Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 07, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CFRX | ||
Entity Registrant Name | CONTRAFECT Corp | ||
Entity Central Index Key | 1,478,069 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 41,656,006 | ||
Entity Public Float | $ 73.4 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 3,806,984 | $ 9,972,781 |
Marketable securities | 31,354,170 | 22,948,872 |
Prepaid expenses and other current assets | 1,017,645 | 1,176,895 |
Total current assets | 36,178,799 | 34,098,548 |
Property and equipment, net | 1,281,152 | 1,618,968 |
Other assets | 164,519 | 143,621 |
Total assets | 37,624,470 | 35,861,137 |
Current liabilities: | ||
Accounts payable | 1,549,845 | 1,517,417 |
Accrued liabilities | 2,868,352 | 2,251,767 |
Total current liabilities | 4,418,197 | 3,769,184 |
Deferred rent | 994,439 | 972,119 |
Warrant liabilities | 12,698,980 | 444,324 |
Total liabilities | 18,111,616 | 5,185,627 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 25,000,000 shares authorized and none outstanding at December 31, 2016 and 2015 | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 41,656,006 shares outstanding at December 31, 2016; 100,000,000 shares authorized, 27,482,692 shares outstanding at December 31, 2015 | 4,166 | 2,748 |
Additional paid-in capital | 165,678,164 | 148,282,546 |
Accumulated other comprehensive loss | (51,666) | (30,373) |
Accumulated deficit | (146,117,810) | (117,579,411) |
Total stockholders' equity | 19,512,854 | 30,675,510 |
Total liabilities and stockholders' equity | $ 37,624,470 | $ 35,861,137 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
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 outstanding | 41,656,006 | 27,482,692 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating expenses: | |||
Research and development, including stock-based compensation of $587,426, $389,967 and $715,475, respectively | $ 22,101,720 | $ 15,004,512 | $ 8,868,053 |
General and administrative, including stock-based compensation of $1,644,456, $1,599,895 and $1,224,704, respectively | 11,430,526 | 10,060,825 | 8,067,858 |
Total operating expenses | 33,532,246 | 25,065,337 | 16,935,911 |
Loss from operations | (33,532,246) | (25,065,337) | (16,935,911) |
Other income (expense): | |||
Interest income (expense), net | 216,616 | 75,693 | (12,412,620) |
Refundable state tax credits | 424,649 | ||
Other expense | (1,569,341) | ||
Change in fair value of warrant and embedded derivative liabilities | 6,346,572 | (131,320) | (1,225,202) |
Total other income (expense) | 4,993,847 | (55,627) | (13,213,173) |
Net loss | (28,538,399) | (25,120,964) | (30,149,084) |
Preferred stock dividend in-kind | (4,468,452) | ||
Net loss attributable to common stockholders | $ (28,538,399) | $ (25,120,964) | $ (34,617,536) |
Per share information: | |||
Net loss per share of common stock, basic and diluted | $ (0.85) | $ (1.08) | $ (3.86) |
Basic and diluted weighted average shares outstanding | 33,539,465 | 23,328,922 | 8,973,599 |
Statements of Operations (Paren
Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock-based compensation expense | $ 2,231,883 | $ 1,989,862 | $ 1,511,509 |
Research and Development Expense [Member] | |||
Stock-based compensation expense | 587,426 | 389,967 | 715,475 |
General and Administrative Expense [Member] | |||
Stock-based compensation expense | $ 1,644,456 | $ 1,599,895 | $ 1,224,704 |
Statements of Comprehensive Los
Statements of Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (28,538,399) | $ (25,120,964) | $ (30,149,084) |
Other comprehensive loss: | |||
Unrealized loss on available-for-sale securities | (21,293) | (29,746) | (627) |
Comprehensive loss | $ (28,559,692) | $ (25,150,710) | $ (30,149,711) |
Statement of Convertible Prefer
Statement of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) | Total | Convertible Notes [Member] | Preferred Stock [Member] | Initial Public Offering [Member] | Private Placement [Member] | Common Stock [Member] | Common Stock [Member]Convertible Notes [Member] | Common Stock [Member]Preferred Stock [Member] | Common Stock [Member]Initial Public Offering [Member] | Common Stock [Member]Private Placement [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Convertible Notes [Member] | Additional Paid-in Capital [Member]Preferred Stock [Member] | Additional Paid-in Capital [Member]Initial Public Offering [Member] | Additional Paid-in Capital [Member]Private Placement [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member]Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member]Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member]Preferred Stock [Member] | Series C-1 Convertible Preferred Stock [Member] | Series C-1 Convertible Preferred Stock [Member]Preferred Stock [Member] |
Beginning Balance at Dec. 31, 2013 | $ (52,910,500) | $ 101 | $ 4,930,310 | $ (57,840,911) | $ 1,964,283 | $ 10,175,750 | $ 27,752,294 | |||||||||||||||||||
Issuance of securities | $ 41,281,998 | $ 688 | $ 41,281,310 | |||||||||||||||||||||||
Beginning Balance, Shares at Dec. 31, 2013 | 1,011,997 | 2,200,000 | 4,651,163 | 9,090,909 | ||||||||||||||||||||||
Issuance of securities, Shares | 6,880,333 | |||||||||||||||||||||||||
Issuance of stock for license | $ 500,000 | $ 13 | 499,987 | $ 500,000 | ||||||||||||||||||||||
Issuance of stock for license, Shares | 132,380 | 151,515 | ||||||||||||||||||||||||
Issuance of common stock for services, Shares | 10,714 | |||||||||||||||||||||||||
Issuance of warrants for services | $ 26,354 | 26,354 | ||||||||||||||||||||||||
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) | ||||||||||||||||||||
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 | |||||||||||||||||||||||
Financing cost of sale of securities | $ (6,644,713) | $ (6,644,713) | ||||||||||||||||||||||||
Net shares of common stock issued in relation to vesting of retention grants, Shares | 133,109 | |||||||||||||||||||||||||
Issuance of stock for license | 500,000 | $ 13 | 499,987 | $ 500,000 | ||||||||||||||||||||||
Issuance of stock for license, Shares | 132,380 | 151,515 | ||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
Issuance of securities | $ 20,000,000 | $ 474 | $ 19,999,526 | |||||||||||||||||||||||
Issuance of securities, Shares | 4,728,128 | |||||||||||||||||||||||||
Issuance of common stock for services | $ 167,538 | $ 3 | 167,535 | |||||||||||||||||||||||
Issuance of common stock for services, Shares | 0 | 28,445 | ||||||||||||||||||||||||
Financing cost of sale of securities | $ (1,665,554) | (1,665,554) | ||||||||||||||||||||||||
Issuance of common stock for exercise of options | 2 | $ 2 | ||||||||||||||||||||||||
Issuance of common stock for exercise of options, Shares | 23,235 | |||||||||||||||||||||||||
Issuance of common stock for exercise of warrants | 9,698,564 | $ 247 | 9,698,317 | |||||||||||||||||||||||
Issuance of common stock for exercise of warrants, Shares | 2,473,843 | |||||||||||||||||||||||||
Share-based compensation | 1,989,862 | 1,989,862 | ||||||||||||||||||||||||
Unrealized loss on marketable securities | (29,746) | (29,746) | ||||||||||||||||||||||||
Net loss | (25,120,964) | (25,120,964) | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2015 | 30,675,510 | $ 2,748 | 148,282,546 | (30,373) | (117,579,411) | |||||||||||||||||||||
Ending balance, Shares at Dec. 31, 2015 | 27,482,692 | |||||||||||||||||||||||||
Net shares issued in relation to vesting of performance grant | 54,301 | $ 1 | 54,300 | |||||||||||||||||||||||
Net shares issued in relation to vesting of performance grant, Shares | 11,778 | |||||||||||||||||||||||||
Issuance of common stock for services | $ 93,930 | $ 3 | 93,927 | |||||||||||||||||||||||
Issuance of common stock for services, Shares | 0 | 31,206 | ||||||||||||||||||||||||
Issuance of securities in registered offering | $ 16,398,772 | $ 1,400 | 16,397,372 | |||||||||||||||||||||||
Issuance of securities in registered offering, Shares | 14,000,000 | |||||||||||||||||||||||||
Financing cost of sale of securities | (1,383,548) | (1,383,548) | ||||||||||||||||||||||||
Issuance of common stock for exercise of options | $ 1 | $ 1 | ||||||||||||||||||||||||
Issuance of common stock for exercise of options, Shares | 21,356 | 2,850 | ||||||||||||||||||||||||
Issuance of common stock for exercise of warrants | $ 55,998 | $ 14 | 55,984 | |||||||||||||||||||||||
Issuance of common stock for exercise of warrants, Shares | 139,258 | |||||||||||||||||||||||||
Share-based compensation | 2,231,883 | 2,231,883 | ||||||||||||||||||||||||
Unrealized loss on marketable securities | (21,293) | (21,293) | ||||||||||||||||||||||||
Net loss | (28,538,399) | (28,538,399) | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2016 | $ 19,512,854 | $ 4,166 | $ 165,678,164 | $ (51,666) | $ (146,117,810) | |||||||||||||||||||||
Ending balance, Shares at Dec. 31, 2016 | 41,656,006 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | |||
Net loss | $ (28,538,399) | $ (25,120,964) | $ (30,149,084) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 451,008 | 537,344 | 551,323 |
Stock-based compensation expense | 2,231,883 | 1,989,862 | 1,511,509 |
Issuance of preferred stock and other costs in exchange for licensed technology | 1,000,000 | ||
Issuance of common stock in exchange for services | 93,930 | 167,538 | |
Issuance of common stock warrants in exchange for services | 26,354 | ||
Issuance costs allocated to warrants | 1,569,341 | ||
Recognition of beneficial conversion feature | 7,428,547 | ||
Amortization of debt issuance costs | 1,240,391 | ||
Amortization of debt discount | 3,550,527 | ||
Change in fair value of warrant and embedded derivative liabilities | (6,346,572) | 131,320 | 1,225,202 |
Increase in deferred rent | 22,320 | 36,077 | 69,675 |
Net amortization of premium paid on marketable securities | 428,783 | 283,915 | |
Changes in operating assets and liabilities: | |||
Decrease (increase) in prepaid expenses and other current and non-current assets | 138,352 | (808,108) | (170,377) |
Increase (decrease) in accounts payable and accrued liabilities | 649,014 | 600,415 | (1,148,829) |
Net cash used in operating activities | (29,300,340) | (22,182,601) | (14,864,762) |
Cash flows from investing activities | |||
Decrease in restricted cash | 25,000 | ||
Purchases of marketable securities | (36,459,405) | (33,524,927) | (1,671,233) |
Proceeds from maturities of marketable securities | 27,604,030 | 11,933,000 | |
Purchases of property and equipment | (113,192) | (8,157) | |
Proceeds from disposal of property and equipment | 35,697 | ||
Net cash (used in) provided by investing activities | (8,968,567) | (21,600,084) | (1,610,536) |
Cash flows from financing activities | |||
Proceeds from issuance of convertible notes | 3,036,350 | ||
Payment of financing costs of convertible notes | (24,850) | ||
Proceeds from issuance of equity securities | 35,000,000 | 20,000,000 | 41,281,998 |
Payment of financing costs of securities sold | (2,952,889) | (1,665,554) | (6,241,017) |
Proceeds from exercise of warrants | 55,998 | 9,698,567 | |
Net cash provided by financing activities | 32,103,109 | 28,033,013 | 38,052,481 |
Net increase (decrease) in cash and cash equivalents | (6,165,798) | (15,749,672) | 21,577,183 |
Cash and cash equivalents at beginning of period | 9,972,781 | 25,722,453 | 4,145,270 |
Cash and cash equivalents at end of period | 3,806,984 | 9,972,781 | 25,722,453 |
Supplemental disclosures of cash flow information and non-cash investing and financing activities | |||
Issuance of common and preferred stock for license received | 1,000,000 | ||
Issuance of common stock for services | 93,930 | $ 167,538 | |
Issuance of warrants to purchase common stock | $ 18,601,228 | ||
Cancellation of placement agent warrants | $ 941,541 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2016 | |
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, Staph aureus CF-404, 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 believes its cash, cash equivalents and marketable securities balances as of December 31, 2016 will be sufficient to fund operations into the second quarter of 2018 and expects operating losses and negative cash flows to continue at more significant levels in the future as it initiates additional 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, consisting 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 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. On November 2, 2015, the Company’s Class B Warrants to purchase common stock expired in accordance with their terms. As of November 2, 2015, holders of the Class B Warrants had exercised 4,812,328 Class B Warrants, resulting in the issuance of 2,406,164 shares of the Company’s common stock and the receipt by the Company of approximately $9.6 million in gross proceeds. The 2,068,005 Class B Warrants that were not exercised prior to expiration were terminated and are no longer exercisable. On July 27, 2016, the Company completed an underwritten public offering of 14,000,000 shares of its common stock and warrants to purchase an additional 14,000,000 shares of its common stock at an exercise price of $3.00 per share (the “Follow-on The significant increases in common stock outstanding are expected to impact the year-over-year comparability of the Company’s net loss per share calculations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial information has been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). On June 2, 2016, the Company incorporated a wholly-owned subsidiary, ContraFect International Limited, in Scotland to establish legal status for interactions with the European Economic Area. This subsidiary is dormant or is otherwise non-operative. 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 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. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to accruals, fair value measurements, stock-based compensation, warrant valuation and income taxes. The Company’s actual results may differ from these estimates under different assumptions or conditions. There have been no significant changes from the Company’s original estimates in any periods presented. 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, 2016 and December 31, 2015 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 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 December 31, 2016 consist of the following: Marketable Securities Amortized Cost Unrealized Unrealized Fair Value Current: Corporate debt $ 31,405,836 $ 24 $ (51,690 ) $ 31,354,170 Marketable securities at December 31, 2015 consisted of the following: Marketable Securities Amortized Cost Unrealized Unrealized Fair Value Current: Corporate debt $ 22,979,245 $ 199 $ (30,572 ) $ 22,948,872 At December 31, 2016 and December 31, 2015, 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 At December 31, 2016 and December 31, 2015, the Company held 29 and 28 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 December 31, 2016 and December 31, 2015 was $29,343,892 and $21,137,424, 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 December 31, 2016 and 2015. 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 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 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, non-employee 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. 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 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, 2015) 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, 2015. Impairment of Long-lived Assets In accordance with ASC 360, Property, Plant, and Equipment 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 available-for-sale Recent Accounting Pronouncements In August 2014, the FASB issued a new Accounting Standards Update, Presentation of Financial Statements—Going Concern (Subtopic 205-40): 2014-15) 2014-15 In January 2016, the FASB issued a new Accounting Standards Update, Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01). 2016-01 In February 2016, the FASB issued a new Accounting Standards Update , Leases (ASU 2016-02), 2016-02 right-of-use In March 2016, the FASB issued a new Accounting Standards Update, Improvements to Employee Share-Based Payment Accounting (ASU 2016-09) 2016-09 In June 2016, the FASB issued a new Accounting Standards Update, Financial Instruments-Credit Losses (ASU 2016-13). 2016-13 available-for-sale |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. 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 December 31, 2016 and December 31, 2015: Fair Value Measurement As of December 31, 2016 Quoted Prices Significant Significant Cash equivalents $ 3,411,058 $ — $ — Marketable securities 31,354,170 — — Warrant liabilities — — 12,698,980 Total $ 34,765,228 $ — $ 12,698,980 Fair Value Measurement As of December 31, 2015 Quoted Prices Significant Significant Cash equivalents $ 9,607,134 $ — $ — Marketable securities 22,948,872 — — Warrant liabilities — — 444,324 Total $ 32,556,006 $ — $ 444,324 The Company issued a warrant to the representative of the underwriter of its initial public offering (the “Representative’s Warrant”). The Company determined that this warrant should be classified as a liability and considers it as a Level 3 financial instrument (see also Note 8, “Capital Structure”). The Representative’s Warrant will be re-measured As of As of Expected volatility 73.9 % 78.1 % Remaining contractual term (in years) 2.67 3.67 Risk-free interest rate 1.47 % 1.54 % Expected dividend yield — % — % The Company issued warrants to the purchasers of its Follow-on re-measured As of December 31, 2016 At Issuance on Expected volatility 79.9 % 76.8 % Remaining contractual term (in years) 4.58 5.00 Risk-free interest rate 1.93 % 1.10 % 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 years ended December 31, 2016, 2015 and 2014: Warrant liabilities (1) Year Ended December 31, 2016 2015 2014 Balance at beginning of period $ 444,324 $ 313,004 $ 3,088,017 Issuances of convertible notes — — 865,635 Cancellation of placement agent warrants (2) — — (941,541 ) Issuance of Representative’s Warrant — — 403,696 Issuance of CMPO Warrants 18,601,228 — — Change in fair value (3) (6,346,572 ) 131,320 2,563,080 Conversion of convertible notes to common stock — — (5,665,883 ) Balance at end of period $ 12,698,980 $ 444,324 $ 313,004 Embedded derivatives liabilities (1) Year Ended December 31, 2016 2015 2014 Balance at beginning of period $ — $ — $ 2,680,780 Issuances of convertible notes — — 537,607 (Decrease) increase in fair value (3) — — (1,337,878 ) Conversion of convertible notes to common stock — — (1,880,509 ) Balance at end of period $ — $ — $ — (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 (2) The Company reclassified the balance of the placement agent warrants to additional paid-in (3) The change in the fair values of the warrant and embedded derivatives liabilities are recorded in other expenses in the statement of operations. The key inputs into the Black-Scholes option pricing model are the per share value and the expected volatility of the Company’s common stock. Significant changes in these inputs will directly increase or decrease the estimated fair value of the Company’s warrant liability. |
Property, Equipment, and Leaseh
Property, Equipment, and Leasehold Improvements | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 Computer equipment $ 19,691 $ 19,691 Furniture 434,697 434,697 Lab equipment 1,710,881 1,631,016 Leasehold improvements 1,855,004 1,821,677 4,020,273 3,907,081 Less: accumulated depreciation and amortization (2,739,121 ) (2,288,113 ) $ 1,281,152 $ 1,618,968 Depreciation expense was $451,008, $537,344 and $551,323 for the years ended December 31, 2016, 2015 and 2014, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consist of the following: December 31, 2016 2015 Accrued compensation costs $ 1,597,414 $ 1,133,742 Accrued research and development service fees 504,193 590,307 Accrued professional fees 299,912 317,796 Accrued facilities operation expenses 236,296 127,480 Accrued licensing fees 180,000 — Other accrued expenses 50,537 82,442 $ 2,868,352 $ 2,251,767 |
Senior Convertible Notes
Senior Convertible Notes | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Senior Convertible Notes | 6. 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. 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. The Company recorded the costs directly related to the issuance of its Convertible Notes as debt issuance costs and amortized these costs to interest expense 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. Each purchaser of the Convertible Notes also received a warrant which included an exercise price “cap” that was analogous to “down round protection” which precluded the Company from classifying the warrants in equity (the “Note Warrants”). The Convertible Notes also included embedded derivatives (i.e. penalty provisions) that required bifurcation. As such, the Company reflected both the values of the Note Warrants and the embedded derivatives as liabilities which were re-measured paid-in Upon the closing of the IPO and based on the terms of the Note Warrants, the Company determined the total number of shares of the Company’s common stock underlying the Note Warrants to be 3,321,416 at an exercise price of $3.00 per share. There were 3,315,878 shares of common stock underlying the outstanding Note Warrants as of December 31, 2016 and 2015. The Note Warrants expire five years from the date of issuance. |
Net Loss Per Share of Common St
Net Loss Per Share of Common Stock | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share of Common Stock | 7. 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, 2016 2015 2014 Net loss applicable to common stockholders $ (28,538,399 ) $ (25,120,964 ) $ (34,617,536 ) Weighted average shares of common stock outstanding 33,539,465 23,328,922 8,973,599 Net loss per share of common stock—basic and diluted $ (0.85 ) $ (1.08 ) $ (3.86 ) The following potentially dilutive securities outstanding at December 31, 2016, 2015 and 2014 have been excluded from the computation of diluted weighted average shares outstanding, as they would have been antidilutive given the Company’s net loss: December 31, 2016 2015 2014 Preferred stock — — — Options to purchase common stock 4,691,746 4,313,755 3,089,327 Warrants to purchase common stock 27,214,775 13,503,107 14,577,361 31,906,521 17,816,862 17,666,688 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Operating Leases In December 2010, the Company entered into a non-cancellable In January 2012, the Company entered into a non-cancellable Amount Year ending December 31: 2017 $ 868,933 2018 886,311 2019 904,038 2020 922,118 2021 940,561 Thereafter 6,051,835 $ 10,573,796 Rent expense is recognized on the straight-line method over the terms of each lease. Rent expense for the years ended December 31, 2016, 2015 and 2014, was approximately $880,000, $873,000 and $871,000, respectively. In May 2016, the Company entered into a non-cancellable |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Capital Structure | 9. Capital Structure Common Stock As of December 31, 2016, the Company was authorized to issue 100,000,000 shares of common stock at $0.0001 par value per share. Follow-on On July 27, 2016, the Company sold 14,000,000 shares of its common stock and warrants to purchase an additional 14,000,000 shares of its common stock in an underwritten Follow-on The warrants have an exercise price of $3.00 per shares and expire five years from the date of issuance (the “CMPO Warrants”). The CMPO Warrants contain a fundamental transaction provision that obligates the Company to cash settle the CMPO Warrants under a limited set of conditions not entirely within the Company’s control. Due to this conditional obligation, the Company determined that the CMPO Warrants should be classified as a liability in the Company’s balance sheet. At issuance, the Company determined the fair value of the CMPO Warrants to be $18.6 million and reclassified this balance from equity to warrant liability. The fair value of the CMPO Warrants will be re-measured 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 The placement agents in the PIPE received warrants to purchase 4% of the total number of shares of common stock sold in the PIPE (the “Placement Agent Warrants”), for a total of 189,126 shares of common stock underlying the Placement Agent Warrants. The Placement Warrants became exercisable upon issuance at an exercise price of $4.65 per share and expire on June 11, 2020. The common stock and accompanying PIPE Warrants and Placement Agent Warrants have been classified to stockholders’ equity in the Company’s balance sheet. Initial Public Offering 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. On August 1, 2014, the Company closed its 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 On November 2, 2015, the Company’s Class B Warrants to purchase common stock expired in accordance with their terms. As of November 2, 2015, holders of the Class B Warrants had exercised 4,812,328 Class B Warrants, resulting in the issuance of 2,406,164 shares of the Company’s common stock and the receipt by the Company of approximately $9.6 million in gross proceeds. The 2,068,005 Class B Warrants that were not exercised prior to expiration have terminated and are no longer exercisable. Representative’s Warrant The Maxim Group, LLC, the representative of the underwriters in the IPO, received the Representative’s 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 Representative’s Warrant. The Representative’s Warrant became exercisable at an exercise price of $7.50 per share beginning 180 days after the effective date of the Company’s registration statement (January 24, 2015) and expires on August 27, 2019. The Company classified the Representative’s Warrant as a liability since it did not meet the requirements to be included in equity. The fair value of the Representative’s Warrant will be re-measured Sales Agreement In January 2016, the Company entered into a Sales Agreement with Cowen and Company, LLC (“Cowen”) to sell shares of the Company’s common stock, with aggregate gross sales proceeds of up to $30 million, through an “at the market” equity offering program under which Cowen was to act as sales agent. On July 21, 2016, the Company terminated the Sales Agreement. The Company did not sell any shares under the program. 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, 2016, 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, 2016 and 2015: December 31, 2016 2015 Options to purchase common stock 4,691,746 4,313,755 Warrants to purchase common stock 27,214,775 13,503,107 31,906,521 17,816,862 Convertible Preferred Stock Dividends On May 28, 2014, the board of directors declared a dividend to be paid in-kind C-1 The Company recorded the in-kind 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 |
Stock Warrants
Stock Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Text Block [Abstract] | |
Stock Warrants | 10. Stock Warrants As of December 31, 2016 and 2015, the Company had warrants outstanding as shown in the table below. December 31, 2016 2015 Note Warrants 3,315,878 3,315,878 Class A Warrants (1) 6,880,333 6,880,333 PIPE Warrants 2,364,066 2,364,066 CMPO Warrants 14,000,000 — Representative’s Warrant 206,410 206,410 Placement Agent Warrants 189,126 189,126 Other warrants (2) 258,962 547,294 Warrants to purchase common stock 27,214,775 13,503,107 Weighted-average exercise price per share $ 3.97 $ 5.02 (1) On February 1, 2017, the Class A Warrants to purchase common stock expired in accordance with their terms. As none of the Class A Warrants were exercised prior to expiration, the Class A Warrants have been terminated and are no longer exercisable. (2) Other warrants are comprised of warrants issued prior to the Company’s IPO, generally in exchange for services rendered to the Company. During 2016 and 2015, the Company did not issue any warrants to purchase shares of common stock for services rendered to the Company. 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 was recognized as a component of general and administrative expenses in 2014. The following table summarizes information regarding the Company’s warrants outstanding and the corresponding exercise price at December 31, 2016: Exercise Prices Shares Expiration Date £ 17,321,591 June 18, 2018 – September 1, 2021 $3.01 - $3.99 101,102 September 8, 2019 – April 28, 2020 $4.00 - $4.99 7,069,459 February 1, 2017 – June 11, 2020 $5.00 - $9.99 2,642,615 April 30, 2018 – June 27, 2021 ³ 80,008 April 17, 2017 – January 5, 2022 27,214,775 |
Stock Option and Incentive Plan
Stock Option and Incentive Plans | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option and Incentive Plans | 11. 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. 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. 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, there will be no further grants 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 Number of Weighted Weighted Aggregate Options outstanding at December 31, 2015 4,313,755 $ 4.87 Granted 955,600 3.25 Exercised 21,356 3.07 Expired (115,686 ) 4.49 Forfeited (440,567 ) 4.30 Options outstanding at December 31, 2016 4,691,746 $ 4.62 5.51 $ — Vested and exercisable at December 31, 2016 3,720,763 $ 4.78 4.89 $ — Of the option grants outstanding to purchase 4,691,746 shares of common stock, grants to purchase 667,870 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, 2016, 2015 and 2014 was $3.25, $4.64 and $3.95, respectively. Total compensation expense recognized amounted to $2,231,883, $1,929,112 and $1,940,179 for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, the total remaining unrecognized compensation cost related to unvested stock options was $2,067,370 which will be recognized over a weighted average period of approximately 2.23 years. The following weighted average assumptions were used to compute the fair value of stock option grants: Year Ended December 31, 2016 2015 2014 Risk free interest rate 1.22 % 1.62 % 1.95 % Expected dividend yield — — — Expected term (in years) 5.01 5.75 5.96 Expected volatility 79.5 % 74.4 % 76.3 % Expected volatility— Expected term— Risk-free interest rate— Expected dividend yield— |
Retention Bonus Plan
Retention Bonus Plan | 12 Months Ended |
Dec. 31, 2016 | |
Postemployment Benefits [Abstract] | |
Retention Bonus Plan | 12. Retention Bonus Plan On February 24, 2014, the Company adopted the ContraFect Corporation Retention Bonus Plan (the “Retention Plan”). Under the Retention Plan, participants vested in and became 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 were then employed by the Company were 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. There are no outstanding Award Amounts as of December 31, 2016 or December 31, 2015 and the Company does not anticipate any further grants under the Retention Plan. |
401k Savings Plan
401k Savings Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
401k Savings Plan | 13. 401k Savings Plan In 2010, the Company established a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code (the 401(k) Plan). The 401(k) 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 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The Company has available approximately $120,534,000 and $125,270,000 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 2035 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 $12,846,000 and $9,937,000 during the years 2016 and 2015, respectively, and was approximately $52,943,000 and $40,089,000 at December 31, 2016 and 2015, 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 three years ended December 31, 2016, 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 2016 and 2015 are as follows: December 31, 2016 2015 Deferred tax assets/liabilities: Net operating loss carryovers $ 47,860,522 $ 36,414,890 Share-based compensation 2,168,126 1,922,680 R&D tax credits 1,783,716 1,469,756 Accrued compensation and severance 902,688 147,175 Depreciation (386,758 ) (496,327 ) Deferred rent 392,715 404,885 Intangible assets 221,783 225,702 52,942,793 40,088,761 Valuation allowance (52,942,793 ) (40,088,761 ) 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, 2016 2015 2014 Federal income tax benefit at statutory rate (34.00 )% (34.00 )% (34.00 )% State income tax, net of federal benefit (5.49 ) (5.49 ) (5.70 ) Permanent item—non-deductible — — 14.59 Other permanent items (1.54 ) 1.99 1.83 Change in valuation allowance 42.12 39.70 24.89 R&D tax credits (1.03 ) (0.99 ) (1.13 ) Other (0.06 ) (1.21 ) (0.48 ) Effective income tax (benefit) expense rate 0 % 0 % 0 % |
Significant Agreements
Significant Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Significant Agreements | 15. 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 CF-301. • 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 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 Staphylococcus aureus Clostridia difficile Pseudomonas aeruginosa, Escherichia coli, Klebsiella Our current agreement runs through October 24, 2019. 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 right-of-first 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 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 records a liability in its financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. The Company reviews these estimates each accounting period as additional information is known and adjusts the loss provision when appropriate. If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss to the extent necessary to make the financial statements not misleading. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the Company’s financial statements. The Company currently has no legal proceedings ongoing that management estimates could have a material effect on the Company’s financial statements. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 16. Related-Party Transactions The Company paid its non-employee |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events On February 1, 2017, the Class A Warrants to purchase common stock expired in accordance with their terms. As none of the Class A Warrants were exercised prior to expiration, the Class A Warrants have been terminated and are no longer exercisable. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial information has been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). On June 2, 2016, the Company incorporated a wholly-owned subsidiary, ContraFect International Limited, in Scotland to establish legal status for interactions with the European Economic Area. This subsidiary is dormant or is otherwise non-operative. |
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 |
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. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to accruals, fair value measurements, stock-based compensation, warrant valuation and income taxes. The Company’s actual results may differ from these estimates under different assumptions or conditions. There have been no significant changes from the Company’s original estimates in any periods presented. |
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, 2016 and December 31, 2015 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 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 December 31, 2016 consist of the following: Marketable Securities Amortized Cost Unrealized Unrealized Fair Value Current: Corporate debt $ 31,405,836 $ 24 $ (51,690 ) $ 31,354,170 Marketable securities at December 31, 2015 consisted of the following: Marketable Securities Amortized Cost Unrealized Unrealized Fair Value Current: Corporate debt $ 22,979,245 $ 199 $ (30,572 ) $ 22,948,872 At December 31, 2016 and December 31, 2015, 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 At December 31, 2016 and December 31, 2015, the Company held 29 and 28 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 December 31, 2016 and December 31, 2015 was $29,343,892 and $21,137,424, 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 December 31, 2016 and 2015. |
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 |
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 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, non-employee 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. |
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 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, 2015) 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, 2015. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets In accordance with ASC 360, Property, Plant, and Equipment |
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 available-for-sale |
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): 2014-15) 2014-15 In January 2016, the FASB issued a new Accounting Standards Update, Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01). 2016-01 In February 2016, the FASB issued a new Accounting Standards Update , Leases (ASU 2016-02), 2016-02 right-of-use In March 2016, the FASB issued a new Accounting Standards Update, Improvements to Employee Share-Based Payment Accounting (ASU 2016-09) 2016-09 In June 2016, the FASB issued a new Accounting Standards Update, Financial Instruments-Credit Losses (ASU 2016-13). 2016-13 available-for-sale |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Marketable Securities | Marketable securities at December 31, 2016 consist of the following: Marketable Securities Amortized Cost Unrealized Unrealized Fair Value Current: Corporate debt $ 31,405,836 $ 24 $ (51,690 ) $ 31,354,170 Marketable securities at December 31, 2015 consisted of the following: Marketable Securities Amortized Cost Unrealized Unrealized Fair Value Current: Corporate debt $ 22,979,245 $ 199 $ (30,572 ) $ 22,948,872 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and December 31, 2015: Fair Value Measurement As of December 31, 2016 Quoted Prices Significant Significant Cash equivalents $ 3,411,058 $ — $ — Marketable securities 31,354,170 — — Warrant liabilities — — 12,698,980 Total $ 34,765,228 $ — $ 12,698,980 Fair Value Measurement As of December 31, 2015 Quoted Prices Significant Significant Cash equivalents $ 9,607,134 $ — $ — Marketable securities 22,948,872 — — Warrant liabilities — — 444,324 Total $ 32,556,006 $ — $ 444,324 |
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, 2016, 2015 and 2014: Warrant liabilities (1) Year Ended December 31, 2016 2015 2014 Balance at beginning of period $ 444,324 $ 313,004 $ 3,088,017 Issuances of convertible notes — — 865,635 Cancellation of placement agent warrants (2) — — (941,541 ) Issuance of Representative’s Warrant — — 403,696 Issuance of CMPO Warrants 18,601,228 — — Change in fair value (3) (6,346,572 ) 131,320 2,563,080 Conversion of convertible notes to common stock — — (5,665,883 ) Balance at end of period $ 12,698,980 $ 444,324 $ 313,004 Embedded derivatives liabilities (1) Year Ended December 31, 2016 2015 2014 Balance at beginning of period $ — $ — $ 2,680,780 Issuances of convertible notes — — 537,607 (Decrease) increase in fair value (3) — — (1,337,878 ) Conversion of convertible notes to common stock — — (1,880,509 ) Balance at end of period $ — $ — $ — (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 (2) The Company reclassified the balance of the placement agent warrants to additional paid-in (3) The change in the fair values of the warrant and embedded derivatives liabilities are recorded in other expenses in the statement of operations. |
Representative's Warrant [Member] | |
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 73.9 % 78.1 % Remaining contractual term (in years) 2.67 3.67 Risk-free interest rate 1.47 % 1.54 % Expected dividend yield — % — % |
CMPO Warrants [Member] | |
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 December 31, 2016 At Issuance on Expected volatility 79.9 % 76.8 % Remaining contractual term (in years) 4.58 5.00 Risk-free interest rate 1.93 % 1.10 % Expected dividend yield — % — % |
Property, Equipment, and Leas29
Property, Equipment, and Leasehold Improvements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 Computer equipment $ 19,691 $ 19,691 Furniture 434,697 434,697 Lab equipment 1,710,881 1,631,016 Leasehold improvements 1,855,004 1,821,677 4,020,273 3,907,081 Less: accumulated depreciation and amortization (2,739,121 ) (2,288,113 ) $ 1,281,152 $ 1,618,968 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consist of the following: December 31, 2016 2015 Accrued compensation costs $ 1,597,414 $ 1,133,742 Accrued research and development service fees 504,193 590,307 Accrued professional fees 299,912 317,796 Accrued facilities operation expenses 236,296 127,480 Accrued licensing fees 180,000 — Other accrued expenses 50,537 82,442 $ 2,868,352 $ 2,251,767 |
Net Loss Per Share of Common 31
Net Loss Per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 2014 Net loss applicable to common stockholders $ (28,538,399 ) $ (25,120,964 ) $ (34,617,536 ) Weighted average shares of common stock outstanding 33,539,465 23,328,922 8,973,599 Net loss per share of common stock—basic and diluted $ (0.85 ) $ (1.08 ) $ (3.86 ) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding | The following potentially dilutive securities outstanding at December 31, 2016, 2015 and 2014 have been excluded from the computation of diluted weighted average shares outstanding, as they would have been antidilutive given the Company’s net loss: December 31, 2016 2015 2014 Preferred stock — — — Options to purchase common stock 4,691,746 4,313,755 3,089,327 Warrants to purchase common stock 27,214,775 13,503,107 14,577,361 31,906,521 17,816,862 17,666,688 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments | Future minimum lease payments are as follows: Amount Year ending December 31: 2017 $ 868,933 2018 886,311 2019 904,038 2020 922,118 2021 940,561 Thereafter 6,051,835 $ 10,573,796 |
Capital Structure (Tables)
Capital Structure (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015: December 31, 2016 2015 Options to purchase common stock 4,691,746 4,313,755 Warrants to purchase common stock 27,214,775 13,503,107 31,906,521 17,816,862 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Text Block [Abstract] | |
Schedule of Warrants Outstanding | As of December 31, 2016 and 2015, the Company had warrants outstanding as shown in the table below. December 31, 2016 2015 Note Warrants 3,315,878 3,315,878 Class A Warrants (1) 6,880,333 6,880,333 PIPE Warrants 2,364,066 2,364,066 CMPO Warrants 14,000,000 — Representative’s Warrant 206,410 206,410 Placement Agent Warrants 189,126 189,126 Other warrants (2) 258,962 547,294 Warrants to purchase common stock 27,214,775 13,503,107 Weighted-average exercise price per share $ 3.97 $ 5.02 (1) On February 1, 2017, the Class A Warrants to purchase common stock expired in accordance with their terms. As none of the Class A Warrants were exercised prior to expiration, the Class A Warrants have been terminated and are no longer exercisable. (2) Other warrants are comprised of warrants issued prior to the Company’s IPO, generally in exchange for services rendered to the Company. The following table summarizes information regarding the Company’s warrants outstanding and the corresponding exercise price at December 31, 2016: Exercise Prices Shares Expiration Date £ 17,321,591 June 18, 2018 – September 1, 2021 $3.01 - $3.99 101,102 September 8, 2019 – April 28, 2020 $4.00 - $4.99 7,069,459 February 1, 2017 – June 11, 2020 $5.00 - $9.99 2,642,615 April 30, 2018 – June 27, 2021 ³ 80,008 April 17, 2017 – January 5, 2022 27,214,775 |
Stock Option and Incentive Pl35
Stock Option and Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016, is summarized as follows: Number of Weighted Weighted Aggregate Options outstanding at December 31, 2015 4,313,755 $ 4.87 Granted 955,600 3.25 Exercised 21,356 3.07 Expired (115,686 ) 4.49 Forfeited (440,567 ) 4.30 Options outstanding at December 31, 2016 4,691,746 $ 4.62 5.51 $ — Vested and exercisable at December 31, 2016 3,720,763 $ 4.78 4.89 $ — |
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, 2016 2015 2014 Risk free interest rate 1.22 % 1.62 % 1.95 % Expected dividend yield — — — Expected term (in years) 5.01 5.75 5.96 Expected volatility 79.5 % 74.4 % 76.3 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Components of Deferred Tax Assets/Liabilities | The principal components of the Company’s deferred tax assets/liabilities for 2016 and 2015 are as follows: December 31, 2016 2015 Deferred tax assets/liabilities: Net operating loss carryovers $ 47,860,522 $ 36,414,890 Share-based compensation 2,168,126 1,922,680 R&D tax credits 1,783,716 1,469,756 Accrued compensation and severance 902,688 147,175 Depreciation (386,758 ) (496,327 ) Deferred rent 392,715 404,885 Intangible assets 221,783 225,702 52,942,793 40,088,761 Valuation allowance (52,942,793 ) (40,088,761 ) 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, 2016 2015 2014 Federal income tax benefit at statutory rate (34.00 )% (34.00 )% (34.00 )% State income tax, net of federal benefit (5.49 ) (5.49 ) (5.70 ) Permanent item—non-deductible — — 14.59 Other permanent items (1.54 ) 1.99 1.83 Change in valuation allowance 42.12 39.70 24.89 R&D tax credits (1.03 ) (0.99 ) (1.13 ) Other (0.06 ) (1.21 ) (0.48 ) Effective income tax (benefit) expense rate 0 % 0 % 0 % |
Organization and Description 37
Organization and Description of Business - Additional Information (Detail) - USD ($) | Jul. 27, 2016 | Nov. 02, 2015 | Jun. 12, 2015 | Aug. 01, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Organization And Description Of Business [Line Items] | ||||||
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. | |||||
Net proceeds from initial public offering | $ 35,000,000 | |||||
Proceeds from exercise of warrants | $ 55,998 | $ 9,698,567 | ||||
Initial Public Offering [Member] | ||||||
Organization And Description Of Business [Line Items] | ||||||
Common stock units issued upon exercise of option by underwriters | 880,333 | |||||
Number of shares issued | 6,880,333 | |||||
Public offering price, per unit | $ 6 | |||||
Private Placement [Member] | ||||||
Organization And Description Of Business [Line Items] | ||||||
Warrant exercise price per share | $ 8 | $ 4.65 | ||||
Number of shares issued | 4,728,128 | |||||
Warrants to purchase shares of common stock | 2,364,066 | 189,126 | ||||
Net proceeds received | $ 18,300,000 | |||||
Warrants expiration date | Jun. 11, 2020 | |||||
Follow-on Offering [Member] | ||||||
Organization And Description Of Business [Line Items] | ||||||
Warrant exercise price per share | $ 3 | |||||
Number of shares issued | 14,000,000 | |||||
Warrants to purchase shares of common stock | 14,000,000 | |||||
Net proceeds received | $ 32,000,000 | |||||
Public offering price, per unit | $ 2.50 | |||||
Class A Warrants [Member] | ||||||
Organization And Description Of Business [Line Items] | ||||||
Warrants expiration date | Feb. 1, 2017 | |||||
Class A Warrants [Member] | Initial Public Offering [Member] | ||||||
Organization And Description Of Business [Line Items] | ||||||
Warrant exercise price per share | 4.80 | |||||
Class B Warrants [Member] | ||||||
Organization And Description Of Business [Line Items] | ||||||
Warrants exercised | 4,812,328 | |||||
Common stock shares issued upon exercise of warrants | 2,406,164 | |||||
Proceeds from exercise of warrants | $ 9,600,000 | |||||
Unexercised warrants terminated | 2,068,005 | |||||
Warrants expiration date | Nov. 2, 2015 | |||||
Class B Warrants [Member] | Initial Public Offering [Member] | ||||||
Organization And Description Of Business [Line Items] | ||||||
Warrant exercise price per share | $ 4 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2016USD ($)GeographicalAreasDebt_SecuritySegment | Dec. 31, 2015USD ($)Debt_Security | |
Summary Of Significant Accounting Policies [Line Items] | ||
Maturity period of highly liquid investments | Three months or less | |
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 | 29 | 28 |
Aggregate fair value of debt securities | $ 29,343,892 | $ 21,137,424 |
Provision for unrecognized tax benefits or expense | 0 | |
Impairment of long-lived assets | $ 0 | |
Number of operating segment | Segment | 1 | |
Number of geographic segment | GeographicalAreas | 1 | |
Earliest Tax Year [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Tax position for all open tax years | 2,008 | |
Latest Tax Year [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Tax position for all open tax years | 2,015 | |
Minimum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment, estimated useful lives | 3 years | |
Maximum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment, estimated useful lives | 5 years | |
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 Accoun39
Summary of Significant Accounting Policies - Schedule of Marketable Securities (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Marketable Securities, Fair Value | $ 31,354,170 | $ 22,948,872 |
Corporate Debt [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Marketable Securities, Amortized Cost | 31,405,836 | 22,979,245 |
Marketable Securities, Unrealized Gains | 24 | 199 |
Marketable Securities, Unrealized Losses | (51,690) | (30,572) |
Marketable Securities, Fair Value | $ 31,354,170 | $ 22,948,872 |
Fair Value Measurements - Infor
Fair Value Measurements - Information about Company's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 31,354,170 | $ 22,948,872 |
Warrant liabilities | (12,698,980) | (444,324) |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 3,411,058 | 9,607,134 |
Marketable securities | 31,354,170 | 22,948,872 |
Total assets (liabilities) | 34,765,228 | 32,556,006 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | (12,698,980) | (444,324) |
Total assets (liabilities) | $ (12,698,980) | $ (444,324) |
Fair Value Measurements - Assum
Fair Value Measurements - Assumption Used to Determine Fair Value of Warrant Liability (Detail) | Dec. 31, 2016 | Jul. 27, 2016 | Dec. 31, 2015 |
Representative's Warrant [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility | 73.90% | 78.10% | |
Remaining contractual term (in years) | 2 years 8 months 1 day | 3 years 8 months 1 day | |
Risk-free interest rate | 1.47% | 1.54% | |
Expected dividend yield | 0.00% | 0.00% | |
CMPO Warrants [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility | 79.90% | 76.80% | |
Remaining contractual term (in years) | 4 years 6 months 29 days | 5 years | |
Risk-free interest rate | 1.93% | 1.10% | |
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 ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Warrant Liabilities [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance at beginning of period | $ 444,324 | $ 313,004 | $ 3,088,017 |
Issuances of convertible notes | 865,635 | ||
Cancellation of placement agent warrants | (941,541) | ||
(Decrease) increase in fair value | (6,346,572) | 131,320 | 2,563,080 |
Conversion of convertible notes to common stock | (5,665,883) | ||
Balance at end of period | 12,698,980 | $ 444,324 | 313,004 |
Warrant Liabilities [Member] | Representative's Warrant [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Issuance of Warrants | 403,696 | ||
Warrant Liabilities [Member] | CMPO Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Issuance of Warrants | $ 18,601,228 | ||
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 | ||
(Decrease) increase in fair value | (1,337,878) | ||
Conversion of convertible notes to common stock | $ (1,880,509) |
Property, Equipment, and Leas43
Property, Equipment, and Leasehold Improvements - Schedule of Property, Equipment and Leasehold Improvements, at Cost (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and leasehold improvements, at cost, gross | $ 4,020,273 | $ 3,907,081 |
Less: accumulated depreciation and amortization | (2,739,121) | (2,288,113) |
Property, equipment, and leasehold improvements, at cost, net | 1,281,152 | 1,618,968 |
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 | 434,697 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and leasehold improvements, at cost, gross | 1,710,881 | 1,631,016 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and leasehold improvements, at cost, gross | $ 1,855,004 | $ 1,821,677 |
Property, Equipment, and Leas44
Property, Equipment, and Leasehold Improvements - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 451,008 | $ 537,344 | $ 551,323 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued compensation costs | $ 1,597,414 | $ 1,133,742 |
Accrued research and development service fees | 504,193 | 590,307 |
Accrued professional fees | 299,912 | 317,796 |
Accrued facilities operation expenses | 236,296 | 127,480 |
Accrued licensing fees | 180,000 | |
Other accrued expenses | 50,537 | 82,442 |
Total accrued expenses | $ 2,868,352 | $ 2,251,767 |
Senior Convertible Notes - Addi
Senior Convertible Notes - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Aug. 01, 2014 | Dec. 31, 2016 | Jun. 30, 2014 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Initial public offering, closing date | Aug. 1, 2014 | |||
Number of warrants or rights outstanding | 27,214,775 | 13,503,107 | ||
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 | |||
Note Warrants [Member] | ||||
Debt Instrument [Line Items] | ||||
Warrants, Description | Each purchaser of the Convertible Notes also received a warrant which included an exercise price "cap" that was analogous to "down round protection" which precluded the Company from classifying the warrants in equity (the "Note Warrants"). | |||
Number of warrants or rights outstanding | 3,321,416 | 3,315,878 | 3,315,878 | |
Warrant exercise price per share | $ 3 | |||
Warrants expiration period | 5 years |
Net Loss Per Share of Common 47
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Net loss applicable to common stockholders | $ (28,538,399) | $ (25,120,964) | $ (34,617,536) |
Weighted average shares of common stock outstanding | 33,539,465 | 23,328,922 | 8,973,599 |
Net loss per share of common stock-basic and diluted | $ (0.85) | $ (1.08) | $ (3.86) |
Net Loss Per Share of Common 48
Net Loss Per Share of Common Stock - Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 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 | 31,906,521 | 17,816,862 | 17,666,688 |
Employee 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 | 4,691,746 | 4,313,755 | 3,089,327 |
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 | 27,214,775 | 13,503,107 | 14,577,361 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2012USD ($)ExtensionOptions | Dec. 31, 2011ExtensionOptions | Dec. 31, 2010USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
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 | $ 20,916 | |||
Number of lease extension option | ExtensionOptions | 2 | 2 | ||||
Lease renewal termination period | 5 years | 5 years | ||||
Rent expense | 880,000 | $ 873,000 | $ 871,000 | |||
Rent expense | $ 76,000 | |||||
Operating lease expiration date | May 31, 2017 |
Commitments and Contingencies50
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Detail) | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 868,933 |
2,018 | 886,311 |
2,019 | 904,038 |
2,020 | 922,118 |
2,021 | 940,561 |
Thereafter | 6,051,835 |
Total future minimum lease payments | $ 10,573,796 |
Capital Structure - Additional
Capital Structure - Additional Information (Detail) - USD ($) | Dec. 31, 2016 | Jul. 27, 2016 | Nov. 02, 2015 | Jun. 12, 2015 | Aug. 01, 2014 | Jan. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2014 | May 28, 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 | |||||||
Issuance costs allocated to warrants | $ 1,569,341 | |||||||||
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. | |||||||||
Net proceeds from initial public offering | $ 35,000,000 | |||||||||
Proceeds from exercise of warrants | $ 55,998 | $ 9,698,567 | ||||||||
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 | May 8, 2014 | |||||||||
Number of shares issued on conversion of preferred stock including in-kind dividend payable into common stock | 6,861,968 | |||||||||
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 | |||||||||
Private Placement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 4,728,128 | |||||||||
Warrants to purchase shares of common stock | 189,126 | 2,364,066 | 189,126 | |||||||
Net proceeds received | $ 18,300,000 | |||||||||
Warrant exercise price per share | $ 4.65 | $ 8 | $ 4.65 | |||||||
Private placement, securities description | Each investor received one share of common stock and a warrant to purchase one-half share of common stock at a price of $4.23 per common share purchased. | |||||||||
Warrants expiration period | 3 years | |||||||||
Exercise price per common share | $ 4.23 | |||||||||
Class of warrant purchase percentage | 4.00% | 4.00% | ||||||||
Warrant expiration date | Jun. 11, 2020 | |||||||||
Initial Public Offering [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 6,880,333 | |||||||||
Public offering price, per unit | $ 6 | |||||||||
Common stock units issued upon exercise of option by underwriters | 880,333 | |||||||||
At the Market Equity Offering Program [Member] | Maximum [Member] | Cowen and Company, LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Aggregate gross sales proceeds from common stock | $ 30,000,000 | |||||||||
Follow-on Offering [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 14,000,000 | |||||||||
Warrants to purchase shares of common stock | 14,000,000 | |||||||||
Aggregate gross sales proceeds from common stock | $ 35,000,000 | |||||||||
Net proceeds received | $ 32,000,000 | |||||||||
Warrant exercise price per share | $ 3 | |||||||||
Public offering price, per unit | $ 2.50 | |||||||||
Follow-on Offering [Member] | CMPO Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants to purchase shares of common stock | 14,000,000 | |||||||||
Warrant exercise price per share | $ 3 | |||||||||
Warrant expiration term | 5 years | |||||||||
Fair value of warrants | $ 18,600,000 | |||||||||
Issuance costs allocated to warrants | $ 1,600,000 | |||||||||
Class B Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrant expiration date | Nov. 2, 2015 | |||||||||
Warrants exercised | 4,812,328 | |||||||||
Common stock shares issued upon exercise of warrants | 2,406,164 | |||||||||
Proceeds from exercise of warrants | $ 9,600,000 | |||||||||
Unexercised warrants terminated | 2,068,005 | |||||||||
Class B Warrants [Member] | Initial Public Offering [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrant exercise price per share | $ 4 | |||||||||
Representative's Warrant [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants to purchase shares of common stock | 206,410 | 206,410 | ||||||||
Warrant exercise price per share | $ 7.50 | $ 7.50 | ||||||||
Class of warrant purchase percentage | 3.00% | 3.00% | ||||||||
Warrant expiration date | Aug. 27, 2019 | |||||||||
Warrant exercisable period | 180 days | |||||||||
Class A Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrant expiration date | Feb. 1, 2017 | |||||||||
Class A Warrants [Member] | Initial Public Offering [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrant exercise price per share | $ 4.80 |
Capital Structure - Summary of
Capital Structure - Summary of Common Stock Reserved for Future Issuance (Detail) - shares | Dec. 31, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||
Common Stock reserved for future issuance | 31,906,521 | 17,816,862 |
Stock Options [Member] | ||
Class of Stock [Line Items] | ||
Common Stock reserved for future issuance | 4,691,746 | 4,313,755 |
Warrants [Member] | ||
Class of Stock [Line Items] | ||
Common Stock reserved for future issuance | 27,214,775 | 13,503,107 |
Stock Warrants - Schedule of Wa
Stock Warrants - Schedule of Warrants Outstanding (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Jun. 12, 2015 | Aug. 01, 2014 | |
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 27,214,775 | 13,503,107 | ||
Weighted-average exercise price per share | $ 3.97 | $ 5.02 | ||
Placement Agent Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 189,126 | 189,126 | ||
Class A Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 6,880,333 | 6,880,333 | ||
Representative's Warrant [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Prices | $ 7.50 | |||
Shares Underlying Outstanding Warrants | 206,410 | 206,410 | ||
Other Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 258,962 | 547,294 | ||
Exercise Price Less Than or Equal to $3.00 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 17,321,591 | |||
Expiration Start Date | Jun. 18, 2018 | |||
Expiration End Date | Sep. 1, 2021 | |||
Exercise Price $3.01 - $3.99 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 101,102 | |||
Expiration Start Date | Sep. 8, 2019 | |||
Expiration End Date | Apr. 28, 2020 | |||
Exercise Price $4.00 - $4.99 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 7,069,459 | |||
Expiration Start Date | Feb. 1, 2017 | |||
Expiration End Date | Jun. 11, 2020 | |||
Exercise Price $5.00 - $9.99 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 2,642,615 | |||
Expiration Start Date | Apr. 30, 2018 | |||
Expiration End Date | Jun. 27, 2021 | |||
Exercise Price Greater Than or Equal to $10.00 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 80,008 | |||
Expiration Start Date | Apr. 17, 2017 | |||
Expiration End Date | Jan. 5, 2022 | |||
Minimum [Member] | Exercise Price $3.01 - $3.99 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Prices | $ 3.01 | |||
Minimum [Member] | Exercise Price $4.00 - $4.99 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Prices | 4 | |||
Minimum [Member] | Exercise Price $5.00 - $9.99 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Prices | 5 | |||
Minimum [Member] | Exercise Price Greater Than or Equal to $10.00 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Prices | 10 | |||
Maximum [Member] | Exercise Price Less Than or Equal to $3.00 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Prices | 3 | |||
Maximum [Member] | Exercise Price $3.01 - $3.99 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Prices | 3.99 | |||
Maximum [Member] | Exercise Price $4.00 - $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 | |||
Note Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Prices | $ 3 | |||
Shares Underlying Outstanding Warrants | 3,315,878 | 3,315,878 | 3,321,416 | |
Private Placement [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Prices | $ 4.65 | $ 8 | ||
Warrants [Member] | Private Placement [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 2,364,066 | 2,364,066 | ||
CMPO Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 14,000,000 |
Stock Warrants - Schedule of 54
Stock Warrants - Schedule of Warrants Outstanding (Parenthetical) (Detail) - Class A Warrants [Member] - shares | Jan. 31, 2017 | Dec. 31, 2016 |
Class of Warrant or Right [Line Items] | ||
Warrants expiration date | Feb. 1, 2017 | |
Subsequent Event [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants exercised | 0 |
Stock Warrants - Additional Inf
Stock Warrants - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | |||
Warrants issued to purchase common stock, shares for services rendered | 0 | 0 | 10,714 |
Common stock issued value per share | $ 5.25 | ||
Selling and Administrative Expenses [Member] | |||
Class of Warrant or Right [Line Items] | |||
General and administrative expenses, related to warrants | $ 26,354 |
Stock Option and Incentive Pl56
Stock Option and Incentive Plans - Additional Information (Detail) | Feb. 26, 2016 | Dec. 31, 2015shares | Feb. 26, 2013ParticipantEmployees$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Jul. 28, 2014shares | Apr. 29, 2014shares | Feb. 24, 2014shares | Dec. 12, 2011shares | Jul. 31, 2008shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares of common stock reserved pursuant to the plan | 31,906,521 | 31,906,521 | 17,816,862 | ||||||||
Exercise price per share, Granted | $ / shares | $ 3.25 | ||||||||||
Number of common stock shares outstanding | 4,313,755 | 4,691,746 | 4,313,755 | ||||||||
Number of common stock available for grant | 667,870 | ||||||||||
Weighted average period of unvested stock options | 2 years 2 months 23 days | ||||||||||
Weighted average grant date fair value of options | $ / shares | $ 3.25 | $ 4.64 | $ 3.95 | ||||||||
Unrecognized compensation cost related to unvested stock options | $ | $ 2,067,370 | ||||||||||
Employee Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Compensation expense recognized | $ | $ 2,231,883 | $ 1,929,112 | $ 1,940,179 | ||||||||
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 | 1,571,428 | 2,357,142 | 1,857,142 | 900,000 | |||||||
Termination of service, Period | 2 years | ||||||||||
Exercise price per share, Granted | $ / shares | $ 3.50 | ||||||||||
Number of participants | Participant | 26 | ||||||||||
Number of employees | Employees | 20 | ||||||||||
Options to purchase Company's Common Stock | 647,521 | ||||||||||
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 | ||||||||||
Termination of service, Period | 10 years | ||||||||||
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 | 1,907,307 | ||||||||||
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 Pl57
Stock Option and Incentive Plans - Summary of Stock Option Activity (Detail) | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Options, Options outstanding, Beginning balance | shares | 4,313,755 |
Number of Options, Granted | shares | 955,600 |
Number of Options, Exercised | shares | 21,356 |
Number of Options, Expired | shares | (115,686) |
Number of Options, Forfeited | shares | (440,567) |
Number of Options, Options outstanding, Ending balance | shares | 4,691,746 |
Number of Options, Vested and exercisable, Ending Balance | shares | 3,720,763 |
Weighted Average Exercise Price, Options outstanding, Beginning balance | $ / shares | $ 4.87 |
Weighted Average Exercise Price, Granted | $ / shares | 3.25 |
Weighted Average Exercise Price, Exercised | $ / shares | 3.07 |
Weighted Average Exercise Price, Expired | $ / shares | 4.49 |
Weighted Average Exercise Price, Forfeited | $ / shares | 4.30 |
Weighted Average Exercise Price, Options outstanding, Ending balance | $ / shares | 4.62 |
Weighted Average Exercise Price, Vested and exercisable, Ending balance | $ / shares | $ 4.78 |
Weighted Average Remaining Contractual Life (in years), Options outstanding | 5 years 6 months 4 days |
Weighted Average Remaining Contractual Life (in years), Vested and exercisable | 4 years 10 months 21 days |
Aggregate Intrinsic value, Options outstanding | $ | $ 0 |
Aggregate Intrinsic value, Vested and exercisable | $ | $ 0 |
Stock Option and Incentive Pl58
Stock Option and Incentive Plans - Weighted Average Assumptions to Compute Fair Value of Stock Option Grants (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Risk free interest rate | 1.22% | 1.62% | 1.95% |
Expected dividend yield | $ 0 | $ 0 | $ 0 |
Expected term (in years) | 5 years 4 days | 5 years 9 months | 5 years 11 months 16 days |
Expected volatility | 79.50% | 74.40% | 76.30% |
Retention Bonus Plan - Addition
Retention Bonus Plan - Additional Information (Detail) - Retention Plan [Member] - USD ($) | Sep. 11, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2014 | Feb. 24, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Retention Bonus Plan, description | Under the Retention Plan, participants vested in and became 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 were then employed by the Company were eligible to receive shares of common stock in an amount equal to 1.82 times each participant’s Award Amount. | ||||
Percentage of award amount eligible to receive each participant | 182.00% | ||||
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 |
401k Savings Plan - Additional
401k Savings Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
401k Savings Plan [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Expense for matching contributions | $ 124,000 | $ 88,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Unused operating loss carryforwards for federal tax purposes | $ 120,534,000 | |
Unused operating loss carryforwards for state tax purposes | $ 125,270,000 | |
Net operating loss carryforwards, expiration year | 2,035 | |
Deferred tax valuation allowance | $ 52,942,793 | $ 40,088,761 |
Increase in valuation allowance | 12,846,000 | $ 9,937,000 |
Unrecognized tax benefits | 0 | |
Unrecognized interest | 0 | |
Unrecognized penalties accrued | $ 0 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets/Liabilities (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets/liabilities: | ||
Net operating loss carryovers | $ 47,860,522 | $ 36,414,890 |
Share-based compensation | 2,168,126 | 1,922,680 |
R&D tax credits | 1,783,716 | 1,469,756 |
Accrued compensation and severance | 902,688 | 147,175 |
Depreciation | (386,758) | (496,327) |
Deferred rent | 392,715 | 404,885 |
Intangible assets | 221,783 | 225,702 |
Deferred tax assets/liabilities gross | 52,942,793 | 40,088,761 |
Valuation allowance | (52,942,793) | (40,088,761) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Statutory U.S. Federal Rate to Company's Effective Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax benefit at statutory rate | (34.00%) | (34.00%) | (34.00%) |
State income tax, net of federal benefit | (5.49%) | (5.49%) | (5.70%) |
Permanent item-non-deductible interest | 14.59% | ||
Other permanent items | (1.54%) | 1.99% | 1.83% |
Change in valuation allowance | 42.12% | 39.70% | 24.89% |
R&D tax credits | (1.03%) | (0.99%) | (1.13%) |
Other | (0.06%) | (1.21%) | (0.48%) |
Effective income tax (benefit) expense rate | 0.00% | 0.00% | 0.00% |
Significant Agreements - Additi
Significant Agreements - Additional Information (Detail) | Aug. 11, 2014EUR (€) | Jan. 29, 2014USD ($)shares | Jun. 30, 2014 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Oct. 07, 2014USD ($)shares | May 28, 2014shares |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||
Common stock value in consideration of license | $ 4,166 | $ 2,748 | |||||
Preferred stock issued, value | |||||||
Series C-1 Convertible Preferred Stock [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||
Preferred stock issued, shares | shares | 2,395 | ||||||
Rockefeller University [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||
License agreement termination notice period | 60 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 days’ notice. | ||||||
Trellis Biosciences, LLC [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||
License agreement, date | Jan. 29, 2014 | ||||||
License agreement, description | The license provides the Company with three fully human mAbs | ||||||
Common stock, shares issued | shares | 132,380 | ||||||
Common stock value in consideration of license | $ 500,000 | ||||||
Consideration paid under license agreement | $ 200,000 | ||||||
License agreement expiration period | 90 days | ||||||
Trellis Biosciences, LLC [Member] | Series C-1 Convertible Preferred Stock [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||
Preferred stock issued, shares | shares | 151,515 | ||||||
Preferred stock issued, value | $ 500,000 | ||||||
MorphoSys AG [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||
License agreement termination date | Aug. 15, 2014 | ||||||
Payment made to MorphoSys AG upon settlement | € | € 1,000,000 | ||||||
Collaborative Research Agreement [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||
License agreement termination notice period | 30 days | ||||||
License agreement expiration date | Oct. 24, 2019 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
General and Administrative Expense [Member] | |||
Related Party Transaction [Line Items] | |||
Non-employee directors fees for services as directors and consulting | $ 431,000 | $ 630,000 | $ 568,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Class A Warrants [Member] - shares | Jan. 31, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||
Warrants expiration date | Feb. 1, 2017 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Warrants exercised | 0 |