Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 07, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CFRX | |
Entity Registrant Name | CONTRAFECT Corp | |
Entity Central Index Key | 0001478069 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 79,409,556 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 6,825,592 | $ 8,320,317 |
Marketable securities | 16,267,629 | 22,131,936 |
Prepaid expenses and other current assets | 2,053,500 | 988,799 |
Total current assets | 25,146,721 | 31,441,052 |
Property and equipment, net | 1,243,285 | 1,076,099 |
Operating lease right-of-use assets | 3,202,124 | |
Other assets | 355,420 | 355,420 |
Total assets | 29,947,550 | 32,872,571 |
Current liabilities: | ||
Accounts payable | 3,162,113 | 1,427,287 |
Accrued liabilities | 2,158,740 | 4,369,732 |
Current portion of lease liabilities | 622,483 | |
Total current liabilities | 5,943,336 | 5,797,019 |
Deferred rent | 679,182 | |
Warrant liabilities | 2,982,034 | 20,781,663 |
Long-term portion of lease liabilities | 3,465,348 | |
Other liabilities | 72,747 | 72,747 |
Total liabilities | 12,463,465 | 27,330,611 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 25,000,000 shares authorized and none outstanding at March 31, 2019 and December 31, 2018 | ||
Common stock, $0.0001 par value, 200,000,000 shares authorized; 79,409,556 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 7,941 | 7,941 |
Additional paid-in capital | 205,207,985 | 204,884,211 |
Accumulated other comprehensive income (loss) | 1,036 | (30,300) |
Accumulated deficit | (187,732,877) | (199,319,892) |
Total stockholders' equity | 17,484,085 | 5,541,960 |
Total liabilities and stockholders' equity | $ 29,947,550 | $ 32,872,571 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
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 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 79,409,556 | 79,409,556 |
Common stock, shares outstanding | 79,409,556 | 79,409,556 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating expenses: | ||
Research and development | $ 4,107,140 | $ 4,735,340 |
General and administrative | 2,254,593 | 2,248,829 |
Total operating expenses | 6,361,733 | 6,984,169 |
Loss from operations | (6,361,733) | (6,984,169) |
Other income (expense): | ||
Interest income | 149,119 | 152,247 |
Change in fair value of warrant liabilities | 17,799,629 | (12,274,559) |
Total other income (expense) | 17,948,748 | (12,122,312) |
Net income (loss) | $ 11,587,015 | $ (19,106,481) |
Per share information: | ||
Net income (loss) per share of common stock, basic and diluted | $ 0.15 | $ (0.26) |
Basic and diluted weighted average shares outstanding | 79,409,556 | 73,656,534 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 11,587,015 | $ (19,106,481) |
Other comprehensive income (loss): | ||
Unrealized gain (loss) on available-for-sale securities | 31,336 | (16,800) |
Comprehensive income (loss) | $ 11,618,351 | $ (19,123,281) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2017 | $ 31,193,445 | $ 7,366 | $ 192,896,367 | $ (74,820) | $ (161,635,468) |
Beginning Balance, Shares at Dec. 31, 2017 | 73,656,006 | ||||
Share-based compensation | 437,681 | 437,681 | |||
Unrealized gain (loss) on marketable securities | (16,800) | (16,800) | |||
Issuance of common stock for exercise of warrants | 3,875 | 3,875 | |||
Issuance of common stock for exercise of warrants, Shares | 2,500 | ||||
Net income (loss) | (19,106,481) | (19,106,481) | |||
Ending balance at Mar. 31, 2018 | 12,511,720 | $ 7,366 | 193,337,923 | (91,620) | (180,741,949) |
Ending balance, Shares at Mar. 31, 2018 | 73,658,506 | ||||
Beginning Balance at Dec. 31, 2018 | 5,541,960 | $ 7,941 | 204,884,211 | (30,300) | (199,319,892) |
Beginning Balance, Shares at Dec. 31, 2018 | 79,409,556 | ||||
Share-based compensation | 323,774 | 323,774 | |||
Unrealized gain (loss) on marketable securities | 31,336 | 31,336 | |||
Net income (loss) | 11,587,015 | 11,587,015 | |||
Ending balance at Mar. 31, 2019 | $ 17,484,085 | $ 7,941 | $ 205,207,985 | $ 1,036 | $ (187,732,877) |
Ending balance, Shares at Mar. 31, 2019 | 79,409,556 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities | ||
Net income (loss) | $ 11,587,015 | $ (19,106,481) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation | 42,040 | 34,355 |
Stock-based compensation expense | 323,774 | 437,681 |
Change in fair value of warrant liabilities | (17,799,629) | 12,274,559 |
Decrease in deferred rent | (7,759) | |
Net amortization of premium on marketable securities | 45,643 | 100,994 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses and other current and non-current assets | (1,070,468) | 69,114 |
Decrease in accounts payable, accrued liabilities and other liabilities | (453,101) | (612,721) |
Net cash used in operating activities | (7,324,726) | (6,810,258) |
Cash flows from investing activities | ||
Purchases of marketable securities | (3,603,756) | |
Proceeds from sales of marketable securities | 5,850,000 | 6,964,888 |
Purchases of property and equipment | (19,999) | (79,276) |
Net cash provided by investing activities | 5,830,001 | 3,281,856 |
Cash flows from financing activities | ||
Proceeds from exercise of warrants | 3,875 | |
Net cash provided by financing activities | 3,875 | |
Net decrease in cash and cash equivalents | (1,494,725) | (3,524,527) |
Cash and cash equivalents at beginning of period | 8,320,317 | 6,995,046 |
Cash and cash equivalents at end of period | 6,825,592 | $ 3,470,519 |
Supplemental disclosures of cash flow information: | ||
Right-of-use assets obtained in exchange for lease obligations | 4,148,672 | |
Leasehold improvement obtained in exchange for lease incentive obligations | $ 189,227 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2019 | |
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 biologic 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 platform. The Company’s most advanced product candidate is exebacase, a lysin which targets Staph aureus Staph aureus Staph aureus The Company has incurred losses from operations since inception as a research and development organization and has an accumulated deficit of $187.7 million as of March 31, 2019. For the three months ended March 31, 2019, the Company used $7.3 million of cash in operations. The Company expects operating losses and negative cash flows to continue at significant levels in the future as it continues its clinical trials. Without additional funding, the Company believes it will not have sufficient funds to meet its obligations within the next twelve months from the date of issuance of these consolidated financial statements. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company plans to continue to fund its operations through public or private debt and equity financings, but there can be no assurances that such financing will continue to be available to the Company on satisfactory terms, or at all. As such, under the requirements of ASC 205-40, management may not consider the potential for future capital raises in its assessment of the Company’s ability to meet its obligations for the next twelve months. If the Company is unable to obtain funding, the Company would be forced to delay, reduce or eliminate its research and development programs, which could adversely affect its business prospects, or the Company may be unable to continue operations. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial information as of March 31, 2019 and for the three months ended March 31, 2019 and 2018 has been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2018 was derived from the Company’s audited consolidated financial statements. The Company’s audited consolidated financial statements as of and for the year ended December 31, 2018, including all related disclosures and the complete listing of significant accounting policies as described in Note 2 thereof, are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 14, 2019. In the opinion of management, the unaudited financial information as of March 31, 2019 and for the three months ended March 31, 2019 and 2018 reflects all adjustments, which are normal recurring adjustments, necessary to present a fair statement of financial position, results of operations and cash flows. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future periods. Principles of Consolidation The Company has a wholly-owned subsidiary, ContraFect International Limited, in Scotland that establishes legal status for interactions with the European Economic Area. This subsidiary is dormant or is otherwise non-operative. Any inter-company accounts have been eliminated in consolidation. 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. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated 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. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents and marketable securities. The Company holds these investments in highly rated financial institutions, and, by policy, limits the amounts of credit exposure to any one financial institution. These amounts at times may exceed federally insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities at the date of purchase of three months or less Marketable Securities Marketable securities consist of investments in corporate debt and U.S. Treasury securities. Management determines the appropriate classification of the securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date. The Company classifies its marketable securities as available-for-sale pursuant to ASC 320, Investments – Debt and Equity Securities . The Company classifies marketable securities available to fund current operations as current assets on its consolidated balance sheets. Marketable securities are classified as long-term assets on the consolidated balance sheets if (i) the Company has the intent and ability to hold the investments for a period of at least one year and (ii) the contractual maturity date of the investments is greater than one year. Marketable securities are recorded at fair value, with unrealized gains and losses included as a component of accumulated other comprehensive income (loss) in stockholders’ equity and a component of total comprehensive income (loss) in the consolidated statements of comprehensive income (loss), until realized. The fair value of these securities is based on quoted prices for identical or similar assets. Realized gains and losses are included in interest income in the consolidated statement of operations and comprehensive loss on a specific-identification basis. 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 consolidated 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. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts payable, accrued liabilities and warrant liabilities. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The fair value of the Company’s warrant liabilities are based upon unobservable inputs, as described further below. The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures , establishes a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The three levels of the fair value hierarchy are described below: Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The 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 liabilities is discussed in Note 4, “Fair Value Measurements.” Share-based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation, The fair value of options is calculated using the Black-Scholes option pricing model to determine the fair value of stock options on the date of grant for employee and non-employee directors and as of January 1, 2019 for the unvested non-employee stock options based on key assumptions such as stock price, expected volatility and expected term. The Company’s estimates of these assumptions are primarily based on historical data, peer company data and judgment regarding future trends and factors. Grants The Company recognizes a receivable and the related reduction in its research and development expenses when the actual reimbursable costs have been incurred and there is reasonable assurance that the Company has complied with the conditions of the grants and the amounts will be received. For the three months ended March 31, 2019 and 2018, the Company recognized a reduction to its research and development expense in the amount of approximately $656,000 and $370,000, respectively. The receivable for grants as of March 31, 2019 $656,000 and $202,000, respectively, and is included in prepaid expenses and other current assets on the balance sheet. The Company has approximately $3.8 million of approved grant award funding remaining as of March 31, 2019. Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net income (loss) per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of a dilutive net loss per share calculation, stock options and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share, as their effect would be anti-dilutive given the Company’s net loss. Common stock equivalents may also be excluded from the calculation of diluted net income per share if the exercise prices exceed the average market price for the reporting period. Recently Adopted Accounting Pronouncements Leases The Company adopted Accounting Standards Update No. 2016-02- Leases (Topic 842) We recognize right-of-use (“ROU”) assets at the inception of the arrangement as the present value of the lease payments plus our initial direct costs, if any, less any lease incentives. The corresponding liability is computed as the present value of the lease payments at inception. Assets are classified as either operating or finance ROU assets according to the classification criteria in ASC 842. The present value of the lease payments is computed using the rate implicit in the lease, if known, or our incremental borrowing rate. Operating lease costs are charged to operations on a straight line basis over the term of the lease. Under our policy, we do not record an ROU asset or corresponding liability for arrangements were the initial lease term is one year or less. Those leases are expensed on a straight line basis over the term of the lease. Impact of adoption of Topic 842 Adoption of the new standard resulted in the recording of ROU assets, net of deferred rent and a lease incentive obligation, of $3.3 million and lease liabilities of approximately $ 4.1 Non-employee stock compensation The Company adopted Accounting Standards Update, Compensation-Stock Compensation (ASU 2018-07), Statements of equity In August 2018, the Securities and Exchange Commission (“SEC”) adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. Additionally, the amendments expanded the disclosure requirements on the consolidated statements of equity for interim financial statements. Under the amendments, a summary of changes in each caption of stockholders’ equity presented in the consolidated balance sheets must be provided in a note or separate statement. The consolidated statements of equity should present a reconciliation of a beginning balance to the ending balance of each period for which the consolidated statement of comprehensive income is required to be filed. This final rule was effective in the fourth quarter of 2018. The SEC provided relief on the effective date until the first quarter of 2019, and we adopted this rule in the first quarter of 2019. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued a new Accounting Standards Update, Financial Instruments-Credit Losses (ASU 2016-13). ASU 2016-13 amends the guidance for measuring and recording credit losses on financial assets measured at amortized cost by replacing the “incurred loss” model with an “expected loss” model. Accordingly, these financial assets will be presented at the net amount expected to be collected. This new standard also requires that credit losses related to available-for-sale debt securities be recorded through an allowance for such losses rather than reducing the carrying amount under the current, other-than-temporary-impairment model. The new standard is effective for interim and annual periods beginning after December 15, 2019. The Company is currently evaluating the impact that this new standard will have on its financial statements and related disclosures. In August 2018, the FASB issued Accounting Standards Update, Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, (ASU 2018-13). The new standard removes certain disclosures, modifies certain disclosures and adds additional disclosures related to fair value measurement. The new standard will be effective beginning January 1, 2020 and early adoption is permitted. The Company is currently evaluating the potential impact ASU 2018-13 may have on its disclosures upon adoption. |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | 3. Marketable Securities Marketable securities at March 31, 2019 consisted of the following: Marketable Securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Corporate debt $ 13,265,522 $ 732 $ (78 ) $ 13,266,176 U.S. Treasury securities 3,001,071 382 — 3,001,453 $ 16,266,593 $ 1,114 $ (78 ) $ 16,267,629 Marketable securities at December 31, 2018 consisted of the following: Marketable Securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Corporate debt $ 19,179,530 $ 314 $ (31,160 ) $ 19,148,684 U.S. Treasury securities 2,982,706 546 — 2,983,252 $ 22,162,236 $ 860 $ (31,160 ) $ 22,131,936 U.S. Treasury securities include government debt instruments issued by the U.S. Department of the Treasury. Corporate debt includes obligations issued by investment-grade corporations, and may include issues that have been guaranteed by governments and government agencies. At March 31, 2019 At March 31, 2019 and December 31, 2018, the Company held 11 and 21 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 March 31, 2019 and December 31, 2018 was $10,570,964 and $18,551,296, 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 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 March 31, 2019 and December 31, 2018. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018: Fair Value Measurement as of March 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents $ 4,898,991 $ — $ — Marketable securities 16,267,629 — — Warrant liabilities — — 2,982,034 Total $ 21,166,620 $ — $ 2,982,034 Fair Value Measurement as of December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents $ 6,850,772 $ — $ — Marketable securities 22,131,936 — — Warrant liabilities — — 20,781,663 Total $ 28,982,708 $ — $ 20,781,663 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 is re-measured As of As of Expected volatility 181.4 % 70.9 % Remaining contractual term (in years) 0.42 0.67 Risk-free interest rate 2.40 % 2.63 % Expected dividend yield — % — % The Company issued warrants to the purchasers of its 2016 Offering (the “2016 Warrants”), The Company determined that these warrants should be classified as a liability and considered as a Level 3 financial instrument (see also Note 8, “Capital Structure”). The 2016 Warrants are re-measured at each subsequent reporting period and changes in fair value are recognized in the consolidated statement of operations. The following assumptions were used in a Black-Scholes option-pricing model to determine the fair value of the warrant liability: As of March 31, 2019 As of December 31, 2018 Expected volatility 96.6 % 72.6 % Remaining contractual term (in years) 2.33 2.58 Risk-free interest rate 2.27 % 2.46 % Expected dividend yield — % — % The Company issued warrants to the purchasers of its 2017 Offering (the “2017 Warrants”). The Company determined that these warrants should be classified as a liability and considered as a Level 3 financial instrument (see also Note 8, “Capital Structure”). The 2017 Warrants are re-measured at each subsequent reporting period and changes in fair value are recognized in the consolidated statement of operations. The following assumptions were used in a Black-Scholes option-pricing model to determine the fair value of the warrant liability: As of March 31, 2019 As of December 31, 2018 Expected volatility 93.9 % 87.3 % Remaining contractual term (in years) 3.33 3.58 Risk-free interest rate 2.21 % 2.49 % Expected dividend yield — % — % The following tables present a reconciliation of the Company’s financial liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2019 and 2018: Warrant liabilities Three Months Ended March 31, 2019 2018 Balance at beginning of period $ 20,781,663 $ 13,549,437 (Decrease) increase in fair value (1) (17,799,629 ) 12,274,559 Balance at end of period $ 2,982,034 $ 25,823,996 (1) The change in fair values of the warrant liabilities is recorded in other income (expense) in the consolidated statement of operations. The key inputs into the Black-Scholes option pricing model are the current 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 liabilities. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 5. Accrued Liabilities Accrued liabilities consist of the following: March 31, 2019 December 31, 2018 Accrued professional fees $ 788,471 $ 433,498 Accrued research and development service fees 702,884 2,076,764 Accrued compensation costs 452,324 1,585,689 Accrued facilities operation expenses 196,204 232,673 Other accrued liabilities 18,857 41,108 Total accrued liabilities $ 2,158,740 $ 4,369,732 |
Net Income (Loss) Per Share of
Net Income (Loss) Per Share of Common Stock | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share of Common Stock | 6. Net Income (Loss) Per Share of Common Stock Diluted net income (loss) per share is the same as basic net income (loss) per share for all periods presented because the effects of potentially dilutive items were anti-dilutive. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding. The following table sets forth the computation of basic and diluted net income (loss) per share for common stockholders: Three Months Ended March 31, 2019 2018 Net income (loss) $ 11,587,015 $ (19,106,481 ) Weighted average shares of common stock outstanding 79,409,556 73,656,534 Net loss per share of common stock—basic and diluted $ 0.15 $ (0.26 ) The following potentially dilutive securities outstanding at March 31, 2019 and 2018 have been excluded from the computation of diluted weighted average shares outstanding, as they would have been anti-dilutive: March 31, 2019 2018 Options to purchase common stock 9,084,744 7,475,106 Warrants to purchase common stock 30,987,114 36,267,603 Total 40,071,858 43,742,709 |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 7. Commitments Leases As described further in “Note 2, Summary of Significant Accounting Policies”, we adopted Topic 842 as of January 1, 2019. Prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under Topic 840. In December 2010, the Company entered into a non-cancellable operating lease for office space and laboratory facilities in Yonkers, New York expiring in December 2025. In December 2011, the Company entered into an amendment which extended the terms of the lease through December 2027 (the “Third Floor Lease”). The lease provides for the option to renew for two five In January 2012, the Company entered into a non-cancellable operating lease for additional office space and laboratory facilities in the same building in Yonkers, New York expiring in December 2027 (the “Fourth Floor Lease”). The Fourth Floor Lease provides for an option to renew for two five The Company performed an evaluation of its other contracts in accordance with Topic 842 and is determined that, except for the leases described above, none of its contracts contain a lease. The balance sheet classification of the Company’s lease liabilities was as follows: Description March 31, 2019 December 31, 2018 Operating lease liabilities: Current portion of lease liabilities $ 622,483 $ — Long-term portion of lease liabilities $ 3,465,348 $ — Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. determining the present value of lease payments, the Company estimated its incremental borrowing rate based on the information available at the adoption date of Topic 842. As of January 1, 2019, the remaining lease term is 9.0 years and the discount rate used to determine the operating lease liability was 9.93%. As of March 31, 2019, the maturities of our operating lease liabilities were as follows: Amount April 1, 2019-December 31, 2019 $ 489,993 Year ending December 31: 2020 666,391 2021 679,719 2022 693,313 2023 707,179 Thereafter 2,973,011 Total lease payments 6,209,606 Less: Present value adjustment (2,121,775 ) Operating lease liabilities 4,087,831 Cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2019 was $159,138 Rent expense is recognized using the straight-line method over the term of each lease. Rent expense for the three months ended March 31, 2019 and 2018, was approximately $ 153,000 154,000 |
Capital Structure
Capital Structure | 3 Months Ended |
Mar. 31, 2019 | |
Federal Home Loan Banks [Abstract] | |
Capital Structure | 8. Capital Structure Common Stock As of March 31, 2019, the Company was authorized to issue 200,000,000 shares of common stock at $0.0001 par value per share. Follow-on Offerings On August 3, 2018, the Company completed an underwritten public offering of 5,750,000 shares of its common stock, including shares sold pursuant to the fully exercised overallotment option granted to the underwriters in connection with the offering, at a public offering price of $2.00 per share, resulting in net proceeds to the Company of approximately $10.4 million after underwriting discounts and commissions and offering expenses payable by the Company. On July 25, 2017, the Company sold 32,000,000 shares of its common stock and warrants to purchase an additional 16,000,000 shares of its common stock in an underwritten follow-on offering for gross proceeds of $40.0 million (the “2017 Offering”). The Company received net proceeds of approximately $37.1 million after underwriting discounts, commissions and offering expenses payable by the Company. The warrants issued in the 2017 Offering have an exercise price of $1.55 per share and expire five years from the date of issuance (the “2017 Warrants”). No 2017 Warrants were exercised in the three months ended March 31, 2019. 2017 Warrants to purchase 2,500 shares of common stock were exercised in the three months ended March 31, 2018. 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 $35.0 $32.0 The 2017 Warrants and 2016 Warrants contain a fundamental transaction provision that obligates the Company to cash settle the warrants under a limited set of conditions not entirely within the Company’s control. Due to this conditional obligation, the Company determined that both the 2017 Warrants and the 2016 Warrants should be classified as liabilities in the Company’s consolidated balance sheet. At issuance, the Company determined the fair value of the 2017 Warrants and 2016 Warrants to be $12.4 million and $18.6 million, respectively, and reclassified these balances from stockholders’ equity to warrant liability. The fair value of these warrants is re-measured at each reporting period and changes in fair value are recognized in the consolidated statement of operations (see Note 4, “Fair Value Measurements”). Additionally, the Company allocated approximately $0.9 million and $1.6 million of issuance costs to the 2017 Warrants and 2016 Warrants, respectively, based on the proportion of the proceeds allocated to the fair value of the warrants. The allocated issuance costs were expensed as other expense in the Company’s consolidated statement of operations. Private Placement On June 12, 2015, the Company closed a private placement of its securities with a group of institutional investors (the “PIPE”). Each investor received one share of common stock and a warrant to purchase one-half share of common stock at a price of $ 4.23 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 were classified to stockholders’ equity in the Company’s balance sheet. Representative’s Warrant The Maxim Group, LLC, the representative of the underwriter in 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 option, for a total of 206,410 shares of common stock underlying the Representative’s Warrant. The Representative’s Warrant is exercisable at an exercise price of $7.50 per share beginning 180 days after the effective date of the Company’s registration statement (January 24, 2015) and expiring on July 28, 2019 Convertible Notes The Company issued approximately $15.0 million aggregate principal amount of its 8.00% Convertible Notes due May 31, 2015 five 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 March 31, 2019, 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 March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Options to purchase common stock 9,084,744 7,187,885 Warrants to purchase common stock 30,987,114 31,243,026 40,071,858 38,430,911 |
Stock Warrants
Stock Warrants | 3 Months Ended |
Mar. 31, 2019 | |
Text Block [Abstract] | |
Stock Warrants | 9. Stock Warrants As of March 31, 2019 and December 31, 2018, the Company had warrants outstanding as shown in the table below. March 31, 2019 December 31, 2018 Note Warrants 414,790 670,702 2017 Warrants 15,996,450 15,996,450 2016 Warrants 14,000,000 14,000,000 Representative’s Warrant 206,410 206,410 Placement Agent Warrants 189,126 189,126 Other warrants (1) 180,338 180,338 Warrants to purchase common stock 30,987,114 31,243,026 Weighted-average exercise price per share $ 2.31 $ 2.31 (1) 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 at March 31, 2019: Exercise Prices Shares Underlying Outstanding Warrants Expiration Date $2.00 16,002,164 September 1, 2021 July 25, 2022 $2.01 - $4.99 14,705,017 June 12, 2019 July 27, 2021 $5.00 279,933 July 22, 2019 January 5, 2022 30,987,114 |
Stock Option and Incentive Plan
Stock Option and Incentive Plans | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option and Incentive Plans | 10. Stock Option and Incentive Plans Amended and Restated 2008 Equity Incentive Plan In July 2008, the Company adopted the 2008 Equity Incentive Plan (the “Plan”). On February 26, 2013, the board of directors approved an amended and restated plan (the “Amended Plan”) 1,571,428. For new awards, the period that vested awards would remain exercisable upon termination of service was reduced from ten two As of the closing of the Company’s IPO, there were 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 stockholders on July 3, 2014. The 2014 Plan allows for the granting of incentive and non-qualified stock options, restricted stock and stock unit awards, stock appreciation rights and other performance-based awards to the Company’s employees, members of the board of directors and consultants of the Company. On July 28, 2014, the effective date of the 2014 Plan, the number of shares of common stock reserved pursuant to the 2014 Plan was 571,429. The 2014 Plan provides for an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year ended December 31, 2015 and 4% 9,696,859 The Company recognized compensation expense for share-based compensation based on the fair value of the underlying instrument. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. A summary of stock option activity for the three months ended March 31, 2019, is summarized as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Options outstanding at December 31, 2018 7,187,885 $ 3.17 Granted 2,160,000 0.40 Exercised — — Expired (150,016 ) 3.03 Forfeited (113,125 ) 1.46 Options outstanding at March 31, 2019 9,084,744 2.53 7.20 $ — Vested and exercisable at March 31, 2019 5,191,031 3.63 5.76 $ — The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option-pricing model. The weighted average grant date fair value of options granted during the three months ended March 31, 2019 and 2018 was $0.40 and $1.44, respectively. Total compensation expense recognized amounted to $323,774 and $437,681 for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, the total remaining unrecognized compensation cost related to unvested stock options was approximately $2.4 million which will be recognized over a weighted average period of approximately 2.60 years. The following assumptions were used to compute the fair value of stock options granted during the period: Three Months Ended March 31, 2019 2018 Risk free interest rate 2.51 % 2.56 % Expected dividend yield — — Expected term (in years) 6.06 6.06 Expected volatility 89.3 % 82.2 % Expected volatility— The Company estimated the expected volatility based on an average of the volatility of similar companies with publicly-traded equity securities. The companies were selected based on their enterprise value, risk profiles, position within the industry, and with historical information sufficient to meet the expected term of the associated award. Expected term— The Company based expected term on the midpoint of the vesting period and the contractual term of each respective option grant. Risk-free interest rate —The Company estimated the risk-free int erest rate in reference to yield on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. Expected dividend yield— The Company estimated the expected dividend yield based on consideration of its historical dividend experience and future dividend expectations. The Company has not historically declared or paid dividends to common stockholders. Moreover, it does not intend to pay dividends in the future, but instead expects to retain any earnings to invest in its continued growth. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events On April 1, 2019, Steven C. Gilman, Ph.D. resigned as President and Chief Executive Officer and Chairman of the Board of Directors (the “Board”) of the Company, effective as of April 2, 2019. The Board appointed Roger J. Pomerantz, M.D., F.A.C.P. to succeed Dr. Gilman as the Company’s President and Chief Executive Officer and Chairman of the Board. Dr. Gilman continues to serve as a director of the Company, and was appointed to serve as Vice Chairman of the Board and as Chairman of the Science and Technology Committee. On April 2, 2019, in connection with his appointment as President and Chief Executive Officer, Dr. Pomerantz entered into an employment agreement (the “Employment Agreement”) with the Company pursuant to which Dr. Pomerantz is entitled to receive an annual base salary of $550,000, subject to periodic review and adjustment by the Board, and an annual target bonus opportunity of 80% of his annual base salary. In addition, the Board has granted Dr. Pomerantz a stock option under its 2014 Plan to purchase 3,200,000 shares of the Company’s common stock, which will vest as to 25% of the underlying shares on the first anniversary of Dr. Pomerantz commencing employment with the Company and as to an additional 6.25% of the underlying shares upon Dr. Pomerantz’s completion of each three months of continuous service to the Company thereafter. If Dr. Pomerantz’s employment is terminated by the Company without Cause or Dr. Pomerantz resigns his employment for Good Reason, within the meaning of and under the Employment Agreement, he will be entitled to receive (i) an amount equal to 1.5 times the sum of his annual base salary and his target annual bonus for the year of termination, payable in the form of salary continuation in regular installments over 18 months, (ii) any unpaid annual bonus earned during the previous fiscal year as determined by the Board, (iii) payment of the premiums to continue coverage under the Company’s group health plans, if elected, for 18 months following his employment termination or, if earlier, until the date Dr. Pomerantz becomes no longer eligible for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or becomes eligible to receive comparable coverage from a subsequent employer and (iv) accelerated vesting of equity awards that would otherwise vest based solely on Dr. Pomerantz’s continued service or employment during the 18 months following termination of his employment. The Employment Agreement provides that, upon any such termination within 60 days prior to or 12 months following a change in control of the Company, in addition to the benefits described in the previous sentence, Dr. Pomerantz is entitled to, without duplication, full accelerated vesting of equity awards that would otherwise vest based solely on Dr. Pomerantz’s continued service or employment. Dr. Pomerantz’s rights to receive termination payments and benefits are conditioned upon executing a general release of claims in the Company’s favor. Dr. Pomerantz has agreed to refrain from disclosing the Company’s confidential information during or at any time following his employment with the Company and from competing with the Company or soliciting its employees or consultants for 18 months following termination of his employment. As a result of his appointment as President and Chief Executive Officer, Dr. Pomerantz is no longer eligible to receive compensation for his service on the Board and its committees in accordance with the Company’s non-employee director compensation program. On April 2, 2019, in connection with his resignation, Dr. Gilman entered into a separation agreement and release (the “Separation Agreement”) with the Company pursuant to which Dr. Gilman will receive (i) an amount in cash equal to 25% of the annual bonus that Dr. Gilman would have earned for the 2019 calendar year had he remained continuously employed, as determined by the Board based on actual performance, which amount, if any, shall be paid to Dr. Gilman in a lump sum at the same time in 2020 as annual performance bonuses for 2019 are paid to the Company’s actively employed executive officers and (ii) payment of the premiums to continue coverage under the Company’s group health plans, if elected, pursuant to COBRA, until December 31, 2019 or, if earlier, the date Dr. Gilman becomes no longer eligible for COBRA or becomes eligible to receive comparable coverage from a subsequent employer. As a result of his resignation as President and Chief Executive Officer, Dr. Gilman is eligible to receive compensation for his service on the Board and its committees in accordance with the Company’s non-employee director compensation program. Dr. Gilman’s service on the Board will also constitute his continued service to the Company for purposes of the vesting and post-termination exercise period of each option to purchase shares of the Company’s common stock held by Dr. Gilman as of his resignation. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial information as of March 31, 2019 and for the three months ended March 31, 2019 and 2018 has been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2018 was derived from the Company’s audited consolidated financial statements. The Company’s audited consolidated financial statements as of and for the year ended December 31, 2018, including all related disclosures and the complete listing of significant accounting policies as described in Note 2 thereof, are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 14, 2019. In the opinion of management, the unaudited financial information as of March 31, 2019 and for the three months ended March 31, 2019 and 2018 reflects all adjustments, which are normal recurring adjustments, necessary to present a fair statement of financial position, results of operations and cash flows. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future periods. |
Principles of Consolidation | Principles of Consolidation The Company has a wholly-owned subsidiary, ContraFect International Limited, in Scotland that establishes legal status for interactions with the European Economic Area. This subsidiary is dormant or is otherwise non-operative. Any inter-company accounts have been eliminated in consolidation. |
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. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated 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. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents and marketable securities. The Company holds these investments in highly rated financial institutions, and, by policy, limits the amounts of credit exposure to any one financial institution. These amounts at times may exceed federally insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. |
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 |
Marketable Securities | Marketable Securities Marketable securities consist of investments in corporate debt and U.S. Treasury securities. Management determines the appropriate classification of the securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date. The Company classifies its marketable securities as available-for-sale pursuant to ASC 320, Investments – Debt and Equity Securities . The Company classifies marketable securities available to fund current operations as current assets on its consolidated balance sheets. Marketable securities are classified as long-term assets on the consolidated balance sheets if (i) the Company has the intent and ability to hold the investments for a period of at least one year and (ii) the contractual maturity date of the investments is greater than one year. Marketable securities are recorded at fair value, with unrealized gains and losses included as a component of accumulated other comprehensive income (loss) in stockholders’ equity and a component of total comprehensive income (loss) in the consolidated statements of comprehensive income (loss), until realized. The fair value of these securities is based on quoted prices for identical or similar assets. Realized gains and losses are included in interest income in the consolidated statement of operations and comprehensive loss on a specific-identification basis. 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 consolidated 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts payable, accrued liabilities and warrant liabilities. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The fair value of the Company’s warrant liabilities are based upon unobservable inputs, as described further below. The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures , establishes a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The three levels of the fair value hierarchy are described below: Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The 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 liabilities is discussed in Note 4, “Fair Value Measurements.” |
Share-based Compensation | Share-based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation, The fair value of options is calculated using the Black-Scholes option pricing model to determine the fair value of stock options on the date of grant for employee and non-employee directors and as of January 1, 2019 for the unvested non-employee stock options based on key assumptions such as stock price, expected volatility and expected term. The Company’s estimates of these assumptions are primarily based on historical data, peer company data and judgment regarding future trends and factors. |
Grants | Grants The Company recognizes a receivable and the related reduction in its research and development expenses when the actual reimbursable costs have been incurred and there is reasonable assurance that the Company has complied with the conditions of the grants and the amounts will be received. For the three months ended March 31, 2019 and 2018, the Company recognized a reduction to its research and development expense in the amount of approximately $656,000 and $370,000, respectively. The receivable for grants as of March 31, 2019 $656,000 and $202,000, respectively, and is included in prepaid expenses and other current assets on the balance sheet. The Company has approximately $3.8 million of approved grant award funding remaining as of March 31, 2019. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net income (loss) per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of a dilutive net loss per share calculation, stock options and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share, as their effect would be anti-dilutive given the Company’s net loss. Common stock equivalents may also be excluded from the calculation of diluted net income per share if the exercise prices exceed the average market price for the reporting period. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Leases The Company adopted Accounting Standards Update No. 2016-02- Leases (Topic 842) We recognize right-of-use (“ROU”) assets at the inception of the arrangement as the present value of the lease payments plus our initial direct costs, if any, less any lease incentives. The corresponding liability is computed as the present value of the lease payments at inception. Assets are classified as either operating or finance ROU assets according to the classification criteria in ASC 842. The present value of the lease payments is computed using the rate implicit in the lease, if known, or our incremental borrowing rate. Operating lease costs are charged to operations on a straight line basis over the term of the lease. Under our policy, we do not record an ROU asset or corresponding liability for arrangements were the initial lease term is one year or less. Those leases are expensed on a straight line basis over the term of the lease. Impact of adoption of Topic 842 Adoption of the new standard resulted in the recording of ROU assets, net of deferred rent and a lease incentive obligation, of $3.3 million and lease liabilities of approximately $ 4.1 Non-employee stock compensation The Company adopted Accounting Standards Update, Compensation-Stock Compensation (ASU 2018-07), Statements of equity In August 2018, the Securities and Exchange Commission (“SEC”) adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. Additionally, the amendments expanded the disclosure requirements on the consolidated statements of equity for interim financial statements. Under the amendments, a summary of changes in each caption of stockholders’ equity presented in the consolidated balance sheets must be provided in a note or separate statement. The consolidated statements of equity should present a reconciliation of a beginning balance to the ending balance of each period for which the consolidated statement of comprehensive income is required to be filed. This final rule was effective in the fourth quarter of 2018. The SEC provided relief on the effective date until the first quarter of 2019, and we adopted this rule in the first quarter of 2019. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued a new Accounting Standards Update, Financial Instruments-Credit Losses (ASU 2016-13). ASU 2016-13 amends the guidance for measuring and recording credit losses on financial assets measured at amortized cost by replacing the “incurred loss” model with an “expected loss” model. Accordingly, these financial assets will be presented at the net amount expected to be collected. This new standard also requires that credit losses related to available-for-sale debt securities be recorded through an allowance for such losses rather than reducing the carrying amount under the current, other-than-temporary-impairment model. The new standard is effective for interim and annual periods beginning after December 15, 2019. The Company is currently evaluating the impact that this new standard will have on its financial statements and related disclosures. In August 2018, the FASB issued Accounting Standards Update, Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, (ASU 2018-13). The new standard removes certain disclosures, modifies certain disclosures and adds additional disclosures related to fair value measurement. The new standard will be effective beginning January 1, 2020 and early adoption is permitted. The Company is currently evaluating the potential impact ASU 2018-13 may have on its disclosures upon adoption. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Marketable Securities | Marketable securities at March 31, 2019 consisted of the following: Marketable Securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Corporate debt $ 13,265,522 $ 732 $ (78 ) $ 13,266,176 U.S. Treasury securities 3,001,071 382 — 3,001,453 $ 16,266,593 $ 1,114 $ (78 ) $ 16,267,629 Marketable securities at December 31, 2018 consisted of the following: Marketable Securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Corporate debt $ 19,179,530 $ 314 $ (31,160 ) $ 19,148,684 U.S. Treasury securities 2,982,706 546 — 2,983,252 $ 22,162,236 $ 860 $ (31,160 ) $ 22,131,936 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and December 31, 2018: Fair Value Measurement as of March 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents $ 4,898,991 $ — $ — Marketable securities 16,267,629 — — Warrant liabilities — — 2,982,034 Total $ 21,166,620 $ — $ 2,982,034 Fair Value Measurement as of December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents $ 6,850,772 $ — $ — Marketable securities 22,131,936 — — Warrant liabilities — — 20,781,663 Total $ 28,982,708 $ — $ 20,781,663 |
Reconciliation of Company's Financial Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) | The following tables present a reconciliation of the Company’s financial liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2019 and 2018: Warrant liabilities Three Months Ended March 31, 2019 2018 Balance at beginning of period $ 20,781,663 $ 13,549,437 (Decrease) increase in fair value (1) (17,799,629 ) 12,274,559 Balance at end of period $ 2,982,034 $ 25,823,996 (1) The change in fair values of the warrant liabilities is recorded in other income (expense) in the consolidated 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 181.4 % 70.9 % Remaining contractual term (in years) 0.42 0.67 Risk-free interest rate 2.40 % 2.63 % Expected dividend yield — % — % |
2016 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 March 31, 2019 As of December 31, 2018 Expected volatility 96.6 % 72.6 % Remaining contractual term (in years) 2.33 2.58 Risk-free interest rate 2.27 % 2.46 % Expected dividend yield — % — % |
2017 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 March 31, 2019 As of December 31, 2018 Expected volatility 93.9 % 87.3 % Remaining contractual term (in years) 3.33 3.58 Risk-free interest rate 2.21 % 2.49 % Expected dividend yield — % — % |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued liabilities consist of the following: March 31, 2019 December 31, 2018 Accrued professional fees $ 788,471 $ 433,498 Accrued research and development service fees 702,884 2,076,764 Accrued compensation costs 452,324 1,585,689 Accrued facilities operation expenses 196,204 232,673 Other accrued liabilities 18,857 41,108 Total accrued liabilities $ 2,158,740 $ 4,369,732 |
Net Income (Loss) Per Share o_2
Net Income (Loss) Per Share of Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 net income (loss) per share for common stockholders: Three Months Ended March 31, 2019 2018 Net income (loss) $ 11,587,015 $ (19,106,481 ) Weighted average shares of common stock outstanding 79,409,556 73,656,534 Net loss per share of common stock—basic and diluted $ 0.15 $ (0.26 ) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding | The following potentially dilutive securities outstanding at March 31, 2019 and 2018 have been excluded from the computation of diluted weighted average shares outstanding, as they would have been anti-dilutive: March 31, 2019 2018 Options to purchase common stock 9,084,744 7,475,106 Warrants to purchase common stock 30,987,114 36,267,603 Total 40,071,858 43,742,709 |
Commitments (Tables)
Commitments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Classification of Lease Liabilities | The balance sheet classification of the Company’s lease liabilities was as follows: Description March 31, 2019 December 31, 2018 Operating lease liabilities: Current portion of lease liabilities $ 622,483 $ — Long-term portion of lease liabilities $ 3,465,348 $ — |
Maturities Of Operating Lease Liabilities | Amount April 1, 2019-December 31, 2019 $ 489,993 Year ending December 31: 2020 666,391 2021 679,719 2022 693,313 2023 707,179 Thereafter 2,973,011 Total lease payments 6,209,606 Less: Present value adjustment (2,121,775 ) Operating lease liabilities 4,087,831 |
Capital Structure (Tables)
Capital Structure (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Federal Home Loan Banks [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 March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Options to purchase common stock 9,084,744 7,187,885 Warrants to purchase common stock 30,987,114 31,243,026 40,071,858 38,430,911 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Text Block [Abstract] | |
Schedule of Warrants Outstanding | As of March 31, 2019 and December 31, 2018, the Company had warrants outstanding as shown in the table below. March 31, 2019 December 31, 2018 Note Warrants 414,790 670,702 2017 Warrants 15,996,450 15,996,450 2016 Warrants 14,000,000 14,000,000 Representative’s Warrant 206,410 206,410 Placement Agent Warrants 189,126 189,126 Other warrants (1) 180,338 180,338 Warrants to purchase common stock 30,987,114 31,243,026 Weighted-average exercise price per share $ 2.31 $ 2.31 (1) 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 at March 31, 2019: Exercise Prices Shares Underlying Outstanding Warrants Expiration Date $2.00 16,002,164 September 1, 2021 July 25, 2022 $2.01 - $4.99 14,705,017 June 12, 2019 July 27, 2021 $5.00 279,933 July 22, 2019 January 5, 2022 30,987,114 |
Stock Option and Incentive Pl_2
Stock Option and Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity for the three months ended March 31, 2019, is summarized as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Options outstanding at December 31, 2018 7,187,885 $ 3.17 Granted 2,160,000 0.40 Exercised — — Expired (150,016 ) 3.03 Forfeited (113,125 ) 1.46 Options outstanding at March 31, 2019 9,084,744 2.53 7.20 $ — Vested and exercisable at March 31, 2019 5,191,031 3.63 5.76 $ — |
Assumptions to Compute Fair Value of Stock Option Grants | The following assumptions were used to compute the fair value of stock options granted during the period: Three Months Ended March 31, 2019 2018 Risk free interest rate 2.51 % 2.56 % Expected dividend yield — — Expected term (in years) 6.06 6.06 Expected volatility 89.3 % 82.2 % |
Organization and Description _2
Organization and Description of Business - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Organization And Description Of Business [Line Items] | |||
Accumulated deficit | $ (187,732,877) | $ (199,319,892) | |
Net cash used in operating activities | $ (7,324,726) | $ (6,810,258) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | |||
Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | |
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 | $ 0 | ||
Number of securities in unrealized loss position for more than 12 months | 0 | 0 | ||
Grants receivable recognized | $ 656,000 | $ 370,000 | ||
Grants receivable | 656,000 | $ 202,000 | ||
Grants remaining to be awarded | 3,800,000 | |||
Current portion of lease liabilities | 622,483 | |||
Long-term portion of lease liabilities | 3,465,348 | |||
Operating lease right-of use assets | 3,202,124 | |||
Operating lease liabilities | $ 4,087,831 | |||
Adjustments due to the adoption of Topic 842 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Current portion of lease liabilities | $ 600,000 | |||
Long-term portion of lease liabilities | 3,500,000 | |||
Operating lease right-of use assets | 3,300,000 | |||
Operating lease liabilities | $ 4,100,000 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Marketable Securities (Detail) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Schedule of Available-for-sale Securities [Line Items] | ||
Marketable Securities, Amortized Cost | $ 16,266,593 | $ 22,162,236 |
Marketable Securities, Unrealized Gains | 1,114 | 860 |
Marketable Securities, Unrealized Losses | (78) | (31,160) |
Marketable Securities, Fair Value | 16,267,629 | 22,131,936 |
Corporate Debt [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Marketable Securities, Amortized Cost | 13,265,522 | 19,179,530 |
Marketable Securities, Unrealized Gains | 732 | 314 |
Marketable Securities, Unrealized Losses | (78) | (31,160) |
Marketable Securities, Fair Value | 13,266,176 | 19,148,684 |
US Treasury Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Marketable Securities, Amortized Cost | 3,001,071 | 2,982,706 |
Marketable Securities, Unrealized Gains | 382 | 546 |
Marketable Securities, Fair Value | $ 3,001,453 | $ 2,983,252 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019USD ($)Security | Dec. 31, 2018USD ($)Security | |
Marketable Securities [Abstract] | ||
Maturity period classified current investments | Less than one year | Less than one year |
Number of securities in unrealized loss position for less than one year | Security | 11 | 21 |
Aggregate fair value of debt securities | $ | $ 10,570,964 | $ 18,551,296 |
Fair Value Measurements - Infor
Fair Value Measurements - Information about Company's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 16,267,629 | $ 22,131,936 |
Warrant liabilities | (2,982,034) | (20,781,663) |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 4,898,991 | 6,850,772 |
Marketable securities | 16,267,629 | 22,131,936 |
Total assets (liabilities) | 21,166,620 | 28,982,708 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 2,982,034 | 20,781,663 |
Total assets (liabilities) | $ 2,982,034 | $ 20,781,663 |
Fair Value Measurements - Assum
Fair Value Measurements - Assumption Used to Determine Fair Value of Warrant Liability (Detail) | Mar. 31, 2019yr | Dec. 31, 2018yr |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrant liability | 0.42 | 0.67 |
Representative's Warrant [Member] | Expected Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrant liability | 181.4 | 70.9 |
Representative's Warrant [Member] | Risk-free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrant liability | 2.40 | 2.63 |
2016 Warrants [Member] | Expected Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrant liability | 96.6 | 72.6 |
2016 Warrants [Member] | Remaining Contractual term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrant liability | 2.33 | 2.58 |
2016 Warrants [Member] | Risk-free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrant liability | 2.27 | 2.46 |
2017 Warrants [Member] | Expected Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrant liability | 93.9 | 87.3 |
2017 Warrants [Member] | Remaining Contractual term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrant liability | 3.33 | 3.58 |
2017 Warrants [Member] | Risk-free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrant liability | 2.21 | 2.49 |
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) - Warrant Liabilities [Member] - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance at beginning of period | $ 20,781,663 | $ 13,549,437 | |
(Decrease) increase in fair value | [1] | (17,799,629) | 12,274,559 |
Balance at end of period | $ 2,982,034 | $ 25,823,996 | |
[1] | The change in fair values of the warrant liabilities is recorded in other income (expense) in the consolidated statement of operations. |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued professional fees | $ 788,471 | $ 433,498 |
Accrued research and development service fees | 702,884 | 2,076,764 |
Accrued compensation costs | 452,324 | 1,585,689 |
Accrued facilities operation expenses | 196,204 | 232,673 |
Other accrued liabilities | 18,857 | 41,108 |
Total accrued liabilities | $ 2,158,740 | $ 4,369,732 |
Net Income (Loss) Per Share o_3
Net Income (Loss) Per Share of Common Stock - Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share for Common Stockholders (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Net income (loss) | $ 11,587,015 | $ (19,106,481) |
Weighted average shares of common stock outstanding | 79,409,556 | 73,656,534 |
Net loss per share of common stock-basic and diluted | $ 0.15 | $ (0.26) |
Net Income (Loss) Per Share o_4
Net Income (Loss) Per Share of Common Stock - Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding (Detail) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities outstanding excluded from the computation of diluted weighted average shares | 40,071,858 | 43,742,709 |
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 | 9,084,744 | 7,475,106 |
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 | 30,987,114 | 36,267,603 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | ||||
Jan. 31, 2012ft²ExtensionOptions | Dec. 31, 2011ExtensionOptions | Dec. 31, 2010 | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Jan. 01, 2019 | |
Loss Contingencies [Line Items] | ||||||
Non-cancellable operating lease, expiration date | 2027-12 | 2025-12 | ||||
Extended lease agreement, date | 2027-12 | |||||
Number of lease extension options | ExtensionOptions | 2 | 2 | ||||
Lease renewal termination period | 5 years | 5 years | ||||
Area of space relinquished from lease agreement | ft² | 10,912 | |||||
Rent expense | $ 153,000 | $ 154,000 | ||||
Operating lease, remaining lease term | 9 years | |||||
Operating lease, discount rate, percent | 9.93% | |||||
Cash paid for amounts included in the measurement of lease liabilities | $ 159,138 |
Commitments - Schedule of Class
Commitments - Schedule of Classification of Lease Liabilities (Detail) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Operating lease liabilities: | ||
Current portion of lease liabilities | $ 622,483 | |
Long-term portion of lease liabilities | $ 3,465,348 |
Commitments - Maturities Of Ope
Commitments - Maturities Of Operating Lease Liabilities (Detail) | Mar. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
April 1, 2019 - December 31, 2019 | $ 489,993 |
2020 | 666,391 |
2021 | 679,719 |
2022 | 693,313 |
2023 | 707,179 |
Thereafter | 2,973,011 |
Total lease payments | 6,209,606 |
Less: Present value adjustment | (2,121,775) |
Operating lease liabilities | $ 4,087,831 |
Capital Structure - Additional
Capital Structure - Additional Information (Detail) - USD ($) | Aug. 03, 2018 | Jul. 25, 2017 | Jul. 27, 2016 | Jun. 12, 2015 | Aug. 01, 2014 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2014 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Initial public offering, closing date | Aug. 1, 2014 | ||||||||
Number of warrants or rights outstanding | 30,987,114 | 31,243,026 | |||||||
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 | ||||||||
8.00% Convertible Notes due May 31, 2015 [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Convertible Notes, principal amount | $ 15,000,000 | ||||||||
Convertible Notes, interest rate | 8.00% | ||||||||
Convertible Notes, due date | May 31, 2015 | ||||||||
2016 Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrants or rights outstanding | 14,000,000 | 14,000,000 | |||||||
2017 Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrants or rights outstanding | 15,996,450 | 15,996,450 | |||||||
Private Placement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued | 4,728,128 | ||||||||
Net proceeds received | $ 18,300,000 | ||||||||
Warrants to purchase shares of common stock | 2,364,066 | 189,126 | |||||||
Warrant exercise price per share | $ 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. | ||||||||
Exercise price per common share | $ 4.23 | ||||||||
Class of warrant purchase percentage | 4.00% | ||||||||
Warrant expiration date | Jun. 11, 2020 | ||||||||
Initial Public Offering [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of Convertible Notes together with accrued and unpaid interest into common stock, shares | 5,109,988 | ||||||||
Follow-on Offering [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued | 5,750,000 | 32,000,000 | 14,000,000 | ||||||
Public offering price, per unit | $ 2 | ||||||||
Net proceeds received | $ 10,400,000 | $ 37,100,000 | $ 32,000,000 | ||||||
Warrants to purchase shares of common stock | 16,000,000 | 14,000,000 | |||||||
Aggregate gross sales proceeds from common stock | $ 40,000,000 | $ 35,000,000 | |||||||
Warrant exercise price per share | $ 1.55 | $ 3 | |||||||
Follow-on Offering [Member] | CMPO Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants to purchase shares of common stock | 16,000,000 | 14,000,000 | |||||||
Follow-on Offering [Member] | 2016 Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
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 | ||||||||
Follow-on Offering [Member] | 2017 Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants to purchase shares of common stock | 2,500 | ||||||||
Warrant exercise price per share | $ 1.55 | ||||||||
Warrant expiration term | 5 years | ||||||||
Fair value of warrants | $ 12,400,000 | ||||||||
Issuance costs allocated to warrants | $ 900,000 | ||||||||
Note Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant exercise price per share | $ 3 | ||||||||
Warrant expiration term | 5 years | ||||||||
Number of warrants or rights outstanding | 3,321,416 | 414,790 | 670,702 | ||||||
Class of warrant or rights, expired | 2,645,176 | 255,912 | |||||||
Representative's Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants to purchase shares of common stock | 206,410 | ||||||||
Warrant exercise price per share | $ 7.50 | ||||||||
Class of warrant purchase percentage | 3.00% | ||||||||
Warrant expiration date | Jul. 28, 2019 | ||||||||
Warrant exercisable period | 180 days | ||||||||
Number of warrants or rights outstanding | 206,410 | 206,410 |
Capital Structure - Summary of
Capital Structure - Summary of Common Stock Reserved for Future Issuance (Detail) - shares | Mar. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||
Common Stock reserved for future issuance | 40,071,858 | 38,430,911 |
Stock Options [Member] | ||
Class of Stock [Line Items] | ||
Common Stock reserved for future issuance | 9,084,744 | 7,187,885 |
Warrants [Member] | ||
Class of Stock [Line Items] | ||
Common Stock reserved for future issuance | 30,987,114 | 31,243,026 |
Stock Warrants - Schedule of Wa
Stock Warrants - Schedule of Warrants Outstanding (Detail) - $ / shares | 3 Months Ended | |||
Mar. 31, 2019 | Dec. 31, 2018 | Aug. 01, 2014 | ||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 30,987,114 | 31,243,026 | ||
Weighted-average exercise price per share | $ 2.31 | $ 2.31 | ||
Placement Agent Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 189,126 | 189,126 | ||
Representative's Warrant [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 206,410 | 206,410 | ||
Exercise Prices | $ 7.50 | |||
Other Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | [1] | 180,338 | 180,338 | |
Exercise Price Less Than or Equal to $2.00 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 16,002,164 | |||
Expiration Start Date | Sep. 1, 2021 | |||
Expiration End Date | Jul. 25, 2022 | |||
Exercise Price $2.01 - $4.99 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 14,705,017 | |||
Expiration Start Date | Jun. 12, 2019 | |||
Expiration End Date | Jul. 27, 2021 | |||
Exercise Price Greater Than or Equal to $ 5.00 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 279,933 | |||
Expiration Start Date | Jul. 22, 2019 | |||
Expiration End Date | Jan. 5, 2022 | |||
Minimum [Member] | Exercise Price $2.01 - $4.99 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Prices | $ 2.01 | |||
Minimum [Member] | Exercise Price Greater Than or Equal to $ 5.00 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Prices | 5 | |||
Maximum [Member] | Exercise Price Less Than or Equal to $2.00 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Prices | 2 | |||
Maximum [Member] | Exercise Price $2.01 - $4.99 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Prices | $ 4.99 | |||
Note Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 414,790 | 670,702 | 3,321,416 | |
Exercise Prices | $ 3 | |||
2016 Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 14,000,000 | 14,000,000 | ||
2017 Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Shares Underlying Outstanding Warrants | 15,996,450 | 15,996,450 | ||
[1] | Other warrants are comprised of warrants issued prior to the Company’s IPO, generally in exchange for services rendered to the Company. |
Stock Option and Incentive Pl_3
Stock Option and Incentive Plans - Additional Information (Detail) - USD ($) | Dec. 31, 2015 | Feb. 26, 2013 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jul. 28, 2014 | Apr. 29, 2014 | Feb. 24, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares of common stock reserved pursuant to the plan | 40,071,858 | 38,430,911 | ||||||
Weighted average grant date fair value of options | $ 0.40 | $ 1.44 | ||||||
Unrecognized compensation cost related to unvested stock options | $ 2,400,000 | |||||||
Weighted average period of unvested stock options | 2 years 7 months 6 days | |||||||
Employee Stock Options [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Compensation expense recognized | $ 323,774 | $ 437,681 | ||||||
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 | |||||||
Termination of service, Period | 2 years | |||||||
2008 Equity Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares of common stock reserved pursuant to the plan | 2,357,142 | 1,857,142 | ||||||
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 | 9,696,859 | |||||||
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 Pl_4
Stock Option and Incentive Plans - Summary of Stock Option Activity (Detail) | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Options, Options outstanding, Beginning balance | shares | 7,187,885 |
Number of Options, Granted | shares | 2,160,000 |
Number of Options, Exercised | shares | 0 |
Number of Options, Expired | shares | (150,016) |
Number of Options, Forfeited | shares | (113,125) |
Number of Options, Options outstanding, Ending balance | shares | 9,084,744 |
Number of Options, Vested and exercisable, Ending Balance | shares | 5,191,031 |
Weighted Average Exercise Price, Options outstanding, Beginning balance | $ / shares | $ 3.17 |
Weighted Average Exercise Price, Granted | $ / shares | 0.40 |
Weighted Average Exercise Price, Exercised | $ / shares | 0 |
Weighted Average Exercise Price, Expired | $ / shares | 3.03 |
Weighted Average Exercise Price, Forfeited | $ / shares | 1.46 |
Weighted Average Exercise Price, Options outstanding, Ending balance | $ / shares | 2.53 |
Weighted Average Exercise Price, Vested and exercisable, Ending balance | $ / shares | $ 3.63 |
Weighted Average Remaining Contractual Life (in years), Options outstanding | 7 years 2 months 12 days |
Weighted Average Remaining Contractual Life (in years), Vested and exercisable | 5 years 9 months 3 days |
Aggregate Intrinsic value, Options outstanding | $ | $ 0 |
Aggregate Intrinsic value, Vested and exercisable | $ | $ 0 |
Stock Option and Incentive Pl_5
Stock Option and Incentive Plans - Assumptions to Compute Fair Value of Stock Option Grants (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Risk free interest rate | 2.51% | 2.56% |
Expected dividend yield | $ 0 | $ 0 |
Expected term (in years) | 6 years 21 days | 6 years 21 days |
Expected volatility | 89.30% | 82.20% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Apr. 02, 2019 | Mar. 31, 2019 |
Subsequent Event [Line Items] | ||
Number of Options, Granted | 2,160,000 | |
Pomerantz [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Base salary fixed | $ 550,000 | |
Percentage of bonus on base salary | 80.00% | |
Number of Options, Granted | 3,200,000 | |
Percentage of bonus | common stock, which will vest as to 25% of the underlying shares on the first anniversary of Dr. Pomerantz commencing employment with the Company and as to an additional 6.25% of the underlying shares upon Dr. Pomerantz’s completion of each three months of continuous service to the Company thereafter. | |
Gilman [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Percentage of bonus on last drawn salary | 25.00% |