Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Mar. 19, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Dec-14 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY | |
Trading Symbol | CFRX | |
Entity Registrant Name | CONTRAFECT Corp | |
Entity Central Index Key | 1478069 | |
Current Fiscal Year End Date | -19 | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 20,229,041 | |
Entity Public Float | $0 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $25,722,453 | $4,145,270 |
Marketable securities | 1,670,606 | |
Prepaid expenses and other current assets | 368,787 | 198,410 |
Total current assets | 27,761,846 | 4,343,680 |
Property and equipment, net | 2,148,155 | 2,735,175 |
Restricted cash | 25,000 | |
Other assets | 143,621 | 2,579,980 |
Total assets | 30,053,622 | 9,683,835 |
Current liabilities: | ||
Accounts payable | 481,626 | 2,124,906 |
Accrued liabilities | 2,711,207 | 4,095,337 |
Deferred rent | 966,278 | 896,603 |
Total current liabilities | 4,159,111 | 7,116,846 |
Convertible notes payable | 9,816,365 | |
Warrant liabilities | 313,004 | 3,088,017 |
Embedded derivatives liabilities | 2,680,780 | |
Total liabilities | 4,472,115 | 22,702,008 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value, 25,000,000 shares authorized and none outstanding at December 31, 2014; none authorized and outstanding at December 31, 2013 | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 20,217,263 shares outstanding at December 31, 2014; 28,571,428 shares authorized, 1,011,997 shares outstanding at December 31, 2013 | 2,021 | 101 |
Additional paid-in capital | 118,038,560 | 4,930,310 |
Accumulated other comprehensive loss | -627 | |
Accumulated deficit | -92,458,447 | -57,840,911 |
Total stockholders' equity (deficit) | 25,581,507 | -52,910,500 |
Total liabilities, convertible preferred stock, and stockholders' equity (deficit) | 30,053,622 | 9,683,835 |
Series A Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Convertible preferred stock, value | 1,964,283 | |
Stockholders' equity (deficit): | ||
Total stockholders' equity (deficit) | 1,964,283 | |
Series B Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Convertible preferred stock, value | 10,175,750 | |
Stockholders' equity (deficit): | ||
Total stockholders' equity (deficit) | 10,175,750 | |
Series C Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Convertible preferred stock, value | 27,752,294 | |
Stockholders' equity (deficit): | ||
Total stockholders' equity (deficit) | $27,752,294 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 25,000,000 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 28,571,428 |
Common stock, shares outstanding | 20,217,263 | 1,011,997 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 0 | 2,200,000 |
Preferred stock, shares issued | 2,200,000 | |
Preferred stock, shares outstanding | 0 | 2,200,000 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 0 | 5,600,000 |
Preferred stock, shares issued | 4,651,163 | |
Preferred stock, shares outstanding | 0 | 4,651,163 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 0 | 9,090,909 |
Preferred stock, shares issued | 9,090,909 | |
Preferred stock, shares outstanding | 0 | 9,090,909 |
Series C-1 Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 0 | 6,060,607 |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | 0 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating expenses: | ||
Research and development, including stock-based compensation of $715,475 and $230,629, respectively | $8,868,053 | $9,133,175 |
General and administrative, including stock-based compensation of $1,224,704 and $2,101,089, respectively | 8,067,858 | 10,163,259 |
Total operating expenses | 16,935,911 | 19,296,434 |
Loss from operations | -16,935,911 | -19,296,434 |
Other income (expense): | ||
Interest expense, net | -12,412,620 | -1,712,178 |
Refundable state tax credits | 424,649 | |
Change in fair value of warrant and embedded derivative liabilities | -1,225,202 | -2,612,090 |
Total other income (expense) | -13,213,173 | -4,324,268 |
Net loss | -30,149,084 | -23,620,702 |
Preferred stock dividend in-kind | -4,468,452 | |
Net loss attributable to common stockholders | ($34,617,536) | ($23,620,702) |
Per share information: | ||
Net loss per share of common stock, basic and diluted | ($3.86) | ($23.35) |
Basic and diluted weighted average shares outstanding | 8,973,599 | 1,011,789 |
Statements_of_Operations_Paren
Statements of Operations (Parenthetical) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stock-based compensation expense | $1,511,509 | $2,309,569 |
Research and Development Expense [Member] | ||
Stock-based compensation expense | 715,475 | 230,629 |
General and Administrative Expense [Member] | ||
Stock-based compensation expense | $1,224,704 | $2,101,089 |
Statements_of_Comprehensive_Lo
Statements of Comprehensive Loss (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | ($30,149,084) | ($23,620,702) |
Other comprehensive loss: | ||
Unrealized loss on available-for-sale securities | -627 | |
Comprehensive loss | ($30,149,711) | ($23,620,702) |
Statement_of_Convertible_Prefe
Statement of Convertible Preferred Stock and Stockholders' Equity (Deficit) (USD $) | Total | Convertible Notes [Member] | Preferred Stock [Member] | Initial Public Offering [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] | Loan Receivable - Officer [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series C-1 Convertible Preferred Stock [Member] | Series C-1 Convertible Preferred Stock [Member] |
Convertible Notes [Member] | Preferred Stock [Member] | Initial Public Offering [Member] | Convertible Notes [Member] | Preferred Stock [Member] | Initial Public Offering [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||
Beginning Balance at Dec. 31, 2012 | ($32,231,516) | $101 | $2,588,592 | ($600,000) | ($34,220,209) | $1,964,283 | $10,175,750 | $27,752,294 | ||||||||||||||||
Beginning Balance, Shares at Dec. 31, 2012 | 1,006,417 | 2,200,000 | 4,651,163 | 9,090,909 | ||||||||||||||||||||
Issuance of stock for license | 10,000 | 10,000 | ||||||||||||||||||||||
Issuance of stock for license, Shares | 5,580 | |||||||||||||||||||||||
Issuance of warrants for services | 22,149 | 22,149 | ||||||||||||||||||||||
Loan forgiven-officer | 600,000 | 600,000 | ||||||||||||||||||||||
Share-based compensation | 2,309,569 | 2,309,569 | ||||||||||||||||||||||
Net loss | -23,620,702 | -23,620,702 | ||||||||||||||||||||||
Ending balance at Dec. 31, 2013 | -52,910,500 | 101 | 4,930,310 | -57,840,911 | 1,964,283 | 10,175,750 | 27,752,294 | |||||||||||||||||
Ending balance, Shares at Dec. 31, 2013 | 1,011,997 | 2,200,000 | 4,651,163 | 9,090,909 | ||||||||||||||||||||
Issuance of stock for license | 500,000 | 13 | 499,987 | 500,000 | ||||||||||||||||||||
Issuance of stock for license, Shares | 132,380 | 151,515 | ||||||||||||||||||||||
Issuance of warrants for services | 26,354 | 26,354 | ||||||||||||||||||||||
Issuance of securities in IPO, including over-allotment | 41,281,998 | 688 | 41,281,310 | |||||||||||||||||||||
Issuance of securities in IPO, including over-allotment, Shares | 6,880,333 | |||||||||||||||||||||||
Issuance of common stock | 30,632,689 | 40,392,327 | 520 | 686 | 30,632,169 | 44,860,093 | -4,468,452 | -1,964,283 | -10,175,750 | -27,752,294 | -500,000 | |||||||||||||
Issuance of common stock, Shares | 5,197,476 | 6,861,968 | -2,200,000 | -4,651,163 | -9,090,909 | -151,515 | ||||||||||||||||||
Financing cost of sale of securities in IPO | -6,644,713 | -6,644,713 | ||||||||||||||||||||||
Cancellation of placement agent warrants | 941,541 | 941,541 | ||||||||||||||||||||||
Net shares of common stock issued in relation to vesting of retention grants | 532,451 | 13 | 532,438 | |||||||||||||||||||||
Net shares of common stock issued in relation to vesting of retention grants, Shares | 133,109 | |||||||||||||||||||||||
Share-based compensation | 979,071 | 979,071 | ||||||||||||||||||||||
Unrealized loss on marketable securities | -627 | -627 | ||||||||||||||||||||||
Net loss | -30,149,084 | -30,149,084 | ||||||||||||||||||||||
Ending balance at Dec. 31, 2014 | $25,581,507 | $2,021 | $118,038,560 | ($627) | ($92,458,447) | |||||||||||||||||||
Ending balance, Shares at Dec. 31, 2014 | 20,217,263 | |||||||||||||||||||||||
Beginning Balance at Jul. 31, 2014 | ||||||||||||||||||||||||
Issuance of common stock, Shares | 11,971,956 | |||||||||||||||||||||||
Ending balance, Shares at Aug. 31, 2014 | 6,000,000 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | ||
Net loss | ($30,149,084) | ($23,620,702) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 551,323 | 559,237 |
Stock-based compensation expense | 1,511,509 | 2,309,569 |
Issuance of preferred stock in exchange for licensed technology | 500,000 | |
Issuance of common stock in exchange for licensed technology | 500,000 | 10,000 |
Issuance of common stock warrants in exchange for services | 26,354 | 22,149 |
Recognition of beneficial conversion feature | 7,428,547 | |
Amortization of debt issuance costs | 1,240,391 | 416,075 |
Amortization of debt discount | 3,550,527 | 738,935 |
Change in fair value of warrant and embedded derivative liabilities | 1,225,202 | 2,612,090 |
Increase in deferred rent | 69,675 | 224,367 |
Other non-cash charges and expenses | 600,000 | |
Changes in operating assets and liabilities: | ||
Decrease (increase) in prepaid expenses and other current assets | -170,377 | 69,387 |
Increase in other assets | -939,998 | |
(Decrease) increase in accounts payable and accrued liabilities | -1,148,829 | 2,002,469 |
Net cash used in operating activities | -14,864,762 | -14,056,424 |
Cash flows from investing activities | ||
Decrease in restricted cash | 25,000 | 1,575,000 |
Purchases of marketable securities | -1,671,233 | |
Proceeds from disposal of property and equipment | 35,697 | 13,570 |
Net cash (used in) provided by investing activities | -1,610,536 | 1,588,570 |
Cash flows from financing activities | ||
Proceeds from issuance of convertible notes | 3,036,350 | 11,963,650 |
Payment of financing costs of convertible notes | -24,850 | -1,336,280 |
Proceeds from initial public offering | 41,281,998 | |
Payment of financing costs of initial public offering | -6,241,017 | |
Repayment of lease and notes payable | -1,900,510 | |
Net cash provided by financing activities | 38,052,481 | 8,726,860 |
Net increase (decrease) in cash and cash equivalents | 21,577,183 | -3,740,994 |
Cash and cash equivalents at beginning of period | 4,145,270 | 7,886,264 |
Cash and cash equivalents at end of period | 25,722,453 | 4,145,270 |
Supplemental disclosures of cash flow information and non-cash investing and financing activities | ||
Cash paid for interest | 107,632 | |
Issuance of common and preferred stock for license received | 1,000,000 | 10,000 |
Cancellation of placement agent warrants | $941,541 |
Organization_and_Description_o
Organization and Description of Business | 24 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business |
Organization and Business | |
ContraFect Corporation (the “Company”) is a biotechnology company focused on protein and antibody therapeutic products for life-threatening infectious diseases, particularly those treated in hospital-based settings. The Company intends to address multi-drug resistant infections using its therapeutic product candidates from its lysin and monoclonal antibody platforms to target conserved regions of either bacteria or viruses. The Company’s most advanced product candidates are CF-301, a lysin for the treatment of Staph aureus bacteremia, and CF-404, a combination of mAbs for the treatment of life-threatening seasonal and pandemic varieties of influenza. | |
The Company has incurred losses from operations since inception as a research and development organization and has relied on its ability to fund its operations through public and private debt and equity financings. Management expects operating losses and negative cash flows to continue at more significant levels in the future as it enters clinical trials. Transition to profitability is dependent upon the successful development, approval, and commercialization of its product candidates and achieving a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional capital. Management intends to fund future operations through additional public or private equity financings, and may seek additional capital through arrangements with strategic partners or from other sources. There can be no assurances that such financing will be available to the Company on satisfactory terms, or at all. In August 2014, the Company completed its initial public offering of 6,000,000 units and closed on the underwriter’s over-allotment option for 880,333 units (the “IPO”), raising total net proceeds of $35.0 million, net of underwriting discount, commissions and offering expenses. In conjunction with the closing of the Company’s IPO, the principal amount of the Convertible Notes (as defined in Note 7 “Senior Convertible Notes”), and all accrued and unpaid interest thereon, and all outstanding shares of the Company’s preferred stock, including the in-kind dividend payable, automatically converted into 11,971,956 shares of common stock. The significant increase in common stock outstanding in August 2014 is expected to impact the year-over-year comparability of the Company’s net loss per share calculations. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 24 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies | ||||||||||||||||
Basis of Presentation | |||||||||||||||||
The accompanying financial information as of December 31, 2014 and 2013 and for the years then ended has been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). | |||||||||||||||||
Significant Risks and Uncertainties | |||||||||||||||||
The Company’s operations are subject to a number of factors that can 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 products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, the Company’s products, 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. See “Risk Factors” contained elsewhere in this Annual Report on Form 10-K for additional risks and uncertainties. | |||||||||||||||||
Reverse Stock Split | |||||||||||||||||
The Company’s board of directors approved a 1-for-7 reverse split of the Company’s outstanding common stock. This reverse split was effected on July 25, 2014. Accordingly, all shares and per share amounts were retroactively adjusted to reflect this reverse split. | |||||||||||||||||
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 expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
Prior to being a public company, the Company utilized significant estimates and assumptions in determining the fair value of its common stock. The Company granted stock options at exercise prices not less than the fair market value of its common stock as determined by the board of directors, with input from management. The board of directors determined the estimated fair value of the Company’s common stock based on a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector and the prices at which the Company sold shares of redeemable convertible preferred stock, the superior rights and preferences of securities senior to the Company’s common stock at the time and the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Company considers all highly liquid investments with maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposit, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value. | |||||||||||||||||
Marketable Securities | |||||||||||||||||
Marketable securities at December 31, 2014 consisted of investments in short-term corporate debt securities. The Company did not have any marketable securities as of December 31, 2013. Management determines the appropriate classification of the securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date. The Company classifies its marketable securities as available-for-sale pursuant to ASC 320, Investments – Debt and Equity Securities. Marketable securities are recorded at fair value, with unrealized gains and losses included as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit) and a component of total comprehensive loss in the statements of comprehensive loss, until realized. The fair value of these securities is based on quoted prices for identical or similar assets. Realized gains and losses are included in investment income on a specific-identification basis. There were no realized gains or losses on marketable securities for the year ended December 31, 2014. | |||||||||||||||||
The Company reviews marketable securities for other-than-temporary impairment whenever the fair value of a marketable security is less than the amortized cost and evidence indicates that a marketable security’s carrying amount is not recoverable within a reasonable period of time. Other-than-temporary impairments of investments are recognized in the statements of operations if the Company has experienced a credit loss, has the intent to sell the marketable security, or if it is more likely than not that the Company will be required to sell the marketable security before recovery of the amortized cost basis. Evidence considered in this assessment includes reasons for the impairment, compliance with the Company’s investment policy, the severity and the duration of the impairment and changes in value subsequent to the end of the period. | |||||||||||||||||
Marketable securities at December 31, 2014 consist of the following: | |||||||||||||||||
Marketable Securities | Amortized Cost | Unrealized | Unrealized | Fair Value | |||||||||||||
Gains | Losses | ||||||||||||||||
Current: | |||||||||||||||||
Corporate debt | $ | 1,671,233 | $ | 159 | $ | (786 | ) | $ | 1,670,606 | ||||||||
At December 31, 2014, the Company held only current investments. Investments classified as current have maturities of less than one year. Investments that would be classified as non-current are those that have maturities of greater than one year and management does not intend to liquidate within the next twelve months. | |||||||||||||||||
At December 31, 2014, the Company held three debt securities that individually and in total were in an immaterial unrealized loss position for less than one year. The aggregate fair value of debt securities in an unrealized loss position at December 31, 2014 was $1,222,291. The Company evaluated its securities for other-than-temporary impairment and considered the decline in market value for the securities to be primarily attributable to current economic and market conditions. It is not more likely than not that the Company will be required to sell the securities, and the Company does not intend to do so prior to the recovery of the amortized cost basis. Based on this analysis, these marketable securities were not considered to be other-than-temporarily impaired as of December 31, 2014. | |||||||||||||||||
Concentrations of Credit Risk | |||||||||||||||||
Financial instruments which potentially subject the Company to credit risk consist primarily of cash, cash equivalents and marketable securities. The Company holds these investments in highly rated financial institutions, and, by policy, limits the amounts of credit exposure to any one financial institution. These amounts at times may exceed federally insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts payable, accrued liabilities, notes payable, convertible notes, warrant liabilities and embedded derivatives liabilities. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The fair value of the Company’s convertible notes, warrant liabilities and embedded derivatives liabilities are based upon unobservable inputs, as described further below. | |||||||||||||||||
The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820), establishes a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The three levels of the fair value hierarchy are described below: | |||||||||||||||||
Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | |||||||||||||||||
Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. | |||||||||||||||||
Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. | |||||||||||||||||
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | |||||||||||||||||
The Company had no liabilities classified as Level 1 or Level 2. The carrying amounts reported in the accompanying financial statements for accounts payable and accrued expenses approximate their respective fair values due to their short-term maturities. The fair value of the warrant and embedded derivative liabilities are discussed in Note 3, “Fair Value Measurements.” | |||||||||||||||||
Property, Office Equipment, and Leasehold Improvements | |||||||||||||||||
Property and equipment are recorded at cost less accumulated depreciation. Depreciation of property and equipment is provided by the straight-line method over their estimated useful lives, ranging from three to five years. | |||||||||||||||||
Leasehold improvements are amortized on a straight line basis over the useful life of the improvement or the initial lease term, whichever is shorter. Costs for normal repair and maintenance are charged to expense as incurred. | |||||||||||||||||
Deferred Rent | |||||||||||||||||
The Company has an operating lease for office and laboratory space. Rent expense is recorded on a straight-line basis over the initial lease term. The difference between the actual cash paid and the straight-line rent expense is recorded as deferred rent. | |||||||||||||||||
Research and Development Costs | |||||||||||||||||
Research and development costs are charged to expense as incurred and are typically made up of salaries and benefits, clinical trial activities, drug development and manufacturing costs, and third-party service fees, including for clinical research organizations and investigative sites. 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, and are reflected in the financial statements as prepaid or accrued expenses. | |||||||||||||||||
Share-based Compensation | |||||||||||||||||
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees and non-employee directors, including employee stock options. Compensation expense based on the grant date fair value is generally amortized over the requisite service period of the award on a straight-line basis. | |||||||||||||||||
The fair value of options is calculated using the Black-Scholes option pricing model to determine the fair value of stock options on the date of grant based on key assumptions such as stock price, expected volatility and expected term. The Company’s estimates of these assumptions are primarily based on third-party valuations, historical data, peer company data and judgment regarding future trends and factors. Prior to being a public company, the Company utilized significant estimates and assumptions in determining the fair value of its common stock. The board of directors determined the estimated fair value of the Company’s common stock based on a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector and the prices at which the Company sold shares of redeemable convertible preferred stock, the superior rights and preferences of securities senior to the Company’s common stock at the time and the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company. | |||||||||||||||||
Income Taxes | |||||||||||||||||
The Company uses the asset and liability method to calculate deferred tax assets and liabilities. Deferred taxes are recognized based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The Company records a valuation allowance against a deferred tax asset when it is more-likely-than-not that the deferred tax asset will not be realized. | |||||||||||||||||
The Company is subject to federal, state and local taxes and follows a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company recognizes tax benefits or expenses of uncertain tax positions in the year such determination is made when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has reviewed the Company’s tax positions for all open tax years (tax years ended December 31, 2008 through December 31, 2014) and concluded that no provision for unrecognized tax benefits or expense is required in these financial statements. There are no income tax audits in progress as of December 31, 2014. | |||||||||||||||||
Impairment of Long-lived Assets | |||||||||||||||||
In accordance with ASC 360, Property, Plant, and Equipment, the Company’s policy is to review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Through December 31, 2014, no impairment of long-lived assets has occurred. | |||||||||||||||||
Segment and Geographic Information | |||||||||||||||||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief decision maker view the Company’s operations and manage its business as one operating segment. The Company operates in only one geographic segment. | |||||||||||||||||
Net Loss per Share Applicable to Common Stockholders | |||||||||||||||||
Basic net loss per share applicable to common stockholders is calculated by dividing net loss applicable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Net loss applicable to common stockholders is calculated by adjusting the net loss of the Company for cumulative preferred stock dividends. Diluted net loss per share applicable to common stockholders is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the dilutive net loss per share applicable to common stockholders calculation, stock options and warrant are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share applicable to common stockholders, as their effect would be anti-dilutive; therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented. | |||||||||||||||||
Comprehensive Income (Loss) | |||||||||||||||||
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions, and other events and circumstances from non-owner sources, and currently consists of net loss and changes in unrealized gains and losses on available-for-sale securities. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In June 2014, the FASB issued Accounting Standards Update, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 910, Consolidation (ASU 2014-10). ASU 2014-10 eliminates the designation of “Development Stage Entity” in the codification and the incremental reporting requirements associated with this designation. This update allows an entity currently designated as “development stage” to remove the designation from its financial statements and the inception-to-date information from its statements of income, cash flows and shareholders’ equity. This guidance is effective for fiscal years beginning after December 15, 2014. Early adoption is allowed, and the Company adopted this pronouncement commencing with its financial statements as of June 30, 2014 and for the three and six months ended June 30, 2014, removing the “development stage entity” designation and associated information no longer required. | |||||||||||||||||
In August 2014, the FASB issued a new Accounting Standards Update, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year of the date the financial statements are issued, and, if such conditions exist, to provide related footnote disclosures. The guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its financial statements and related disclosures. |
Fair_Value_Measurements
Fair Value Measurements | 24 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Measurements | 3. Fair Value Measurements | ||||||||||||||||
The Company considered its convertible note related warrant liabilities and embedded derivatives liabilities as Level 3 financial instruments. The valuation of these liabilities therefore requires inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. The Company determined the estimated fair value of the warrant liabilities and the embedded derivatives liabilities using a probability weighted estimated returns method (“PWERM”). The PWERM considered several “exit strategy” scenarios and various valuations of the Company, including whether or not an initial public offering would be completed and the timing of such events. The scenarios (or nodes of the model) used a Black-Scholes option-pricing model to determine the fair value of each node, which fair values are then probability weighted based on management’s estimates of the likelihood of each scenario. The probability weighted values were then discounted to present value at a rate that reflects the specific stage of the Company’s development. | |||||||||||||||||
The following assumption ranges were used in the Black-Scholes option-pricing model to determine the fair value of the convertible note related warrant and embedded derivatives liabilities immediately prior to the Company’s IPO and as of December 31, 2013: | |||||||||||||||||
Immediately | December 31, | ||||||||||||||||
Prior to | 2013 | ||||||||||||||||
IPO | |||||||||||||||||
Expected volatility | 61.2 | % | 56.8% – 61.2% | ||||||||||||||
Expected term (in years) | 4.09 | 2.99 – 4.08 | |||||||||||||||
Risk-free interest rate | 1.31 | % | 0.78% – 1.33% | ||||||||||||||
Expected dividend yield | — | % | — % | ||||||||||||||
The following estimated fair values per share of the Company’s underlying common stock and probability weightings were used to determine the fair value of the convertible note related warrant and embedded derivatives liabilities immediately prior to the Company’s IPO and as of December 31, 2013: | |||||||||||||||||
Immediately Prior to IPO | December 31, 2013 | ||||||||||||||||
Scenarios | Estimated | Probability | Estimated | Probability | |||||||||||||
Fair Value | Weighting | Fair Value | Weighting | ||||||||||||||
per Common | per Common | ||||||||||||||||
Share | Share | ||||||||||||||||
Early initial public offering | $ | 4 | 100 | % | $ | 7.42 | 20 | % | |||||||||
Delayed initial public offering | $ | — | — | $ | 8.61 | 40 | % | ||||||||||
Dissolution or Sale | $ | — | — | $ | 0 | 40 | % | ||||||||||
The Company issued a warrant to the underwriter of its IPO and classified it as a liability (see Note 10, “Capital Structure”). The warrant will be re-measured at each subsequent reporting period and changes in fair value will be recognized in the statement of operations. The following assumptions were used in a Black-Scholes option-pricing model to determine the fair value of the warrant liability as of December 31, 2014 and at issuance: | |||||||||||||||||
As of | Issuance of | ||||||||||||||||
December 31, 2014 | Underwriter’s Warrant | ||||||||||||||||
Expected volatility | 74.8 | % | 75.5 | % | |||||||||||||
Remaining contractual term (in years) | 4.67 | 5 | |||||||||||||||
Risk-free interest rate | 1.65 | % | 1.65 | % | |||||||||||||
Expected dividend yield | — | % | — | % | |||||||||||||
The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013: | |||||||||||||||||
Fair Value Measurement As of December 31, 2014 | |||||||||||||||||
Quoted Prices | Significant | Significant | |||||||||||||||
in Active | Other Observable | Unobservable | |||||||||||||||
Markets for | Inputs | Inputs | |||||||||||||||
Identical Assets | (Level 2) | (Level 3) | |||||||||||||||
(Level 1) | |||||||||||||||||
Cash equivalents | $ | 25,628,918 | $ | — | $ | — | |||||||||||
Marketable securities | 1,670,606 | — | — | ||||||||||||||
Warrant liability | — | — | 313,004 | ||||||||||||||
Total | $ | 27,309,524 | $ | — | $ | 313,004 | |||||||||||
Fair Value Measurement As of December 31, 2013 | |||||||||||||||||
Quoted Prices | Significant | Significant | |||||||||||||||
in Active | Other Observable | Unobservable | |||||||||||||||
Markets for | Inputs | Inputs | |||||||||||||||
Identical Assets | (Level 2) | (Level 3) | |||||||||||||||
(Level 1) | |||||||||||||||||
Cash equivalents | $ | 3,917,876 | $ | — | $ | — | |||||||||||
Warrant liability | — | — | 3,088,017 | ||||||||||||||
Embedded derivatives liability | — | — | 2,680,780 | ||||||||||||||
Total | $ | 3,917,876 | $ | — | $ | 5,768,797 | |||||||||||
The Company estimated the fair value of the convertible note related warrant and embedded derivatives liabilities at the time of issuance of the notes and subsequent remeasurement at each reporting date, using a probability weighted expected return method that considers the probability of achieving each scenario and the Black-Scholes option-pricing model using the following inputs: the expected volatility of the price of the underlying common stock, the remaining expected life of the liabilities, the risk-free interest rates, and the expected dividend rates. The estimates are based, in part, on subjective assumptions and could differ materially in the future. Changes to these assumptions as well as the Company’s estimated underlying stock price on the measurement date can have a significant impact on the fair value of the warrant liability and the embedded derivatives liability. | |||||||||||||||||
The following tables present a reconciliation of the Company’s financial liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2014 and 2013: | |||||||||||||||||
Warrant liabilities | |||||||||||||||||
Year Ended | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Balance at beginning of period | $ | 3,088,017 | $ | — | |||||||||||||
Issuances of convertible notes | 865,635 | 2,080,722 | |||||||||||||||
Cancellation of placement agent warrants (2) | (941,541 | ) | — | ||||||||||||||
Issuance of underwriter’s warrants | 403,696 | — | |||||||||||||||
Increase in fair value (1) | 2,563,080 | 1,007,295 | |||||||||||||||
Conversion of convertible notes to common stock | (5,665,883 | ) | — | ||||||||||||||
Balance at end of period | $ | 313,004 | $ | 3,088,017 | |||||||||||||
Embedded derivatives liabilities | |||||||||||||||||
Year Ended | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Balance at beginning of period | $ | 2,680,780 | $ | — | |||||||||||||
Issuances of convertible notes | 537,607 | 1,075,985 | |||||||||||||||
(Decrease) increase in fair value (1) | (1,337,878 | ) | 1,604,795 | ||||||||||||||
Conversion of convertible notes to common stock | (1,880,509 | ) | — | ||||||||||||||
Balance at end of period | $ | — | $ | 2,680,780 | |||||||||||||
-1 | The change in the fair values of the warrant and embedded derivatives liabilities are recorded in other expenses in the statement of operations. | ||||||||||||||||
-2 | The Company reclassified the balance of the placement agent warrants to additional paid-in capital as a reduction of the offering costs upon their cancellation. |
Property_Equipment_and_Leaseho
Property, Equipment, and Leasehold Improvements | 24 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Equipment, and Leasehold Improvements | 4. Property, Equipment, and Leasehold Improvements | ||||||||
Property, equipment, and leasehold improvements, at cost, consist of: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Computer equipment | $ | 19,691 | $ | 19,691 | |||||
Furniture | 434,697 | 451,197 | |||||||
Lab equipment | 1,631,016 | 1,708,162 | |||||||
Leasehold improvements | 1,813,520 | 1,813,520 | |||||||
3,898,924 | 3,992,570 | ||||||||
Less: accumulated depreciation and amortization | (1,750,769 | ) | (1,257,395 | ) | |||||
$ | 2,148,155 | $ | 2,735,175 | ||||||
Depreciation expense was $551,323 and $559,237 for the years ended December 31, 2014 and 2013, respectively. |
Other_Assets
Other Assets | 24 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||
Other Assets | 5. Other Assets | ||||||||
Other assets consists of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Deferred offering costs | $ | — | $ | 1,245,660 | |||||
Debt issuance costs | — | 1,190,699 | |||||||
Other | 143,621 | 143,621 | |||||||
$ | 143,621 | $ | 2,579,980 | ||||||
The Company accumulated the costs representing legal and accounting fees and other costs directly attributable to the Company’s IPO as deferred offering costs and classified these costs as other long term assets until the completion of the offering. The Company reclassified its deferred offering costs to additional paid-in capital as a reduction of the gross proceeds received in the offering. | |||||||||
The Company recorded the costs directly related to the issuance of its Convertible Notes (see Note 7, “Senior Convertible Notes” for further information) as debt issuance costs and classified these costs as other long term assets. The costs were amortized to interest expense over the period from the issuance to the maturity of the Convertible Notes using the effective interest method of amortization until the completion of the Company’s IPO. Upon the closing of the offering, the Company accelerated the amortization of the remaining balance to interest expense. |
Accrued_Expenses
Accrued Expenses | 24 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accrued Expenses | 6. Accrued Expenses | ||||||||
Accrued expenses consist of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accrued compensation costs | $ | 1,865,778 | $ | 2,162,961 | |||||
Accrued financing costs | — | 1,245,660 | |||||||
Accrued interest charges | — | 462,773 | |||||||
Accrued research and development service fees | 202,183 | 100,800 | |||||||
Accrued professional fees | 286,443 | 13,413 | |||||||
Accrued licensing fees | 200,000 | — | |||||||
Other | 156,803 | 109,730 | |||||||
$ | 2,711,207 | $ | 4,095,337 |
Senior_Convertible_Notes
Senior Convertible Notes | 24 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Senior Convertible Notes | 7. Senior Convertible Notes | ||||||||
The Company issued approximately $15.0 million aggregate principal amount of its 8.00% Convertible Notes due May 31, 2015 (the “Convertible Notes”) from June 2013 through June 2014. Dr. Sol Barer, a director of the Company, purchased $2.0 million principal amount of the Convertible Notes, Alpha Spring Limited, for which Mr. Zan, one of the Company’s directors, is the sole director, purchased $831,350 principal amount of the Convertible Notes, Mr. Low, one of the Company’s directors, purchased $90,000 principal amount of the Convertible Notes and Ms. Julia P. Gregory, the Company’s Chief Executive Officer, purchased $25,000 principal amount of the Convertible Notes. | |||||||||
On August 1, 2014, in conjunction with the closing of the Company’s IPO, the principal amount of the Convertible Notes, and all accrued and unpaid interest thereon, automatically converted into 5,109,988 shares of common stock. Upon the closing of the offering, the Company accelerated the amortization of the remaining debt discount balance to interest expense. | |||||||||
Accounting Analysis | |||||||||
The Company determined that both the warrants and the Convertible Notes were free standing instruments for accounting purposes. The terms of the warrants included an exercise price “cap” that is analogous to “down round protection” which precluded the Company from classifying the warrants in equity. As such, the warrants were classified as a liability and allocated their full fair value on day one and the residual value was ascribed to the Convertible Notes. In addition, the Convertible Notes also included embedded derivatives (i.e. penalty provisions) that required bifurcation. The Company aggregated these bifurcated features and reflected the values of these embedded derivatives in the account “embedded derivative liability”. These warrants and embedded derivatives were re-measured at each reporting period and immediately prior to the closing of the Company’s IPO, and changes in fair value were recognized in the statement of operations (see Note 3, “Fair Value Measurements”). Upon the closing of the offering, the Company reclassified the balances of the convertible note related warrant and embedded derivative liabilities to additional paid-in capital as the terms of the warrants, including any penalty warrants, became fixed and the interest penalties were paid in the Company’s common stock, and therefore both the warrants and penalties were no longer considered a liability. Based on the terms of the warrants, the Company determined the total number of shares of the Company’s common stock underlying the warrants held by purchasers of the Convertible Notes to be 3,321,416 at an exercise price of $3.00 per share. | |||||||||
At issuance, the Convertible Notes included a beneficial conversion feature for which a discount could not be calculated due to the indeterminable number of shares of common stock that could have been issued upon conversion contingent on the Company’s IPO. On the closing of the Company’s IPO, this contingency was resolved and the Company determined the amount of the discount to be recognized for each tranche of Convertible Notes issued by calculating the difference between the common stock value on the date of issuance and the effective conversion price, based on the number of shares of common stock actually issued on conversion. The Company determined the aggregate discount of $7,428,547 for the beneficial conversion feature and recognized this amount as additional interest expense upon the closing of its IPO. | |||||||||
As of December 31, 2014 and 2013, the Convertible Notes consisted of the following: | |||||||||
December 31, | |||||||||
Liability component | 2014 | 2013 | |||||||
Principal | $ | — | $ | 11,963,650 | |||||
Less: debt discount, net (1) | — | (2,147,286 | ) | ||||||
Net carrying amount | $ | — | $ | 9,816,364 | |||||
-1 | Includes the estimated fair value of the warrants issued to purchasers of the Convertible Notes and the bifurcated embedded derivative features of the Convertible Notes at the time of issuance. The Company recorded interest expense on a quarterly basis and upon the closing of the Company’s IPO. The components of interest expense include (i) accrued interest at the stated 8% rate, (ii) the amortization of the debt discount and (iii) the amortization of the deferred issuance costs. | ||||||||
Placement Agent Warrants | |||||||||
The Maxim Group, LLC (“Maxim”) received a warrant to purchase 10% of the total number of shares of common stock into which the note purchased by the holder is convertible. The Company classified this warrant as a liability since it also did not meet the requirements to be included in equity. The warrant was re-measured at each reporting period and changes in fair value were recognized in the statement of operations. | |||||||||
On July 25, 2014, Maxim forfeited the warrant and the warrant was cancelled by the Company. The Company reclassified the balance of the warrant to additional paid-in capital as a reduction of the offering costs. |
Net_Loss_Per_Share_of_Common_S
Net Loss Per Share of Common Stock | 24 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Net Loss Per Share of Common Stock | 8. Net Loss Per Share of Common Stock | ||||||||
Diluted loss per share is the same as basic loss per share for all periods presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding. | |||||||||
The following table sets forth the computation of basic and diluted loss per share for common stockholders: | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Net loss applicable to common stockholders | $ | (34,617,536 | ) | $ | (23,620,702 | ) | |||
Weighted average shares of common stock outstanding | 8,973,599 | 1,011,789 | |||||||
Net loss per share of common stock—basic and diluted | $ | (3.86 | ) | $ | (23.35 | ) | |||
The following potentially dilutive securities outstanding at December 31, 2014 and 2013 have been excluded from the computation of diluted weighted average shares outstanding, as they would have been antidilutive: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Preferred stock | — | 4,554,874 | |||||||
Stock options | 3,089,327 | 2,221,652 | |||||||
Class A Warrants | 6,880,333 | — | |||||||
Class B Warrants | 3,440,166 | — | |||||||
Warrants | 4,256,862 | 718,322 | |||||||
17,666,688 | 7,494,848 | ||||||||
The potential dilutive impact of the Company’s Convertible Notes and related warrants are not included as of December 31, 2013 as the number of shares was not determinable at that time and would also have been antidilutive. |
Commitments_and_Contingencies
Commitments and Contingencies | 24 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies | 9. Commitments and Contingencies | ||||
Operating Leases | |||||
In December 2010, the Company entered into a non-cancellable operating lease for office space and laboratory facilities in Yonkers, New York expiring in December 2025. In December 2011, the Company entered into an amendment which extended the terms of the lease through December 2027. The lease provides for the option to renew for two additional five-year terms. The premises were occupied in June 2011. Monthly rent payments began the date the office and laboratory facilities were ready for occupancy. A security deposit in the amount of $54,865 was paid by the Company. | |||||
In January 2012, the Company entered into a non-cancellable operating lease for additional office space and laboratory facilities in the same building in Yonkers, New York expiring in December 2027. The lease provides for an option to renew for two additional five-year terms. A security deposit in the amount of $78,238 was paid by the Company. Future minimum lease payments are as follows: | |||||
Amount | |||||
Year ending December 31: | |||||
2015 | $ | 835,191 | |||
2016 | 851,895 | ||||
2017 | 868,933 | ||||
2018 | 886,311 | ||||
2019 | 904,038 | ||||
Thereafter | 7,914,514 | ||||
$ | 12,260,882 | ||||
Rent expense is recognized on the straight-line method over the terms of each lease. Rent expense for the years ended December 31, 2014 and 2013, was approximately $871,000 and $870,000, respectively. | |||||
Separation Agreement with Former CEO | |||||
In June 2010, we entered into an employment agreement with Robert Nowinski, Ph.D., to serve as our Chief Executive Officer and as a member of the board of directors for a period of five (5) years. This agreement was terminated effective December 25, 2013. Consistent with the terms of the June 2010 agreement, we entered into a separation agreement and release of claims with Dr. Nowinski in December 2013 which provided for severance payments and the maintenance of health benefits for a period of 24 months following the departure date of Dr. Nowinski. The separation agreement also provided for the modification of existing stock option grants such that all unvested portions of existing stock option grants were immediately vested and all existing stock option grants became exercisable for up to ten years from the date of grant. The estimated fair value of these modifications of $0.9 million was recognized as non-cash share-based compensation for the year ended December 31, 2013. Dr. Nowinski received an additional, fully vested stock option to purchase 35,714 shares of common stock at an exercise price of $6.02 per share, resulting in recognition of non-cash share-based compensation expense of $0.1 million for the year ended December 31, 2013. In addition, the outstanding loans to Dr. Nowinski, in the aggregate amount of $600,000, plus accrued interest of $32,650, were forgiven pursuant to the separation agreement. Dr. Nowinski is subject to restrictive covenants, including non-competition and non-solicitation provisions. The total amount of the severance payments of $2.0 million, share-based compensation of $1.0 million and loan forgiveness of $0.6 million was included as part of general and administrative expenses for the year ended December 31, 2013. |
Capital_Structure
Capital Structure | 24 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Equity [Abstract] | |||||||||
Capital Structure | 10. Capital Structure | ||||||||
Common Stock | |||||||||
As of December 31, 2014, the Company was authorized to issue 100,000,000 shares of common stock at $0.0001 par value per share. | |||||||||
Initial Public Offering | |||||||||
On August 1, 2014, the Company closed an initial public offering of its units (the “IPO”). Each unit consisted of one share of common stock, one Class A Warrant to purchase one share of common stock at an exercise price of $4.80 per share and one Class B Warrant to purchase one-half share of common stock at an exercise price of $4.00 per full share (the “Units”). The Class A Warrants expire on January 31, 2017 and the Class B Warrants expire on October 31, 2015. The closing of the IPO resulted in the sale of an aggregate of 6,880,333 Units at a public offering price of $6.00 per Unit, less underwriting discounts and commissions and the underwriter’s expenses, including 880,333 Units issued upon the exercise by the underwriters of their option to purchase additional Units at the public offering price to cover over-allotments of the Company. The Company received net proceeds from the IPO of $35.0 million, after deducting underwriting discounts, commissions, and expenses payable by the Company. The common stock and accompanying Class A and Class B warrants have been classified to stockholders’ equity (deficit) in the Company’s balance sheet. | |||||||||
In July 2014, the shareholders approved an amended certificate of incorporation that became effectively immediately upon the closing of the Company’s IPO. The approved certificate increased the number of authorized shares of common stock to 100,000,000 shares. | |||||||||
Underwriter’s Warrant | |||||||||
Maxim received a warrant to purchase 3% of the total number of shares of common stock sold in the IPO, including those shares sold upon the exercise of the over-allotment, for a total of 206,410 shares of common stock underlying the underwriter’s warrants. The warrants are exercisable at an exercise price of $7.50 per share beginning 180 days after the effective date of the Company’s registration statement and expiring on August 27, 2019. The Company classified this warrant as a liability since it did not meet the requirements to be included in equity. The fair value of the warrant will be re-measured at each reporting period and changes in fair value will be recognized in the statement of operations (see Note 3, “Fair Value Measurements”). | |||||||||
Voting | |||||||||
The holders of shares of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders and written actions in lieu of meetings. | |||||||||
Dividends | |||||||||
The holders of shares of common stock are entitled to receive dividends, if and when declared by the board of directors. As of December 31, 2014, no dividends have been declared or paid on the Company’s common stock since inception. | |||||||||
Reserved for Future Issuance | |||||||||
The Company has reserved for future issuance the following number of shares of common stock as of December 31, 2014 and 2013: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Conversion of Series A preferred stock | — | 628,570 | |||||||
Conversion of Series B preferred stock | — | 1,328,902 | |||||||
Conversion of Series C preferred stock | — | 2,597,402 | |||||||
Conversion of Series C-1 preferred stock | — | — | |||||||
Options to purchase common stock | 3,089,327 | 2,221,652 | |||||||
Class A Warrants to purchase common stock | 6,880,333 | — | |||||||
Class B Warrants to purchase common stock | 3,440,166 | — | |||||||
Warrants to purchase common stock | 4,256,682 | 718,322 | |||||||
17,666,688 | 7,494,848 | ||||||||
Convertible Preferred Stock | |||||||||
Dividends | |||||||||
On May 28, 2014, the board of directors declared a dividend to be paid in-kind to the holders of the Company’s preferred stock in accordance with the Company’s Fourth Amended and Restated Certificate of Incorporation, whereby each holder of shares of preferred stock will be entitled to a number of additional shares of the applicable series of preferred stock equal to the amount of the accrued and unpaid dividend on such holder’s shares (the “Dividend”). The Company determined that 605,645 shares of Series A preferred stock, 1,172,645 shares of Series B preferred stock, 1,379,388 shares of Series C preferred stock and 2,395 shares of Series C-1 preferred stock would be required to satisfy the Dividend. | |||||||||
The Company recorded the in-kind dividend payable and associated expense at fair value of the securities to be issued. The Company was able to assess the value of the preferred stock dividends in terms of its common stock to be issued upon conversion of the preferred stock on the closing of its IPO. | |||||||||
Conversion | |||||||||
On August 1, 2014, in conjunction with the closing of the Company’s IPO, all outstanding shares of the Company’s preferred stock, including the in-kind dividend payable, were automatically converted into 6,861,968 shares of its common stock. |
Stock_Warrants
Stock Warrants | 24 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Stock Warrants | 11. Stock Warrants | ||||||||
During 2014, the Company issued warrants to purchase 10,714 shares of common stock at a strike price of $5.25 per share for services rendered to the Company. The Company calculated the fair value of these warrants to be $26,354 which has been recognized as a component of general and administrative expenses in 2014. | |||||||||
During 2013, the Company issued warrants to purchase 14,285 shares of common stock at a strike price of $7.00 per share for services rendered to the Company. The Company calculated the fair value of these warrants to be $22,149 which has been recognized as a component of general and administrative expenses in 2013. | |||||||||
The fair value of each warrant to purchase shares of common stock issued for services rendered to the Company was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Fair value of underlying common stock | $ | 4.27 | $ | 3.5 | |||||
Expected volatility | 75.4 | % | 72.8 | % | |||||
Remaining contractual term (in years) | 5 | 5 | |||||||
Risk-free interest rate | 1.68 | % | 0.65 | % | |||||
Expected dividend yield | — | % | — | % | |||||
As of December 31, 2014 and 2013, the Company had warrants outstanding as shown in the table below. | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Warrants to purchase common stock | 14,577,361 | 718,322 | (1) | ||||||
Weighted-average exercise price per share | $ | 4.32 | $ | 6.44 | |||||
-1 | The warrants issued to purchasers of Company’s senior convertible notes were not included as the number of shares was not determinable as of December 31, 2013 | ||||||||
The following table summarizes information regarding the Company’s warrants outstanding at December 31, 2014: | |||||||||
Exercise Prices | Shares | Expiry Date | |||||||
Underlying | |||||||||
Outstanding | |||||||||
Warrants | |||||||||
£ $3.50 | 3,656,086 | August 31, 2016 – September 1, 2021 | |||||||
$4.00 | 3,440,166 | October 31, 2015 | |||||||
$4.80 | 6,880,333 | January 31, 2017 | |||||||
$5.00 - $9.99 | 412,434 | August 6, 2015 – June 27, 2021 | |||||||
³ $10.00 | 188,342 | August 31, 2016 – January 5, 2022 | |||||||
14,577,361 | |||||||||
Stock_Option_and_Incentive_Pla
Stock Option and Incentive Plans | 24 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Stock Option and Incentive Plans | 12. Stock Option and Incentive Plans | ||||||||||||||||
Amended and Restated 2008 Equity Incentive Plan | |||||||||||||||||
In July 2008, the Company adopted the 2008 Equity Incentive Plan (the “Plan”). On February 26, 2013, the board of directors approved an amended and restated plan (the “Amended Plan”) to increase the number of shares of common stock available under the Amended Plan to 1,571,428 and, for new awards, to reduce the period that vested awards would remain exercisable upon termination of service from ten years to two years. The board of directors also approved an option exchange offer (the “Exchange Offer”) for eligible option holders with outstanding options with an exercise price in excess of $3.50 per share. The offering period for the Exchange Offer commenced on March 11, 2013 and expired on April 9, 2013. Participation in the Exchange Offer was voluntary. Options to purchase 647,521 shares of the Company’s common stock, held by a total of 26 participants, including 20 employees, were exchanged under the tender offer. The exchanged option grants were granted at an exercise price of $3.50 per share. The Company recorded expense associated with the modification with an immediate charge for the vested portion of option grants exchanged and additional charges as the remaining unvested portions become vested. | |||||||||||||||||
The board of directors also increased the number of shares of common stock available under the Company’s Amended Plan on February 24, 2014 and April 29, 2014 to 1,857,142 and 2,357,142, respectively. | |||||||||||||||||
As of the closing of the Company’s IPO, the Company expects no further grants to be made under the Amended Plan. | |||||||||||||||||
2014 Omnibus Incentive Plan | |||||||||||||||||
In April 2014, the Company’s board of directors adopted the 2014 Omnibus Incentive Plan (the “2014 Plan”). The 2014 Plan was approved by the Company’s shareholders on July 3, 2014. The 2014 Plan allows for the granting of incentive and non-qualified stock options, restricted stock and stock unit awards, stock appreciation rights and other performance-based awards to the Company’s employees, members of the board of directors and consultants of the Company. On July 28, 2014, the effective date of the 2014 Plan, the number of shares of common stock reserved pursuant to the 2014 Plan was 571,429. The 2014 Plan provides for an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2015 and continuing until the expiration of the 2014 Plan, equal to the lesser of (i) 4% of the outstanding shares of common stock on such date or (ii) an amount determined by the Company’s board of directors. Consistent with the provision for an annual increase, an additional 808,690 shares of common stock have been reserved under the 2014 Plan. | |||||||||||||||||
The Company recognizes compensation expense for share-based compensation based on the fair value of the underlying instrument. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. A summary of stock option activity for the year ended December 31, 2014, is summarized as follows: | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average Remaining | Intrinsic Value | ||||||||||||||
Exercise Price | Contractual Life | ||||||||||||||||
(in years) | |||||||||||||||||
Options outstanding at December 31, 2012 | 1,549,390 | $ | 9.31 | ||||||||||||||
Granted (1) | 1,351,220 | 3.57 | |||||||||||||||
Exercised | — | — | |||||||||||||||
Forfeited (1) | (678,948 | ) | 10.99 | ||||||||||||||
Options outstanding at December 31, 2013 | 2,221,652 | $ | 5.32 | ||||||||||||||
Granted | 983,484 | 4 | |||||||||||||||
Exercised | — | — | |||||||||||||||
Forfeited | (115,809 | ) | 4.5 | ||||||||||||||
Options outstanding at December 31, 2014 | 3,089,327 | 4.95 | 7.57 | $ | 75,478 | ||||||||||||
Vested and exercisable at December 31, 2014 | 2,306,769 | 5.19 | 4.95 | $ | 20,529 | ||||||||||||
-1 | Includes grants for the purchase of 647,521 shares of common stock that were tendered under the Exchange Offer. | ||||||||||||||||
Of the option grants outstanding, grants to purchase 682,154 shares of common stock were issued and are outstanding outside the Company’s incentive plans. | |||||||||||||||||
The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option-pricing model. The weighted average grant date fair value of options granted during the years ended December 31, 2014 and 2013 was $3.95 and $3.50, respectively. Total compensation expense recognized amounted to $1,940,179 and $2,309,569 for the years ended December 31, 2014 and 2013, respectively. As of December 31, 2014, the total remaining unrecognized compensation cost related to unvested stock options was $2,021,465 which will be recognized over a weighted average period of approximately 2.24 years. | |||||||||||||||||
The following weighted average assumptions were used to compute the fair value of stock option grants: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk free interest rate | 1.95 | % | 1.21 | % | |||||||||||||
Expected dividend yield | — | — | |||||||||||||||
Expected term (in years) | 5.96 | 6.22 | |||||||||||||||
Expected volatility | 76.3 | % | 73.2 | % | |||||||||||||
Expected volatility—The Company estimated the expected volatility based on an average of the volatility of similar companies with publicly-traded equity securities. The companies were selected based on their enterprise value, risk profiles, position within the industry, and with historical information sufficient to meet the expected term of the associated award. | |||||||||||||||||
Expected term—The Company based expected term on the midpoint of the vesting period and the contractual term of each respective option grant. | |||||||||||||||||
Risk-free interest rate—The Company estimated the risk-free interest rate in reference to yield on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. | |||||||||||||||||
Expected dividend yield—The Company estimated the expected dividend yield based on consideration of its historical dividend experience and future dividend expectations. The Company has not historically declared or paid dividends to common stockholders. Moreover, it does not intend to pay dividends in the future, but instead expects to retain any earnings to invest in its continued growth. |
Retention_Bonus_Plan
Retention Bonus Plan | 24 Months Ended |
Dec. 31, 2014 | |
Postemployment Benefits [Abstract] | |
Retention Bonus Plan | 13. Retention Bonus Plan |
On February 24, 2014, the Company adopted the ContraFect Corporation Retention Bonus Plan (the “Retention Plan”). Under the Retention Plan, participants will vest in and become eligible to receive awards equal to a fixed dollar amount (the “Award Amount”), upon the earliest to occur of any of the following events: (i) the IPO; (ii) a Change of Control (as defined in the Retention Plan); (iii) May 31, 2015; and (iv) a participant’s termination of employment due to death or Disability (as defined in the Retention Plan) (each such event, a “Payment Event”). In the event of an IPO or Change of Control, participants who are then employed by the Company shall be eligible to receive shares of common stock in an amount equal to 1.82 times each participant’s Award Amount. | |
As of June 30, 2014, Award Amounts totaling $532,700 had been granted under the Retention Plan. Upon the closing of the Company’s IPO, the Company recognized a total of $954,754 of expense associated with the vesting of the grants. On September 11, 2014, the Company issued 133,109 shares of its common stock, net of shares withheld for tax obligations, in payment of the retention grants. |
401k_Savings_Plan
401k Savings Plan | 24 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
401k Savings Plan | 14. 401k Savings Plan |
In 2010, the Company established a defined-contribution savings plan under Section 401k of the Internal Revenue Code (the 401k Plan). The 401k Plan covers all employees who meet defined minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pre-tax basis. The company has not made any contributions to the 401k Plan. |
Income_Taxes
Income Taxes | 24 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | 15. Income Taxes | ||||||||
The Company has available approximately $68,283,000 and $65,724,000 of unused operating loss carryforwards for federal and state tax purposes, respectively, that may be applied against future taxable income. The net operating loss carryforwards will expire through the year 2034 if not utilized prior to that date. No provision for a deferred tax asset has been made for the tax benefits of the net operating loss carryforwards as the entire amount is offset by a valuation allowance. The valuation allowance increased by approximately $7,494,000 and $8,685,000 during the years 2014 and 2013, respectively, and was approximately $30,152,000 and $22,658,000 at December 31, 2014 and 2013, respectively. | |||||||||
The Internal Revenue Code of 1986, as amended (the Code) provides for a limitation of the annual use of net operating losses and other tax attributes (such as research and development tax credit carryforwards) following certain ownership changes (as defined by the Code) that could limit the Company’s ability to utilize these carryforwards. At this time, the Company has not completed a study to assess whether an ownership change under Section 382 of the Code has occurred, or whether there have been multiple ownership changes since the Company’s formation, due to the costs and complexities associated with such a study. The Company may have experienced various ownership changes, as defined by the Code, as a result of past financing transactions. Accordingly, the Company’s ability to utilize the aforementioned carryforwards may be limited. Additionally, U.S. tax laws limit the time during which these carryforwards may be applied against future taxes. Therefore, the Company may not be able to take full advantage of these carryforwards for federal or state income tax purposes. | |||||||||
The Company’s reserves related to taxes are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. For the two years ended December 31, 2014, the Company had no unrecognized tax benefits or related interest and penalties accrued. The Company has not, as yet, conducted a study of research and development (R&D) credit carryforwards. This study may result in an adjustment to the Company’s R&D credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s R&D credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheet or statement of operations if an adjustment were required. The Company would recognize both accrued interest and penalties related to unrecognized benefits in income tax expense. The Company’s uncertain tax positions are related to years that remain subject to examination by relevant tax authorities. Since the Company is in a loss carryforward position, the Company is generally subject to examination by the U.S. federal, state and local income tax authorities for all tax years in which a loss carryforward is available. | |||||||||
The principal components of the Company’s deferred tax assets/liabilities for 2014 and 2013 are as follows: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets/liabilities: | |||||||||
Net operating loss carryovers | $ | 26,959,701 | $ | 19,631,830 | |||||
R&D tax credits | 1,224,288 | 882,330 | |||||||
Share-based compensation | 1,649,073 | 1,513,809 | |||||||
Accrued compensation and severance | 409,234 | 906,922 | |||||||
Depreciation | (690,981 | ) | (867,325 | ) | |||||
Deferred rent | 370,376 | 349,675 | |||||||
Intangible assets | 229,836 | 240,565 | |||||||
30,151,527 | 22,657,806 | ||||||||
Valuation allowance | (30,151,527 | ) | (22,657,806 | ) | |||||
Net deferred tax assets (liabilities) | $ | — | $ | — | |||||
A reconciliation of the statutory U.S. Federal rate to the company’s effective tax rate is as follows: | |||||||||
Year Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Federal income tax benefit at statutory rate | (34.00 | )% | (34.00 | )% | |||||
State income tax, net of federal benefit | (5.70 | ) | (5.00 | ) | |||||
Permanent item—non-deductible interest | 14.59 | — | |||||||
Other permanent items | 1.83 | 0.01 | |||||||
Change in valuation allowance | 24.89 | 40.17 | |||||||
R&D tax credits | (1.13 | ) | (1.08 | ) | |||||
Other | (0.48 | ) | (0.10 | ) | |||||
Effective income tax (benefit) expense rate | 0 | % | 0 | % |
Significant_Agreements
Significant Agreements | 24 Months Ended | |||
Dec. 31, 2014 | ||||
Equity [Abstract] | ||||
Significant Agreements | 16. Significant Agreements | |||
Rockefeller University | ||||
License Agreements | ||||
The Company has entered into the following license agreements with The Rockefeller University: | ||||
• | On July 12, 2011, the Company entered into a license agreement for the worldwide, exclusive right to a patent covering the composition of matter for the lysin PlySS2 for the treatment and prevention of diseases caused by gram-positive bacteria (the “CF-301 License”). The Company rebranded PlySS2 as CF-301. The license gives the Company the right to exclusively develop, make, have made, use, import, lease, sell and offer for sale products that would otherwise infringe a claim of this patent application or patent. | |||
• | On June 1, 2011, the Company entered into a license agreement for the exclusive rights to The Rockefeller University’s interest in a joint patent application covering the method of delivering antibodies through the cell wall of gram-positive bacteria to the periplasmic space. This intellectual property was developed as a result of the sponsored research agreement between the Company and The Rockefeller University, and was jointly discovered and filed by the two parties. | |||
• | On September 23, 2010, the Company entered into a license agreement for the worldwide, exclusive right to develop, make, have made, use, import, lease, sell, and offer for sale products that would otherwise infringe a claim of the suite of patents and patent applications covering the composition of matter for eight individual lysin molecules for the treatment and prevention of diseases caused by gram-positive bacteria. The lysins in this suite have activity against Group B Streptococci, Staphylococcus aureus, Streptococcus pneumonia, Bacillus anthracis, Enterococcus faecalis and Enterococcus faecium. | |||
In consideration for each license, we paid Rockefeller a license initiation fee in cash or stock and may be required to pay an annual maintenance fee, milestone payments and royalties on net sales from products to Rockefeller. We are allowed to grant sublicenses to third parties without prior approval, subject to certain conditions and the payment of a certain percentage of all payments we receive from sublicensees. | ||||
Each license agreement terminates upon the later of (i) the expiration or abandonment of the last licensed patent under the license agreement to expire or become abandoned, or (ii) 10 years after the first commercial sale of the first licensed product. The Rockefeller University may terminate any license agreement in the event of a breach of such agreement by the Company or if the Company challenges the validity or enforceability of the underlying patent rights. The Company may terminate any license agreement at any time on 60 days’ notice. | ||||
Collaborative Research Agreements | ||||
Beginning in October 2009, we entered into a research agreement with Rockefeller where we provided funding for the research. The initial agreement focused on producing and testing monoclonal antibodies against proteins of Staph aureus. On October 24, 2011, we entered into a second research agreement with Rockefeller where we provide funding for the research, to identify lysins, enzymes or small molecules that will kill gram-negative bacteria, and identify and characterize lysins from Clostridia difficile to be engineered into gut commensal bacteria. | ||||
Our current agreement runs through October 31, 2016. Either party may terminate the agreement upon breach of the agreement, following 30 days written notice and failure to cure such breach. Following the expiration or termination of the agreement, each party will have a non-exclusive license to use for internal research purposes all research results, including joint intellectual property. If Rockefeller or joint intellectual property develops from these programs, we will have the right-of-first refusal to negotiate to acquire a royalty-bearing license to utilize such intellectual property for commercial purposes. | ||||
Trellis Biosciences, LLC | ||||
On January 29, 2014, the Company entered into a license agreement with Trellis Biosciences, LLC (“Trellis”) that gives it exclusive rights to all Trellis mAbs in the field of influenza discovered from the Trellis CellSpot platform. Particularly, the license provides the Company with three fully human mAbs that bind, neutralize and protect animals from all strains of H1, H3 and B influenza, and that will also cross bind, neutralize and protect animals from all other seasonal or pandemic influenza strains that may arise (including H5N1 and H7N9). | ||||
In consideration for the license, the Company paid Trellis $200,000 and issued 151,515 shares of Series C-1 preferred stock, contractually valued at $500,000. On October 7, 2014, the Company issued 132,380 shares of its common stock in satisfaction of the $500,000 remaining due in stock as consideration for the license. The Company will also be required to make payments to Trellis upon the achievement of specified development and regulatory milestones and upon the achievement of future sales and for royalty on future net sales from products. The Company is allowed to grant sublicenses to third parties. | ||||
The license agreement terminates upon the earlier of (i) the Company’s decision to terminate the agreement at will or for safety reasons, (ii) material breach by either party that is not cured within ninety (90) days, or (iii) either party’s insolvency. | ||||
MorphoSys AG | ||||
In June 2014, the Company and MorphoSys AG agreed to terminate their license agreement effective as of August 15, 2014 and resolve all outstanding claims thereunder. On August 11, 2014, the Company made the €1,000,000 payment to MorphoSys AG pursuant to the agreed upon settlement. | ||||
Legal Contingencies | ||||
From time to time, the Company may be involved in disputes and legal proceedings in the ordinary course of its business. These proceedings may include allegations of infringement of intellectual property, employment or other matters. The Company currently has no legal proceedings ongoing that management estimates could have a material effect on the Company’s Financial Statements. |
RelatedParty_Transactions
Related-Party Transactions | 24 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 17. Related-Party Transactions |
The Company paid its non-employee directors fees for services as directors and consulting of approximately $568,000 and $271,000 for the years ended December 31, 2014 and 2013, respectively, which were included in general and administrative expenses. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 24 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Basis of Presentation | Basis of Presentation | ||||||||||||||||
The accompanying financial information as of December 31, 2014 and 2013 and for the years then ended has been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). | |||||||||||||||||
Significant Risks and Uncertainties | Significant Risks and Uncertainties | ||||||||||||||||
The Company’s operations are subject to a number of factors that can 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 products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, the Company’s products, 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. See “Risk Factors” contained elsewhere in this Annual Report on Form 10-K for additional risks and uncertainties. | |||||||||||||||||
Reverse Stock Split | Reverse Stock Split | ||||||||||||||||
The Company’s board of directors approved a 1-for-7 reverse split of the Company’s outstanding common stock. This reverse split was effected on July 25, 2014. Accordingly, all shares and per share amounts were retroactively adjusted to reflect this reverse split. | |||||||||||||||||
Use of Estimates | 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 expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
Prior to being a public company, the Company utilized significant estimates and assumptions in determining the fair value of its common stock. The Company granted stock options at exercise prices not less than the fair market value of its common stock as determined by the board of directors, with input from management. The board of directors determined the estimated fair value of the Company’s common stock based on a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector and the prices at which the Company sold shares of redeemable convertible preferred stock, the superior rights and preferences of securities senior to the Company’s common stock at the time and the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company. | |||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||||||||
The Company considers all highly liquid investments with maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposit, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value. | |||||||||||||||||
Marketable Securities | Marketable Securities | ||||||||||||||||
Marketable securities at December 31, 2014 consisted of investments in short-term corporate debt securities. The Company did not have any marketable securities as of December 31, 2013. Management determines the appropriate classification of the securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date. The Company classifies its marketable securities as available-for-sale pursuant to ASC 320, Investments – Debt and Equity Securities. Marketable securities are recorded at fair value, with unrealized gains and losses included as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit) and a component of total comprehensive loss in the statements of comprehensive loss, until realized. The fair value of these securities is based on quoted prices for identical or similar assets. Realized gains and losses are included in investment income on a specific-identification basis. There were no realized gains or losses on marketable securities for the year ended December 31, 2014. | |||||||||||||||||
The Company reviews marketable securities for other-than-temporary impairment whenever the fair value of a marketable security is less than the amortized cost and evidence indicates that a marketable security’s carrying amount is not recoverable within a reasonable period of time. Other-than-temporary impairments of investments are recognized in the statements of operations if the Company has experienced a credit loss, has the intent to sell the marketable security, or if it is more likely than not that the Company will be required to sell the marketable security before recovery of the amortized cost basis. Evidence considered in this assessment includes reasons for the impairment, compliance with the Company’s investment policy, the severity and the duration of the impairment and changes in value subsequent to the end of the period. | |||||||||||||||||
Marketable securities at December 31, 2014 consist of the following: | |||||||||||||||||
Marketable Securities | Amortized Cost | Unrealized | Unrealized | Fair Value | |||||||||||||
Gains | Losses | ||||||||||||||||
Current: | |||||||||||||||||
Corporate debt | $ | 1,671,233 | $ | 159 | $ | (786 | ) | $ | 1,670,606 | ||||||||
At December 31, 2014, the Company held only current investments. Investments classified as current have maturities of less than one year. Investments that would be classified as non-current are those that have maturities of greater than one year and management does not intend to liquidate within the next twelve months. | |||||||||||||||||
At December 31, 2014, the Company held three debt securities that individually and in total were in an immaterial unrealized loss position for less than one year. The aggregate fair value of debt securities in an unrealized loss position at December 31, 2014 was $1,222,291. The Company evaluated its securities for other-than-temporary impairment and considered the decline in market value for the securities to be primarily attributable to current economic and market conditions. It is not more likely than not that the Company will be required to sell the securities, and the Company does not intend to do so prior to the recovery of the amortized cost basis. Based on this analysis, these marketable securities were not considered to be other-than-temporarily impaired as of December 31, 2014. | |||||||||||||||||
Concentrations of Credit Risk | Concentrations of Credit Risk | ||||||||||||||||
Financial instruments which potentially subject the Company to credit risk consist primarily of cash, cash equivalents and marketable securities. The Company holds these investments in highly rated financial institutions, and, by policy, limits the amounts of credit exposure to any one financial institution. These amounts at times may exceed federally insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. | |||||||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||||||||||
The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts payable, accrued liabilities, notes payable, convertible notes, warrant liabilities and embedded derivatives liabilities. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The fair value of the Company’s convertible notes, warrant liabilities and embedded derivatives liabilities are based upon unobservable inputs, as described further below. | |||||||||||||||||
The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820), establishes a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The three levels of the fair value hierarchy are described below: | |||||||||||||||||
Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | |||||||||||||||||
Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. | |||||||||||||||||
Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. | |||||||||||||||||
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | |||||||||||||||||
The Company had no liabilities classified as Level 1 or Level 2. The carrying amounts reported in the accompanying financial statements for accounts payable and accrued expenses approximate their respective fair values due to their short-term maturities. The fair value of the warrant and embedded derivative liabilities are discussed in Note 3, “Fair Value Measurements.” | |||||||||||||||||
Property, Office Equipment, and Leasehold Improvements | Property, Office Equipment, and Leasehold Improvements | ||||||||||||||||
Property and equipment are recorded at cost less accumulated depreciation. Depreciation of property and equipment is provided by the straight-line method over their estimated useful lives, ranging from three to five years. | |||||||||||||||||
Leasehold improvements are amortized on a straight line basis over the useful life of the improvement or the initial lease term, whichever is shorter. Costs for normal repair and maintenance are charged to expense as incurred. | |||||||||||||||||
Deferred Rent | Deferred Rent | ||||||||||||||||
The Company has an operating lease for office and laboratory space. Rent expense is recorded on a straight-line basis over the initial lease term. The difference between the actual cash paid and the straight-line rent expense is recorded as deferred rent. | |||||||||||||||||
Research and Development Costs | Research and Development Costs | ||||||||||||||||
Research and development costs are charged to expense as incurred and are typically made up of salaries and benefits, clinical trial activities, drug development and manufacturing costs, and third-party service fees, including for clinical research organizations and investigative sites. 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, and are reflected in the financial statements as prepaid or accrued expenses. | |||||||||||||||||
Share-based Compensation | Share-based Compensation | ||||||||||||||||
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees and non-employee directors, including employee stock options. Compensation expense based on the grant date fair value is generally amortized over the requisite service period of the award on a straight-line basis. | |||||||||||||||||
The fair value of options is calculated using the Black-Scholes option pricing model to determine the fair value of stock options on the date of grant based on key assumptions such as stock price, expected volatility and expected term. The Company’s estimates of these assumptions are primarily based on third-party valuations, historical data, peer company data and judgment regarding future trends and factors. Prior to being a public company, the Company utilized significant estimates and assumptions in determining the fair value of its common stock. The board of directors determined the estimated fair value of the Company’s common stock based on a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector and the prices at which the Company sold shares of redeemable convertible preferred stock, the superior rights and preferences of securities senior to the Company’s common stock at the time and the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company. | |||||||||||||||||
Income Taxes | Income Taxes | ||||||||||||||||
The Company uses the asset and liability method to calculate deferred tax assets and liabilities. Deferred taxes are recognized based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The Company records a valuation allowance against a deferred tax asset when it is more-likely-than-not that the deferred tax asset will not be realized. | |||||||||||||||||
The Company is subject to federal, state and local taxes and follows a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company recognizes tax benefits or expenses of uncertain tax positions in the year such determination is made when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has reviewed the Company’s tax positions for all open tax years (tax years ended December 31, 2008 through December 31, 2014) and concluded that no provision for unrecognized tax benefits or expense is required in these financial statements. There are no income tax audits in progress as of December 31, 2014. | |||||||||||||||||
Impairment of Long-lived Assets | Impairment of Long-lived Assets | ||||||||||||||||
In accordance with ASC 360, Property, Plant, and Equipment, the Company’s policy is to review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Through December 31, 2014, no impairment of long-lived assets has occurred. | |||||||||||||||||
Segment and Geographic Information | Segment and Geographic Information | ||||||||||||||||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief decision maker view the Company’s operations and manage its business as one operating segment. The Company operates in only one geographic segment. | |||||||||||||||||
Net Loss per Share Applicable to Common Stockholders | Net Loss per Share Applicable to Common Stockholders | ||||||||||||||||
Basic net loss per share applicable to common stockholders is calculated by dividing net loss applicable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Net loss applicable to common stockholders is calculated by adjusting the net loss of the Company for cumulative preferred stock dividends. Diluted net loss per share applicable to common stockholders is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the dilutive net loss per share applicable to common stockholders calculation, stock options and warrant are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share applicable to common stockholders, as their effect would be anti-dilutive; therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented. | |||||||||||||||||
Comprehensive Income (Loss) | Comprehensive Income (Loss) | ||||||||||||||||
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions, and other events and circumstances from non-owner sources, and currently consists of net loss and changes in unrealized gains and losses on available-for-sale securities. | |||||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||||||
In June 2014, the FASB issued Accounting Standards Update, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 910, Consolidation (ASU 2014-10). ASU 2014-10 eliminates the designation of “Development Stage Entity” in the codification and the incremental reporting requirements associated with this designation. This update allows an entity currently designated as “development stage” to remove the designation from its financial statements and the inception-to-date information from its statements of income, cash flows and shareholders’ equity. This guidance is effective for fiscal years beginning after December 15, 2014. Early adoption is allowed, and the Company adopted this pronouncement commencing with its financial statements as of June 30, 2014 and for the three and six months ended June 30, 2014, removing the “development stage entity” designation and associated information no longer required. | |||||||||||||||||
In August 2014, the FASB issued a new Accounting Standards Update, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year of the date the financial statements are issued, and, if such conditions exist, to provide related footnote disclosures. The guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its financial statements and related disclosures. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 24 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Schedule of Marketable Securities | Marketable securities at December 31, 2014 consist of the following: | ||||||||||||||||
Marketable Securities | Amortized Cost | Unrealized | Unrealized | Fair Value | |||||||||||||
Gains | Losses | ||||||||||||||||
Current: | |||||||||||||||||
Corporate debt | $ | 1,671,233 | $ | 159 | $ | (786 | ) | $ | 1,670,606 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 24 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Assumption Ranges Used to Determine Fair Value of Convertible Note Related Warrant, Embedded Derivatives Liabilities and Fair Value of Warrant Liability | The following assumption ranges were used in the Black-Scholes option-pricing model to determine the fair value of the convertible note related warrant and embedded derivatives liabilities immediately prior to the Company’s IPO and as of December 31, 2013: | ||||||||||||||||
Immediately | December 31, | ||||||||||||||||
Prior to | 2013 | ||||||||||||||||
IPO | |||||||||||||||||
Expected volatility | 61.2 | % | 56.8% – 61.2% | ||||||||||||||
Expected term (in years) | 4.09 | 2.99 – 4.08 | |||||||||||||||
Risk-free interest rate | 1.31 | % | 0.78% – 1.33% | ||||||||||||||
Expected dividend yield | — | % | — % | ||||||||||||||
Estimated Fair Values per Share of Company's Underlying Common Stock and Probability Weightings Used to Determine Fair Value of Convertible Note Related Warrant and Embedded Derivative Liabilities | The following estimated fair values per share of the Company’s underlying common stock and probability weightings were used to determine the fair value of the convertible note related warrant and embedded derivatives liabilities immediately prior to the Company’s IPO and as of December 31, 2013: | ||||||||||||||||
Immediately Prior to IPO | December 31, 2013 | ||||||||||||||||
Scenarios | Estimated | Probability | Estimated | Probability | |||||||||||||
Fair Value | Weighting | Fair Value | Weighting | ||||||||||||||
per Common | per Common | ||||||||||||||||
Share | Share | ||||||||||||||||
Early initial public offering | $ | 4 | 100 | % | $ | 7.42 | 20 | % | |||||||||
Delayed initial public offering | $ | — | — | $ | 8.61 | 40 | % | ||||||||||
Dissolution or Sale | $ | — | — | $ | 0 | 40 | % | ||||||||||
Information about Company's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013: | ||||||||||||||||
Fair Value Measurement As of December 31, 2014 | |||||||||||||||||
Quoted Prices | Significant | Significant | |||||||||||||||
in Active | Other Observable | Unobservable | |||||||||||||||
Markets for | Inputs | Inputs | |||||||||||||||
Identical Assets | (Level 2) | (Level 3) | |||||||||||||||
(Level 1) | |||||||||||||||||
Cash equivalents | $ | 25,628,918 | $ | — | $ | — | |||||||||||
Marketable securities | 1,670,606 | — | — | ||||||||||||||
Warrant liability | — | — | 313,004 | ||||||||||||||
Total | $ | 27,309,524 | $ | — | $ | 313,004 | |||||||||||
Fair Value Measurement As of December 31, 2013 | |||||||||||||||||
Quoted Prices | Significant | Significant | |||||||||||||||
in Active | Other Observable | Unobservable | |||||||||||||||
Markets for | Inputs | Inputs | |||||||||||||||
Identical Assets | (Level 2) | (Level 3) | |||||||||||||||
(Level 1) | |||||||||||||||||
Cash equivalents | $ | 3,917,876 | $ | — | $ | — | |||||||||||
Warrant liability | — | — | 3,088,017 | ||||||||||||||
Embedded derivatives liability | — | — | 2,680,780 | ||||||||||||||
Total | $ | 3,917,876 | $ | — | $ | 5,768,797 | |||||||||||
Reconciliation of Company's Financial Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) | The following tables present a reconciliation of the Company’s financial liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2014 and 2013: | ||||||||||||||||
Warrant liabilities | |||||||||||||||||
Year Ended | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Balance at beginning of period | $ | 3,088,017 | $ | — | |||||||||||||
Issuances of convertible notes | 865,635 | 2,080,722 | |||||||||||||||
Cancellation of placement agent warrants (2) | (941,541 | ) | — | ||||||||||||||
Issuance of underwriter’s warrants | 403,696 | — | |||||||||||||||
Increase in fair value (1) | 2,563,080 | 1,007,295 | |||||||||||||||
Conversion of convertible notes to common stock | (5,665,883 | ) | — | ||||||||||||||
Balance at end of period | $ | 313,004 | $ | 3,088,017 | |||||||||||||
Embedded derivatives liabilities | |||||||||||||||||
Year Ended | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Balance at beginning of period | $ | 2,680,780 | $ | — | |||||||||||||
Issuances of convertible notes | 537,607 | 1,075,985 | |||||||||||||||
(Decrease) increase in fair value (1) | (1,337,878 | ) | 1,604,795 | ||||||||||||||
Conversion of convertible notes to common stock | (1,880,509 | ) | — | ||||||||||||||
Balance at end of period | $ | — | $ | 2,680,780 | |||||||||||||
-1 | The change in the fair values of the warrant and embedded derivatives liabilities are recorded in other expenses in the statement of operations. | ||||||||||||||||
-2 | The Company reclassified the balance of the placement agent warrants to additional paid-in capital as a reduction of the offering costs upon their cancellation. | ||||||||||||||||
Underwriter's Warrant [Member] | |||||||||||||||||
Assumption Ranges Used to Determine Fair Value of Convertible Note Related Warrant, Embedded Derivatives Liabilities and Fair Value of Warrant Liability | The following assumptions were used in a Black-Scholes option-pricing model to determine the fair value of the warrant liability as of December 31, 2014 and at issuance: | ||||||||||||||||
As of | Issuance of | ||||||||||||||||
December 31, 2014 | Underwriter’s Warrant | ||||||||||||||||
Expected volatility | 74.8 | % | 75.5 | % | |||||||||||||
Remaining contractual term (in years) | 4.67 | 5 | |||||||||||||||
Risk-free interest rate | 1.65 | % | 1.65 | % | |||||||||||||
Expected dividend yield | — | % | — | % | |||||||||||||
Black-Scholes Option Pricing Model [Member] | |||||||||||||||||
Assumption Ranges Used to Determine Fair Value of Convertible Note Related Warrant, Embedded Derivatives Liabilities and Fair Value of Warrant Liability | The fair value of each warrant to purchase shares of common stock issued for services rendered to the Company was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: | ||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Fair value of underlying common stock | $ | 4.27 | $ | 3.5 | |||||||||||||
Expected volatility | 75.4 | % | 72.8 | % | |||||||||||||
Remaining contractual term (in years) | 5 | 5 | |||||||||||||||
Risk-free interest rate | 1.68 | % | 0.65 | % | |||||||||||||
Expected dividend yield | — | % | — | % |
Property_Equipment_and_Leaseho1
Property, Equipment, and Leasehold Improvements (Tables) | 24 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of Property, Equipment and Leasehold Improvements, at Cost | Property, equipment, and leasehold improvements, at cost, consist of: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Computer equipment | $ | 19,691 | $ | 19,691 | |||||
Furniture | 434,697 | 451,197 | |||||||
Lab equipment | 1,631,016 | 1,708,162 | |||||||
Leasehold improvements | 1,813,520 | 1,813,520 | |||||||
3,898,924 | 3,992,570 | ||||||||
Less: accumulated depreciation and amortization | (1,750,769 | ) | (1,257,395 | ) | |||||
$ | 2,148,155 | $ | 2,735,175 | ||||||
Other_Assets_Tables
Other Assets (Tables) | 24 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||
Schedule of Other Assets | Other assets consists of the following: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Deferred offering costs | $ | — | $ | 1,245,660 | |||||
Debt issuance costs | — | 1,190,699 | |||||||
Other | 143,621 | 143,621 | |||||||
$ | 143,621 | $ | 2,579,980 | ||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 24 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Summary of Accrued Expenses | Accrued expenses consist of the following: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accrued compensation costs | $ | 1,865,778 | $ | 2,162,961 | |||||
Accrued financing costs | — | 1,245,660 | |||||||
Accrued interest charges | — | 462,773 | |||||||
Accrued research and development service fees | 202,183 | 100,800 | |||||||
Accrued professional fees | 286,443 | 13,413 | |||||||
Accrued licensing fees | 200,000 | — | |||||||
Other | 156,803 | 109,730 | |||||||
$ | 2,711,207 | $ | 4,095,337 |
Senior_Convertible_Notes_Table
Senior Convertible Notes (Tables) | 24 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Summary of Convertible Notes | As of December 31, 2014 and 2013, the Convertible Notes consisted of the following: | ||||||||
December 31, | |||||||||
Liability component | 2014 | 2013 | |||||||
Principal | $ | — | $ | 11,963,650 | |||||
Less: debt discount, net (1) | — | (2,147,286 | ) | ||||||
Net carrying amount | $ | — | $ | 9,816,364 | |||||
-1 | Includes the estimated fair value of the warrants issued to purchasers of the Convertible Notes and the bifurcated embedded derivative features of the Convertible Notes at the time of issuance. The Company recorded interest expense on a quarterly basis and upon the closing of the Company’s IPO. The components of interest expense include (i) accrued interest at the stated 8% rate, (ii) the amortization of the debt discount and (iii) the amortization of the deferred issuance costs. |
Net_Loss_Per_Share_of_Common_S1
Net Loss Per Share of Common Stock (Tables) | 24 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Schedule of Computation of Basic and Diluted Loss Per Share for Common Stockholders | The following table sets forth the computation of basic and diluted loss per share for common stockholders: | ||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Net loss applicable to common stockholders | $ | (34,617,536 | ) | $ | (23,620,702 | ) | |||
Weighted average shares of common stock outstanding | 8,973,599 | 1,011,789 | |||||||
Net loss per share of common stock—basic and diluted | $ | (3.86 | ) | $ | (23.35 | ) | |||
Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding | The following potentially dilutive securities outstanding at December 31, 2014 and 2013 have been excluded from the computation of diluted weighted average shares outstanding, as they would have been antidilutive: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Preferred stock | — | 4,554,874 | |||||||
Stock options | 3,089,327 | 2,221,652 | |||||||
Class A Warrants | 6,880,333 | — | |||||||
Class B Warrants | 3,440,166 | — | |||||||
Warrants | 4,256,862 | 718,322 | |||||||
17,666,688 | 7,494,848 | ||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 24 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Summary of Future Minimum Lease Payments | Future minimum lease payments are as follows: | ||||
Amount | |||||
Year ending December 31: | |||||
2015 | $ | 835,191 | |||
2016 | 851,895 | ||||
2017 | 868,933 | ||||
2018 | 886,311 | ||||
2019 | 904,038 | ||||
Thereafter | 7,914,514 | ||||
$ | 12,260,882 | ||||
Capital_Structure_Tables
Capital Structure (Tables) | 24 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Equity [Abstract] | |||||||||
Summary of Common Stock Reserved for Future Issuance | The Company has reserved for future issuance the following number of shares of common stock as of December 31, 2014 and 2013: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Conversion of Series A preferred stock | — | 628,570 | |||||||
Conversion of Series B preferred stock | — | 1,328,902 | |||||||
Conversion of Series C preferred stock | — | 2,597,402 | |||||||
Conversion of Series C-1 preferred stock | — | — | |||||||
Options to purchase common stock | 3,089,327 | 2,221,652 | |||||||
Class A Warrants to purchase common stock | 6,880,333 | — | |||||||
Class B Warrants to purchase common stock | 3,440,166 | — | |||||||
Warrants to purchase common stock | 4,256,682 | 718,322 | |||||||
17,666,688 | 7,494,848 | ||||||||
Stock_Warrants_Tables
Stock Warrants (Tables) | 24 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Schedule of Warrants Outstanding | As of December 31, 2014 and 2013, the Company had warrants outstanding as shown in the table below. | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Warrants to purchase common stock | 14,577,361 | 718,322 | (1) | ||||||
Weighted-average exercise price per share | $ | 4.32 | $ | 6.44 | |||||
-1 | The warrants issued to purchasers of Company’s senior convertible notes were not included as the number of shares was not determinable as of December 31, 2013 | ||||||||
The following table summarizes information regarding the Company’s warrants outstanding at December 31, 2014: | |||||||||
Exercise Prices | Shares | Expiry Date | |||||||
Underlying | |||||||||
Outstanding | |||||||||
Warrants | |||||||||
£ $3.50 | 3,656,086 | August 31, 2016 – September 1, 2021 | |||||||
$4.00 | 3,440,166 | October 31, 2015 | |||||||
$4.80 | 6,880,333 | January 31, 2017 | |||||||
$5.00 - $9.99 | 412,434 | August 6, 2015 – June 27, 2021 | |||||||
³ $10.00 | 188,342 | August 31, 2016 – January 5, 2022 | |||||||
14,577,361 | |||||||||
Stock_Option_and_Incentive_Pla1
Stock Option and Incentive Plans (Tables) | 24 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Summary of Stock Option Activity | A summary of stock option activity for the year ended December 31, 2014, is summarized as follows: | ||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average Remaining | Intrinsic Value | ||||||||||||||
Exercise Price | Contractual Life | ||||||||||||||||
(in years) | |||||||||||||||||
Options outstanding at December 31, 2012 | 1,549,390 | $ | 9.31 | ||||||||||||||
Granted (1) | 1,351,220 | 3.57 | |||||||||||||||
Exercised | — | — | |||||||||||||||
Forfeited (1) | (678,948 | ) | 10.99 | ||||||||||||||
Options outstanding at December 31, 2013 | 2,221,652 | $ | 5.32 | ||||||||||||||
Granted | 983,484 | 4 | |||||||||||||||
Exercised | — | — | |||||||||||||||
Forfeited | (115,809 | ) | 4.5 | ||||||||||||||
Options outstanding at December 31, 2014 | 3,089,327 | 4.95 | 7.57 | $ | 75,478 | ||||||||||||
Vested and exercisable at December 31, 2014 | 2,306,769 | 5.19 | 4.95 | $ | 20,529 | ||||||||||||
-1 | Includes grants for the purchase of 647,521 shares of common stock that were tendered under the Exchange Offer. | ||||||||||||||||
Weighted Average Assumptions to Compute Fair Value of Stock Option Grants | The following weighted average assumptions were used to compute the fair value of stock option grants: | ||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk free interest rate | 1.95 | % | 1.21 | % | |||||||||||||
Expected dividend yield | — | — | |||||||||||||||
Expected term (in years) | 5.96 | 6.22 | |||||||||||||||
Expected volatility | 76.3 | % | 73.2 | % |
Income_Taxes_Tables
Income Taxes (Tables) | 24 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Components of Deferred Tax Assets/Liabilities | The principal components of the Company’s deferred tax assets/liabilities for 2014 and 2013 are as follows: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets/liabilities: | |||||||||
Net operating loss carryovers | $ | 26,959,701 | $ | 19,631,830 | |||||
R&D tax credits | 1,224,288 | 882,330 | |||||||
Share-based compensation | 1,649,073 | 1,513,809 | |||||||
Accrued compensation and severance | 409,234 | 906,922 | |||||||
Depreciation | (690,981 | ) | (867,325 | ) | |||||
Deferred rent | 370,376 | 349,675 | |||||||
Intangible assets | 229,836 | 240,565 | |||||||
30,151,527 | 22,657,806 | ||||||||
Valuation allowance | (30,151,527 | ) | (22,657,806 | ) | |||||
Net deferred tax assets (liabilities) | $ | — | $ | — | |||||
Summary of Reconciliation of Statutory U.S. Federal Rate to Company's Effective Tax Rate | A reconciliation of the statutory U.S. Federal rate to the company’s effective tax rate is as follows: | ||||||||
Year Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Federal income tax benefit at statutory rate | (34.00 | )% | (34.00 | )% | |||||
State income tax, net of federal benefit | (5.70 | ) | (5.00 | ) | |||||
Permanent item—non-deductible interest | 14.59 | — | |||||||
Other permanent items | 1.83 | 0.01 | |||||||
Change in valuation allowance | 24.89 | 40.17 | |||||||
R&D tax credits | (1.13 | ) | (1.08 | ) | |||||
Other | (0.48 | ) | (0.10 | ) | |||||
Effective income tax (benefit) expense rate | 0 | % | 0 | % |
Organization_and_Description_o1
Organization and Description of Business - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended |
Aug. 01, 2014 | Aug. 31, 2014 | Dec. 31, 2014 | |
Organization And Description Of Business [Line Items] | |||
Net proceeds from initial public offering | $35,000,000 | $35,000,000 | $41,281,998 |
Initial Public Offering [Member] | |||
Organization And Description Of Business [Line Items] | |||
Shares issued | 6,000,000 | ||
Securities converted into common stock | 11,971,956 | ||
IPO Over-Allotment [Member] | |||
Organization And Description Of Business [Line Items] | |||
Shares issued | 880,333 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt_Security | ||
Segment | ||
GeographicalAreas | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Reverse split of the company's outstanding common stock | 1-for-7 | |
Reverse split, effective date | 25-Jul-14 | |
Maturity period of highly liquid investments | Three months or less | |
Marketable securities | $0 | |
Realized gains or losses on marketable securities | 0 | |
Maturity period classified current investments | Less than one year | |
Maturity period classified non-current investments | Greater than one year and management does not intend to liquidate within the next twelve months. | |
Number of debt securities held | 3 | |
Aggregate fair value of debt securities | 1,222,291 | |
Provision for unrecognized tax benefits or expense | 0 | |
Impairment of long-lived assets | 0 | |
Number of operating segment | 1 | |
Number of geographic segment | 1 | |
Earliest Tax Year [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Tax position for all open tax years | 2008 | |
Latest Tax Year [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Tax position for all open tax years | 2014 | |
Minimum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment, estimated useful lives | P3Y | |
Maximum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment, estimated useful lives | P5Y | |
Level 1 [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Liabilities | 0 | |
Level 2 [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Liabilities | $0 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Marketable Securities (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Marketable Securities [Line Items] | |
Marketable Securities, Fair Value | $1,670,606 |
Corporate Debt [Member] | |
Marketable Securities [Line Items] | |
Marketable Securities, Amortized Cost | 1,671,233 |
Marketable Securities, Unrealized Gains | 159 |
Marketable Securities, Unrealized Losses | -786 |
Marketable Securities, Fair Value | $1,670,606 |
Fair_Value_Measurements_Assump
Fair Value Measurements - Assumption Ranges Used to Determine Fair Value of Convertible Note Related Warrant, Embedded Derivatives Liabilities and Fair Value of Warrant Liability (Detail) | 0 Months Ended | 12 Months Ended | |
Jul. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility | 61.20% | 75.40% | 72.80% |
Expected term (in years) | 4 years 1 month 2 days | ||
Remaining contractual term (in years) | 5 years | 5 years | |
Risk-free interest rate | 1.31% | 1.68% | 0.65% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility | 56.80% | ||
Expected term (in years) | 2 years 11 months 27 days | ||
Risk-free interest rate | 0.78% | ||
Expected dividend yield | 0.00% | ||
Minimum [Member] | Underwriter's Warrant [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility | 74.80% | ||
Remaining contractual term (in years) | 4 years 8 months 1 day | ||
Risk-free interest rate | 1.65% | ||
Expected dividend yield | 0.00% | ||
Maximum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility | 61.20% | ||
Expected term (in years) | 4 years 29 days | ||
Risk-free interest rate | 1.33% | ||
Expected dividend yield | 0.00% | ||
Maximum [Member] | Underwriter's Warrant [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility | 75.50% | ||
Remaining contractual term (in years) | 5 years | ||
Risk-free interest rate | 1.65% | ||
Expected dividend yield | 0.00% |
Fair_Value_Measurements_Estima
Fair Value Measurements - Estimated Fair Values per Share of Company's Underlying Common Stock and Probability Weightings Used to Determine Fair Value of Convertible Note Related Warrant and Embedded Derivative Liabilities (Detail) (USD $) | Jul. 31, 2014 | Dec. 31, 2013 |
Early Initial Public Offering [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Estimated Fair Value per Common Share | $4 | $7.42 |
Probability Weighting | 100.00% | 20.00% |
Delayed Initial Public Offering [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Estimated Fair Value per Common Share | $8.61 | |
Probability Weighting | 40.00% | |
Dissolution or Sale [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Estimated Fair Value per Common Share | $0 | |
Probability Weighting | 40.00% |
Fair_Value_Measurements_Inform
Fair Value Measurements - Information about Company's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Marketable securities | $1,670,606 | |
Warrant liability | 313,004 | 3,088,017 |
Embedded derivatives liability | 2,680,780 | |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Cash equivalents | 25,628,918 | 3,917,876 |
Marketable securities | 1,670,606 | |
Total | 27,309,524 | 3,917,876 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Warrant liability | 313,004 | 3,088,017 |
Embedded derivatives liability | 2,680,780 | |
Total | $313,004 | $5,768,797 |
Fair_Value_Measurements_Reconc
Fair Value Measurements - Reconciliation of Company's Financial Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Warrant Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of period | $3,088,017 | |
Issuances of convertible notes | 865,635 | 2,080,722 |
Cancellation of placement agent warrants | -941,541 | |
Issuance of underwriter's warrants | 403,696 | |
(Decrease) increase in fair value | 2,563,080 | 1,007,295 |
Conversion of convertible notes to common stock | -5,665,883 | |
Balance at end of period | 313,004 | 3,088,017 |
Embedded Derivatives Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of period | 2,680,780 | |
Issuances of convertible notes | 537,607 | 1,075,985 |
(Decrease) increase in fair value | -1,337,878 | 1,604,795 |
Conversion of convertible notes to common stock | -1,880,509 | |
Balance at end of period | $2,680,780 |
Property_Equipment_and_Leaseho2
Property, Equipment, and Leasehold Improvements - Schedule of Property, Equipment and Leasehold Improvements, at Cost (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and leasehold improvements, at cost, gross | $3,898,924 | $3,992,570 |
Less: accumulated depreciation and amortization | -1,750,769 | -1,257,395 |
Property, equipment, and leasehold improvements, at cost, net | 2,148,155 | 2,735,175 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and leasehold improvements, at cost, gross | 19,691 | 19,691 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and leasehold improvements, at cost, gross | 434,697 | 451,197 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and leasehold improvements, at cost, gross | 1,631,016 | 1,708,162 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and leasehold improvements, at cost, gross | $1,813,520 | $1,813,520 |
Property_Equipment_and_Leaseho3
Property, Equipment, and Leasehold Improvements - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment Capitalized Interest Costs [Abstract] | ||
Depreciation expense | $551,323 | $559,237 |
Other_Assets_Schedule_of_Other
Other Assets - Schedule of Other Assets (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred offering costs | $1,245,660 | |
Debt issuance costs | 1,190,699 | |
Other | 143,621 | 143,621 |
Other assets | $2,579,980 | $143,621 |
Accrued_Expenses_Summary_of_Ac
Accrued Expenses - Summary of Accrued Expenses (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ||
Accrued compensation costs | $1,865,778 | $2,162,961 |
Accrued financing costs | 1,245,660 | |
Accrued interest charges | 462,773 | |
Accrued research and development service fees | 202,183 | 100,800 |
Accrued professional fees | 286,443 | 13,413 |
Accrued licensing fees | 200,000 | |
Other | 156,803 | 109,730 |
Accrued expenses and other current liabilities | $2,711,207 | $4,095,337 |
Senior_Convertible_Notes_Addit
Senior Convertible Notes - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Aug. 01, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | |||
Convertible Notes, principal amount | $11,963,650 | ||
Convertible Notes, interest rate | 8.00% | ||
IPO, closing date | 1-Aug-14 | ||
Common stock held by Convertible Notes holders, exercise price | $7.50 | ||
Recognition of beneficial conversion feature | 7,428,547 | ||
Initial Public Offering [Member] | |||
Debt Instrument [Line Items] | |||
Conversion of Convertible Notes together with accrued and unpaid interest into common stock, shares | 5,109,988 | ||
8.00% Convertible Notes due May 31, 2015 [Member] | |||
Debt Instrument [Line Items] | |||
Convertible Notes, principal amount | 15,000,000 | ||
Convertible Notes, interest rate | 8.00% | ||
Convertible Notes, due date | 31-May-15 | ||
Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Common stock held by Convertible Notes holders | 3,321,416 | ||
Common stock held by Convertible Notes holders, exercise price | $3 | ||
Dr. Sol Barer [Member] | 8.00% Convertible Notes due May 31, 2015 [Member] | |||
Debt Instrument [Line Items] | |||
Convertible Notes, amount | 2,000,000 | ||
Mr. Zan [Member] | 8.00% Convertible Notes due May 31, 2015 [Member] | |||
Debt Instrument [Line Items] | |||
Convertible Notes, amount | 831,350 | ||
Mr. Low [Member] | 8.00% Convertible Notes due May 31, 2015 [Member] | |||
Debt Instrument [Line Items] | |||
Convertible Notes, amount | 90,000 | ||
Ms. Julia P. Gregory [Member] | 8.00% Convertible Notes due May 31, 2015 [Member] | |||
Debt Instrument [Line Items] | |||
Convertible Notes, amount | $25,000 | ||
Placement Agent Warrants [Member] | |||
Debt Instrument [Line Items] | |||
Percentage of warrant on number of shares of common stock | 10.00% |
Senior_Convertible_Notes_Summa
Senior Convertible Notes - Summary of Convertible Notes (Detail) (USD $) | Dec. 31, 2013 |
Debt Disclosure [Abstract] | |
Principal | $11,963,650 |
Less: debt discount, net | -2,147,286 |
Net carrying amount | $9,816,365 |
Senior_Convertible_Notes_Summa1
Senior Convertible Notes - Summary of Convertible Notes (Parenthetical) (Detail) | Dec. 31, 2014 |
Debt Disclosure [Abstract] | |
Accrued interest at stated percentage | 8.00% |
Net_Loss_Per_Share_of_Common_S2
Net Loss Per Share of Common Stock - Schedule of Computation of Basic and Diluted Loss Per Share for Common Stockholders (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | ||
Net loss applicable to common stockholders | ($34,617,536) | ($23,620,702) |
Weighted average shares of common stock outstanding | 8,973,599 | 1,011,789 |
Net loss per share of common stock-basic and diluted | ($3.86) | ($23.35) |
Net_Loss_Per_Share_of_Common_S3
Net Loss Per Share of Common Stock - Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities outstanding excluded from the computation of diluted weighted average shares | 17,666,688 | 7,494,848 |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities outstanding excluded from the computation of diluted weighted average shares | 4,554,874 | |
Equity Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities outstanding excluded from the computation of diluted weighted average shares | 3,089,327 | 2,221,652 |
Class A Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities outstanding excluded from the computation of diluted weighted average shares | 6,880,333 | |
Class B Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities outstanding excluded from the computation of diluted weighted average shares | 3,440,166 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities outstanding excluded from the computation of diluted weighted average shares | 4,256,862 | 718,322 |
Commitment_and_Contingencies_A
Commitment and Contingencies - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||
Jan. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2010 | |
ExtensionOptions | ExtensionOptions | |||||
Other Commitments [Line Items] | ||||||
Non-cancellable operating lease, expiration date | 2027-12 | 2025-12 | ||||
Extended lease agreement, date | 2027-12 | |||||
Security deposit paid for lease facilities | $78,238 | $54,865 | ||||
Number of lease extension option | 2 | 2 | ||||
Lease renewal termination period | 5 years | 5 years | ||||
Rent expense | 871,000 | 870,000 | ||||
Loan forgiveness amount | 600,000 | |||||
Share-based compensation | 1,511,509 | 2,309,569 | ||||
General and Administrative Expense [Member] | ||||||
Other Commitments [Line Items] | ||||||
Share-based compensation | 1,224,704 | 2,101,089 | ||||
Chief Executive Officer and Board of Director [Member] | ||||||
Other Commitments [Line Items] | ||||||
Employee service period under employee agreement | 5 years | |||||
Employment agreement termination date | 25-Dec-13 | |||||
Separation agreement description | We entered into a separation agreement and release of claims with Dr. Nowinski in December 2013 which provided for severance payments and the maintenance of health benefits for a period of 24 months following the departure date of Dr. Nowinski. | |||||
Estimated fair value of modifications recognized as non-cash share-based compensation | 900,000 | |||||
Number of common stock to be purchased under stock option | 35,714 | |||||
Common stock exercise price per share | $6.02 | |||||
Non-cash share-based compensation expense | 100,000 | |||||
Loan forgiveness amount | 600,000 | |||||
Accrued interest forgiveness | 32,650 | |||||
Chief Executive Officer and Board of Director [Member] | General and Administrative Expense [Member] | ||||||
Other Commitments [Line Items] | ||||||
Loan forgiveness amount | 600,000 | |||||
Severance payments | 2,000,000 | |||||
Share-based compensation | $1,000,000 | |||||
Chief Executive Officer and Board of Director [Member] | Maximum [Member] | ||||||
Other Commitments [Line Items] | ||||||
Stock options exercisable period | 10 years |
Commitments_and_Contingencies_1
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Detail) (USD $) | Dec. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $835,191 |
2016 | 851,895 |
2017 | 868,933 |
2018 | 886,311 |
2019 | 904,038 |
Thereafter | 7,914,514 |
Total future minimum lease payments | $12,260,882 |
Capital_Structure_Additional_I
Capital Structure - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||
Aug. 01, 2014 | Aug. 31, 2014 | Dec. 31, 2014 | Jul. 31, 2014 | Dec. 31, 2013 | 28-May-14 | |
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 28,571,428 | |||
Common stock, par value | $0.00 | $0.00 | ||||
IPO, closing date | 1-Aug-14 | |||||
Initial public offering, units description | Each unit consisted of one share of common stock, one Class A Warrant to purchase one share of common stock at an exercise price of $4.80 per share and one Class B Warrant to purchase one-half share of common stock at an exercise price of $4.00 per full share (the "Units"). | |||||
Warrants exercise price per share | $7.50 | |||||
Common stock upon exercise of option by underwriters | 206,410 | |||||
Net proceeds from initial public offering | $35,000,000 | $35,000,000 | $41,281,998 | |||
Class of warrant purchase percentage | 3.00% | |||||
Warrants expiration date | 27-Aug-19 | |||||
Warrants exercisable period | 180 days | |||||
Common stock, voting rights | The holders of shares of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders and written actions in lieu of meetings. | |||||
Dividends declared or paid | $0 | |||||
Dividend declaration date | 28-May-14 | |||||
Number of shares issued on conversion of preferred stock including in-kind dividend payable into common stock | 6,861,968 | |||||
Class A Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants expiration date | 31-Jan-17 | |||||
Class B Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants expiration date | 31-Oct-15 | |||||
Initial Public Offering [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock units sold by initial public offering | 6,880,333 | |||||
Public offering price, per unit | $6 | |||||
Common stock upon exercise of option by underwriters | 880,333 | |||||
Series A Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issuance of Preferred Stock in payment of dividend | 605,645 | |||||
Series B Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issuance of Preferred Stock in payment of dividend | 1,172,645 | |||||
Series C Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issuance of Preferred Stock in payment of dividend | 1,379,388 | |||||
Series C-1 Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issuance of Preferred Stock in payment of dividend | 2,395 | |||||
Common Class A [Member] | Initial Public Offering [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants exercise price per share | $4.80 | |||||
Common Class B [Member] | Initial Public Offering [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants exercise price per share | $4 |
Capital_Structure_Summary_of_C
Capital Structure - Summary of Common Stock Reserved for Future Issuance (Detail) | Dec. 31, 2014 | Dec. 31, 2013 |
Class of Stock [Line Items] | ||
Total Common Stock reserved for future issuance | 17,666,688 | 7,494,848 |
Series A Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total Common Stock reserved for future issuance | 628,570 | |
Series B Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total Common Stock reserved for future issuance | 1,328,902 | |
Series C Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total Common Stock reserved for future issuance | 2,597,402 | |
Equity Options [Member] | ||
Class of Stock [Line Items] | ||
Total Common Stock reserved for future issuance | 3,089,327 | 2,221,652 |
Class A Warrants [Member] | ||
Class of Stock [Line Items] | ||
Total Common Stock reserved for future issuance | 6,880,333 | |
Class B Warrants [Member] | ||
Class of Stock [Line Items] | ||
Total Common Stock reserved for future issuance | 3,440,166 | |
Warrants [Member] | ||
Class of Stock [Line Items] | ||
Total Common Stock reserved for future issuance | 4,256,682 | 718,322 |
Stock_Warrants_Additional_Info
Stock Warrants - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | ||
Common stock issued , Number of shares | 10,714 | 14,285 |
Common stock issued value per share | $5.25 | $7 |
General and administrative expenses, related to warrants | $1,940,179 | $2,309,569 |
Selling and Administrative Expenses [Member] | ||
Class of Warrant or Right [Line Items] | ||
General and administrative expenses, related to warrants | $26,354 | $22,149 |
Stock_Warrants_Schedule_of_Fai
Stock Warrants - Schedule of Fair Value of Each Warrant to Purchase Shares of Common Stock Issued For Services Rendered to the Company was Estimated Using the Black-Scholes Option Pricing Model (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
Jul. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity [Abstract] | |||
Fair value of underlying common stock | $4.27 | $3.50 | |
Expected volatility | 61.20% | 75.40% | 72.80% |
Remaining contractual term (in years) | 5 years | 5 years | |
Risk-free interest rate | 1.31% | 1.68% | 0.65% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock_Warrants_Schedule_of_War
Stock Warrants - Schedule of Warrants Outstanding (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | ||
Warrants to purchase common stock | $14,577,361 | $718,322 |
Weighted-average exercise price per share | $4.32 | $6.44 |
Exercise Prices | $7.50 | |
Shares Underlying Outstanding Warrants | 14,577,361 | |
Expiry Date | 27-Aug-19 | |
Exercise Price Less Than or Equal to $3.50 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Prices | $3.50 | |
Shares Underlying Outstanding Warrants | 3,656,086 | |
Expiry Start Date | 31-Aug-16 | |
Expiry End Date | 1-Sep-21 | |
Exercise Price $4.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Prices | $4 | |
Shares Underlying Outstanding Warrants | 3,440,166 | |
Expiry Date | 31-Oct-15 | |
Exercise Price $4.80 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Prices | $4.80 | |
Shares Underlying Outstanding Warrants | 6,880,333 | |
Expiry Date | 31-Jan-17 | |
Exercise Price $5.00 - $9.99 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 412,434 | |
Expiry Start Date | 6-Aug-15 | |
Expiry End Date | 27-Jun-21 | |
Exercise Price Greater Than or Equal to $10.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Prices | $10 | |
Shares Underlying Outstanding Warrants | 188,342 | |
Expiry Start Date | 31-Aug-16 | |
Expiry End Date | 5-Jan-22 | |
Minimum [Member] | Exercise Price $5.00 - $9.99 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Prices | $5 | |
Maximum [Member] | Exercise Price $5.00 - $9.99 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Prices | $9.99 |
Stock_Option_and_Incentive_Pla2
Stock Option and Incentive Plans - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Feb. 26, 2013 | Jul. 28, 2014 | Aug. 01, 2014 | Apr. 29, 2014 | Feb. 24, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares of common stock reserved pursuant to the plan | 17,666,688 | 7,494,848 | |||||
Exercise price per share, Granted | $4 | $3.57 | |||||
Options to purchase Company's Common Stock | 647,521 | ||||||
Number of common stock available for grant | 682,154 | ||||||
Weighted average period of unvested stock options | 2 years 2 months 27 days | ||||||
Weighted average grant date fair value of options | $3.95 | $3.50 | |||||
Compensation expense recognized | $1,940,179 | $2,309,569 | |||||
Unrecognized compensation cost related to unvested stock options | $2,021,465 | ||||||
2008 Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Termination of service, Period | 10 years | ||||||
Amended Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares of common stock reserved pursuant to the plan | 1,571,428 | 2,357,142 | 1,857,142 | ||||
Termination of service, Period | 2 years | ||||||
Exercise price per share, Granted | 3.5 | ||||||
Number of participants | 26 | ||||||
Number of employees | 20 | ||||||
Options to purchase Company's Common Stock | 647,521 | ||||||
Number of common stock available for grant | 0 | ||||||
2014 Omnibus Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares of common stock reserved pursuant to the plan | 571,429 | ||||||
Number of additional shares increases of common stock reserved pursuant to the plan | 808,690 | ||||||
2014 Omnibus Incentive Plan [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Annual increase of plan, percentage of common stock shares outstanding | 4.00% |
Stock_Option_and_Incentive_Pla3
Stock Option and Incentive Plans - Summary of Stock Option Activity (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of Options, Options outstanding, Beginning balance | 2,221,652 | 1,549,390 |
Number of Options, Granted | 983,484 | 1,351,220 |
Number of Options, Exercised | 0 | 0 |
Number of Options, Forfeited | -115,809 | -678,948 |
Number of Options, Options outstanding, Ending balance | 3,089,327 | 2,221,652 |
Weighted Average Exercise Price, Options outstanding, Beginning balance | $5.32 | $9.31 |
Number of Options, Vested and exercisable, Ending Balance | 2,306,769 | |
Weighted Average Exercise Price, Granted | $4 | $3.57 |
Weighted Average Exercise Price, Exercised | $0 | $0 |
Weighted Average Exercise Price, Forfeited | $4.50 | $10.99 |
Weighted Average Exercise Price, Options outstanding, Ending balance | $4.95 | $5.32 |
Weighted Average Exercise Price, Vested and exercisable, Ending balance | $5.19 | |
Weighted Average Remaining Contractual Life (in years), Options outstanding | 7 years 6 months 26 days | |
Weighted Average Remaining Contractual Life (in years), Vested and exercisable | 4 years 11 months 12 days | |
Aggregate Intrinsic value, Options outstanding | $75,478 | |
Aggregate Intrinsic value, Vested and exercisable | $20,529 |
Stock_Option_and_Incentive_Pla4
Stock Option and Incentive Plans - Summary of Stock Option Activity (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options to purchase Company's Common Stock | 647,521 |
Stock_Option_and_Incentive_Pla5
Stock Option and Incentive Plans - Weighted Average Assumptions to Compute Fair Value of Stock Option Grants (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Risk free interest rate | 1.95% | 1.21% |
Expected dividend yield | $0 | $0 |
Expected term (in years) | 5 years 11 months 16 days | 6 years 2 months 19 days |
Expected volatility | 76.30% | 73.20% |
Retention_Bonus_Plan_Additiona
Retention Bonus Plan - Additional Information (Detail) (Retention Plan [Member], USD $) | 0 Months Ended | 12 Months Ended | |
Sep. 11, 2014 | Dec. 31, 2014 | Jun. 30, 2014 | |
Retention Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Retention Bonus Plan, description | Under the Retention Plan, participants will vest in and become eligible to receive awards equal to a fixed dollar amount (the bAward Amountb), upon the earliest to occur of any of the following events: (i) the IPO; (ii) a Change of Control (as defined in the Retention Plan); (iii) May 31, 2015; and (iv) a participantbs termination of employment due to death or Disability (as defined in the Retention Plan) (each such event, a bPayment Eventb). In the event of an IPO or Change of Control, participants who are then employed by the Company shall be eligible to receive shares of common stock in an amount equal to 1.82 times each participantbs Award Amount. | ||
Award Amounts granted under retention plan | $532,700 | ||
Expense associated with the vesting of the grants | $954,754 | ||
Common stock issued in payment of the retention grants | 133,109 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Unused operating loss carryforwards for federal tax purposes | $68,283,000 | ||
Unused operating loss carryforwards for state tax purposes | 65,724,000 | ||
Net operating loss carryforwards, expiration date | 2034 | ||
Deferred tax valuation allowance | 30,151,527 | 22,657,806 | 30,151,527 |
Increase in valuation allowance | 7,494,000 | 8,685,000 | |
Unrecognized tax benefits | 0 | 0 | |
Unrecognized interest | 0 | ||
Unrecognized penalties accrued | $0 | $0 |
Income_Taxes_Components_of_Def
Income Taxes - Components of Deferred Tax Assets/Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets/liabilities: | ||
Net operating loss carryovers | $26,959,701 | $19,631,830 |
R&D tax credits | 1,224,288 | 882,330 |
Share-based compensation | 1,649,073 | 1,513,809 |
Accrued compensation and severance | 409,234 | 906,922 |
Depreciation | -690,981 | -867,325 |
Deferred rent | 370,376 | 349,675 |
Intangible assets | 229,836 | 240,565 |
Deferred tax assets/liabilities gross | 30,151,527 | 22,657,806 |
Valuation allowance | -30,151,527 | -22,657,806 |
Net deferred tax assets (liabilities) | $0 | $0 |
Income_Taxes_Summary_of_Reconc
Income Taxes - Summary of Reconciliation of Statutory U.S. Federal Rate to Company's Effective Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax benefit at statutory rate | -34.00% | -34.00% |
State income tax, net of federal benefit | -5.70% | -5.00% |
Permanent item-non-deductible interest | 14.59% | |
Other permanent items | 1.83% | 0.01% |
Change in valuation allowance | 24.89% | 40.17% |
R&D tax credits | -1.13% | -1.08% |
Other | -0.48% | -0.10% |
Effective income tax (benefit) expense rate | 0.00% | 0.00% |
Significant_Agreements_Additio
Significant Agreements - Additional Information (Detail) | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | 28-May-14 | Dec. 31, 2014 | Jan. 29, 2014 | Dec. 31, 2014 | Oct. 07, 2014 | Jan. 29, 2014 | Aug. 11, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
USD ($) | USD ($) | Series C-1 Convertible Preferred Stock [Member] | Rockefeller University [Member] | Trellis Biosciences, LLC [Member] | Trellis Biosciences, LLC [Member] | Trellis Biosciences, LLC [Member] | Trellis Biosciences, LLC [Member] | MorphoSys AG [Member] | MorphoSys AG [Member] | Collaborative Research Agreement [Member] | |
USD ($) | USD ($) | Series C-1 Convertible Preferred Stock [Member] | EUR (€) | ||||||||
USD ($) | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
License agreement termination notice period | 60 days | 30 days | |||||||||
Period of termination after first commercial sale of first licensed product | 10 years | ||||||||||
License agreement termination description | Each license agreement terminates upon the later of (i) the expiration or abandonment of the last licensed patent under the license agreement to expire or become abandoned, or (ii) 10 years after the first commercial sale of the first licensed product. The Rockefeller University may terminate any license agreement in the event of a breach of such agreement by the Company or if the Company challenges the validity or enforceability of the underlying patent rights. The Company may terminate any license agreement at any time on 60 daysb notice. | ||||||||||
License agreement expiration date | 31-Oct-16 | ||||||||||
License agreement, date | 29-Jan-14 | ||||||||||
License agreement, description | The license provides the Company with three fully human mAbs | ||||||||||
Common stock, shares issued | 10,714 | 14,285 | 132,380 | ||||||||
Common stock value in consideration of license | $2,021 | $101 | $500,000 | ||||||||
Consideration paid under license agreement | 200,000 | ||||||||||
Preferred stock issued, shares | 2,395 | 151,515 | |||||||||
Preferred stock issued, value | 500,000 | ||||||||||
License agreement expiration period | 90 days | ||||||||||
License agreement termination date | 15-Aug-14 | ||||||||||
Payment made to MorphoSys AG upon settlement | € 1,000,000 |
RelatedParty_Transactions_Addi
Related-Party Transactions - Additional Information (Detail) (General and Administrative Expense [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
General and Administrative Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Non-employee directors fees for services as directors and consulting | $568,000 | $271,000 |