Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 10, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | CFRX | |
Entity Registrant Name | CONTRAFECT Corp | |
Entity Central Index Key | 1,478,069 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 25,079,829 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 23,641,952 | $ 25,722,453 |
Marketable securities | 11,621,731 | 1,670,606 |
Prepaid expenses and other current assets | 1,055,410 | 368,787 |
Total current assets | 36,319,093 | 27,761,846 |
Property and equipment, net | 1,879,483 | 2,148,155 |
Other assets | 143,621 | 143,621 |
Total assets | 38,342,197 | 30,053,622 |
Current liabilities: | ||
Accounts payable | 1,338,034 | 481,626 |
Accrued liabilities | 2,360,201 | 2,711,207 |
Deferred rent | 995,930 | 966,278 |
Total current liabilities | 4,694,165 | 4,159,111 |
Warrant liabilities | 521,400 | 313,004 |
Total liabilities | $ 5,215,565 | $ 4,472,115 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 25,000,000 shares authorized and none outstanding at June 30, 2015 and December 31, 2014 | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 25,079,729 and 20,217,263 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | $ 2,508 | $ 2,021 |
Additional paid-in capital | 137,626,922 | 118,038,560 |
Accumulated other comprehensive loss | (76,248) | (627) |
Accumulated deficit | (104,426,550) | (92,458,447) |
Total stockholders' equity | 33,126,632 | 25,581,507 |
Total liabilities and stockholders' equity | $ 38,342,197 | $ 30,053,622 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 25,079,729 | 20,217,263 |
Common stock, shares outstanding | 25,079,729 | 20,217,263 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Operating expenses: | ||||
Research and development | $ 4,307,503 | $ 1,516,200 | $ 6,729,609 | $ 4,181,539 |
General and administrative | 2,856,268 | 1,164,238 | 5,129,238 | 3,286,863 |
Total operating expenses | 7,163,771 | 2,680,438 | 11,858,847 | 7,468,402 |
Loss from operations | (7,163,771) | (2,680,438) | (11,858,847) | (7,468,402) |
Other income (expense) | ||||
Interest income (expense), net | 43,772 | (519,036) | 99,140 | (1,347,031) |
Refundable state tax credits | 96,133 | 424,649 | ||
Change in fair value of warrant and embedded derivative liabilities | 3,659 | (698,582) | (208,396) | (623,951) |
Total other income (expense) | 47,431 | (1,121,485) | (109,256) | (1,546,333) |
Net loss | (7,116,340) | (3,801,923) | (11,968,103) | (9,014,735) |
Preferred stock dividend in-kind | (4,468,452) | (4,468,452) | ||
Net loss attributable to common stockholders | $ (7,116,340) | $ (8,270,375) | $ (11,968,103) | $ (13,483,187) |
Per share information: | ||||
Net loss per share of common stock, basic and diluted | $ (0.33) | $ (8.17) | $ (0.58) | $ (13.32) |
Basic and diluted weighted average shares outstanding | 21,244,276 | 1,011,997 | 20,735,695 | 1,011,997 |
Statements of Comprehensive Los
Statements of Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (7,116,340) | $ (3,801,923) | $ (11,968,103) | $ (9,014,735) |
Other comprehensive loss: | ||||
Net unrealized loss on available-for-sale securities | (27,915) | (75,621) | ||
Comprehensive loss | $ (7,144,255) | $ (3,801,923) | $ (12,043,724) | $ (9,014,735) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (11,968,103) | $ (9,014,735) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 268,672 | 279,329 |
Stock-based compensation expense | 945,650 | 381,176 |
Issuance of preferred stock and other costs in exchange for licensed technology | 1,000,000 | |
Issuance of common stock in exchange for services | 167,538 | |
Amortization of debt issuance costs | 420,066 | |
Amortization of debt discount | 905,804 | |
Change in fair value of warrant and embedded derivative liabilities | 208,396 | 623,951 |
Increase in deferred rent | 29,652 | 26,226 |
Other non-cash items | 43,905 | |
Changes in operating assets and liabilities: | ||
Increase in prepaid expenses and other current assets | (686,623) | (49,878) |
Increase in accounts payable and accrued liabilities | 559,699 | 489,962 |
Net cash used in operating activities | (10,431,214) | (4,938,099) |
Cash flows from investing activities | ||
Purchases of marketable securities | (13,131,181) | |
Proceeds from maturities of marketable securities | 3,060,535 | |
Net cash used in investing activities | (10,070,646) | |
Cash flows from financing activities | ||
Proceeds from issuance of convertible notes | 3,036,350 | |
Payment of financing costs of convertible notes | (49,700) | |
Proceeds from issuance of securities in private placement | 20,000,000 | |
Payment of financing costs of securities sold in private placement | (1,665,554) | |
Proceeds from exercise of warrants | 86,913 | |
Net cash provided by financing activities | 18,421,359 | 2,986,650 |
Net (decrease) increase in cash and cash equivalents | (2,080,501) | (1,951,449) |
Cash and cash equivalents at beginning of period | 25,722,453 | 4,145,270 |
Cash and cash equivalents at end of period | $ 23,641,952 | $ 2,193,821 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Organization and Business ContraFect Corporation (the “Company”) is a clinical-stage 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 will continue to need to raise additional capital to fund operations. 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 June 2015, the Company completed a private placement of securities to institutional investors whereby the investors received an aggregate of 4,728,128 shares of the Company’s common stock and warrants to purchase an additional 2,364,066 shares of common stock at an exercise price of $8.00 per share. The Company received net proceeds of $18.3 million, net of expenses. The significant increase in common stock outstanding in August 2014 and June 2015 will impact the period to period comparability of the Company’s net loss per share calculations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial information as of June 30, 2015 and for the three and six months ended June 30, 2015 and 2014 has been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The December 31, 2014 balance sheet was derived from the Company’s audited financial statements. The Company’s audited financial statements as of and for the year ended December 31, 2014, including all related disclosures and the complete listing of significant accounting policies as described in Note 2 thereof, are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 26, 2015. In the opinion of management, the unaudited financial information as of June 30, 2015 and for the three and six months ended June 30, 2015 and 2014 reflects all adjustments, which are normal recurring adjustments, necessary to present a fair statement of financial position, results of operations and cash flows. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the operating results for the full fiscal year or any future periods. 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 Quarterly Report on Form 10-Q for additional risks and uncertainties. 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. 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. 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 and warrant 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 warrant 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 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 4, “Fair Value Measurements.” Share-based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation, 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 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. Net Loss Per Share Basic net loss per share is calculated by dividing net loss by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share 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 calculation, stock options and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share, as their effect would be anti-dilutive given the Company’s net loss; therefore, basic and diluted net loss per share 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 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) In April 2015, the FASB issued a new Accounting Standards Update, Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | 3. Marketable Securities Marketable securities at June 30, 2015 and December 31, 2014 consisted of investments in short-term corporate debt securities. 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 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 June 30, 2015 consist of the following: Marketable Securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Corporate debt $ 11,697,979 $ 408 $ (76,656 ) $ 11,621,731 Marketable securities at December 31, 2014 consisted of the following: Marketable Securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Corporate debt $ 1,671,233 $ 159 $ (786 ) $ 1,670,606 At June 30, 2015 and 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 June 30, 2015 and December 31, 2014, the Company held 22 and three debt securities, respectively, 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 June 30, 2015 and December 31, 2014 was $10,663,132 and $1,222,291, respectively. 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 June 30, 2015 and December 31, 2014. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements 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 June 30, 2015 and December 31, 2014: Fair Value Measurement as of June 30, 2015 Quoted Prices Significant Significant Cash equivalents $ 23,372,289 $ — $ — Marketable securities 11,621,731 — — Warrant liability — — 521,400 Total $ 34,994,020 $ — $ 521,400 Fair Value Measurement as of December 31, 2014 Quoted Prices Significant Significant Cash equivalents $ 25,628,918 $ — $ — Marketable securities 1,670,606 — — Warrant liability — — 313,004 Total $ 27,299,524 $ — $ 313,004 The Company issued a warrant to the underwriter of its IPO, classified it as a liability and considers it as a Level 3 financial instrument (see also Note 8, “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 As of Expected volatility 74.0 % 74.8 % Remaining contractual term (in years) 4.17 4.67 Risk-free interest rate 1.32 % 1.65 % Expected dividend yield — % — % 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 three and six months ended June 30, 2015 and 2014: Warrant liabilities (1) Three Months Ended Six Months Ended 2015 2014 2015 2014 Balance at beginning of period $ 525,059 $ 4,263,124 $ 313,004 $ 3,088,017 Issuances of convertible notes — 611,376 — 865,635 Increase (decrease) in fair value (2) (3,659 ) 774,748 208,396 1,695,596 Balance at end of period $ 521,400 $ 5,649,248 $ 521,400 $ 5,649,248 Embedded derivatives liabilities (1) Three Months Ended Six Months Ended 2015 2014 2015 2014 Balance at beginning of period $ — $ 1,944,103 $ — $ 2,680,780 Issuances of convertible notes — 278,805 — 537,607 Decrease in fair value (2) — (76,166 ) — (1,071,645 ) Balance at end of period $ — $ 2,146,742 $ — $ 2,146,742 (1) Prior to the closing of the Company’s IPO on August 1, 2014, the Company considered its convertible note related warrant liabilities and embedded derivatives liabilities as Level 3 financial instruments. The Company determined the fair value of these liabilities immediately prior to the Company’s IPO and then reclassified the balances to additional paid-in capital on the closing of the IPO. (2) The change in the fair values of the warrant and embedded derivatives liabilities are recorded in other expenses in the statement of operations. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consist of the following: June 30, December 31, Accrued compensation costs $ 1,207,597 $ 1,865,778 Accrued professional fees 496,506 286,443 Accrued research and development fees 479,422 202,183 Accrued licensing fees 50,000 200,000 Other 126,676 156,803 $ 2,360,201 $ 2,711,207 |
Senior Convertible Notes
Senior Convertible Notes | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Senior Convertible Notes | 6. Senior Convertible Notes The Company issued approximately $15.0 million in aggregate principal amount of its 8.00% Convertible Notes due May 31, 2015 (the “Convertible Notes”) from June 2013 through June 2014. 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. |
Net Loss Per Share of Common St
Net Loss Per Share of Common Stock | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share of Common Stock | 7. Net Loss Per Share of Common Stock Diluted net loss per share is the same as basic net loss per share for all periods presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss. Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding. The following table sets forth the computation of basic and diluted net loss per share for common stockholders: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net loss applicable to common stockholders $ (7,116,340 ) $ (8,270,375 ) $ (11,968,103 ) $ (13,483,187 ) Weighted average shares of common stock outstanding 21,244,276 1,011,997 20,735,695 1,011,997 Net loss per share of common stock—basic and diluted $ (0.33 ) $ (8.17 ) $ (0.58 ) $ (13.32 ) The following potentially dilutive securities outstanding at June 30, 2015 and 2014 have been excluded from the computation of diluted weighted average shares outstanding, as they would have been anti-dilutive given the Company’s net loss: June 30, 2015 2014 Preferred stock — 4,598,164 Stock options 4,076,322 2,813,997 Class A Warrants 6,880,333 — Class B Warrants 3,436,966 — PIPE Warrants 2,364,066 — Warrants (1) 4,378,307 718,322 21,135,994 8,130,483 (1) The potential dilutive impact of the Company’s Convertible Notes and related warrants are not included as of June 30, 2014 as the number of shares was not determinable at that time and would also have been anti-dilutive given the Company’s net loss. On the closing of the Company’s IPO on August 1, 2014, 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. |
Capital Structure
Capital Structure | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Capital Structure | 8. Capital Structure Common Stock As of June 30, 2015, the Company was authorized to issue 100,000,000 shares of common stock at $0.0001 par value per share. Private Placement On June 12, 2015, the Company closed a private placement of its securities with a group of institutional investors (the “PIPE”). Each investor received one share of common stock and a warrant to purchase one-half share of common stock at an exercise price of $8.00 per full share, at a price of $4.23 per common share purchased. The closing of the PIPE resulted in the sale of an aggregate of 4,728,128 common shares and the issuance of warrants to purchase an additional 2,364,066 shares of common stock (the “PIPE Warrants”). The Company received net proceeds from the PIPE of $18.3 million, after deducting expenses payable by the Company. 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 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. 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 stockholders 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, the underwriter in the IPO, 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 option, for a total of 206,410 shares of common stock underlying the underwriter’s warrant. The warrant is 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. 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 June 30, 2015, 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 June 30, 2015 and December 31, 2014: June 30, December 31, Options to purchase common stock 4,076,322 3,089,327 Class A Warrants to purchase common stock 6,880,333 6,880,333 Class B Warrants to purchase common stock 3,436,966 3,440,166 PIPE Warrants to purchase common stock 2,364,066 — Warrants to purchase common stock 4,378,307 4,256,862 21,135,994 17,666,688 Convertible Preferred Stock 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 | 6 Months Ended |
Jun. 30, 2015 | |
Text Block [Abstract] | |
Stock Warrants | 9. Stock Warrants As of June 30, 2015 and December 31, 2014, the Company had warrants outstanding as shown in the table below. June 30, 2015 December 31, 2014 Warrants to purchase common stock 17,059,672 14,577,361 Weighted-average exercise price per share $ 4.85 $ 4.32 The following table summarizes information regarding the Company’s warrants outstanding at June 30, 2015: Exercise Prices Shares Underlying Outstanding Warrants Expiry Date £ 7,025,371 August 31, 2016 – $4.01 - $4.99 7,069,459 October 31, 2015 – $5.00 - $9.99 2,776,500 August 6, 2015 – ³ 188,342 August 31, 2016 – 17,059,672 |
Stock Option and Incentive Plan
Stock Option and Incentive Plans | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option and Incentive Plans | 10. 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”). The Plan allows for the granting of non-qualified stock options, restricted stock, stock appreciation rights and other performance awards to the Company’s employees, members of the board of directors and consultants of the Company. Upon the original adoption of the Plan, the number of shares of common stock reserved pursuant to the Plan was 214,285. On December 12, 2011, the Plan was amended to increase the number of shares of common stock available under the Plan to 900,000. On February 24, 2014, the board of directors increased the number of shares of common stock available under the Plan to 1,857,142. On April 29, 2014, the board of directors increased the number of shares of common stock available under the Plan to 2,357,142. The Company expects no further grants to be made under the 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 stockholders 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 ended December 31, 2014 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 recognized 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 six months ended June 30, 2015, is summarized as follows: Number of Weighted Weighted (in years) Aggregate Options outstanding at December 31, 2014 3,089,327 $ 4.95 Granted 1,100,050 4.75 Exercised (75,197 ) 3.50 Forfeited (37,858 ) 3.61 Options outstanding at June 30, 2015 4,076,322 4.93 7.71 $ 3,854,130 Vested and exercisable at June 30, 2015 2,620,985 5.14 6.78 $ 2,815,048 Of the option grants outstanding to purchase 4,076,322 shares of common stock, 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 three and six months ended June 30, 2015 and 2014 was $4.99, $4.75, $4.27 and $4.27, respectively. Total compensation expense recognized amounted to $579,921, $945,650, $226,337 and $381,176 for the three and six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015, the total remaining unrecognized compensation cost related to unvested stock options was $3,202,553 which will be recognized over a weighted average period of approximately 2.57 years. The following assumptions were used to compute the fair value of stock option grants: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Risk free interest rate 1.54 % 2.02 % 1.59 % 1.99 % Expected dividend yield — — — — Expected term (in years) 5.27 5.75 5.72 5.75 Expected volatility 74.1 % 77.7 % 73.8 % 77.0 % Expected volatility— Expected term— Risk-free interest rate— Expected dividend yield— |
Retention Bonus Plan
Retention Bonus Plan | 6 Months Ended |
Jun. 30, 2015 | |
Postemployment Benefits [Abstract] | |
Retention Bonus Plan | 11. 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 a payment in an amount equal to 1.82 times each participant’s Award Amount. Prior to the Company’s IPO, 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. There are no outstanding Award Amounts as of June 30, 2015 or December 31, 2014 and the Company does not anticipate and further grants under the Retention Plan. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial information as of June 30, 2015 and for the three and six months ended June 30, 2015 and 2014 has been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The December 31, 2014 balance sheet was derived from the Company’s audited financial statements. The Company’s audited financial statements as of and for the year ended December 31, 2014, including all related disclosures and the complete listing of significant accounting policies as described in Note 2 thereof, are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 26, 2015. In the opinion of management, the unaudited financial information as of June 30, 2015 and for the three and six months ended June 30, 2015 and 2014 reflects all adjustments, which are normal recurring adjustments, necessary to present a fair statement of financial position, results of operations and cash flows. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the operating results for the full fiscal year or any future periods. |
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 Quarterly Report on Form 10-Q for additional risks and uncertainties. |
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. |
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. |
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 and warrant 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 warrant 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 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 4, “Fair Value Measurements.” |
Share-based Compensation | Share-based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation, 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 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. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing net loss by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share 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 calculation, stock options and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share, as their effect would be anti-dilutive given the Company’s net loss; therefore, basic and diluted net loss per share 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 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) In April 2015, the FASB issued a new Accounting Standards Update, Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Marketable Securities | Marketable securities at June 30, 2015 consist of the following: Marketable Securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Corporate debt $ 11,697,979 $ 408 $ (76,656 ) $ 11,621,731 Marketable securities at December 31, 2014 consisted of the following: Marketable Securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Corporate debt $ 1,671,233 $ 159 $ (786 ) $ 1,670,606 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
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 June 30, 2015 and December 31, 2014: Fair Value Measurement as of June 30, 2015 Quoted Prices Significant Significant Cash equivalents $ 23,372,289 $ — $ — Marketable securities 11,621,731 — — Warrant liability — — 521,400 Total $ 34,994,020 $ — $ 521,400 Fair Value Measurement as of December 31, 2014 Quoted Prices Significant Significant Cash equivalents $ 25,628,918 $ — $ — Marketable securities 1,670,606 — — Warrant liability — — 313,004 Total $ 27,299,524 $ — $ 313,004 |
Assumption Used to Determine 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 As of Expected volatility 74.0 % 74.8 % Remaining contractual term (in years) 4.17 4.67 Risk-free interest rate 1.32 % 1.65 % Expected dividend yield — % — % |
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 three and six months ended June 30, 2015 and 2014: Warrant liabilities (1) Three Months Ended Six Months Ended 2015 2014 2015 2014 Balance at beginning of period $ 525,059 $ 4,263,124 $ 313,004 $ 3,088,017 Issuances of convertible notes — 611,376 — 865,635 Increase (decrease) in fair value (2) (3,659 ) 774,748 208,396 1,695,596 Balance at end of period $ 521,400 $ 5,649,248 $ 521,400 $ 5,649,248 Embedded derivatives liabilities (1) Three Months Ended Six Months Ended 2015 2014 2015 2014 Balance at beginning of period $ — $ 1,944,103 $ — $ 2,680,780 Issuances of convertible notes — 278,805 — 537,607 Decrease in fair value (2) — (76,166 ) — (1,071,645 ) Balance at end of period $ — $ 2,146,742 $ — $ 2,146,742 (1) Prior to the closing of the Company’s IPO on August 1, 2014, the Company considered its convertible note related warrant liabilities and embedded derivatives liabilities as Level 3 financial instruments. The Company determined the fair value of these liabilities immediately prior to the Company’s IPO and then reclassified the balances to additional paid-in capital on the closing of the IPO. (2) The change in the fair values of the warrant and embedded derivatives liabilities are recorded in other expenses in the statement of operations. |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consist of the following: June 30, December 31, Accrued compensation costs $ 1,207,597 $ 1,865,778 Accrued professional fees 496,506 286,443 Accrued research and development fees 479,422 202,183 Accrued licensing fees 50,000 200,000 Other 126,676 156,803 $ 2,360,201 $ 2,711,207 |
Net Loss Per Share of Common 22
Net Loss Per Share of Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share for Common Stockholders | The following table sets forth the computation of basic and diluted net loss per share for common stockholders: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net loss applicable to common stockholders $ (7,116,340 ) $ (8,270,375 ) $ (11,968,103 ) $ (13,483,187 ) Weighted average shares of common stock outstanding 21,244,276 1,011,997 20,735,695 1,011,997 Net loss per share of common stock—basic and diluted $ (0.33 ) $ (8.17 ) $ (0.58 ) $ (13.32 ) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding | The following potentially dilutive securities outstanding at June 30, 2015 and 2014 have been excluded from the computation of diluted weighted average shares outstanding, as they would have been anti-dilutive given the Company’s net loss: June 30, 2015 2014 Preferred stock — 4,598,164 Stock options 4,076,322 2,813,997 Class A Warrants 6,880,333 — Class B Warrants 3,436,966 — PIPE Warrants 2,364,066 — Warrants (1) 4,378,307 718,322 21,135,994 8,130,483 (1) The potential dilutive impact of the Company’s Convertible Notes and related warrants are not included as of June 30, 2014 as the number of shares was not determinable at that time and would also have been anti-dilutive given the Company’s net loss. On the closing of the Company’s IPO on August 1, 2014, 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. |
Capital Structure (Tables)
Capital Structure (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015 and December 31, 2014: June 30, December 31, Options to purchase common stock 4,076,322 3,089,327 Class A Warrants to purchase common stock 6,880,333 6,880,333 Class B Warrants to purchase common stock 3,436,966 3,440,166 PIPE Warrants to purchase common stock 2,364,066 — Warrants to purchase common stock 4,378,307 4,256,862 21,135,994 17,666,688 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Text Block [Abstract] | |
Schedule of Warrants Outstanding | As of June 30, 2015 and December 31, 2014, the Company had warrants outstanding as shown in the table below. June 30, 2015 December 31, 2014 Warrants to purchase common stock 17,059,672 14,577,361 Weighted-average exercise price per share $ 4.85 $ 4.32 The following table summarizes information regarding the Company’s warrants outstanding at June 30, 2015: Exercise Prices Shares Underlying Outstanding Warrants Expiry Date £ 7,025,371 August 31, 2016 – $4.01 - $4.99 7,069,459 October 31, 2015 – $5.00 - $9.99 2,776,500 August 6, 2015 – ³ 188,342 August 31, 2016 – 17,059,672 |
Stock Option and Incentive Pl25
Stock Option and Incentive Plans (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity for the six months ended June 30, 2015, is summarized as follows: Number of Weighted Weighted (in years) Aggregate Options outstanding at December 31, 2014 3,089,327 $ 4.95 Granted 1,100,050 4.75 Exercised (75,197 ) 3.50 Forfeited (37,858 ) 3.61 Options outstanding at June 30, 2015 4,076,322 4.93 7.71 $ 3,854,130 Vested and exercisable at June 30, 2015 2,620,985 5.14 6.78 $ 2,815,048 |
Assumptions to Compute Fair Value of Stock Option Grants | The following assumptions were used to compute the fair value of stock option grants: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Risk free interest rate 1.54 % 2.02 % 1.59 % 1.99 % Expected dividend yield — — — — Expected term (in years) 5.27 5.75 5.72 5.75 Expected volatility 74.1 % 77.7 % 73.8 % 77.0 % |
Organization and Description 26
Organization and Description of Business - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jun. 12, 2015 | Aug. 01, 2014 | Aug. 31, 2014 | Jun. 30, 2015 | Dec. 31, 2014 |
Organization And Description Of Business [Line Items] | |||||
Net proceeds from initial public offering | $ 35 | $ 35 | |||
Additional stock reserved for future issuance | 21,135,994 | 17,666,688 | |||
Exercise price per share | $ 7.50 | ||||
Initial Public Offering [Member] | |||||
Organization And Description Of Business [Line Items] | |||||
Shares issued | 6,000,000 | ||||
IPO Over-Allotment [Member] | |||||
Organization And Description Of Business [Line Items] | |||||
Shares issued | 880,333 | ||||
Private Placement [Member] | |||||
Organization And Description Of Business [Line Items] | |||||
Number of securities received by investors | 4,728,128 | ||||
Additional stock reserved for future issuance | 2,364,066 | ||||
Exercise price per share | $ 8 | ||||
Net proceeds received | $ 18.3 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Additional Information (Detail) - Jun. 30, 2015 - USD ($) | Total |
Summary Of Significant Accounting Policies [Line Items] | |
Maturity period of highly liquid investments | Three months or less |
Level 1 [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Liabilities | $ 0 |
Level 2 [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Liabilities | $ 0 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015USD ($)Debt_Security | Dec. 31, 2014USD ($)Debt_Security | |
Marketable Securities [Abstract] | ||
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 | Debt_Security | 22 | 3 |
Aggregate fair value of debt securities | $ 10,663,132 | $ 1,222,291 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Marketable Securities (Detail) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Marketable Securities [Line Items] | ||
Marketable Securities, Fair Value | $ 11,621,731 | $ 1,670,606 |
Corporate Debt [Member] | ||
Marketable Securities [Line Items] | ||
Marketable Securities, Amortized Cost | 11,697,979 | 1,671,233 |
Marketable Securities, Unrealized Gains | 408 | 159 |
Marketable Securities, Unrealized Losses | (76,656) | (786) |
Marketable Securities, Fair Value | $ 11,621,731 | $ 1,670,606 |
Fair Value Measurements - Infor
Fair Value Measurements - Information about Company's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Marketable securities | $ 11,621,731 | $ 1,670,606 |
Warrant liability | 521,400 | 313,004 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Cash equivalents | 23,372,289 | 25,628,918 |
Marketable securities | 11,621,731 | 1,670,606 |
Total | 34,994,020 | 27,299,524 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Warrant liability | 521,400 | 313,004 |
Total | $ 521,400 | $ 313,004 |
Fair Value Measurements - Assum
Fair Value Measurements - Assumption Used to Determine Fair Value of Warrant Liability (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | ||
Expected volatility | 74.00% | 74.80% |
Remaining contractual term (in years) | 4 years 2 months 1 day | 4 years 8 months 1 day |
Risk-free interest rate | 1.32% | 1.65% |
Expected dividend yield | 0.00% | 0.00% |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Company's Financial Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Warrant Liabilities [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance at beginning of period | $ 525,059 | $ 4,263,124 | $ 313,004 | $ 3,088,017 |
Issuances of convertible notes | 611,376 | 865,635 | ||
Increase (Decrease) in fair value | (3,659) | 774,748 | 208,396 | 1,695,596 |
Balance at end of period | $ 521,400 | 5,649,248 | $ 521,400 | 5,649,248 |
Embedded Derivatives Liabilities [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance at beginning of period | 1,944,103 | 2,680,780 | ||
Issuances of convertible notes | 278,805 | 537,607 | ||
Increase (Decrease) in fair value | (76,166) | (1,071,645) | ||
Balance at end of period | $ 2,146,742 | $ 2,146,742 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued compensation costs | $ 1,207,597 | $ 1,865,778 |
Accrued professional fees | 496,506 | 286,443 |
Accrued research and development fees | 479,422 | 202,183 |
Accrued licensing fees | 50,000 | 200,000 |
Other | 126,676 | 156,803 |
Accrued expenses and other current liabilities | $ 2,360,201 | $ 2,711,207 |
Senior Convertible Notes - Addi
Senior Convertible Notes - Additional Information (Detail) - USD ($) $ in Millions | Aug. 01, 2014 | Jun. 30, 2015 |
Debt Instrument [Line Items] | ||
IPO, closing date | Aug. 1, 2014 | |
8.00% Convertible Notes due May 31, 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible Notes, principal amount | $ 15 | |
Convertible Notes, interest rate | 8.00% | |
Convertible Notes, due date | May 31, 2015 | |
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 |
Net Loss Per Share of Common 35
Net Loss Per Share of Common Stock - Schedule of Computation of Basic and Diluted Net Loss Per Share for Common Stockholders (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net loss applicable to common stockholders | $ (7,116,340) | $ (8,270,375) | $ (11,968,103) | $ (13,483,187) |
Weighted average shares of common stock outstanding | 21,244,276 | 1,011,997 | 20,735,695 | 1,011,997 |
Net loss per share of common stock-basic and diluted | $ (0.33) | $ (8.17) | $ (0.58) | $ (13.32) |
Net Loss Per Share of Common 36
Net Loss Per Share of Common Stock - Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding (Detail) - shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities outstanding excluded from the computation of diluted weighted average shares | 21,135,994 | 8,130,483 |
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 | 4,598,164 | |
Stock 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 | 4,076,322 | 2,813,997 |
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 | 3,436,966 | |
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 | 4,378,307 | 718,322 |
Warrants [Member] | Private Placement [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 | 2,364,066 |
Net Loss Per Share of Common 37
Net Loss Per Share of Common Stock - Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding (Parenthetical) (Detail) - $ / shares | Jun. 30, 2015 | Aug. 01, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock held by Convertible Notes holders, exercise price | $ 7.50 | |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock held by Convertible Notes holders | 3,321,416 | |
Common stock held by Convertible Notes holders, exercise price | $ 3 |
Capital Structure - Additional
Capital Structure - Additional Information (Detail) - USD ($) | Jun. 30, 2015 | Jun. 12, 2015 | Aug. 01, 2014 | Aug. 31, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Jul. 31, 2014 |
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Warrant exercise price per share | $ 7.50 | $ 7.50 | |||||
Additional stock reserved for future issuance | 21,135,994 | 21,135,994 | 17,666,688 | ||||
IPO, closing date | Aug. 1, 2014 | ||||||
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"). | ||||||
Common stock units issued upon exercise of option by underwriters | 206,410 | ||||||
Net proceeds from initial public offering | $ 35,000,000 | $ 35,000,000 | |||||
Class of warrant purchase percentage | 3.00% | 3.00% | |||||
Warrant expiration date | Aug. 27, 2019 | ||||||
Warrant 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 | ||||||
Number of shares issued on conversion of preferred stock including in-kind dividend payable into common stock | 6,861,968 | ||||||
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 units issued upon exercise of option by underwriters | 880,333 | ||||||
Private Placement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Private placement, securities description | Each investor received one share of common stock and a warrant to purchase one-half share of common stock at an exercise price of $8.00 per full share, at a price of $4.23 per common share purchased. | ||||||
Warrant exercise price per share | $ 8 | ||||||
Exercise price per common share | $ 4.23 | ||||||
Number of securities received by investors | 4,728,128 | ||||||
Additional stock reserved for future issuance | 2,364,066 | ||||||
Net proceeds received | $ 18,300,000 | ||||||
Common Class A [Member] | Initial Public Offering [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrant exercise price per share | $ 4.80 | ||||||
Common Class B [Member] | Initial Public Offering [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrant exercise price per share | $ 4 |
Capital Structure - Summary of
Capital Structure - Summary of Common Stock Reserved for Future Issuance (Detail) - shares | Jun. 30, 2015 | Jun. 12, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | |||
Common Stock reserved for future issuance | 21,135,994 | 17,666,688 | |
Private Placement [Member] | |||
Class of Stock [Line Items] | |||
Common Stock reserved for future issuance | 2,364,066 | ||
Stock Options [Member] | |||
Class of Stock [Line Items] | |||
Common Stock reserved for future issuance | 4,076,322 | 3,089,327 | |
Class A Warrants [Member] | |||
Class of Stock [Line Items] | |||
Common Stock reserved for future issuance | 6,880,333 | 6,880,333 | |
Class B Warrants [Member] | |||
Class of Stock [Line Items] | |||
Common Stock reserved for future issuance | 3,436,966 | 3,440,166 | |
Warrants [Member] | |||
Class of Stock [Line Items] | |||
Common Stock reserved for future issuance | 4,378,307 | 4,256,862 | |
Warrants [Member] | Private Placement [Member] | |||
Class of Stock [Line Items] | |||
Common Stock reserved for future issuance | 2,364,066 |
Stock Warrants - Schedule of Wa
Stock Warrants - Schedule of Warrants Outstanding (Detail) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | ||
Warrants to purchase common stock | $ 17,059,672 | $ 14,577,361 |
Weighted-average exercise price per share | $ 4.85 | $ 4.32 |
Exercise Prices | $ 7.50 | |
Shares Underlying Outstanding Warrants | 17,059,672 | |
Exercise Price Less Than or Equal to $4.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Prices | $ 4 | |
Shares Underlying Outstanding Warrants | 7,025,371 | |
Expiry Start Date | Aug. 31, 2016 | |
Expiry End Date | Sep. 1, 2021 | |
Exercise Price $4.01 - $4.99 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 7,069,459 | |
Expiry Start Date | Oct. 31, 2015 | |
Expiry End Date | Jun. 11, 2020 | |
Exercise Price $5.00 - $9.99 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 2,776,500 | |
Expiry Start Date | Aug. 6, 2015 | |
Expiry End Date | Jun. 27, 2021 | |
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 | Aug. 31, 2016 | |
Expiry End Date | Jan. 5, 2022 | |
Minimum [Member] | Exercise Price $4.01 - $4.99 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Prices | $ 4.01 | |
Minimum [Member] | Exercise Price $5.00 - $9.99 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Prices | 5 | |
Maximum [Member] | Exercise Price $4.01 - $4.99 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Prices | 4.99 | |
Maximum [Member] | Exercise Price $5.00 - $9.99 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Prices | $ 9.99 |
Stock Option and Incentive Pl41
Stock Option and Incentive Plans - Additional Information (Detail) - USD ($) | Jul. 28, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Apr. 29, 2014 | Feb. 24, 2014 | Dec. 12, 2011 | Jul. 31, 2008 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares of common stock reserved pursuant to the plan | 21,135,994 | 21,135,994 | 17,666,688 | |||||||
Number of common stock shares outstanding | 4,076,322 | 4,076,322 | 3,089,327 | |||||||
Number of common stock available for grant | 682,154 | 682,154 | ||||||||
Weighted average period of unvested stock options | 2 years 6 months 26 days | |||||||||
Weighted average grant date fair value of options | $ 4.99 | $ 4.75 | $ 4.27 | $ 4.27 | ||||||
Unrecognized compensation cost related to unvested stock options | $ 3,202,553 | $ 3,202,553 | ||||||||
Employee Stock Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation expense recognized | $ 579,921 | $ 945,650 | $ 226,337 | $ 381,176 | ||||||
2008 Equity 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 | 214,285 | |||||||||
Amended and Restated 2008 Equity 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 | 2,357,142 | 1,857,142 | 900,000 | |||||||
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 Pl42
Stock Option and Incentive Plans - Summary of Stock Option Activity (Detail) - Jun. 30, 2015 - USD ($) | Total |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Options, Options outstanding, Beginning balance | 3,089,327 |
Number of Options, Granted | 1,100,050 |
Number of Options, Exercised | (75,197) |
Number of Options, Forfeited | (37,858) |
Number of Options, Options outstanding, Ending balance | 4,076,322 |
Number of Options, Vested and exercisable, Ending Balance | 2,620,985 |
Weighted Average Exercise Price, Options outstanding, Beginning balance | $ 4.95 |
Weighted Average Exercise Price, Granted | 4.75 |
Weighted Average Exercise Price, Exercised | 3.50 |
Weighted Average Exercise Price, Forfeited | 3.61 |
Weighted Average Exercise Price, Options outstanding, Ending balance | 4.93 |
Weighted Average Exercise Price, Vested and exercisable, Ending balance | $ 5.14 |
Weighted Average Remaining Contractual Life (in years), Options outstanding | 7 years 8 months 16 days |
Weighted Average Remaining Contractual Life (in years), Vested and exercisable | 6 years 9 months 11 days |
Aggregate Intrinsic value, Options outstanding | $ 3,854,130 |
Aggregate Intrinsic value, Vested and exercisable | $ 2,815,048 |
Stock Option and Incentive Pl43
Stock Option and Incentive Plans - Assumptions to Compute Fair Value of Stock Option Grants (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Risk free interest rate | 1.54% | 2.02% | 1.59% | 1.99% |
Expected dividend yield | $ 0 | $ 0 | $ 0 | $ 0 |
Expected term (in years) | 5 years 3 months 7 days | 5 years 9 months | 5 years 8 months 19 days | 5 years 9 months |
Expected volatility | 74.10% | 77.70% | 73.80% | 77.00% |
Retention Bonus Plan - Addition
Retention Bonus Plan - Additional Information (Detail) - Retention Plan [Member] - USD ($) | Sep. 11, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Jul. 31, 2014 |
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 “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. | |||
Award Amounts granted under retention plan | $ 0 | $ 0 | $ 532,700 | |
Expense associated with the vesting of the grants | $ 954,754 | |||
Common stock issued in payment of the retention grants | 133,109 |