 2,021 | ||||
Federal net operating loss carryforwards, expires | 2,020 | ||||
State net operating loss carryforwards | 22,601 | $ 22,601 | |||
Federal tax benefits, net | $ 1,706 | ||||
Operating loss carryforwards, expires | 2,020 | ||||
Cempra, Inc. | |||||
Income Tax Contingency [Line Items] | |||||
Valuation allowance | $ 107,688 | $ 107,688 | |||
Melinta Therapeutics, Inc. | |||||
Income Tax Contingency [Line Items] | |||||
Increase (decrease) in Valuation Allowance | $ (16,515) | ||||
Scenario Plan | |||||
Income Tax Contingency [Line Items] | |||||
Federal Statutory rate | 21.00% |
Income Taxes - Schedule of Temp
Income Taxes - Schedule of Temporary Difference and Net Operating Losses to Significant Portions of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Nov. 03, 2017 | Dec. 31, 2016 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 172,481 | $ 106,826 | |
Tax credit carryforwards | 24,924 | 7,386 | |
Deferred revenue | 3,364 | ||
Fixed assets | 593 | 1,051 | |
Stock compensation expense | 2,503 | 2,406 | |
Intangibles | 3,978 | 1,008 | |
Others | 2,151 | 144 | |
Total deferred tax assets | 209,994 | 118,821 | |
Less valuation allowance | $ (209,994) | $ (107,688) | $ (118,821) |
Net deferred tax assets | $ 107,688 |
Income Taxes - Jurisdictions th
Income Taxes - Jurisdictions the Company Remains Subject to Tax Examinations (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Minimum | U.S. Federal | |
Income Tax Contingency [Line Items] | |
U.S. Federal | 2,014 |
Minimum | U.S. State | |
Income Tax Contingency [Line Items] | |
U.S. Federal | 2,014 |
Maximum | U.S. Federal | |
Income Tax Contingency [Line Items] | |
U.S. Federal | 2,016 |
Maximum | U.S. State | |
Income Tax Contingency [Line Items] | |
U.S. Federal | 2,016 |
State Tax Exchange Credit - Add
State Tax Exchange Credit - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Tax Credit Carryforward [Line Items] | ||
Recognized net tax benefits | $ 103 | |
Research and Development Tax Credit Carryforwards | ||
Tax Credit Carryforward [Line Items] | ||
Research and development tax credit carryforwards exchange for cash, percentage | 65.00% | |
Recognized net tax benefits | $ 105 | $ 160 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Jul. 06, 2017Lawsuit | Aug. 31, 2014USD ($) | Dec. 31, 2017USD ($)Segment | Jul. 31, 2017USD ($) | Jun. 30, 2017USD ($) | May 31, 2017USD ($) | Mar. 31, 2017USD ($) | Feb. 28, 2017USD ($) | Oct. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Jan. 31, 2016USD ($) | Mar. 31, 2015USD ($) | May 31, 2013USD ($) | Jul. 31, 2012USD ($) | Jan. 31, 2011USD ($) | Nov. 30, 2010 | Jul. 31, 2010USD ($) | May 31, 2006 | Mar. 31, 2005USD ($) | Dec. 31, 2001USD ($)Productshares | Jun. 30, 2012USD ($) | Dec. 31, 2017USD ($)SegmentProductLawsuit | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($)Segment | Dec. 31, 2017USD ($)Segment | Jun. 30, 2018USD ($) | Nov. 03, 2017USD ($) | Feb. 29, 2016USD ($) |
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Rent expense under operating leases for facilities and equipment | $ 907,000 | $ 690,000 | |||||||||||||||||||||||||||
Deferred revenue | $ 10,008,000 | 10,008,000 | $ 9,008,000 | $ 10,008,000 | $ 10,008,000 | ||||||||||||||||||||||||
Attorneys’ fees | 263,000 | ||||||||||||||||||||||||||||
Accrued settlement | $ 263,000 | ||||||||||||||||||||||||||||
Securities Class Action | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Lawsuit commencement date | Nov. 4, 2016 | ||||||||||||||||||||||||||||
Lawsuit action domicile | United States District Court, Middle District of North Carolina, Durham Division | ||||||||||||||||||||||||||||
Name of defendant | Cempra’s officers | ||||||||||||||||||||||||||||
Allegations in the class period | between July 7, 2015 and November 4, 2016 | ||||||||||||||||||||||||||||
Loss contingency, actions determined by court | Plaintiff seeks to represent a class comprised of purchasers of Cempra’s common stock during the Class Period and seeks damages, costs and expenses and such other relief as determined by the court. | ||||||||||||||||||||||||||||
Number of lawsuits filed | Lawsuit | 2 | ||||||||||||||||||||||||||||
Lawsuit filing date | November 22, 2016 and December 30, 2016 | ||||||||||||||||||||||||||||
Lawsuit description | Two substantially similar lawsuits were filed in the United States District Court, Middle District of North Carolina on November 22, 2016 and December 30, 2016, respectively. | ||||||||||||||||||||||||||||
Number of lawsuits consolidated | Lawsuit | 3 | ||||||||||||||||||||||||||||
Shareholder Derivative | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Lawsuit commencement date | Dec. 21, 2016 | ||||||||||||||||||||||||||||
Lawsuit action domicile | North Carolina Durham County Superior Court | ||||||||||||||||||||||||||||
Name of defendant | Cempra’s former and current officers and directors | ||||||||||||||||||||||||||||
Shareholder Derivative | Pending Litigation | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Lawsuit commencement date | Jul. 31, 2017 | ||||||||||||||||||||||||||||
Lawsuit action domicile | Court of Chancery of the State of Delaware | ||||||||||||||||||||||||||||
Name of defendant | Cempra’s former and current officers and directors | ||||||||||||||||||||||||||||
Lawsuit filing date | October 23, 2017 | ||||||||||||||||||||||||||||
Legal Proceedings Case Four | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Lawsuit commencement date | Sep. 15, 2017 | ||||||||||||||||||||||||||||
Lawsuit action domicile | United States District Court for the Middle District of North Carolina, Durham Division | ||||||||||||||||||||||||||||
Name of defendant | Cempra’s former and current officers and directors | ||||||||||||||||||||||||||||
Legal Proceedings Case Five | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Lawsuit action domicile | United States District Court for the Middle District of North Carolina | ||||||||||||||||||||||||||||
Lawsuit filing date | September 27, 2017 | ||||||||||||||||||||||||||||
Legal Proceedings Case Six | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Lawsuit action domicile | United States District Court for the Middle District of North Carolina | ||||||||||||||||||||||||||||
Lawsuit filing date | October 6, 2017 | ||||||||||||||||||||||||||||
Cempra, Inc. | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Fair value adjustments upon assuming agreement | 5,330,000 | $ 5,330,000 | 5,330,000 | 5,330,000 | $ 5,330,000 | ||||||||||||||||||||||||
Yale University (“Yale”) | License Agreements with Future Payments | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Common shares issued in exchange for license | shares | 61 | ||||||||||||||||||||||||||||
Fair value of common shares issued | $ 35,000 | ||||||||||||||||||||||||||||
License fees paid | $ 15,000 | ||||||||||||||||||||||||||||
Number of products developed | Product | 3 | ||||||||||||||||||||||||||||
License agreement termination notice period for the company | 60 days | ||||||||||||||||||||||||||||
License agreement termination notice period for Yale university | 90 days | ||||||||||||||||||||||||||||
Yale University (“Yale”) | Maximum | License Agreements with Future Payments | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Payments for license agreement | $ 900,000 | ||||||||||||||||||||||||||||
Medical Research Council (“MRC”) | License Agreements with Future Payments | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
License fees paid | $ 10,000 | ||||||||||||||||||||||||||||
License agreement termination period | 30 days | ||||||||||||||||||||||||||||
Medical Research Council (“MRC”) | License Agreements with Future Payments | Pharmaceutical Product | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Milestone payment owed upon FDA approval | $ 610,000 | ||||||||||||||||||||||||||||
Medical Research Council (“MRC”) | License Agreements with Future Payments | Diagnostic Product | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Milestone payment owed upon FDA approval | $ 100,000 | ||||||||||||||||||||||||||||
Wakunaga Pharmaceutical Co., Ltd | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Milestone payment paid | 2,000 | $ 2,000 | |||||||||||||||||||||||||||
Milestone payment owed upon FDA approval | 6,000 | ||||||||||||||||||||||||||||
Wakunaga Pharmaceutical Co., Ltd | License Agreements with Future Payments | Baxdela | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
License agreement termination notice period for the company | 6 months | ||||||||||||||||||||||||||||
Milestone payment paid | 4,000,000 | ||||||||||||||||||||||||||||
Milestone payment owed upon FDA approval | 6,000,000 | ||||||||||||||||||||||||||||
Nonrefundable payments | 9,600,000 | ||||||||||||||||||||||||||||
Wakunaga Pharmaceutical Co., Ltd | License Agreements with Future Payments | Baxdela | Scenario Forecast | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Milestone payment owed upon FDA approval | $ 2,000,000 | ||||||||||||||||||||||||||||
Wakunaga Pharmaceutical Co., Ltd | Maximum | License Agreements with Future Payments | Baxdela | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Potential additional future payments upon achievement of development and regulatory milestones | $ 9,000,000 | ||||||||||||||||||||||||||||
CyDex Pharmaceuticals Inc | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Milestone payment owed upon FDA approval | $ 1,500 | ||||||||||||||||||||||||||||
CyDex Pharmaceuticals Inc | License Agreements with Future Payments | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
License agreement termination notice period for the company | 90 days | ||||||||||||||||||||||||||||
Milestone payment paid | $ 1,500,000 | $ 1,500,000 | $ 500,000 | $ 150,000 | |||||||||||||||||||||||||
Nonrefundable payments | 300,000 | ||||||||||||||||||||||||||||
CyDex Pharmaceuticals Inc | Maximum | License Agreements with Future Payments | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Potential additional future payments upon achievement of development and regulatory milestones | 600,000 | 600,000 | 600,000 | 600,000 | |||||||||||||||||||||||||
Contract Research Organization | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Milestone payment paid | $ 450,000 | $ 900,000 | |||||||||||||||||||||||||||
Reimbursement of certain development expenses | 117,000 | 117,000 | 117,000 | 117,000 | |||||||||||||||||||||||||
Contract Research Organization | Maximum | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Reimbursement of certain development expenses | 250,000 | $ 250,000 | 250,000 | 250,000 | |||||||||||||||||||||||||
The Scripps Research Institute | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Royalty payment based on annual net sales description | Under the terms of the agreement, we 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 | $ 350,000,000 | ||||||||||||||||||||||||||||
Eligible milestone payment | $ 1,100,000 | ||||||||||||||||||||||||||||
The Scripps Research Institute | First Three Years | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Annual maintenance fees | 50,000,000 | ||||||||||||||||||||||||||||
The Scripps Research Institute | Fourth Through Six Years | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Annual maintenance fees | 85,000,000 | ||||||||||||||||||||||||||||
Biomedical Advanced Research and Development Authority | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Value of cost plus fixed fee development contract with base performance segment | $ 18,700,000 | $ 18,700,000 | $ 18,700,000 | $ 18,700,000 | |||||||||||||||||||||||||
Number of option work segments | Segment | 4 | 4 | 4 | 4 | |||||||||||||||||||||||||
Cumulative value of cost plus fixed fee development contract with base performance segment of four option work segments | $ 68,200,000 | $ 68,200,000 | $ 68,200,000 | $ 68,200,000 | |||||||||||||||||||||||||
Number of options under cost plus fixed fee arrangements | Segment | 3 | ||||||||||||||||||||||||||||
Number of options under cost sharing arrangement without fixed fee | Segment | 1 | ||||||||||||||||||||||||||||
Estimated period of performance for the base performance segment | 2018-05 | ||||||||||||||||||||||||||||
Aggregate milestone payments receivable under license agreement | 2013-05 | ||||||||||||||||||||||||||||
Estimated period of performance for the base performance segment ending date | 2016-02 | ||||||||||||||||||||||||||||
Biomedical Advanced Research and Development Authority | Second Option Work | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Value of cost plus fixed fee development contract with base performance segment | 16,000,000 | $ 16,000,000 | 16,000,000 | 16,000,000 | |||||||||||||||||||||||||
Aggregate milestone payments receivable under license agreement | 2014-11 | ||||||||||||||||||||||||||||
Estimated period of performance for the base performance segment ending date | 2017-04 | ||||||||||||||||||||||||||||
Biomedical Advanced Research and Development Authority | Third Option Work | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Value of cost plus fixed fee development contract with base performance segment | 33,500,000 | $ 33,500,000 | 33,500,000 | 33,500,000 | $ 25,500,000 | ||||||||||||||||||||||||
Increase in value of cost plus fixed fee development contract with base performance segment | $ 8,000,000 | ||||||||||||||||||||||||||||
Toyama Chemical | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Supply agreement date | May 31, 2013 | ||||||||||||||||||||||||||||
Deferred revenue | 10,000,000 | ||||||||||||||||||||||||||||
Aggregate milestone payments | $ 60,000,000 | ||||||||||||||||||||||||||||
Milestone payment amount received | $ 10,000,000 | $ 10,000,000 | |||||||||||||||||||||||||||
Milestone payment recognized as revenue | $ 10,000,000 | ||||||||||||||||||||||||||||
License agreement covenant royalties receivable period after product launch | 15 years | ||||||||||||||||||||||||||||
FUJIFILM Finechemicals Co., Ltd. | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Aggregate milestone payments | $ 80,000,000 | ||||||||||||||||||||||||||||
Manufacturing and supply agreement date | Jan. 31, 2016 | ||||||||||||||||||||||||||||
Aggregate initial term of agreement | Dec. 16, 2025 | ||||||||||||||||||||||||||||
Aggregate penalties cost | $ 17,500,000 | ||||||||||||||||||||||||||||
Fleet Agreement | Automotive Rentals, Inc. (“ARI”) | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Lease agreement term under the fleet agreement | 4 years | ||||||||||||||||||||||||||||
Annual minimum lease payments for vehicles | 111,000 | $ 111,000 | 111,000 | 111,000 | |||||||||||||||||||||||||
Vehicles lease description | We have determined that these vehicle leases are operating leases under current U. S. GAAP because (i) we have no right to purchase the vehicles at any time, (ii) the future minimum lease payments are less than 90% of the fair value of the vehicles at the time of lease and (iii) our use of the vehicles does not exceed 75% of the vehicles useful lives. | ||||||||||||||||||||||||||||
Fleet Agreement | Automotive Rentals, Inc. (“ARI”) | Maximum | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Percentage of future minimum lease payments | 90.00% | ||||||||||||||||||||||||||||
Percentage of maximum use of vehicles | 75.00% | ||||||||||||||||||||||||||||
Fleet Agreement | Automotive Rentals, Inc. (“ARI”) | Letter of Credit | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Issuance of letter of credit | $ 200,000 | ||||||||||||||||||||||||||||
Frequency of renewal for letter of credit | auto-renews annually | ||||||||||||||||||||||||||||
License and collaboration agreement with Menarini | Wakunaga Pharmaceutical Co., Ltd | License Agreements with Future Payments | Baxdela | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Milestone payment paid | $ 1,590,000 | ||||||||||||||||||||||||||||
Collaborative Arrangement | Optimer Pharmaceuticals Inc | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
License agreement termination notice period for the company | 30 days | ||||||||||||||||||||||||||||
Milestone payment paid | $ 1,000,000 | $ 500,000 | |||||||||||||||||||||||||||
Milestone payment owed upon FDA approval | 9,500,000 | $ 9,500,000 | 9,500,000 | 9,500,000 | |||||||||||||||||||||||||
Aggregate amount of milestone payment | 27,500,000 | $ 27,500,000 | 27,500,000 | 27,500,000 | |||||||||||||||||||||||||
Number of products required to be developed through FDA approval | Product | 4 | ||||||||||||||||||||||||||||
Royalty payment based on annual net sales description | We are also obligated to make tiered, mid-single-digit royalty payments to Optimer based on annual net sales of licensed products outside the ASEAN countries, which royalties are subject to reduction in the event additional licenses are obtained from third parties in order to practice our rights under the agreement and/or we are required to grant a compulsory license to a third party. | ||||||||||||||||||||||||||||
Milestone payments receivable | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||||||||
Agreement description | Subject to certain exceptions, on a country-by-country and product-by-product basis, a party’s rights and obligations under the agreement continue until the later of: (i) the expiration of the last to expire patent rights of a covered product in the applicable country or (ii) ten years from the first commercial sale of a covered product in the applicable country. | ||||||||||||||||||||||||||||
Term of rights and obligations under agreement from first commercial sale | 10 years | ||||||||||||||||||||||||||||
Agreement termination term | Either party may terminate the agreement (i) in the event of a material breach by the other party, subject to prior notice and the opportunity to cure, (ii) in the event the other party fails to use diligent efforts to develop and commercialize products in its respective territory, or if the other party makes a determination not to develop and commercialize at least one product under the agreement, or (iii) in the event of the other party’s bankruptcy. In the case of these terminations, the terminating party can elect that all licenses granted by the other party survive, subject to continuing royalty, payment and other obligations. Additionally, either party may terminate the agreement for any reason upon 30 days’ prior written notice, in which case the non-terminating party can elect that all licenses granted by the other party survive, subject to continuing royalty, payment, and other obligations. | ||||||||||||||||||||||||||||
300 George Street, New Haven, Connecticut. | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Lease expiration month and year | 2021-08 | ||||||||||||||||||||||||||||
300 Tri-State International, Lincolnshire, Illinois. | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Lease expiration month and year | 2022-03 | ||||||||||||||||||||||||||||
6320 Quadrangle Drive, Chapel Hill, North Carolina. | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Lease expiration month and year | 2021-03 |
Commitments and Contingencies86
Commitments and Contingencies - Schedule of Minimum Operating Lease Payments under Non-cancelable Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,018 | $ 1,704 |
2,019 | 1,450 |
2,020 | 1,260 |
2,021 | 770 |
2022 and thereafter | 132 |
Total future minimum payments | $ 5,316 |
Commitments and Contingencies87
Commitments and Contingencies - Schedule of Minimum Operating Lease Payments under Non-cancelable Leases (Parenthetical) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Minimum sublease rentals | $ 387 |
Benefit Plan - Additional Infor
Benefit Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
401(k) Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Matching contributions | $ 475 | $ 306 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Aug. 31, 2015 | |
Related Party Transaction [Line Items] | ||||
Upfront payments received | $ 10,008,000 | $ 9,008,000 | ||
Convertible promissory notes outstanding | 0 | |||
Dr. Jorgensen's Company | License Fees [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total fees paid | 40,000 | 43,000 | ||
Dr. Thomas Koestler | ||||
Related Party Transaction [Line Items] | ||||
Compensation to chairman | $ 126,000 | $ 150,000 | ||
Shares issued | 1,669 | 18,207 | ||
Exercise price per share | $ 20.97 | $ 38 | ||
Stock based compensation | $ 151,000 | |||
Malin Life Sciences Holdings Limited | Supply And Distribution Agreement | ||||
Related Party Transaction [Line Items] | ||||
Upfront payments received | $ 0 | |||
Upfront payments paid | $ 0 |
Selected Quarterly Data (Unau90
Selected Quarterly Data (Unaudited) - Summary of Selected Quarterly Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 4,231 | $ 3,191 | $ 3,979 | $ 22,463 | $ 33,864 | ||||||
Operating expenses | |||||||||||
Research and development | 11,599 | 10,884 | 14,075 | 12,917 | $ 16,302 | $ 9,888 | $ 9,847 | $ 13,754 | 49,475 | $ 49,791 | $ 62,788 |
Selling, general and administrative | 37,349 | 10,304 | 7,699 | 7,973 | 4,586 | 4,114 | 4,951 | 5,759 | 63,325 | 19,410 | 14,159 |
Loss from operations | (44,717) | (17,997) | (17,795) | 1,573 | (20,888) | (14,002) | (14,798) | (19,513) | (78,936) | (69,201) | (76,947) |
Total Other (Income) Expense, net | (25,937) | 1,639 | 2,631 | 1,647 | 1,494 | 664 | 771 | 1,802 | (20,020) | 4,731 | 1,729 |
Net loss | (18,780) | (19,636) | (20,426) | (74) | (22,382) | (14,666) | (15,569) | (21,315) | (58,916) | (73,932) | (78,676) |
Accretion of preferred dividends | (2,098) | (5,720) | (5,721) | (5,720) | (5,334) | (5,335) | (5,332) | (5,116) | |||
Net loss available to common shareholders | $ (20,878) | $ (25,356) | $ (26,147) | $ (5,794) | $ (27,716) | $ (20,001) | $ (20,901) | $ (26,431) | $ (78,175) | $ (95,049) | $ (94,924) |
Net loss per share - basic and diluted | $ (1.48) | $ (857.35) | $ (884.09) | $ (208.16) | $ (1,186.17) | $ (870.67) | $ (909.85) | $ (1,150.42) | $ (21.86) | $ (4,119.67) | $ (26,171.49) |
Basic and diluted weighted average shares outstanding | 14,104,689,000 | 29,575,000 | 29,575,000 | 27,835,000 | 23,366,000 | 22,972,000 | 22,972,000 | 22,975,000 | 3,576,846 | 23,072 | 3,627 |
Acquisition of the Infectious91
Acquisition of the Infectious Disease Business of Medicines - Additional Information (Details) - IDB | Nov. 28, 2017USD ($)ProductInstallmentMilestone$ / sharesshares | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | ||
Business combination date of agreement | Nov. 28, 2017 | |
Business acquired from Medicines Company, effective date of acquired | Jan. 5, 2018 | |
Expenses incurred related to legal and other services | $ 2,600,000 | |
Number of antibiotic products | Product | 3 | |
Business combination, cash payment | $ 165,000,000 | |
Business combination, issuance of common of shares | shares | 3,313,702 | |
Business combination, issuance of common shares amount | $ 50,000,000 | |
Business combination, share price | $ / shares | $ 15.08886 | |
Percentage of weighted average price of common stock | 90.00% | |
Volume weighted average trading price of common stock trading days | 10 days | |
Number of installment | Installment | 2 | |
Cash and cash equivalents | $ 165,000,000 | |
Common stock of Melinta | $ 54,510,000 | |
Number of milestone payments | Milestone | 2 | |
Proceeds from additional equity financing | $ 40,000,000 | |
Deerfield | Revolver | ||
Business Acquisition [Line Items] | ||
Line credit maximum borrowing capacity | $ 20,000,000 | |
Line of credit facility, beginning date for prepayment with prepayment penalties | 2021-01 | |
Debt instrument interest rate, description | The Credit Facility allows for prepayment beginning in January 2021, with prepayment penalties equal to 2% plus a percentage of annual interest at the time of prepayment | |
Line of credit facility, percentage of prepayment penalty | 2.00% | |
Deerfield | Revolver | Minimum | ||
Business Acquisition [Line Items] | ||
Line of credit facility, percentage of annual interest at the time of prepayment | 25.00% | |
Deerfield | Revolver | Maximum | ||
Business Acquisition [Line Items] | ||
Line of credit facility, percentage of annual interest at the time of prepayment | 75.00% | |
Deerfield | Credit Facility | ||
Business Acquisition [Line Items] | ||
Line credit maximum borrowing capacity | $ 240,000,000 | |
Debt instrument term | 6 years | |
Debt instrument, initial disbursement | $ 147,774,000 | |
Debt instrument, shares purchased | shares | 3,127,846 | |
Debt instrument, shares purchased amount | $ 42,226,000 | |
Initial financing | $ 190,000,000 | |
Debt instrument stated percentage | 11.75% | |
Debt financing | $ 50,000,000 | |
Debt instrument additional borrowing interest percentage | 14.75% | |
Debt instrument, warrants purchased | shares | 3,792,868 | |
Percentage of common stock closing price | 110.00% | |
Debt instrument, purchase price per share | $ / shares | $ 16.50 | |
Closing price date of common stock | Nov. 28, 2017 | |
Twelve Month Anniversaries | ||
Business Acquisition [Line Items] | ||
Business combination, cash payment | $ 25,000,000 | |
Eighteen Month Anniversaries | ||
Business Acquisition [Line Items] | ||
Business combination, cash payment | 25,000,000 | |
Milestone Payment Due on January 2019 | ||
Business Acquisition [Line Items] | ||
Present value of milestone payment | 25,000,000 | |
Milestone Payment Due on July 2019 | ||
Business Acquisition [Line Items] | ||
Present value of milestone payment | $ 25,000,000 |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 2,441,286 | 6,461,882 | 6,062,731 |
Convertible Preferred Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 5,830,145 | 5,531,479 | |
Options to Purchase Common Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 2,061,059 | 600,035 | 499,550 |
Preferred Stock Warrants | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 31,655 | 31,655 | |
Unvested Restricted Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 320,661 | ||
Common Stock Warrants | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 59,566 | 47 | 47 |
Severance - Additional Informat
Severance - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Restructuring Cost And Reserve [Line Items] | ||
Prior termination bonus accrual | $ 275 | $ 275 |
Pre-merger liability and bonus accruals related to termination of employees | 769 | |
Cash payments made for pre and postemployment benefits | 431 | |
Postemployment benefits included in accrued expenses or long-term liabilities, depending on timing of payments | 6,721 | 6,721 |
Postemployment benefits, net present value discount | 248 | 248 |
Postemployment Benefits | ||
Restructuring Cost And Reserve [Line Items] | ||
Postemployment benefits, expected to pay in 2018 | 5,503 | 5,503 |
Postemployment benefits, expected to pay in 2019 | 1,466 | $ 1,466 |
Postemployment Benefits | Non-executives | ||
Restructuring Cost And Reserve [Line Items] | ||
Postemployment benefits for individuals include continued salary and benefits for period of time | 6 months | |
Postemployment Benefits | Executives | ||
Restructuring Cost And Reserve [Line Items] | ||
Postemployment benefits for individuals include continued salary and benefits for period of time | 18 months | |
Postemployment Benefits | CEO | ||
Restructuring Cost And Reserve [Line Items] | ||
Postemployment benefits for individuals include continued salary and benefits for period of time | 24 months | |
Cempra, Inc. | ||
Restructuring Cost And Reserve [Line Items] | ||
Merger agreement closing date | Nov. 3, 2017 | |
Cempra, Inc. | Employee Severance | ||
Restructuring Cost And Reserve [Line Items] | ||
Severance-related costs recognized in connection with merger with Cempra | 6,108 | |
Change in Control Severance Agreements, effective date | 2017-06 | |
Merger agreement closing date | Nov. 3, 2017 | |
Cempra, Inc. | Employee Severance | Equity Awards | ||
Restructuring Cost And Reserve [Line Items] | ||
Expense related to acceleration of equity awards | $ 1,547 |