Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 29, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Edge Therapeutics, Inc. | ||
Entity Central Index Key | 1,472,091 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 28,813,220 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 130,189,421 | $ 13,728,972 |
Prepaid expenses and other current assets | 1,081,084 | 212,981 |
Deferred issuance costs | 0 | 1,405,396 |
Total current assets | 131,270,505 | 15,347,349 |
Property and equipment, net | 2,766,992 | 1,443,982 |
Other assets | 55,161 | 55,161 |
Total assets | 134,092,658 | 16,846,492 |
Current liabilities: | ||
Accounts payable | 2,584,249 | 2,045,782 |
Accrued expenses | 3,734,348 | 1,582,162 |
Short term debt | 2,271,111 | 265,265 |
Total current liabilities | 8,589,708 | 3,893,209 |
Noncurrent liability: | ||
Warrant liability | 0 | 1,671,106 |
Long term debt | 3,025,423 | 2,327,515 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock, $0.00033 par value, 75,000,000 shares and 35,000,000 shares authorized at December 31, 2015 and 2014, respectively, 28,810,845 shares and 1,688,475 shares issued and outstanding at December 31, 2015 and 2014, respectively | 9,720 | 770 |
Additional paid-in capital | 184,721,777 | 1,984,399 |
Accumulated deficit | (62,253,970) | (29,818,916) |
Total stockholders' equity (deficit) | 122,477,527 | (27,833,747) |
Total liabilities and stockholders' equity (deficit) | 134,092,658 | 16,846,492 |
Convertible Preferred Stock - Series C-1 [Member] | ||
Convertible preferred stock | ||
Preferred stock | 0 | 14,660,944 |
Convertible Preferred Stock - Series C [Member] | ||
Convertible preferred stock | ||
Preferred stock | 0 | 17,861,076 |
Convertible Preferred Stock - Series B-1 [Member] | ||
Convertible preferred stock | ||
Preferred stock | 0 | 477,191 |
Convertible Preferred Stock - Series B [Member] | ||
Convertible preferred stock | ||
Preferred stock | 0 | 2,991,979 |
Convertible Preferred Stock - Series A [Member] | ||
Convertible preferred stock | ||
Preferred stock | $ 0 | $ 797,219 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Convertible preferred stock | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | 17,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock, par value (in dollars per share) | $ 0.00033 | $ 0.00033 |
Common stock, shares authorized (in shares) | 75,000,000 | 35,000,000 |
Common stock, shares issued (in shares) | 28,810,845 | 1,688,475 |
Common stock, shares outstanding (in shares) | 28,810,845 | 1,688,475 |
Convertible Preferred Stock - Series C-1 [Member] | ||
Convertible preferred stock | ||
Preferred stock, shares authorized (in shares) | 7,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 3,558,890 |
Preferred stock, shares outstanding (in shares) | 3,558,890 | |
Preferred stock, liquidation preference | $ 20,819,976 | |
Convertible Preferred Stock - Series C [Member] | ||
Convertible preferred stock | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | 6,000,000 |
Preferred stock, shares issued (in shares) | 0 | 4,697,314 |
Preferred stock, shares outstanding (in shares) | 4,697,314 | |
Preferred stock, liquidation preference | $ 25,128,853 | |
Convertible Preferred Stock - Series B-1 [Member] | ||
Convertible preferred stock | ||
Preferred stock, shares authorized (in shares) | 500,000 | |
Preferred stock, shares issued (in shares) | 0 | 359,935 |
Preferred stock, shares outstanding (in shares) | 359,935 | |
Preferred stock, liquidation preference | $ 629,886 | |
Convertible Preferred Stock - Series B [Member] | ||
Convertible preferred stock | ||
Preferred stock, shares authorized (in shares) | 2,500,000 | |
Preferred stock, shares issued (in shares) | 0 | 2,415,116 |
Preferred stock, shares outstanding (in shares) | 2,415,116 | |
Preferred stock, liquidation preference | $ 3,018,895 | |
Convertible Preferred Stock - Series A [Member] | ||
Convertible preferred stock | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 864,500 |
Preferred stock, shares outstanding (in shares) | 864,500 | |
Preferred stock, liquidation preference | $ 864,500 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating expenses: | |||
Research and development expenses | $ 17,839,951 | $ 8,473,522 | $ 4,484,367 |
General and administrative expenses | 8,658,867 | 4,720,661 | 2,003,992 |
Total operating expenses | 26,498,818 | 13,194,183 | 6,488,359 |
Loss from operations | (26,498,818) | (13,194,183) | (6,488,359) |
Other income (expense): | |||
Warrant remeasurement | (1,879,823) | 582,360 | (854,336) |
Interest income | 9,084 | 2,941 | 3,951 |
Interest expense | (816,494) | (183,179) | (3,354) |
Loss before income taxes | (29,186,051) | (12,792,061) | (7,342,098) |
Benefit for income taxes | 1,107,405 | 590,675 | 459,018 |
Net loss | (28,078,646) | (12,201,386) | (6,883,080) |
Comprehensive loss | (28,078,646) | (12,201,386) | (6,883,080) |
Cumulative dividends on Series C, C-1 and C-2 convertible preferred stock | (4,356,408) | (1,580,701) | (1,076,256) |
Net loss attributable to common stockholders | $ (32,435,054) | $ (13,782,087) | $ (7,959,336) |
Loss per share attributable to common stockholders basic and diluted (in dollars per share) | $ (4.01) | $ (8.16) | $ (4.71) |
Weighted average common shares outstanding basic and diluted (in shares) | 8,087,924 | 1,688,475 | 1,688,475 |
Statements of Convertible Prefe
Statements of Convertible Preferred Stock and Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Deficit Accumulated [Member] | Deficit Accumulated [Member]Convertible Preferred Stock - Series C [Member] | Deficit Accumulated [Member]Convertible Preferred Stock - Series C-1 [Member] | Deficit Accumulated [Member]Convertible Preferred Stock - Series C-2 [Member] | Total | Convertible Preferred Stock - Series A [Member] | Convertible Preferred Stock - Series B [Member] | Convertible Preferred Stock - Series B-1 [Member] | Convertible Preferred Stock - Series C [Member] | Convertible Preferred Stock - Series C-1 [Member] | Convertible Preferred Stock - Series C-2 [Member] |
Balance at Dec. 31, 2012 | $ 797,219 | $ 2,991,979 | $ 477,191 | $ 0 | $ 0 | $ 0 | |||||||
Balance (in shares) at Dec. 31, 2012 | 864,500 | 2,415,116 | 359,935 | 0 | 0 | 0 | |||||||
Increase (Decrease) in Convertible Preferred Stock [Roll Forward] | |||||||||||||
Issuance of Preferred Stock, net of issuance costs | $ 0 | $ 0 | $ 0 | $ 15,084,682 | $ 0 | $ 0 | |||||||
Issuance of Preferred Stock, net of issuance costs (in shares) | 0 | 0 | 0 | 4,631,505 | 0 | 0 | |||||||
Dividend Preferred Stock | $ 0 | $ 0 | $ 0 | $ 1,076,256 | $ 0 | $ 0 | |||||||
Balance at Dec. 31, 2013 | $ 797,219 | $ 2,991,979 | $ 477,191 | $ 16,414,303 | $ 0 | $ 0 | |||||||
Balance (in shares) at Dec. 31, 2013 | 864,500 | 2,415,116 | 359,935 | 4,697,314 | 0 | 0 | |||||||
Balance at Dec. 31, 2012 | $ 770 | $ 426,053 | $ (8,077,493) | $ (7,650,670) | |||||||||
Balance (in shares) at Dec. 31, 2012 | 1,688,475 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Stock based compensation expense | $ 0 | 260,361 | 0 | 260,361 | |||||||||
Dividend, Preferred Stock | $ (1,076,256) | $ (1,076,256) | |||||||||||
Conversion of loans payable to Series C Preferred Stock | $ 0 | $ 0 | $ 0 | $ 253,365 | $ 0 | $ 0 | |||||||
Conversion of loans payable to Series C Preferred Stock (in shares) | 0 | 0 | 0 | 65,809 | 0 | 0 | |||||||
Net loss | 0 | 0 | (6,883,080) | (6,883,080) | |||||||||
Balance at Dec. 31, 2013 | $ 770 | 686,414 | (16,036,829) | (15,349,645) | |||||||||
Balance (in shares) at Dec. 31, 2013 | 1,688,475 | ||||||||||||
Increase (Decrease) in Convertible Preferred Stock [Roll Forward] | |||||||||||||
Issuance of Preferred Stock, net of issuance costs | $ 0 | $ 0 | $ 0 | $ 0 | $ 14,527,016 | $ 0 | |||||||
Issuance of Preferred Stock, net of issuance costs (in shares) | 0 | 0 | 0 | 0 | 3,558,890 | 0 | |||||||
Dividend Preferred Stock | $ 0 | $ 0 | $ 0 | $ 1,446,773 | $ 133,928 | $ 0 | |||||||
Balance at Dec. 31, 2014 | $ 797,219 | $ 2,991,979 | $ 477,191 | $ 17,861,076 | $ 14,660,944 | $ 0 | |||||||
Balance (in shares) at Dec. 31, 2014 | 864,500 | 2,415,116 | 359,935 | 4,697,314 | 3,558,890 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Stock based compensation expense | $ 0 | 1,297,985 | 0 | 1,297,985 | |||||||||
Dividend, Preferred Stock | (1,446,773) | $ (133,928) | $ (1,446,773) | $ (133,928) | |||||||||
Net loss | 0 | 0 | (12,201,386) | (12,201,386) | |||||||||
Balance at Dec. 31, 2014 | $ 770 | 1,984,399 | (29,818,916) | (27,833,747) | |||||||||
Balance (in shares) at Dec. 31, 2014 | 1,688,475 | ||||||||||||
Increase (Decrease) in Convertible Preferred Stock [Roll Forward] | |||||||||||||
Issuance of Preferred Stock, net of issuance costs | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 52,217,328 | |||||||
Issuance of Preferred Stock, net of issuance costs (in shares) | 0 | 0 | 0 | 0 | 0 | 12,043,006 | |||||||
Other | $ 0 | $ 0 | $ 0 | $ 0 | $ 2,130 | $ 0 | |||||||
Dividend Preferred Stock | 1,101,926 | 1,008,346 | 2,246,136 | ||||||||||
Conversion of Preferred Stock to Common Stock upon initial public offering | $ (797,219) | $ (2,991,979) | $ (477,191) | $ (18,963,002) | $ (15,671,420) | $ (54,463,464) | |||||||
Conversion of Preferred Stock to Common Stock upon initial public offering (in shares) | (864,500) | (2,415,116) | (359,935) | (4,697,314) | (3,558,890) | (12,043,006) | |||||||
Balance at Dec. 31, 2015 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Balance (in shares) at Dec. 31, 2015 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Stock based compensation expense | $ 0 | 2,899,304 | 0 | 2,899,304 | |||||||||
Dividend, Preferred Stock | $ (1,101,926) | $ (1,008,346) | $ (2,246,136) | $ (1,101,926) | $ (1,008,346) | $ (2,246,136) | |||||||
Conversion of Preferred Stock to Common Stock upon initial public offering | $ 6,127 | 93,358,148 | 0 | 93,364,275 | |||||||||
Conversion of Preferred Stock to Common Stock upon initial public offering (in shares) | 18,566,856 | ||||||||||||
Initial public offering of common stock, net of issuance costs | $ 2,776 | 82,752,836 | 0 | 82,755,612 | |||||||||
Initial public offering of common stock, net of issuance costs (in shares) | 8,412,423 | ||||||||||||
Conversion of Preferred Stock Warrant to Common Stock Warrant | $ 0 | 3,726,043 | 0 | 3,726,043 | |||||||||
Issuance of common stock from exercise of stock options | $ 1 | 1,093 | 0 | 1,094 | |||||||||
Issuance of common stock from exercise of stock options (in shares) | 4,753 | ||||||||||||
Issuance of common stock from exercise of warrants | $ 46 | (46) | 0 | 0 | |||||||||
Issuance of common stock from exercise of warrants (in shares) | 138,338 | ||||||||||||
Net loss | $ 0 | 0 | (28,078,646) | (28,078,646) | |||||||||
Balance at Dec. 31, 2015 | $ 9,720 | $ 184,721,777 | $ (62,253,970) | $ 122,477,527 | |||||||||
Balance (in shares) at Dec. 31, 2015 | 28,810,845 |
Statements of Convertible Pref6
Statements of Convertible Preferred Stock and Changes in Stockholders' Equity (Deficit) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Convertible Preferred Stock - Series C [Member] | |||
Increase (Decrease) in Convertible Preferred Stock [Roll Forward] | |||
Issuance costs | $ 2,746,612 | ||
Convertible Preferred Stock - Series C-1 [Member] | |||
Increase (Decrease) in Convertible Preferred Stock [Roll Forward] | |||
Issuance costs | $ 2,022,025 | ||
Convertible Preferred Stock - Series C-2 [Member] | |||
Increase (Decrease) in Convertible Preferred Stock [Roll Forward] | |||
Issuance costs | $ 3,782,650 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (28,078,646) | $ (12,201,386) | $ (6,883,080) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation expense | 2,899,304 | 1,297,985 | 260,361 |
Warrant remeasurement | 1,879,823 | (582,360) | 854,336 |
Depreciation expense | 53,116 | 31,229 | 4,444 |
Amortization of debt discount | 104,311 | 35,288 | 0 |
Amortization of debt issuance costs | 94,648 | 0 | 0 |
Non-cash interest expense | 38,521 | 6,384 | 0 |
Changes in assets and liabilities: | |||
Other receivable | 0 | 459,018 | (459,018) |
Prepaid expenses and other assets | (814,156) | (96,754) | (261,332) |
Accounts payable | (71,751) | 526,869 | (1,661,421) |
Accrued expenses | 2,142,187 | 808,514 | 100,817 |
Net cash used in operating activities | (21,752,643) | (9,715,213) | (8,044,893) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (1,305,086) | (884,793) | (136,894) |
Net cash used in investing activities | (1,305,086) | (884,793) | (136,894) |
Cash flows from financing activities: | |||
Proceeds from convertible note payable | 0 | 0 | 100,000 |
Proceeds from issuance of debt | 3,000,000 | 3,000,000 | 0 |
Proceeds from exercise of stock options | 1,094 | 0 | 0 |
Payments for issuance costs | (1,402,845) | (1,351,450) | 0 |
Payments for debt issuance costs | 0 | (94,998) | 0 |
Payments for debt payable | (533,729) | 0 | 0 |
Payments on note payable to stockholders | 0 | 0 | (22,052) |
Proceeds from issuance of common stock, net of underwriting costs | 86,059,087 | 0 | 0 |
Proceeds from issuance of preferred stock, net of issuance costs | 52,394,571 | 14,917,257 | 15,821,075 |
Net cash provided by financing activities | 139,518,178 | 16,470,809 | 15,899,023 |
Net increase in cash | 116,460,449 | 5,870,803 | 7,717,236 |
Cash and cash equivalents at beginning of period | 13,728,972 | 7,858,169 | |
Cash and cash equivalents at end of period | 130,189,421 | 13,728,972 | 7,858,169 |
Cash paid for: | |||
Interest | 559,175 | 82,729 | 94 |
Income taxes | 0 | 0 | 1,759 |
Supplemental cash flow information: | |||
Conversion of Preferred Stock to Common Stock | 93,364,275 | 0 | 0 |
Conversion of Preferred Stock Warrants to Common Stock Warrants | 3,726,043 | 0 | 0 |
Conversion of notes payable and accrued interest to preferred stock | 0 | 0 | 253,365 |
Deferred issuance costs included in accrued expenses and accounts payable | 549,178 | 53,946 | 0 |
Non-cash financing costs | 175,114 | 0 | 0 |
Accrued capital expenditures included in accrued expenses | $ 71,040 | $ 450,373 | $ 0 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2015 | |
Nature of Operations [Abstract] | |
Nature of Operations | Note 1 - Nature of operations: Edge Therapeutics, Inc. (the Company) is a clinical-stage biotechnology company that discovers, develops and seeks to commercialize novel, hospital-based therapies capable of transforming treatment paradigms in the management of acute, life-threatening neurological conditions. The Company’s product candidates utilize its proprietary, programmable, biodegradable polymer-based development platform (the Precisa TM From the Company’s inception, it has devoted substantially all of its efforts to business planning, engaging regulatory, manufacturing and other technical consultants, acquiring operating assets, planning and executing clinical trials and raising capital. The Company’s future operations are highly dependent on a combination of factors, including (i) the success of its research and development; (ii) the development of competitive therapies by other biotechnology and pharmaceutical companies, and, ultimately; (iii) regulatory approval and market acceptance of the Company’s proposed future products. On October 6, 2015, the Company completed an initial public offering (the “IPO”) of 8,412,423 shares of its common stock which included 1,097,272 shares of common stock issued upon the exercise in full by the underwriters of their over-allotment option at a price of $11.00 per share for aggregate gross proceeds of approximately $92.5 million. The Company received approximately $82.8 million in net proceeds after deducting underwriting discounts and commissions and other offering costs of approximately $9.7 million. Immediately prior to the closing of the IPO, all of the outstanding shares of convertible preferred stock, including shares for accrued dividends, automatically converted into 18,566,856 shares of common stock at the applicable conversion ratio then in effect. There are no shares of preferred stock outstanding. In connection with the IPO, the Company amended and restated its Seventh Amended and Restated Certificate of Incorporation to change the authorized capital stock to 75,000,000 shares designated as common stock and 5,000,000 shares designated as preferred stock, all with a par value of $0.00033 per share. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies (A) Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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. (B) Prior period reclassifications: Certain amounts in the prior years’ financial statements have been reclassified to conform to the current year presentation. (C) Significant risks and uncertainties: The Company’s operations are subject to a number of factors that may affect its operating results and financial condition. Such factors include, but are not limited to: the results of clinical testing and trial activities of the Company’s product candidates, the Company’s ability to obtain regulatory approval to market its products, the Company’s intellectual property, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company products if approved for sale, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development programs will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and consultants and obtaining and protecting its intellectual property. (D) Cash equivalents and concentration of cash balance: The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits. (E) Property and equipment: Property and equipment is recorded at cost. Depreciation is recorded for property and equipment using the straight-line method over the estimated useful lives of three to five years. Leasehold improvements are amortized over the shorter of the estimated useful life or term of the underlying lease. The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. (F) Research and development: Costs incurred in connection with research and development activities are expensed as incurred. These costs include licensing fees to use certain technology in the Company’s research and development projects as well as fees paid to consultants and various entities that perform certain research and testing on behalf of the Company. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data, such as patient enrollment, clinical site activations or information provided by vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred. (G) Patent costs: The Company expenses patent costs as incurred and classifies such costs as general and administrative expenses in the accompanying statements of operations and comprehensive loss. (H) Stock-based compensation: The Company measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of the Company’s common stock, and for stock options, the expected life of the option, and expected stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The expected life of stock options was estimated using the “simplified method,” as the Company has limited historical information to develop reasonable expectations about future exercise patterns and employment duration for its stock options grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of options grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option. The estimation of the number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised. (I) Net loss per common share: Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted average common shares outstanding during the period. For all periods presented, the common shares underlying the preferred stock, common stock options and warrants have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted average shares outstanding used to calculate both basic and diluted loss per common share are the same. The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as they would be anti-dilutive: As of December 31, 2015 2014 2013 Stock options to purchase Common Stock 4,302,267 2,445,711 1,993,278 Convertible preferred stock to purchase Common Stock - 8,695,092 6,093,754 Warrants to purchase Common Stock 600,184 99,401 99,401 Warrants to purchase Series C Preferred Stock - 338,534 338,534 Warrants to purchase Series C-1 Preferred Stock - 257,028 - Total 4,902,451 11,835,766 8,524,967 (J) Income taxes: The Company provides for deferred income taxes under the asset and liability method, which requires deferred tax assets and liabilities to be recognized for the future tax consequences attributable to net operating loss carryforwards and for differences between the financial statement carrying amounts and the respective tax bases of assets and liabilities. Deferred tax assets are reduced if necessary by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. (K) Deferred costs: Deferred offering costs at December 31, 2014 primarily consist of direct incremental legal and accounting fees relating to the IPO. The deferred offering costs were offset against IPO proceeds and charged to equity in connection with the closure of our IPO. (L) Fair value of financial instruments: Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: • Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. • Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies. • Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. (M) Subsequent events: Subsequent events have been evaluated through the date these financial statements were issued. (N) Recently adopted standards: In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” The new standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This standard is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years. The Company has adopted this guidance and is reflected in the presentation of debt on the Company’s balance sheet. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | Note 3 – Fair Value of Financial Instruments Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets (Level 1) Quoted Prices in Inactive Markets (Level 2) Significant (Level 3) As of December 31, 2015: Cash and cash equivalents $ 130,189,421 $ 130,189,421 $ - $ - Warrant Liability $ - $ - $ - $ - As of December 31, 2014: Cash and cash equivalents $ 13,728,972 $ 13,728,972 $ - $ - Warrant Liability $ 1,671,106 $ - $ - $ 1,671,106 As of December 31, 2013: Assets: Cash and cash equivalents $ 7,858,169 $ 7,858,169 $ - $ - Warrant Liability $ 1,614,504 $ - $ - $ 1,614,504 There were no transfers between Levels 1, 2, or 3 during 2015, 2014 or 2013. Level 3 instruments consist of the Company’s Series C and Series C-1 convertible preferred stock warrant liability and common stock warrant liability. The fair values of the outstanding warrants were measured using the Black-Scholes option-pricing model (Note 8). Inputs used to determine estimated fair value of the warrant liabilities include the estimated fair value of the underlying stock at the valuation date, the estimated term of the warrants, risk-free interest rates, expected dividends and the expected volatility of the underlying stock. The significant unobservable inputs used in the fair value measurement of the warrant liabilities were the fair value of the underlying stock at the valuation date and the estimated term of the warrants. Generally, increases (decreases) in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value measurement. Warrant Liability Fair value as of December 31, 2013 $ 1,614,504 Fair value of warrants issued 638,962 Change in fair value (582,360 ) Fair value as of December 31, 2014 1,671,106 Fair value of warrants issued 175,114 Change in fair value 1,879,823 Reclassification to additional paid in capital at IPO (3,726,043 ) Fair value as of December 31, 2015 $ - |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment is summarized as follows: December 31, 2015 2014 Furniture and equipment $ 163,162 $ 103,776 Leasehold Improvements 115,938 48,486 Construction in Process 2,579,284 1,329,996 2,858,384 1,482,258 Less accumulated depreciation (91,392 ) (38,276 ) Property and equipment, net $ 2,766,992 $ 1,443,982 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Note 5 – Accrued Expenses Accrued expenses and other liabilities consist of the following: December 31, 2015 2014 Accrued research and development costs $ 1,874,126 $ 471,267 Accrued professional fees 258,568 318,649 Accrued compensation 1,510,430 600,000 Accrued other 56,835 149,738 Deferred rent 34,389 42,508 Total $ 3,734,348 $ 1,582,162 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes Payable | Note 6 - Convertible Notes Payable On December 19, 2012, the Company entered into a loan agreement with the Chairman of its Board of Directors (the “Board”) who agreed to extend financing to the Company in the aggregate principal amount of up to $400,000. The loan was structured as a convertible promissory note bearing interest at 7% per annum through July 31, 2013. All outstanding principal and any accrued but unpaid interest would be converted upon maturity into shares of Series B-1 Convertible Preferred Stock at a price per share of $1.75 (which was the issuance price of the Series B-1 Convertible Preferred Stock), or if a qualified financing occurred, into shares of Series C Convertible Preferred Stock at a price per share equal to the price per share paid in such financing, which was $3.85. Pursuant to this loan agreement, on December 19, 2012 the Company received $150,000. On February 4, 2013, an additional $100,000 was received. In connection with the sale of Series C Convertible Preferred Stock in 2013, the aggregate liability of $253,365, including accrued interest, was converted into 65,809 shares of Series C Convertible Preferred Stock at $3.85 per share. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Preferred Stock [Abstract] | |
Convertible Preferred Stock | Note 7 - Convertible Preferred Stock Immediately prior to the closing of the IPO on October 6, 2015, all of the outstanding shares of convertible preferred stock listed below, including shares received for accrued dividends, automatically converted into 18,566,856 shares of common stock at the applicable conversion ratio then in effect. There are no shares of preferred stock outstanding as of December 31, 2015. The Company sold Convertible Preferred Stock as follows: Issue Date Series Number of Shares Price per Share Proceeds (in thousands) Common Stock Conversion Price Common shares on conversion Offer Costs (in thousands) 2009 A 390,486 $ 1.00 $ 390 $ 1.00 390,486 $ 25 2010 A 474,014 $ 1.00 $ 474 $ 1.00 474,014 $ 43 2011 B 2,333,000 $ 1.25 $ 2,916 $ 1.25 2,333,000 $ 27 2011 (1) B 82,116 $ 1.25 $ 103 $ 1.25 82,116 — 2012 B-1 359,935 $ 1.75 $ 630 $ 1.75 359,935 $ 153 2013 C 4,631,505 $ 3.85 $ 17,831 $ 3.85 4,631,505 $ 2,747 2013 (2) C 65,809 $ 3.85 $ 253 $ 3.85 65,809 — 2014 C-1 3,558,890 $ 4.65 $ 16,549 $ 4.65 3,558,890 $ 2,022 2015 C-2 12,043,006 $ 4.65 $ 56,000 $ 4.65 12,043,006 $ 3,783 (1) Conversion of $100,000 Note plus accrued interest of $2,645. (2) Conversion of $250,000 promissory note plus accrued interest of $3,365. Preferred Stock Warrants In connection with our preferred stock sales and debt issuances we issued warrants to the placement agent and lender, for preferred stock. The warrants were recorded as liabilities with changes in fair value being recorded in the statement of operations and are calculated utilizing the Black-Scholes option pricing model. At the closing of the IPO date on October 6, 2015 these warrants become exercisable for shares of our common stock. These warrants are now exercisable for 600,184 shares of common stock at exercise prices ranging from $5.79 to $12.10 and expire at various dates through 2020. Voting Rights Holders of shares of Series A, Series B, Series B-1, Series C, Series C-1 and Series C-2 Convertible Preferred Stock were entitled to vote on an as converted to Common Stock basis, except that certain defined transactions require specific Series A, Series B, Series B-1, Series C, Series C-1 and Series C-2 stockholder approval pursuant to their respective rights. Liquidation Preferences In the event that the Company had liquidated, dissolved or wound up, whether voluntarily or involuntarily, or sell all or substantially all of its assets, or sell the Company or a controlling interest in the Company or if certain events deemed to be a liquidation occur (a “Liquidation Event”), then first, the holders of shares of Series C, Series C-1 and Series C-2 Convertible Preferred Stock were entitled to receive, in preference to all other holders of Convertible Preferred Stock, 125% of the respective original purchase price of the shares of Series C, Series C-1 or Series C-2 Convertible Preferred Stock, plus all accrued and unpaid dividends, and second, the holders of shares of Series A, Series B and Series B-1 Convertible Preferred Stock were entitled to receive, in preference to the holders of the shares of Common Stock, the respective original purchase prices of the shares of Series A, Series B and Series B-1 Convertible Preferred Stock in proportion to the full preferential amount that all shares of the Series A, Series B and Series B-1 Convertible Preferred Stock were entitled to receive. The Convertible Preferred Stock was not redeemable. Dividends The holders of the Series C, Series C-1 and Series C-2 Convertible Preferred Stock were entitled to receive, when, as and if declared by the board, cumulative dividends at the rate of 8% of the original purchase price per annum. The Series C, Series C-1 and Series C-2 dividends accrued from the date of issuance and were payable semi-annually on January 1 and July 1 in cash or common stock at the Company’s option. In accordance with accounting literature, Series C, Series C-1 and Series C-2 dividends since the date of issuance have been accrued in conjunction with the conversion of the Preferred Stock into Common. The other series of Convertible Preferred Stock had no dividend requirement. Conversion Rights The holders of shares of Convertible Preferred Stock had the right to convert all or a portion of such shares at any time into shares of Common Stock. In the event that the Company had issued additional shares of stock or convertible securities at a purchase price or exercise price less than the then-applicable conversion price, such conversion price would have been adjusted. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2015 | |
Stock Options [Abstract] | |
Stock Options | Note 8 - Stock Options The Company has three equity compensation plans: the 2010 Equity Incentive Plan, the 2012 Equity Incentive Plan and the 2014 Equity Incentive Plan (the “Plans”). Originally, the Company was able to grant up to 548,206 and 1,096,411 shares of Common Stock as qualified and nonqualified stock options under the 2010 Equity Incentive Plan and the 2012 Equity Incentive Plan, respectively. Nonqualified stock options (“NQs”) may be granted to service providers. Incentive stock options (“ISOs”) may be granted only to employees. In 2013, the Company’s stockholders approved an increase to 1,279,146 shares authorized for issuance under the 2010 Equity Incentive Plan. In 2014, the Board approved an increase to 1,350,412 shares authorized for issuance under the 2010 Equity Incentive Plan. In 2014, the Company’s stockholders approved the 2014 Equity Incentive Plan pursuant to which the Company may grant up to 1,827,351 shares as qualified and nonqualified options (the “Plan Limit”). However, on January 1, 2015 and each January 1 st st Pursuant to the terms of the Plans, ISOs have a term of ten years from the date of grant or such shorter term as may be provided in the option agreement. Unless specified otherwise in an individual option agreement, ISOs generally vest over a four year term and NQs generally vest over a three or four year term. In the case of an ISO granted to an option holder who, at the time the ISO is granted, owns, directly or indirectly, stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, the term of the ISO is five years from the date of grant or such shorter term as may be provided in the option agreement. Unless terminated by the Board, the Plans shall continue to remain effective for a term of ten years or until such time as no further awards may be granted and all awards granted under the Plans are no longer outstanding. The Company’s stock-based compensation expense was recognized in operating expense as follows: Year Ended December 31, 2015 2014 2013 Stock-Based Compensation Research and development $ 1,129,556 $ 569,132 $ 22,993 General and administrative 1,769,748 728,853 237,368 Total $ 2,899,304 $ 1,297,985 $ 260,361 The fair value of options and warrants granted during the years ended December 31, 2015, 2014 and 2013 was estimated using the Black-Scholes option valuation model utilizing the following assumptions: For the year ended December 31, 2015 2014 2013 Weighted Average Weighted Average Weighted Average Volatility 79.80 % 75.54 % 75.60 % Risk-Free Interest Rate 1.74 % 1.96 % 1.76 % Expected Term in Years 6.05 5.78 5.87 Dividend Rate 0.00 % 0.00 % 0.00 % Fair Value of Option on Grant Date $ 5.42 $ 5.35 $ 2.27 The following table summarizes the number of options outstanding and the weighted average exercise price: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Options outstanding at January 1, 2013 1,430,111 $ 1.98 Granted 563,190 $ 2.04 Exercised - - Forfeited - - Options outstanding at December 31, 2013 1,993,301 $ 2.00 8.93 $ 2,238,711 Vested and expected to vest at December 31, 2013 1,942,840 $ 2.00 8.92 $ 2,190,292 Exercisable at December 31, 2013 915,592 $ 1.85 8.49 $ 1,168,240 Options outstanding at December 31, 2013 1,993,301 $ 2.00 Granted 452,410 $ 8.15 Exercised - - Forfeited - - Options outstanding at December 31, 2014 2,445,711 $ 3.13 8.18 $ 6,247,407 Vested and expected to vest at December 31, 2014 2,408,395 $ 3.12 8.17 $ 6,175,025 Exercisable at December 31, 2014 1,413,335 $ 2.46 7.86 $ 4,162,373 Options outstanding at December 31, 2014 2,445,711 $ 3.13 Granted 1,902,609 7.87 Exercised (4,753 ) 0.23 Forfeited (30,640 ) 7.98 Expirations (10,660 ) 8.28 Options outstanding at December 31, 2015 4,302,267 $ 5.19 8.14 $ 31,659,550 Vested and expected to vest at December 31, 2015 4,213,091 $ 5.14 8.12 $ 31,202,132 Exercisable at December 31, 2015 1,857,077 $ 2.83 7.05 $ 17,952,965 At December 31, 2015 there was approximately $9,377,425 of unamortized stock compensation expense, which is expected to be recognized over a remaining average vesting period of 1.45 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | Note 9 – Income Taxes A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate is as follows: Year ended December 31, 2015 2014 2013 Federal statutory rate 34.00 % 34.00 % 34.00 % State taxes 2.89 % 3.05 % 0.81 % Permanent differences -5.84 % -2.96 % -6.58 % Research and development 14.31 % 2.46 % 3.81 % State taxes/ sale of NOL 3.79 % 4.62 % 6.25 % Valuation allowance -45.77 % -36.55 % -32.04 % Other 0.41 % 0.00 % 0.00 % Effective tax rate 3.79 % 4.62 % 6.25 % The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows: As of December 31, 2015 2014 Federal net operating losses $ 16,140,347 $ 8,111,099 State net operating losses 1,385,281 693,241 Stock options 669,012 309,886 Federal tax credit 4,832,146 656,782 State tax credits 159,258 101,867 Amortization 76,222 82,915 Accrued expense 13,735 16,978 Other 15,431 3,274 Total gross deferred tax assets 23,291,432 9,976,042 Less valuation allowance (23,291,432 ) (9,976,042 ) Net deferred tax assets $ - $ - In assessing the realizability of the net deferred tax assets, the Company considers all relevant positive and negative evidence to determine whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. There was a full valuation allowance against the net deferred tax assets as of December 31, 2015 and 2014. At December 31, 2015, the Company had federal net operating loss (“NOL”) carryforwards of approximately $47.5 million which expire between 2029 and 2035. At December 31, 2015, the Company had federal research and development credits carryforwards of approximately $0.8 million and an Orphan Drug Credit carryover of approximately $4.0 million. The Company may be subject to the net operating loss utilization provisions of Section 382 of the Internal Revenue Code. The effect of an ownership change would be the imposition of an annual limitation on the use of NOL carryforwards attributable to periods before the change. The amount of the annual limitation depends upon the value of the Company immediately before the change, changes to the Company’s capital during a specified period prior to the change, and the federal published interest rate. Although we have not completed an analysis under Section 382 of the Code, it is likely that the utilization of the NOLs would be limited. The State of New Jersey has enacted legislation permitting certain corporations located in New Jersey to sell state tax loss carryforwards and state research and development credits, or net loss carryforwards. In 2013 the Company sold $5.6 million of NJ NOL’s for $0.5 million, in 2014 sold $6.6 million of NJ NOL’s for $0.6 million and in 2015 sold $12.0 million of NJ NOL’s for $1.1 million. There is no certainty as to whether this program will continue. At December 31, 2015, the Company had approximately $23.3 million of NJ NOL’s which expire between 2030 and 2035. At December 31, 2015, the Company had approximately $0.3 million of the State of New Jersey research development credits carryforwards. Entities are also required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns. The Company has analyzed its tax positions and has concluded that as of December 31, 2015, there were no uncertain positions. The Company's U.S. federal and state net operating losses have occurred since its inception in 2009 and as such, tax years subject to potential tax examination could apply from that date because the utilization of net operating losses from prior years opens the relevant year to audit by the IRS and/or state taxing authorities. Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision. There was no income tax related interest and penalties included in the income tax provision for 2015 and 2014. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Evonik The Company entered into an agreement with SurModics Pharmaceuticals, Inc. in October 2010 for the exclusive worldwide licensing of certain technology, patent rights and know-how rights related to the production of EG-1962, the Company’s lead product candidate (the “Evonik Agreement”). This agreement was later transferred to Evonik Industries when it purchased substantially all the assets of SurModics Pharmaceuticals, Inc. Pursuant to the Evonik Agreement, in exchange for the license, the Company agreed to make milestone payments totaling up to $14.75 million upon the achievement of certain development, regulatory and sales milestones detailed in the license agreement. In addition, the Evonik Agreement calls for the Company to pay royalties based on a mid-single digit percentage of net sales. The Evonik Agreement provides for the reduction of royalties in certain limited circumstances. In September 2015, the Company and Evonik entered into Amendment No. 1 to the Evonik Agreement. This amendment clarified the Company’s obligations to pay Evonik certain royalty and milestone payments in respect of certain products whether or not manufactured by Evonik and removed the Company’s obligation to negotiate exclusively with Evonik for Phase 3 and commercial supply of EG-1962. The term of the Evonik Agreement will continue until the expiration of the Company’s obligation to pay royalties to Evonik. Either party may terminate the Evonik Agreement due to material breach by the other party. Evonik may terminate the Evonik Agreement or convert it to a non-exclusive license, in either case upon giving the Company written notice, if the Company fails to use commercially reasonable efforts to hit certain specified development, regulatory and commercial milestones. Employment Agreements The Company has entered into employment agreements with each of its executives. The agreements generally provide for, among other things, salary, bonus and severance payments. The employment agreements provide for between 12 months and 18 months of severance benefits to be paid to an executive (as well as certain potential bonus, COBRA and equity award benefits), subject to the effectiveness of a general release of claims, if the executive terminates his employment for good reason or if the Company terminates the executive’s employment without cause. The continued provision of severance benefits is conditioned on each executive’s compliance with the terms of the Company's confidentiality and invention and assignment agreement as well as his release of claims. Leases Effective December 13, 2013 the Company entered into a 63 month lease for approximately 8,000 square feet of office space in Berkeley Heights, New Jersey. Rent expense is recognized on a straight line basis where there is escalating payments, and was approximately $207,541, $227,662 and $55,000 for the years ended December 31, 2015, 2014 and 2013, respectively. The following is a schedule by years of future minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2015: Year ended December 31, 2016 $ 232,350 2017 232,221 2018 236,307 2019 and after 39,498 Total minimum payments required $ 740,376 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt [Abstract] | |
Debt | Note 11 - Debt On August 28, 2014, the Company entered into a loan and security agreement. The loan agreement provided funding for an aggregate principal amount of up to $10,000,000 in three separate term loans. The first term loan was funded on August 28, 2014 in the amount of $3,000,000. The second tranche of $3,000,000 was funded on January 29, 2015. Both the first and second tranches mature on March 1, 2018. The Company elected not to draw the third tranche of $4.0 million, the availability of which expired on June 30, 2015. Initially, the loans bore interest at a rate per annum equal to the greater of (i) 10.45% or (ii) the sum of (a) 10.45% plus the prime rate (as reported in The Wall Street Journal The Wall Street Journal Commencing in October 2015, the loans began amortizing in equal monthly installments of principal and interest over 30 months. On the maturity date or the date the loans otherwise become due, the Company must also pay additional interest equal to 1.5% of the total amounts funded under the loan agreement. In addition, if the Company prepays any of the term loans during the second year following the initial closing, the Company must pay a prepayment charge equal to 2% of the amount being prepaid, and if the Company prepays any of the term loans after the second year following the initial closing, the Company must pay a prepayment charge of 1% of the amount being prepaid. The term loans are secured by substantially all of the Company’s assets, other than intellectual property, which is the subject of a negative pledge. Under the loan agreement, the Company is subject to certain customary covenants that limit or restrict its ability to, among other things, incur additional indebtedness, grant any security interests, pay cash dividends, repurchase its common stock, make loans, or enter into certain transactions without prior consent. The lender under the agreement had the right to convert in an unregistered financing of the Company’s convertible preferred stock or other senior equity securities or instruments exercisable for the foregoing of up to $1,000,000 of the principal amount of any term loan advance for securities being issued in such financing on the same terms afforded to others participating in such financing. The lender did not exercise this conversion right. The lender also had the right which they exercised to invest up to $1,000,000 in a subsequent unregistered financing on the same terms afforded to others participating in such financing. The lender participated in the Series C-2 preferred stock financing and invested $1.0 million on April 6, 2015. Future principal payments on the note as of December 31, 2015 were as follows: Year Ending in December 31: (000's) 2016 $ 2,271 2017 2,513 2018 682 $ 5,466 The estimated fair value of the debt (categorized as a Level 2 liability for fair value measurement purposes) is determined using current market factors and the ability of the Company to obtain debt at comparable terms to those that are currently in place. The Company believes the estimated fair value at December 31, 2015 approximates the carrying amount. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Selected Quarterly Financial Data (Unaudited) [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Note 12 – Selected Quarterly Financial Data (Unaudited) The following table summarizes unaudited quarterly financial data for the years ended December 31, 2015 and 2014 (in thousands, except per share data). 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Total Total operating expenses $ 4,182 $ 4,961 $ 8,485 $ 8,871 $ 26,499 Loss from operations $ (4,182 ) $ (4,961 ) $ (8,485 ) $ (8,871 ) $ (26,499 ) Net loss and comprehensive loss $ (4,468 ) $ (5,521 ) $ (10,130 ) $ (7,960 ) $ (28,079 ) Net loss attributable to common stockholders $ (5,152 ) $ (7,267 ) $ (11,958 ) $ (8,058 ) $ (32,435 ) Loss per share attributable to common stockholders basic and diluted $ (3.05 ) $ (4.30 ) $ (7.08 ) $ (0.30 ) $ (4.01 ) 2014 First Quarter Second Quarter Third Quarter Fourth Quarter Total Total operating expenses $ 2,465 $ 3,152 $ 3,560 $ 4,017 $ 13,194 Loss from operations $ (2,465 ) $ (3,152 ) $ (3,560 ) $ (4,017 ) $ (13,194 ) Net loss and comprehensive loss $ (2,513 ) $ (3,007 ) $ (3,518 ) $ (3,163 ) $ (12,201 ) Net loss attributable to common stockholders $ (2,869 ) $ (3,368 ) $ (3,883 ) $ (3,662 ) $ (13,782 ) Loss per share attributable to common stockholders basic and diluted $ (1.70 ) $ (1.99 ) $ (2.30 ) $ (2.17 ) $ (8.16 ) Basic and diluted net loss per share amounts included in the above table were computed independently for each of the quarters presented. Accordingly, the sum of the quarterly basic and diluted net loss per share amounts may not agree to the total for the year. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2015 | |
Retirement Plan [Abstract] | |
Retirement Plan | Note 13 – Retirement Plan The Company has a 401(k) defined contribution plan for the benefit for all employees and permits voluntary contributions by employees subject to IRS-imposed limitations. The 401K expense for the 2015 and 2014 plan years were $15,253 and $1,219 respectively. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Use of Estimates | (A) Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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. |
Prior Period Reclassifications | (B) Prior period reclassifications: Certain amounts in the prior years’ financial statements have been reclassified to conform to the current year presentation. |
Significant Risks and Uncertainties | (C) Significant risks and uncertainties: The Company’s operations are subject to a number of factors that may affect its operating results and financial condition. Such factors include, but are not limited to: the results of clinical testing and trial activities of the Company’s product candidates, the Company’s ability to obtain regulatory approval to market its products, the Company’s intellectual property, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company products if approved for sale, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development programs will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and consultants and obtaining and protecting its intellectual property. |
Cash Equivalents and Concentration of Cash Balance | (D) Cash equivalents and concentration of cash balance: The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits. |
Property and Equipment | (E) Property and equipment: Property and equipment is recorded at cost. Depreciation is recorded for property and equipment using the straight-line method over the estimated useful lives of three to five years. Leasehold improvements are amortized over the shorter of the estimated useful life or term of the underlying lease. The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. |
Research and Development | (F) Research and development: Costs incurred in connection with research and development activities are expensed as incurred. These costs include licensing fees to use certain technology in the Company’s research and development projects as well as fees paid to consultants and various entities that perform certain research and testing on behalf of the Company. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data, such as patient enrollment, clinical site activations or information provided by vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred. |
Patent Costs | (G) Patent costs: The Company expenses patent costs as incurred and classifies such costs as general and administrative expenses in the accompanying statements of operations and comprehensive loss. |
Stock-Based Compensation | (H) Stock-based compensation: The Company measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of the Company’s common stock, and for stock options, the expected life of the option, and expected stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The expected life of stock options was estimated using the “simplified method,” as the Company has limited historical information to develop reasonable expectations about future exercise patterns and employment duration for its stock options grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of options grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option. The estimation of the number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised. |
Net Loss per Common Share | (I) Net loss per common share: Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted average common shares outstanding during the period. For all periods presented, the common shares underlying the preferred stock, common stock options and warrants have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted average shares outstanding used to calculate both basic and diluted loss per common share are the same. The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as they would be anti-dilutive: As of December 31, 2015 2014 2013 Stock options to purchase Common Stock 4,302,267 2,445,711 1,993,278 Convertible preferred stock to purchase Common Stock - 8,695,092 6,093,754 Warrants to purchase Common Stock 600,184 99,401 99,401 Warrants to purchase Series C Preferred Stock - 338,534 338,534 Warrants to purchase Series C-1 Preferred Stock - 257,028 - Total 4,902,451 11,835,766 8,524,967 |
Income Taxes | (J) Income taxes: The Company provides for deferred income taxes under the asset and liability method, which requires deferred tax assets and liabilities to be recognized for the future tax consequences attributable to net operating loss carryforwards and for differences between the financial statement carrying amounts and the respective tax bases of assets and liabilities. Deferred tax assets are reduced if necessary by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
Deferred Costs | (K) Deferred costs: Deferred offering costs at December 31, 2014 primarily consist of direct incremental legal and accounting fees relating to the IPO. The deferred offering costs were offset against IPO proceeds and charged to equity in connection with the closure of our IPO. |
Fair Value of Financial Instruments | (L) Fair value of financial instruments: Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: • Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. • Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies. • Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. |
Subsequent Events | (M) Subsequent events: Subsequent events have been evaluated through the date these financial statements were issued. |
Recently Adopted Standards | (N) Recently adopted standards: In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” The new standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This standard is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years. The Company has adopted this guidance and is reflected in the presentation of debt on the Company’s balance sheet. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Potentially Dilutive Securities Excluded from Computations of Diluted Weighted Average Shares Outstanding | The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as they would be anti-dilutive: As of December 31, 2015 2014 2013 Stock options to purchase Common Stock 4,302,267 2,445,711 1,993,278 Convertible preferred stock to purchase Common Stock - 8,695,092 6,093,754 Warrants to purchase Common Stock 600,184 99,401 99,401 Warrants to purchase Series C Preferred Stock - 338,534 338,534 Warrants to purchase Series C-1 Preferred Stock - 257,028 - Total 4,902,451 11,835,766 8,524,967 |
Fair Value of Financial Instr23
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets (Level 1) Quoted Prices in Inactive Markets (Level 2) Significant (Level 3) As of December 31, 2015: Cash and cash equivalents $ 130,189,421 $ 130,189,421 $ - $ - Warrant Liability $ - $ - $ - $ - As of December 31, 2014: Cash and cash equivalents $ 13,728,972 $ 13,728,972 $ - $ - Warrant Liability $ 1,671,106 $ - $ - $ 1,671,106 As of December 31, 2013: Assets: Cash and cash equivalents $ 7,858,169 $ 7,858,169 $ - $ - Warrant Liability $ 1,614,504 $ - $ - $ 1,614,504 |
Significant Unobservable Input Reconciliation | Level 3 instruments consist of the Company’s Series C and Series C-1 convertible preferred stock warrant liability and common stock warrant liability. The fair values of the outstanding warrants were measured using the Black-Scholes option-pricing model (Note 8). Inputs used to determine estimated fair value of the warrant liabilities include the estimated fair value of the underlying stock at the valuation date, the estimated term of the warrants, risk-free interest rates, expected dividends and the expected volatility of the underlying stock. The significant unobservable inputs used in the fair value measurement of the warrant liabilities were the fair value of the underlying stock at the valuation date and the estimated term of the warrants. Generally, increases (decreases) in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value measurement. Warrant Liability Fair value as of December 31, 2013 $ 1,614,504 Fair value of warrants issued 638,962 Change in fair value (582,360 ) Fair value as of December 31, 2014 1,671,106 Fair value of warrants issued 175,114 Change in fair value 1,879,823 Reclassification to additional paid in capital at IPO (3,726,043 ) Fair value as of December 31, 2015 $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment [Abstract] | |
Property and Equipment | Property and equipment is summarized as follows: December 31, 2015 2014 Furniture and equipment $ 163,162 $ 103,776 Leasehold Improvements 115,938 48,486 Construction in Process 2,579,284 1,329,996 2,858,384 1,482,258 Less accumulated depreciation (91,392 ) (38,276 ) Property and equipment, net $ 2,766,992 $ 1,443,982 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following: December 31, 2015 2014 Accrued research and development costs $ 1,874,126 $ 471,267 Accrued professional fees 258,568 318,649 Accrued compensation 1,510,430 600,000 Accrued other 56,835 149,738 Deferred rent 34,389 42,508 Total $ 3,734,348 $ 1,582,162 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Preferred Stock [Abstract] | |
Convertible Preferred Stock | The Company sold Convertible Preferred Stock as follows: Issue Date Series Number of Shares Price per Share Proceeds (in thousands) Common Stock Conversion Price Common shares on conversion Offer Costs (in thousands) 2009 A 390,486 $ 1.00 $ 390 $ 1.00 390,486 $ 25 2010 A 474,014 $ 1.00 $ 474 $ 1.00 474,014 $ 43 2011 B 2,333,000 $ 1.25 $ 2,916 $ 1.25 2,333,000 $ 27 2011 (1) B 82,116 $ 1.25 $ 103 $ 1.25 82,116 — 2012 B-1 359,935 $ 1.75 $ 630 $ 1.75 359,935 $ 153 2013 C 4,631,505 $ 3.85 $ 17,831 $ 3.85 4,631,505 $ 2,747 2013 (2) C 65,809 $ 3.85 $ 253 $ 3.85 65,809 — 2014 C-1 3,558,890 $ 4.65 $ 16,549 $ 4.65 3,558,890 $ 2,022 2015 C-2 12,043,006 $ 4.65 $ 56,000 $ 4.65 12,043,006 $ 3,783 (1) Conversion of $100,000 Note plus accrued interest of $2,645. (2) Conversion of $250,000 promissory note plus accrued interest of $3,365. |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stock Options [Abstract] | |
Stock-Based Compensation Expense | The Company’s stock-based compensation expense was recognized in operating expense as follows: Year Ended December 31, 2015 2014 2013 Stock-Based Compensation Research and development $ 1,129,556 $ 569,132 $ 22,993 General and administrative 1,769,748 728,853 237,368 Total $ 2,899,304 $ 1,297,985 $ 260,361 |
Assumptions Used in Valuing Stock Options and Warrants Granted | The fair value of options and warrants granted during the years ended December 31, 2015, 2014 and 2013 was estimated using the Black-Scholes option valuation model utilizing the following assumptions: For the year ended December 31, 2015 2014 2013 Weighted Average Weighted Average Weighted Average Volatility 79.80 % 75.54 % 75.60 % Risk-Free Interest Rate 1.74 % 1.96 % 1.76 % Expected Term in Years 6.05 5.78 5.87 Dividend Rate 0.00 % 0.00 % 0.00 % Fair Value of Option on Grant Date $ 5.42 $ 5.35 $ 2.27 |
Stock Option Activity | The following table summarizes the number of options outstanding and the weighted average exercise price: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Options outstanding at January 1, 2013 1,430,111 $ 1.98 Granted 563,190 $ 2.04 Exercised - - Forfeited - - Options outstanding at December 31, 2013 1,993,301 $ 2.00 8.93 $ 2,238,711 Vested and expected to vest at December 31, 2013 1,942,840 $ 2.00 8.92 $ 2,190,292 Exercisable at December 31, 2013 915,592 $ 1.85 8.49 $ 1,168,240 Options outstanding at December 31, 2013 1,993,301 $ 2.00 Granted 452,410 $ 8.15 Exercised - - Forfeited - - Options outstanding at December 31, 2014 2,445,711 $ 3.13 8.18 $ 6,247,407 Vested and expected to vest at December 31, 2014 2,408,395 $ 3.12 8.17 $ 6,175,025 Exercisable at December 31, 2014 1,413,335 $ 2.46 7.86 $ 4,162,373 Options outstanding at December 31, 2014 2,445,711 $ 3.13 Granted 1,902,609 7.87 Exercised (4,753 ) 0.23 Forfeited (30,640 ) 7.98 Expirations (10,660 ) 8.28 Options outstanding at December 31, 2015 4,302,267 $ 5.19 8.14 $ 31,659,550 Vested and expected to vest at December 31, 2015 4,213,091 $ 5.14 8.12 $ 31,202,132 Exercisable at December 31, 2015 1,857,077 $ 2.83 7.05 $ 17,952,965 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Effective Federal Income Tax Rate Reconciliation | A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate is as follows: Year ended December 31, 2015 2014 2013 Federal statutory rate 34.00 % 34.00 % 34.00 % State taxes 2.89 % 3.05 % 0.81 % Permanent differences -5.84 % -2.96 % -6.58 % Research and development 14.31 % 2.46 % 3.81 % State taxes/ sale of NOL 3.79 % 4.62 % 6.25 % Valuation allowance -45.77 % -36.55 % -32.04 % Other 0.41 % 0.00 % 0.00 % Effective tax rate 3.79 % 4.62 % 6.25 % |
Deferred Tax Assets | The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows: As of December 31, 2015 2014 Federal net operating losses $ 16,140,347 $ 8,111,099 State net operating losses 1,385,281 693,241 Stock options 669,012 309,886 Federal tax credit 4,832,146 656,782 State tax credits 159,258 101,867 Amortization 76,222 82,915 Accrued expense 13,735 16,978 Other 15,431 3,274 Total gross deferred tax assets 23,291,432 9,976,042 Less valuation allowance (23,291,432 ) (9,976,042 ) Net deferred tax assets $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Future Minimum Rental Payments Required under Operating Leases | The following is a schedule by years of future minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2015: Year ended December 31, 2016 $ 232,350 2017 232,221 2018 236,307 2019 and after 39,498 Total minimum payments required $ 740,376 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt [Abstract] | |
Future Principal Payments | Future principal payments on the note as of December 31, 2015 were as follows: Year Ending in December 31: (000's) 2016 $ 2,271 2017 2,513 2018 682 $ 5,466 |
Selected Quarterly Financial 31
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Selected Quarterly Financial Data (Unaudited) [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | The following table summarizes unaudited quarterly financial data for the years ended December 31, 2015 and 2014 (in thousands, except per share data). 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Total Total operating expenses $ 4,182 $ 4,961 $ 8,485 $ 8,871 $ 26,499 Loss from operations $ (4,182 ) $ (4,961 ) $ (8,485 ) $ (8,871 ) $ (26,499 ) Net loss and comprehensive loss $ (4,468 ) $ (5,521 ) $ (10,130 ) $ (7,960 ) $ (28,079 ) Net loss attributable to common stockholders $ (5,152 ) $ (7,267 ) $ (11,958 ) $ (8,058 ) $ (32,435 ) Loss per share attributable to common stockholders basic and diluted $ (3.05 ) $ (4.30 ) $ (7.08 ) $ (0.30 ) $ (4.01 ) 2014 First Quarter Second Quarter Third Quarter Fourth Quarter Total Total operating expenses $ 2,465 $ 3,152 $ 3,560 $ 4,017 $ 13,194 Loss from operations $ (2,465 ) $ (3,152 ) $ (3,560 ) $ (4,017 ) $ (13,194 ) Net loss and comprehensive loss $ (2,513 ) $ (3,007 ) $ (3,518 ) $ (3,163 ) $ (12,201 ) Net loss attributable to common stockholders $ (2,869 ) $ (3,368 ) $ (3,883 ) $ (3,662 ) $ (13,782 ) Loss per share attributable to common stockholders basic and diluted $ (1.70 ) $ (1.99 ) $ (2.30 ) $ (2.17 ) $ (8.16 ) |
Nature of Operations (Details)
Nature of Operations (Details) - USD ($) | Oct. 06, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Completion of IPO [Abstract] | ||||
Sales price per share (in dollars per share) | $ 11 | |||
Gross proceeds from issuance of common stock | $ 92,500,000 | $ 86,059,087 | $ 0 | $ 0 |
Net proceeds from issuance of common stock | 82,800,000 | |||
Underwriting discounts, commissions and other offering costs | $ 9,700,000 | |||
Common shares issued upon conversion of preferred stock (in shares) | 18,566,856 | |||
Preferred stock, shares outstanding (in shares) | 0 | |||
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 | 35,000,000 | |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 17,000,000 | |
Common stock, par value (in dollars per share) | $ 0.00033 | $ 0.00033 | $ 0.00033 | |
IPO [Member] | ||||
Completion of IPO [Abstract] | ||||
Shares of common stock sold (in shares) | 8,412,423 | |||
Over-Allotment Option [Member] | ||||
Completion of IPO [Abstract] | ||||
Shares of common stock sold (in shares) | 1,097,272 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net Loss per Common Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,902,451 | 11,835,766 | 8,524,967 |
Maximum [Member] | |||
Property and Equipment [Abstract] | |||
Estimated useful lives of property and equipment | 5 years | ||
Minimum [Member] | |||
Property and Equipment [Abstract] | |||
Estimated useful lives of property and equipment | 3 years | ||
Stock Options [Member] | |||
Net Loss per Common Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,302,267 | 2,445,711 | 1,993,278 |
Convertible Preferred Stock [Member] | |||
Net Loss per Common Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 8,695,092 | 6,093,754 |
Warrants to Purchase Common Stock [Member] | |||
Net Loss per Common Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 600,184 | 99,401 | 99,401 |
Warrants to Purchase Series C Preferred Stock [Member] | |||
Net Loss per Common Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 338,534 | 338,534 |
Warrants to Purchase Series C-1 Preferred Stock [Member] | |||
Net Loss per Common Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 257,028 | 0 |
Fair Value of Financial Instr34
Fair Value of Financial Instruments (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value of Financial Instruments [Abstract] | |||
Cash and cash equivalents | $ 130,189,421 | $ 13,728,972 | $ 7,858,169 |
Warrant liability | 0 | 1,671,106 | 1,614,504 |
Fair Value Transfers Between Levels [Abstract] | |||
Transfers from Level 1 to Level 2, assets | 0 | 0 | 0 |
Transfers from Level 1 to Level 2, liabilities | 0 | 0 | 0 |
Transfers from Level 2 to Level 1, assets | 0 | 0 | 0 |
Transfers from Level 2 to Level 1, liabilities | 0 | 0 | 0 |
Transfers into Level 3, assets | 0 | 0 | 0 |
Transfers into Level 3, liabilities | 0 | 0 | 0 |
Transfers out of Level 3, assets | 0 | 0 | 0 |
Transfers out of Level 3, liabilities | 0 | 0 | 0 |
Significant Unobservable Input Reconciliation [Roll Forward] | |||
Change in fair value | 1,879,823 | (582,360) | 854,336 |
Reclassification to additional paid in capital at IPO | 0 | 0 | 0 |
Warrant Liability [Member] | |||
Fair Value Transfers Between Levels [Abstract] | |||
Transfers out of Level 3, liabilities | 3,726,043 | ||
Significant Unobservable Input Reconciliation [Roll Forward] | |||
Fair value, beginning balance | 1,671,106 | 1,614,504 | |
Fair value of warrants issued | 175,114 | 638,962 | |
Change in fair value | 1,879,823 | (582,360) | |
Reclassification to additional paid in capital at IPO | (3,726,043) | ||
Fair value, ending balance | 0 | 1,671,106 | 1,614,504 |
Quoted Prices in Active Markets (Level 1) [Member] | |||
Fair Value of Financial Instruments [Abstract] | |||
Cash and cash equivalents | 130,189,421 | 13,728,972 | 7,858,169 |
Warrant liability | 0 | 0 | 0 |
Quoted Prices in Inactive Markets (Level 2) [Member] | |||
Fair Value of Financial Instruments [Abstract] | |||
Cash and cash equivalents | 0 | 0 | 0 |
Warrant liability | 0 | 0 | 0 |
Significant (Level 3) [Member] | |||
Fair Value of Financial Instruments [Abstract] | |||
Cash and cash equivalents | 0 | 0 | 0 |
Warrant liability | $ 0 | $ 1,671,106 | $ 1,614,504 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property and Equipment [Abstract] | ||
Property and equipment | $ 2,858,384 | $ 1,482,258 |
Less accumulated depreciation | (91,392) | (38,276) |
Property and equipment, net | 2,766,992 | 1,443,982 |
Furniture and Equipment [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment | 163,162 | 103,776 |
Leasehold Improvements [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment | 115,938 | 48,486 |
Construction in Process [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment | $ 2,579,284 | $ 1,329,996 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Expenses [Abstract] | ||
Accrued research and development costs | $ 1,874,126 | $ 471,267 |
Accrued professional fees | 258,568 | 318,649 |
Accrued compensation | 1,510,430 | 600,000 |
Accrued other | 56,835 | 149,738 |
Deferred rent | 34,389 | 42,508 |
Total | $ 3,734,348 | $ 1,582,162 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Feb. 04, 2013 | Dec. 19, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Convertible Notes Payable [Abstract] | ||||||
Proceeds from convertible note payable | $ 0 | $ 0 | $ 100,000 | |||
Convertible Preferred Stock - Series B-1 [Member] | ||||||
Convertible Notes Payable [Abstract] | ||||||
Price per share (in dollars per share) | $ 1.75 | |||||
Number of shares (in shares) | 0 | 0 | 0 | 359,935 | ||
Convertible Preferred Stock - Series C [Member] | ||||||
Convertible Notes Payable [Abstract] | ||||||
Price per share (in dollars per share) | $ 3.85 | |||||
Number of shares (in shares) | 0 | 0 | 4,631,505 | |||
Board of Directors Chairman [Member] | Convertible Promissory Note [Member] | ||||||
Convertible Notes Payable [Abstract] | ||||||
Maximum principal amount | $ 400,000 | |||||
Interest rate | 7.00% | |||||
Proceeds from convertible note payable | $ 100,000 | $ 150,000 | ||||
Board of Directors Chairman [Member] | Conversion of Convertible Promissory Note to Convertible Preferred Stock [Member] | ||||||
Convertible Notes Payable [Abstract] | ||||||
Notes payable converted | $ 253,365 | |||||
Board of Directors Chairman [Member] | Conversion of Convertible Promissory Note to Convertible Preferred Stock [Member] | Convertible Preferred Stock - Series B-1 [Member] | ||||||
Convertible Notes Payable [Abstract] | ||||||
Price per share (in dollars per share) | $ 1.75 | |||||
Board of Directors Chairman [Member] | Conversion of Convertible Promissory Note to Convertible Preferred Stock [Member] | Convertible Preferred Stock - Series C [Member] | ||||||
Convertible Notes Payable [Abstract] | ||||||
Price per share (in dollars per share) | $ 3.85 | |||||
Number of shares (in shares) | 65,809 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - USD ($) | Oct. 06, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | |
Convertible Preferred Stock [Abstract] | |||||||||
Proceeds | $ 52,394,571 | $ 14,917,257 | $ 15,821,075 | ||||||
Common shares on conversion (in shares) | 18,566,856 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||||
Warrants Issued in Connection with Loan Agreement [Member] | |||||||||
Preferred Stock Warrants [Abstract] | |||||||||
Number of shares of stock that can be purchased with warrants (in shares) | 600,184 | ||||||||
Warrants Issued in Connection with Loan Agreement [Member] | Minimum [Member] | |||||||||
Preferred Stock Warrants [Abstract] | |||||||||
Exercise price of warrants (in dollars per share) | $ 5.79 | ||||||||
Warrants Issued in Connection with Loan Agreement [Member] | Maximum [Member] | |||||||||
Preferred Stock Warrants [Abstract] | |||||||||
Exercise price of warrants (in dollars per share) | $ 12.10 | ||||||||
Convertible Note [Member] | |||||||||
Convertible Preferred Stock [Abstract] | |||||||||
Notes payable converted | $ 100,000 | ||||||||
Accrued interest converted | 2,645 | ||||||||
Convertible Promissory Note [Member] | |||||||||
Convertible Preferred Stock [Abstract] | |||||||||
Notes payable converted | 250,000 | ||||||||
Accrued interest converted | $ 3,365 | ||||||||
Convertible Preferred Stock - Series A [Member] | |||||||||
Convertible Preferred Stock [Abstract] | |||||||||
Number of shares (in shares) | 0 | 0 | 0 | 474,014 | 390,486 | ||||
Price per share (in dollars per share) | $ 1 | $ 1 | |||||||
Proceeds | $ 474,000 | $ 390,000 | |||||||
Common stock conversion price (in dollars per share) | $ 1 | $ 1 | |||||||
Common shares on conversion (in shares) | 474,014 | 390,486 | |||||||
Offer costs | $ 43,000 | $ 25,000 | |||||||
Preferred stock, shares outstanding (in shares) | 864,500 | ||||||||
Convertible Preferred Stock - Series B [Member] | |||||||||
Convertible Preferred Stock [Abstract] | |||||||||
Number of shares (in shares) | 0 | 0 | 0 | 2,333,000 | |||||
Price per share (in dollars per share) | $ 1.25 | ||||||||
Proceeds | $ 2,916,000 | ||||||||
Common stock conversion price (in dollars per share) | $ 1.25 | ||||||||
Common shares on conversion (in shares) | 2,333,000 | ||||||||
Offer costs | $ 27,000 | ||||||||
Preferred stock, shares outstanding (in shares) | 2,415,116 | ||||||||
Convertible Preferred Stock - Series B [Member] | Convertible Note [Member] | |||||||||
Convertible Preferred Stock [Abstract] | |||||||||
Number of shares (in shares) | [1] | 82,116 | |||||||
Price per share (in dollars per share) | [1] | $ 1.25 | |||||||
Proceeds | [1] | $ 103,000 | |||||||
Common stock conversion price (in dollars per share) | [1] | $ 1.25 | |||||||
Common shares on conversion (in shares) | [1] | 82,116 | |||||||
Offer costs | [1] | $ 0 | |||||||
Convertible Preferred Stock - Series B-1 [Member] | |||||||||
Convertible Preferred Stock [Abstract] | |||||||||
Number of shares (in shares) | 0 | 0 | 0 | 359,935 | |||||
Price per share (in dollars per share) | $ 1.75 | ||||||||
Proceeds | $ 630,000 | ||||||||
Common stock conversion price (in dollars per share) | $ 1.75 | ||||||||
Common shares on conversion (in shares) | 359,935 | ||||||||
Offer costs | $ 153,000 | ||||||||
Preferred stock, shares outstanding (in shares) | 359,935 | ||||||||
Convertible Preferred Stock - Series C [Member] | |||||||||
Convertible Preferred Stock [Abstract] | |||||||||
Number of shares (in shares) | 0 | 0 | 4,631,505 | ||||||
Price per share (in dollars per share) | $ 3.85 | ||||||||
Proceeds | $ 17,831,000 | ||||||||
Common stock conversion price (in dollars per share) | $ 3.85 | ||||||||
Common shares on conversion (in shares) | 4,631,505 | ||||||||
Offer costs | $ 2,746,612 | ||||||||
Preferred stock, shares outstanding (in shares) | 4,697,314 | ||||||||
Liquidation Preferences [Abstract] | |||||||||
Liquidation preference percentage | 125.00% | ||||||||
Dividends [Abstract] | |||||||||
Cumulative dividend rate | 8.00% | ||||||||
Convertible Preferred Stock - Series C [Member] | Convertible Promissory Note [Member] | |||||||||
Convertible Preferred Stock [Abstract] | |||||||||
Number of shares (in shares) | [2] | 65,809 | |||||||
Price per share (in dollars per share) | [2] | $ 3.85 | |||||||
Proceeds | [2] | $ 253,000 | |||||||
Common stock conversion price (in dollars per share) | [2] | $ 3.85 | |||||||
Common shares on conversion (in shares) | [2] | 65,809 | |||||||
Offer costs | [2] | $ 0 | |||||||
Convertible Preferred Stock - Series C-1 [Member] | |||||||||
Convertible Preferred Stock [Abstract] | |||||||||
Number of shares (in shares) | 0 | 3,558,890 | 0 | ||||||
Price per share (in dollars per share) | $ 4.65 | ||||||||
Proceeds | $ 16,549,000 | ||||||||
Common stock conversion price (in dollars per share) | $ 4.65 | ||||||||
Common shares on conversion (in shares) | 3,558,890 | ||||||||
Offer costs | $ 2,022,025 | ||||||||
Preferred stock, shares outstanding (in shares) | 3,558,890 | ||||||||
Liquidation Preferences [Abstract] | |||||||||
Liquidation preference percentage | 125.00% | ||||||||
Dividends [Abstract] | |||||||||
Cumulative dividend rate | 8.00% | ||||||||
Convertible Preferred Stock - Series C-2 [Member] | |||||||||
Convertible Preferred Stock [Abstract] | |||||||||
Number of shares (in shares) | 12,043,006 | 0 | 0 | ||||||
Price per share (in dollars per share) | $ 4.65 | ||||||||
Proceeds | $ 56,000,000 | ||||||||
Common stock conversion price (in dollars per share) | $ 4.65 | ||||||||
Common shares on conversion (in shares) | 12,043,006 | ||||||||
Offer costs | $ 3,782,650 | ||||||||
Liquidation Preferences [Abstract] | |||||||||
Liquidation preference percentage | 125.00% | ||||||||
Dividends [Abstract] | |||||||||
Cumulative dividend rate | 8.00% | ||||||||
[1] | Conversion of $100,000 Note plus accrued interest of $2,645. | ||||||||
[2] | Conversion of $250,000 promissory note plus accrued interest of $3,365. |
Stock Options, Equity Compensat
Stock Options, Equity Compensation Plans (Details) | 12 Months Ended | ||||
Dec. 31, 2015USD ($)Plan$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares | Jan. 02, 2015shares | Dec. 31, 2010shares | |
Stock Options [Abstract] | |||||
Number of equity compensation plans | Plan | 3 | ||||
Stock-Based Compensation [Abstract] | |||||
Stock-based compensation expense | $ | $ 2,899,304 | $ 1,297,985 | $ 260,361 | ||
Assumptions Used in Determining Fair Value of Stock Options and Warrants Granted [Abstract] | |||||
Volatility | 79.80% | 75.54% | 75.60% | ||
Risk-free interest rate | 1.74% | 1.96% | 1.76% | ||
Expected term | 6 years 18 days | 5 years 9 months 11 days | 5 years 10 months 13 days | ||
Dividend rate | 0.00% | 0.00% | 0.00% | ||
Fair value of option on grant date (in dollars per share) | $ / shares | $ 5.42 | $ 5.35 | $ 2.27 | ||
Incentive Stock Options [Member] | |||||
Stock Options [Abstract] | |||||
Vesting period | 4 years | ||||
Percentage of total combined voting power of all classes of stock held by an option holder | 10.00% | ||||
Incentive Stock Options [Member] | Minimum [Member] | |||||
Stock Options [Abstract] | |||||
Term of option | 5 years | ||||
Incentive Stock Options [Member] | Maximum [Member] | |||||
Stock Options [Abstract] | |||||
Term of option | 10 years | ||||
Nonqualified Stock Options [Member] | Minimum [Member] | |||||
Stock Options [Abstract] | |||||
Vesting period | 3 years | ||||
Nonqualified Stock Options [Member] | Maximum [Member] | |||||
Stock Options [Abstract] | |||||
Vesting period | 4 years | ||||
The Plans [Member] | Qualified and Nonqualified Stock Options [Member] | |||||
Stock Options [Abstract] | |||||
Options granted (in shares) | 1,902,609 | 452,410 | 563,190 | ||
2010 Equity Incentive Plan [Member] | |||||
Stock Options [Abstract] | |||||
Number of shares authorized for issuance (in shares) | 1,350,412 | 1,279,146 | 548,206 | ||
Term of plan | 10 years | ||||
2012 Equity Incentive Plan [Member] | |||||
Stock Options [Abstract] | |||||
Number of shares authorized for issuance (in shares) | 1,096,411 | ||||
Term of plan | 10 years | ||||
2014 Equity Incentive Plan [Member] | |||||
Stock Options [Abstract] | |||||
Number of shares authorized for issuance (in shares) | 1,827,351 | 1,894,890 | |||
Percentage of Common Stock outstanding used to determine annual increase in shares authorized for issuance | 4.00% | ||||
Options granted (in shares) | 0 | ||||
Term of plan | 10 years | ||||
Research and Development [Member] | |||||
Stock-Based Compensation [Abstract] | |||||
Stock-based compensation expense | $ | $ 1,129,556 | $ 569,132 | $ 22,993 | ||
General and Administrative [Member] | |||||
Stock-Based Compensation [Abstract] | |||||
Stock-based compensation expense | $ | $ 1,769,748 | $ 728,853 | $ 237,368 |
Stock Options, Stock Option Act
Stock Options, Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Unamortized Stock Compensation Expense [Abstract] | |||
Unamortized stock compensation expense | $ 9,377,425 | ||
Period for recognition | 1 year 5 months 12 days | ||
Equity Compensation Plans [Member] | Qualified and Nonqualified Stock Options [Member] | |||
Number of Shares [Roll Forward] | |||
Options outstanding, beginning balance (in shares) | 2,445,711 | 1,993,301 | 1,430,111 |
Granted (in shares) | 1,902,609 | 452,410 | 563,190 |
Exercised (in shares) | (4,753) | 0 | 0 |
Forfeited (in shares) | (30,640) | 0 | 0 |
Expirations (in shares) | (10,660) | ||
Options outstanding, ending balance (in shares) | 4,302,267 | 2,445,711 | 1,993,301 |
Vested and expected to vest (in shares) | 4,213,091 | 2,408,395 | 1,942,840 |
Exercisable (in shares) | 1,857,077 | 1,413,335 | 915,592 |
Weighted Average Exercise Price [Roll Forward] | |||
Options outstanding, beginning balance (in dollars per share) | $ 3.13 | $ 2 | $ 1.98 |
Granted (in dollars per share) | 7.87 | 8.15 | 2.04 |
Exercised (in dollars per share) | 0.23 | 0 | 0 |
Forfeited (in dollars per share) | 7.98 | 0 | 0 |
Expirations (in dollars per share) | 8.28 | ||
Options outstanding, ending balance (in dollars per share) | 5.19 | 3.13 | 2 |
Vested and expected to vest (in dollars per share) | 5.14 | 3.12 | 2 |
Exercisable (in dollars per share) | $ 2.83 | $ 2.46 | $ 1.85 |
Remaining Contractual Life and Aggregate Intrinsic Value [Abstract] | |||
Options outstanding, weighted average remaining contractual life | 8 years 1 month 20 days | 8 years 2 months 5 days | 8 years 11 months 5 days |
Options outstanding, aggregate intrinsic value | $ 31,659,550 | $ 6,247,407 | $ 2,238,711 |
Vested and expected to vest, weighted average contractual life | 8 years 1 month 13 days | 8 years 2 months 1 day | 8 years 11 months 1 day |
Vested and expected to vest, aggregate intrinsic value | $ 31,202,132 | $ 6,175,025 | $ 2,190,292 |
Exercisable, weighted average contractual life | 7 years 18 days | 7 years 10 months 10 days | 8 years 5 months 26 days |
Exercisable, aggregate intrinsic value | $ 17,952,965 | $ 4,162,373 | $ 1,168,240 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Effective Federal Income Tax Rate Reconciliation [Abstract] | |||
Federal statutory rate | 34.00% | 34.00% | 34.00% |
State taxes | 2.89% | 3.05% | 0.81% |
Permanent differences | (5.84%) | (2.96%) | (6.58%) |
Research and development | 14.31% | 2.46% | 3.81% |
State taxes/sale of NOL | 3.79% | 4.62% | 6.25% |
Valuation allowance | (45.77%) | (36.55%) | (32.04%) |
Other | 0.41% | 0.00% | 0.00% |
Effective tax rate | 3.79% | 4.62% | 6.25% |
Deferred Tax Assets [Abstract] | |||
Federal net operating losses | $ 16,140,347 | $ 8,111,099 | |
State net operating losses | 1,385,281 | 693,241 | |
Stock options | 669,012 | 309,886 | |
Amortization | 76,222 | 82,915 | |
Accrued expense | 13,735 | 16,978 | |
Other | 15,431 | 3,274 | |
Total gross deferred tax assets | 23,291,432 | 9,976,042 | |
Less valuation allowance | (23,291,432) | (9,976,042) | |
Net deferred tax assets | 0 | 0 | |
Income Tax Uncertainties [Abstract] | |||
Uncertain tax positions | 0 | ||
Income tax related interest and penalties | 0 | 0 | |
Federal [Member] | |||
Tax Carryforwards [Abstract] | |||
Net operating loss carryforwards | $ 47,500,000 | ||
Federal [Member] | Minimum [Member] | |||
Tax Carryforwards [Abstract] | |||
Expiration date of net operating loss carryforwards | Dec. 31, 2029 | ||
Federal [Member] | Maximum [Member] | |||
Tax Carryforwards [Abstract] | |||
Expiration date of net operating loss carryforwards | Dec. 31, 2035 | ||
New Jersey [Member] | |||
Tax Carryforwards [Abstract] | |||
Net operating loss carryforwards | $ 23,300,000 | ||
NOL's sold | 12,000,000 | 6,600,000 | $ 5,600,000 |
Proceeds from sale of NOL's | $ 1,100,000 | 600,000 | $ 500,000 |
New Jersey [Member] | Minimum [Member] | |||
Tax Carryforwards [Abstract] | |||
Expiration date of net operating loss carryforwards | Dec. 31, 2030 | ||
New Jersey [Member] | Maximum [Member] | |||
Tax Carryforwards [Abstract] | |||
Expiration date of net operating loss carryforwards | Dec. 31, 2035 | ||
Research and Development Credit [Member] | Federal [Member] | |||
Tax Carryforwards [Abstract] | |||
Tax credit carryforwards | $ 800,000 | ||
Research and Development Credit [Member] | New Jersey [Member] | |||
Tax Carryforwards [Abstract] | |||
Tax credit carryforwards | 300,000 | ||
Orphan Drug Credit [Member] | Federal [Member] | |||
Tax Carryforwards [Abstract] | |||
Tax credit carryforwards | 4,000,000 | ||
Federal [Member] | |||
Deferred Tax Assets [Abstract] | |||
Tax credits | 4,832,146 | 656,782 | |
State [Member] | |||
Deferred Tax Assets [Abstract] | |||
Tax credits | $ 159,258 | $ 101,867 |
Commitments and Contingencies42
Commitments and Contingencies (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)ft² | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Leases [Abstract] | |||
Rent expense | $ 207,541 | $ 227,662 | $ 55,000 |
Future Minimum Rental Payments Required under Operating Leases [Abstract] | |||
2,016 | 232,350 | ||
2,017 | 232,221 | ||
2,018 | 236,307 | ||
2019 and after | 39,498 | ||
Total minimum payments required | 740,376 | ||
Evonik License Agreement [Member] | Maximum [Member] | |||
Evonik [Abstract] | |||
Milestone payments | $ 14,750,000 | ||
Employment Agreements with Executives [Member] | Minimum [Member] | |||
Employment Agreements [Abstract] | |||
Term for payment of severance benefits | 12 months | ||
Employment Agreements with Executives [Member] | Maximum [Member] | |||
Employment Agreements [Abstract] | |||
Term for payment of severance benefits | 18 months | ||
Office Space in Berkeley Heights, New Jersey [Member] | |||
Leases [Abstract] | |||
Term of lease | 63 months | ||
Area of leased property | ft² | 8,000 |
Debt (Details)
Debt (Details) | Apr. 06, 2015USD ($) | Aug. 28, 2014USD ($)Loan | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Jan. 29, 2015USD ($) |
Future Principal Payments [Abstract] | |||||
2,016 | $ 2,271,000 | ||||
2,017 | 2,513,000 | ||||
2,018 | 682,000 | ||||
Total | $ 5,466,000 | ||||
Convertible Preferred Stock - Series C-2 [Member] | |||||
Loan and Security Agreement [Abstract] | |||||
Investment made by lender in unregistered financing | $ 1,000,000 | ||||
Loan and Security Agreement [Member] | |||||
Loan and Security Agreement [Abstract] | |||||
Aggregate principal amount of borrowing capacity | $ 10,000,000 | ||||
Number of term loans | Loan | 3 | ||||
Interest rate | 9.95% | 10.45% | |||
Adjustment to interest rate | (4.50%) | (4.50%) | |||
Amortization period for equal monthly installments of principal and interest | 30 months | ||||
Additional interest rate charged on due date | 1.50% | ||||
Prepayment charge during second year following initial closing | 2.00% | ||||
Prepayment charge after second year following initial closing | 1.00% | ||||
Principal amount of term loan advance that can be converted in unregistered financing | $ 1,000,000 | ||||
Additional investment that can be made in same subsequent unregistered financing | 1,000,000 | ||||
Loan and Security Agreement [Member] | Minimum [Member] | |||||
Loan and Security Agreement [Abstract] | |||||
Cash proceeds received for second milestone event | $ 55,000,000 | ||||
Initial Term Loan Advance [Member] | |||||
Loan and Security Agreement [Abstract] | |||||
Funded amount | $ 3,000,000 | ||||
Maturity date | Mar. 1, 2018 | ||||
Term Loan Advance - First Draw Period [Member] | |||||
Loan and Security Agreement [Abstract] | |||||
Funded amount | $ 3,000,000 | ||||
Maturity date | Mar. 1, 2018 | ||||
Term Loan Advance - Second Draw Period [Member] | |||||
Loan and Security Agreement [Abstract] | |||||
Maturity date | Jun. 30, 2015 | ||||
Unused borrowing capacity | $ 4,000,000 |
Selected Quarterly Financial 44
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Selected Quarterly Financial Data (Unaudited) [Abstract] | |||||||||||
Total operating expenses | $ 8,871,000 | $ 8,485,000 | $ 4,961,000 | $ 4,182,000 | $ 4,017,000 | $ 3,560,000 | $ 3,152,000 | $ 2,465,000 | $ 26,498,818 | $ 13,194,183 | $ 6,488,359 |
Loss from operations | (8,871,000) | (8,485,000) | (4,961,000) | (4,182,000) | (4,017,000) | (3,560,000) | (3,152,000) | (2,465,000) | (26,498,818) | (13,194,183) | (6,488,359) |
Net loss | (7,960,000) | (10,130,000) | (5,521,000) | (4,468,000) | (3,163,000) | (3,518,000) | (3,007,000) | (2,513,000) | (28,078,646) | (12,201,386) | (6,883,080) |
Comprehensive loss | (7,960,000) | (10,130,000) | (5,521,000) | (4,468,000) | (3,163,000) | (3,518,000) | (3,007,000) | (2,513,000) | (28,078,646) | (12,201,386) | (6,883,080) |
Net loss attributable to common stockholders | $ (8,058,000) | $ (11,958,000) | $ (7,267,000) | $ (5,152,000) | $ (3,662,000) | $ (3,883,000) | $ (3,368,000) | $ (2,869,000) | $ (32,435,054) | $ (13,782,087) | $ (7,959,336) |
Loss per share attributable to common stockholders basic and diluted (in dollars per share) | $ (0.30) | $ (7.08) | $ (4.30) | $ (3.05) | $ (2.17) | $ (2.30) | $ (1.99) | $ (1.70) | $ (4.01) | $ (8.16) | $ (4.71) |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Retirement Plan [Abstract] | ||
401K expense | $ 15,253 | $ 1,219 |