Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Feb. 15, 2015 | Nov. 13, 2014 |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CAPN | ||
Entity Registrant Name | Capnia, Inc. | ||
Entity Central Index Key | 1484565 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 6,769,106 | ||
Entity Public Float | $6.20 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets | ||
Cash and cash equivalents | $7,956,710 | $1,268,770 |
Restricted cash | 20,000 | 20,000 |
Accounts receivable | 149,605 | |
Inventory | 109,336 | |
Prepaid expenses and other current assets | 252,272 | 85,149 |
Total current assets | 8,338,318 | 1,523,524 |
Long-term assets | ||
Property and equipment, net | 57,607 | 63,167 |
Total assets | 8,395,925 | 1,586,691 |
Current liabilities | ||
Accounts payable | 986,799 | 57,721 |
Accrued compensation and other current liabilities | 201,457 | 128,651 |
Line of credit and accrued interest | 101,529 | |
Convertible promissory notes and accrued interest | 13,991,857 | |
Total current liabilities | 1,289,785 | 14,178,229 |
Long-term liabilities | ||
Convertible preferred stock warrant liability | 1,464,877 | |
Commitments (Note 9) | ||
Stockholders' deficit | ||
Common stock, $0.001 par value, 100,000,000 shares authorized at December 31, 2014 and 10,000,000 shares authorized at December 31, 2013; 6,769,106 and 535,685 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively. | 6,769 | 536 |
Additional paid-in-capital | 60,635,664 | 19,235,512 |
Accumulated deficit | -70,975,024 | -57,100,511 |
Total stockholders' deficit | -10,332,591 | -37,864,463 |
Total liabilities and stockholders' deficit | 8,395,925 | 1,586,691 |
Series A Convertible Preferred Stock [Member] | ||
Convertible Preferred Stock | ||
Convertible preferred stock | 1,500,000 | |
Stockholders' deficit | ||
Total stockholders' deficit | 0 | 1,500,000 |
Series B Convertible Preferred Stock [Member] | ||
Convertible Preferred Stock | ||
Convertible preferred stock | 6,862,939 | |
Stockholders' deficit | ||
Total stockholders' deficit | 0 | 6,862,939 |
Series C Convertible Preferred Stock [Member] | ||
Convertible Preferred Stock | ||
Convertible preferred stock | 15,445,109 | |
Stockholders' deficit | ||
Total stockholders' deficit | 0 | 15,445,109 |
Series B Warrant Liability [Member] | ||
Long-term liabilities | ||
Convertible preferred stock warrant liability | $17,438,731 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Convertible preferred stock, shares authorized | 1,860,000 | |
Convertible preferred stock, shares outstanding | 865,429 | |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 10,000,000 |
Common stock, shares issued | 6,769,106 | 535,685 |
Common stock, shares outstanding | 6,769,106 | 535,685 |
Series A Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $0.00 | $0.00 |
Convertible preferred stock, shares authorized | 40,000 | 40,000 |
Convertible preferred stock, shares issued | 0 | 31,250 |
Convertible preferred stock, shares outstanding | 0 | 31,250 |
Convertible preferred stock, aggregate liquidation preference | $1,500,000 | $1,500,000 |
Series B Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $0.00 | $0.00 |
Convertible preferred stock, shares authorized | 320,000 | 320,000 |
Convertible preferred stock, shares issued | 0 | 119,140 |
Convertible preferred stock, shares outstanding | 0 | 119,140 |
Convertible preferred stock, aggregate liquidation preference | 6,862,939 | 6,862,939 |
Series C Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $0.00 | $0.00 |
Convertible preferred stock, shares authorized | 1,500,000 | 1,500,000 |
Convertible preferred stock, shares issued | 0 | 715,039 |
Convertible preferred stock, shares outstanding | 0 | 715,039 |
Convertible preferred stock, aggregate liquidation preference | $15,445,109 | $15,445,109 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Revenue | $3,000,000 | |
Expenses | ||
Research and development | 2,242,216 | 2,379,832 |
Sales and marketing | 252,359 | |
General and administrative | 2,665,154 | 1,466,951 |
Total expenses | 5,159,729 | 3,846,783 |
Operating income (loss) | -5,159,729 | -846,783 |
Interest and other income (expense) | ||
Interest income | 1,085 | 1,772 |
Interest expense | -4,130,394 | -2,860,267 |
Other income (expense) | -4,585,475 | -1,965 |
Net loss | ($13,874,513) | ($3,707,243) |
Basic and diluted net loss per common share | ($10.92) | ($6.92) |
Weighted-average common shares outstanding used to calculate basic and diluted net loss per common share | 1,270,033 | 535,648 |
Statements_of_Convertible_Pref
Statements of Convertible Preferred Stock and Stockholders' Deficit (USD $) | Total | 2010 and 2012 Convertible Promissory Notes [Member] | 2014 Convertible Promissory Notes [Member] | Series A Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series A & B Warrants [Member] | Series B Warrant Liability [Member] | Series B Warrant Liability [Member] | Series B Warrant Liability [Member] | Series B Warrant Liability [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Series A Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | USD ($) | 2010 and 2012 Convertible Promissory Notes [Member] | 2014 Convertible Promissory Notes [Member] | Series B Warrant Liability [Member] | USD ($) | 2010 and 2012 Convertible Promissory Notes [Member] | 2014 Convertible Promissory Notes [Member] | Series A & B Warrants [Member] | Series B Warrant Liability [Member] | USD ($) | Series B Warrant Liability [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||||||
Balances at beginning, Amount at Dec. 31, 2012 | ($34,195,637) | $1,500,000 | $6,862,939 | $15,445,109 | $522 | $19,197,109 | ($53,393,268) | |||||||||||||||
Balances at beginning, Shares at Dec. 31, 2012 | 31,250 | 119,140 | 715,039 | 522,360 | ||||||||||||||||||
Vesting of restricted common stock | 23,986 | 14 | 23,972 | |||||||||||||||||||
Vesting of restricted common stock, Shares | 13,325 | |||||||||||||||||||||
Stock-based compensation | 14,431 | 14,431 | ||||||||||||||||||||
Net loss | -3,707,243 | -3,707,243 | ||||||||||||||||||||
Balances at end, Amount at Dec. 31, 2013 | -37,864,463 | 1,500,000 | 6,862,939 | 15,445,109 | 536 | 19,235,512 | -57,100,511 | |||||||||||||||
Balances at end, Shares at Dec. 31, 2013 | 31,250 | 119,140 | 715,039 | 535,685 | ||||||||||||||||||
Stock-based compensation | 345,435 | 345,435 | ||||||||||||||||||||
Conversion of preferred stock to common stock in IPO | 23,808,048 | -1,500,000 | -6,862,939 | -15,445,109 | 865 | 23,807,183 | ||||||||||||||||
Conversion of preferred stock to common stock in IPO, shares | -31,250 | -119,140 | -715,039 | 865,429 | ||||||||||||||||||
Stock warrant liability reclassification/Issuance of warrants for overallotment exercise | 1,220,718 | 18,975 | 1,220,718 | 18,975 | ||||||||||||||||||
Issuance of common stock in IPO (net of discounts & commission of $861,948) | 9,846,552 | 1,650 | 9,844,902 | |||||||||||||||||||
Issuance of common stock in IPO (net of discounts & commission of $861,948), Shares | 1,650,000 | |||||||||||||||||||||
Beneficial conversion feature in connection with related party convertible promissory notes | 1,723,984 | 1,723,984 | ||||||||||||||||||||
Conversion of notes payable into common stock in IPO | 15,410,110 | 2,512,119 | 3,166 | 552 | 15,406,944 | 2,511,567 | ||||||||||||||||
Conversion of notes payable into common stock in IPO, Shares | 3,165,887 | 552,105 | ||||||||||||||||||||
Deferred IPO costs | -1,830,450 | -1,830,450 | ||||||||||||||||||||
Series B warrants treated as derivative liability | -11,649,106 | -11,649,106 | ||||||||||||||||||||
Series B warrants treated as derivative liability, Shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Net loss | -13,874,513 | -13,874,513 | ||||||||||||||||||||
Balances at end, Amount at Dec. 31, 2014 | ($10,332,591) | $0 | $0 | $0 | $6,769 | $60,635,664 | ($70,975,024) | |||||||||||||||
Balances at end, Shares at Dec. 31, 2014 | 0 | 0 | 0 | 6,769,106 |
Statements_of_Convertible_Pref1
Statements of Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | |
Issuance of common stock in IPO, discounts & commission | $861,948 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss | ($13,874,513) | ($3,707,243) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 28,516 | 42,114 |
Stock-based compensation expense | 345,435 | 38,417 |
Loss on disposition of property and equipment | 7,727 | 1,446 |
Change in fair value of stock warrants | 4,578,232 | 105,320 |
Non-cash interest expense relating to convertible promissory notes & amortization of discount on notes | 4,128,863 | 2,860,267 |
Non-cash interest expense relating to line of credit | 1,529 | |
Change in operating assets and liabilities: | ||
Accounts receivable | 149,605 | -149,605 |
Inventory | -109,336 | |
Other receivables | 150,782 | |
Prepaid expenses and other assets | -167,123 | -2,557 |
Accounts payable | 353,897 | -161,803 |
Accrued compensation & other current liabilities | 72,806 | -62,356 |
Net cash used in operating activities | -4,484,362 | -885,218 |
Cash flows from investing activities: | ||
Purchase of property and equipment | -30,683 | -1,274 |
Net cash used in investing activities | -30,683 | -1,274 |
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock warrants | 1,946 | |
Proceeds from issuance of convertible notes payable | 2,490,781 | |
Proceeds from line of credit | 100,000 | |
Proceeds from Initial Public Offering | 10,727,475 | |
Initial Public Offering costs paid | -2,117,217 | |
Net cash provided by financing activities | 11,202,985 | |
Net increase (decrease) in cash and cash equivalents | 6,687,940 | -886,492 |
Cash and cash equivalents, beginning of period | 1,268,770 | 2,155,262 |
Cash and cash equivalents, end of period | 7,956,710 | 1,268,770 |
Supplemental disclosures of noncash investing and financing information | ||
Initial Public Offering costs accrued and included in Accounts Payable | 575,181 | |
Issuance of restricted common stock in exchange for intellectual property | 23,986 | |
Beneficial conversion feature related to the warrants to purchase shares of convertible preferred stock in connection with convertible promissory notes | 1,723,984 | |
Issuance of warrants for the purchase of convertible preferred stock in connection with notes payable | 966,978 | |
IPO [Member] | 2014 Convertible Promissory Notes [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash interest expense relating to convertible promissory notes & amortization of discount on notes | 1,855,452 | |
Supplemental disclosures of noncash investing and financing information | ||
Notes payable converted into common stock in IPO | 2,512,119 | |
IPO [Member] | 2010 and 2012 Convertible Promissory Notes [Member] | ||
Supplemental disclosures of noncash investing and financing information | ||
Notes payable converted into common stock in IPO | $15,410,110 |
Description_of_Business
Description of Business | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Description of Business | Note 1. Description of Business | ||||||||||||
Capnia, Inc. (the “Company”) was incorporated in the State of Delaware on August 25, 1999, and is located in Redwood City, California. The Company develops diagnostics and therapeutics based on its proprietary technology for precision metering of gas flow. | |||||||||||||
The Company’s first diagnostic product, CoSense®, aids in diagnosis of excessive hemolysis, a condition in which red blood cells degrade rapidly. When present in neonates with jaundice, hemolysis is a dangerous condition which can lead to long-term developmental disability. CoSense received initial 510(k) clearance for sale in the U.S. in the fourth quarter of 2012, with a more specific Indication for Use related to hemolysis issued in the first quarter of 2014, and received CE Mark certification for sale in the European Union (“E.U.”) in the third quarter of 2013. The Company initiated commercialization of CoSense in October 2014 using its own sales efforts. In addition, the Company is applying its research and development efforts to additional diagnostic products based on its Sensalyze™ Technology Platform, a portfolio of proprietary methods and devices which enables CoSense and can be applied to detect a variety of analytes in exhaled breath. | |||||||||||||
The Company has also obtained CE Mark certification in the E.U. for Serenz™, a therapeutic product candidate for the treatment of symptoms related to allergic rhinitis (“AR”). The Company out licensed Serenz to Block Drug Company, a wholly-owned subsidiary of GlaxoSmithKline (“GSK”) in 2013, realizing revenue in the form of a non-refundable up-front payment of $3.0 million. In June 2014, the GSK agreement terminated and the licensed rights to Serenz were returned to the Company. | |||||||||||||
Initial Public Offering | |||||||||||||
On November 18, 2014, the Company completed its initial public offering (“IPO”), pursuant to which the Company issued 1,650,000 units (each unit consisting of one share of common stock, one Series A warrant and one Series B warrant) and received net proceeds of approximately $8.0 million, after deducting underwriting discounts and commissions and IPO related expenses. The following table summarizes the results of the Company’s IPO: | |||||||||||||
Transaction | Number of | Common | Proceeds | ||||||||||
Units | Stock | ||||||||||||
Units Issued in IPO | 1,650,000 | 1,650,000 | $ | 10,708,500 | |||||||||
Issuance of A & B Warrants (overallotment to underwriters) | — | — | $ | 18,975 | |||||||||
Conversion of preferred Stock (one for one conversion ratio) | — | 865,429 | — | ||||||||||
2010/2012 Convertible notes | — | 3,165,887 | — | ||||||||||
2014 Convertible Notes | 552,105 | 552,105 | — | ||||||||||
Totals | 2,202,105 | 6,233,421 | $ | 10,727,475 | |||||||||
In addition to the above, upon the completion of the IPO, the 2009, 2010 and 2012 preferred stock warrants were converted into warrants to purchase 523,867 shares of the Company’s common stock (see Note 6). | |||||||||||||
As part of the IPO, the Company issued 2,449,605 Series A warrants to purchase 2,449,605 shares of the Company’s common stock. The Company also issued 2,449,605 Series B warrants to purchase an adjustable number of shares of the Company’s common stock (see Note 7). |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies | ||||||||
Basis of Presentation | |||||||||
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The balance sheet at December 31, 2013 has been derived from the audited financial statements at that date. | |||||||||
Significant Risks and Uncertainties | |||||||||
The Company has experienced losses since its inception and, as of December 31, 2014, has an accumulated deficit of approximately $71.0 million and cash and cash equivalents of approximately $8.0 million. In 2013 the Company received payments totaling approximately $3.0 million pursuant to the license agreement with GSK pertaining to Serenz. This agreement terminated in June 2014, and the Company does not expect additional revenue to result from it. The Company plans to commercialize Serenz in the E.U. via a partnership or distributorship arrangements. In the U.S., the Company intends to determine the regulatory approval pathway for Serenz in dialogue with the FDA, and subsequently to seek partnership or distributorship arrangements for commercialization. | |||||||||
On November 18, 2014 the Company completed its IPO and received net proceeds of $8.0 million, after deducting underwriting discounts and commissions and IPO related expenses. On March 5, 2015 the Company received approximately $3.8M as a result of Series B warrant holders exercising warrants to purchase shares of the Company’s common stock. | |||||||||
The Company initiated its commercialization of CoSense starting in October of 2014, and will achieve profitability only if it can generate sufficient revenue from sales of the Company’s CoSense instruments and consumables, or from license fees, milestone payments, and research and development payments in connection with potential future strategic partnerships. Although management has been successful in raising capital in the past, most recently in April 2014, August 2014, October 2014, November 2014 and March 2015, there can be no assurance that the Company will be successful, or that any needed financing will be available in the future at terms acceptable to the Company. | |||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of expenses in the financial statements and accompanying notes. Actual results could differ from those estimates. Key estimates included in the financial statements include the valuation of deferred income tax assets and the valuation of debt and equity instruments and stock-based compensation. | |||||||||
Concentration of Credit Risk | |||||||||
Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents at two commercial banks that management believes are of high credit quality. Cash and cash equivalents deposited with these commercial banks exceeded the Federal Deposit Insurance Corporation insurable limit at December 31, 2014 and 2013. The Company expects this to continue. | |||||||||
Segments | |||||||||
The Company operates in one segment. Management uses one measurement of profitability and does not segregate its business for internal reporting, making operating decisions, and assessing financial performance. All long-lived assets are maintained in the United States of America. | |||||||||
Cash and Cash Equivalents | |||||||||
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company’s cash and cash equivalents are held in institutions in the U.S. and include deposits in a money market fund which was unrestricted as to withdrawal or use. | |||||||||
Prepaid Expenses and Other Current Assets | |||||||||
Prepaid expenses and other current assets consist of payments primarily related to insurance and short-term deposits. Prepaid expenses are initially recorded upon payment and are expensed as goods or services are received. | |||||||||
Accounts Receivable | |||||||||
Accounts receivable as of December 31, 2013 consist of balances due from GSK pursuant to the license agreement executed in 2013. The Company did not record an allowance for doubtful accounts as this balance was deemed fully collectible. | |||||||||
Inventory | |||||||||
Inventory as of December 31, 2014 consist of raw materials to be used in the manufacture of CoSense monitors and single-use nasal cannulas. Inventory is stated at the lower of cost or market under the first-in, first-out (FIFO) method. | |||||||||
Property and Equipment, Net | |||||||||
Property and equipment are stated at cost net of accumulated depreciation and depreciated using the straight-line method over the estimated useful lives of the assets, generally between three and five years. Leasehold improvements are amortized on a straight-line basis over the lesser of their useful life or the term of the lease. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. | |||||||||
Convertible Instruments | |||||||||
The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging.” | |||||||||
ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional (as that term is described in the implementation guidance to ASC 815). | |||||||||
The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options. The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options.” The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt, using the effective interest method (see Note 5). | |||||||||
Convertible Preferred Stock Warrant Liability | |||||||||
The Company has issued freestanding warrants to purchase shares of its convertible preferred stock. Prior to the IPO, the Company classified the fair value of these warrants as liabilities on the balance sheet as they corresponded to the treatment of the preferred stock as temporary equity. The Company accounted for the warrants as derivative instruments. Changes in the fair value of the warrants were presented separately as other income (expense) in the Company’s statements of operations for each reporting period. The Company used the Monte Carlo simulation model to determine the fair values of the warrants. As a result, the valuation of this derivative instrument is subjective because the option-valuation model requires the input of highly subjective assumptions, including the expected stock price volatility and the probability of a future occurrence of a fundamental transaction. Changes in these assumptions can materially affect the fair value estimate and, such impacts can, in turn, result in material non-cash charges or credits, and related impacts on earnings or loss per share, in the statements of operations. At the time of the IPO, all of the warrants to purchase preferred stock were exchanged for warrants to purchase common stock, that met the conditions necessary for equity classification and are therefore no longer subject to adjustment to fair value. | |||||||||
Series B Warrant Liability | |||||||||
The Company has issued Series B warrants to purchase shares of its common stock. In the event that the market price of the Company’s common stock falls below $6.50 at any time between March 12, 2015 and February 12, 2016, the Series B warrants will become exercisable on a cashless basis for a number of common shares that increases as the market price of the Company’s common stock decreases, and exercisable at a discount to the tracking price of the common stock at the time. The Company classified the fair value of these Series B warrants as liabilities on the balance sheet in accordance with the guidance in ASC 815-40. The Company accounted for the warrants as derivative instruments, as the value is derived from the performance of an underlying entity, the Company’s common stock. The Company used the Monte Carlo simulation model to determine the fair value of the warrants. As a result, the valuation of this derivative instrument is subjective because the option-valuation model requires the input of highly subjective assumptions, including the expected stock price volatility. Changes in these assumptions can materially affect the fair value estimate and, such impacts can, in turn, result in material non-cash charges or credits, and related impacts on earnings or loss per share, in the statements of operations. The Company recorded changes in fair value of the Series B warrants as a component of other income (expense). | |||||||||
In addition to the Series B warrants, the Company issued Series A warrants in connection with its IPO, has other warrants issued prior to the IPO in connection with convertible debt and has other warrants classified as part of its permanent equity. Under ASC 815-40-35, the Company adopted a sequencing policy that reclassifies contracts from equity to assets or liabilities for those with the latest inception date first. The Company has taken the position that the Series A warrants issued in the IPO have an earlier inception date than the Series B warrants issued as part of our IPO, and accordingly Series A warrants are treated as an equity instrument. | |||||||||
The Company will evaluate future issuance of securities as to reclassification as a liability under its sequencing policy of latest inception date first until either all of the Series B warrants are settled or expire. | |||||||||
In accordance with the guidance under ASC 815-40-25, the Company has determined that it has a sufficient number of authorized and unissued shares, to settle all existing commitments as of December 31, 2014. | |||||||||
Convertible Preferred Stock | |||||||||
At the time of the IPO, all outstanding shares of preferred stock converted into common stock at a conversion rate of one to one, and were reclassified to permanent equity. | |||||||||
Revenue Recognition | |||||||||
The Company recognized revenue during the year ended December 31, 2013 pursuant to its license agreement with GSK. The revenue was recognized because there was persuasive evidence of an arrangement, the price was fixed or determinable, and collectability was reasonably assured. The up-front payment for revenue recognized in 2013 was received prior to December 31, 2013 and was nonrefundable. No revenue was recognized during the year ended December 31, 2014. The agreement was terminated in the second quarter of 2014, and the Company does not have any further monetary obligations with respect to this agreement. | |||||||||
Research and Development | |||||||||
Research and development costs are charged to operations as incurred. Research and development costs consist primarily of salaries and benefits, consultant fees, prototype expenses, certain facility costs and other costs associated with clinical trials, net of reimbursed amounts. | |||||||||
Costs to acquire technologies to be used in research and development that have not reached technological feasibility and have no alternative future use are expensed to research and development costs when incurred. | |||||||||
Income Taxes | |||||||||
The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the amounts at which assets and liabilities are recorded for financial reporting purposes and the amounts recorded for income tax purposes. Deferred income taxes are classified as current or non-current, based on the classifications of the related assets and liabilities giving rise to the temporary differences. A valuation allowance is provided against the Company’s deferred income tax assets when their realization is not reasonably assured. | |||||||||
The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. | |||||||||
Stock-Based Compensation | |||||||||
For stock options granted to employees, the Company recognizes compensation expense for all stock-based awards based on the estimated fair value on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service period. The fair value of stock options is determined using the Black-Scholes option pricing model. The determination of fair value for stock-based awards on the date of grant using an option pricing model requires management to make certain assumptions regarding a number of complex and subjective variables. | |||||||||
Stock-based compensation expense related to stock options granted to non-employees is recognized based on the fair value of the stock options, determined using the Black-Scholes option pricing model, as they are earned. The awards generally vest over the time period the Company expects to receive services from the non-employee. | |||||||||
Comprehensive Income (Loss) | |||||||||
Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. There have been no items qualifying as other comprehensive income (loss) and, therefore, for all periods presented, the Company’s comprehensive income (loss) was the same as its reported net income (loss). | |||||||||
Net Income (Loss) per Share of Common Stock | |||||||||
Basic net income (loss) per common share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net income (loss) per share calculation, convertible preferred stock, convertible promissory notes, stock options and stock warrants are considered to be potentially dilutive securities. Because the Company has reported a net loss for the years ended December 31, 2014 and 2013, diluted net loss per common share is the same as basic net loss per common share for those periods. | |||||||||
The following is a reconciliation of the number of shares used in the calculation of basic earnings per share and diluted earnings per share during the years ended December 31, 2014 and 2013: | |||||||||
Fiscal Year Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Net loss | $ | (13,874,513 | ) | $ | (3,707,243 | ) | |||
Weighted-average shares used in computing basic | 1,270,033 | 535,648 | |||||||
and diluted net loss per common share | |||||||||
Basic and diluted net loss per common share | $ | (10.92 | ) | $ | (6.92 | ) | |||
Effective as of the completion of the IPO, all of the Company’s preferred stock was converted to common stock. | |||||||||
The following potentially dilutive securities outstanding have been excluded from the computations of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported (in common stock equivalent shares): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Convertible preferred stock | — | 865,429 | |||||||
Warrants issued to 2010/2012 convertible note holders to purchase stock | 523,867 | Adjustable | |||||||
Stock issuable upon conversion of convertible notes | — | Adjustable | |||||||
Options to purchase common stock | 1,072,011 | 239,606 | |||||||
Warrants issued in 2009 to purchase stock | 9,259 | 9,259 | |||||||
Warrants issued to Underwriter to purchase common stock | 82,500 | — | |||||||
Series A Warrants to purchase common stock | 2,449,605 | — | |||||||
Series B Warrants to purchase common stock | Adjustable | — | |||||||
Reverse Stock Split | |||||||||
The Company’s board of directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 1-for-12 reverse split of shares of the Company’s common stock and convertible preferred stock, and to change the total authorized number of common stock and convertible preferred stock, which amendment was filed with the Secretary of State of the State of Delaware on July 28, 2014. All issued and outstanding common stock, convertible preferred stock, options for common stock, warrants for preferred stock and per share amounts contained in the financial statements have been retroactively adjusted to reflect this reverse split for all periods presented. All authorized common stock and convertible preferred stock numbers contained in the financial statements have been adjusted to reflect the modifications effected pursuant to the July 28, 2014 amendment to the Company’s amended and restated certificate of incorporation. | |||||||||
Recent Accounting Pronouncements | |||||||||
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. | |||||||||
On June 10, 2014, the FASB issued ASU 2014-10, Elimination of Certain Financial Reporting Requirements, Including Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The pending content resulting from the issuance of ASU 2014-10 eliminates the definition of development stage entity, thereby removing the distinction between the development stage entities and other reporting entities. As a consequence, inception-to-date presentation and other incremental disclosure requirements in ASC Topic 915 for entities previously considered development stage entities are eliminated. For public business entities, the ASU’s elimination of the inception-to-date information and the other disclosures in Topic 915 is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. For other entities, this portion of the ASU is effective for annual reporting periods beginning after December 15, 2014, and interim reporting periods beginning after December 15, 2015. While the changes resulting from the issuance of ASU 2014-10 are not yet effective, early adoption of either the amendments to Topic 915 or Topic 810 is permitted for any annual or interim period for which a reporting entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities.) | |||||||||
The Company adopted ASU 2014-10 as of June 30, 2014, and therefore is no longer considered in the development stage. The Company continues to engage in research and development activities; however, the adoption of this ASU allows the Company to remove the inception to date information and all references to development stage in the accompanying financial statements. | |||||||||
The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value of Financial Instruments | Note 3. Fair Value of Financial Instruments | ||||||||||||||||
The carrying value of the Company’s cash, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these items. Based on the borrowing rates currently available to the Company for debt with similar terms and consideration of default and credit risk, the carrying value of the convertible promissory notes approximates their fair value. | |||||||||||||||||
Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. | |||||||||||||||||
The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: | |||||||||||||||||
• | Level I Unadjusted quoted prices in active markets for identical assets or liabilities; | ||||||||||||||||
• | Level II Inputs other than quoted prices included within Level I that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and | ||||||||||||||||
• | Level III Unobservable inputs that are supported by little or no market activity for the related assets or liabilities. | ||||||||||||||||
The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. | |||||||||||||||||
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: | |||||||||||||||||
Fair Value Measurements at December 31, 2013 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets | |||||||||||||||||
Money market fund | $ | 1,256,752 | $ | 1,256,752 | $ | — | $ | — | |||||||||
Liabilities | |||||||||||||||||
Convertible preferred stock warrant liability | $ | 1,464,877 | $ | — | $ | — | $ | 1,464,877 | |||||||||
Fair Value Measurements at December 31, 2014 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets | |||||||||||||||||
Money market fund | $ | 7,891,888 | $ | 7,891,888 | $ | — | $ | — | |||||||||
Liabilities | |||||||||||||||||
Series B warrant liability | $ | 17,438,731 | $ | — | $ | — | $ | 17,438,731 | |||||||||
For the fiscal year ended December 31, 2013, the fair value measurement of the convertible preferred stock warrant liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement. The Company’s estimated fair value of the convertible preferred stock warrant liability is calculated using a Monte Carlo simulation and key assumptions including the probabilities of settlement scenarios, enterprise value, time to liquidity, risk-free interest rates, discount for lack of marketability and volatility (see Note 6). The estimates are based, in part, on subjective assumptions. Generally, increases or decreases in the fair value of the underlying convertible preferred stock would result in a directionally similar impact in the fair value measurement of the warrant liability. In connection with the completion of the Company’s IPO in November 2014, all of the outstanding warrants to purchase convertible preferred stock converted into warrants to purchase shares of common stock and were reclassified to permanent equity. | |||||||||||||||||
For the fiscal year ended December 31, 2014, the fair value measurement of the Series B warrant liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement. The Company’s estimated fair value of the Series B warrant liability is calculated using a Monte Carlo simulation and key assumptions including the volatility, of the Company’s stock, expected dividend yield and risk-free interest rates (see Note 7). The estimates are based, in part, on subjective assumptions. Generally, increases or decreases in the trading price of the Company’s stock would result in a directionally opposite impact in the fair value measurement of the Series B warrant liability. | |||||||||||||||||
During the periods presented, the Company has not changed the manner in which it values liabilities that are measured at fair value using Level 3 inputs. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the periods presented. |
Property_and_Equipment_Net
Property and Equipment, Net | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment, Net | Note 4. Property and Equipment, Net | ||||||||
Property and equipment consisted of the following: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Furniture and fixtures | $ | 170,811 | $ | 180,238 | |||||
Computer hardware | 27,555 | 27,555 | |||||||
Leasehold improvements | 4,075 | 10,726 | |||||||
$ | 202,441 | $ | 218,519 | ||||||
Less accumulated depreciation and amortization | (144,834 | ) | (155,352 | ) | |||||
Total | $ | 57,607 | $ | 63,167 | |||||
Depreciation expense was $42,114 and $28,516 for the fiscal years ended December 31, 2013 and December 31, 2014, respectively. |
Related_Party_Convertible_Prom
Related Party Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Related Party Convertible Promissory Notes | Note 5. Related Party Convertible Promissory Notes |
2010/2012 Convertible Promissory Notes | |
In 2010 and 2012 the Company entered into convertible promissory notes with various investors for a total principal amount of $10,200,413. These notes were collateralized by substantially all of the assets of the Company and bore interest at a compounded interest rate of 12% per annum. As of the completion of the IPO on November 18, 2014, the Company had $15,410,110 in aggregate principal amount and accrued interest outstanding under the 2010/2012 convertible promissory notes, which automatically converted into 3,165,887 shares of common stock in conjunction with the IPO based on a conversion price of $4.87 per share of common stock which represented the contractual conversion price of 75% of the price of common stock issued in the IPO. The Company incurred $2,860,267 and $1,416,554 of interest expense related to these notes in the years ended December 31, 2013 and December 31, 2014, respectively. | |
In connection with the 2010/2012 convertible promissory notes the Company issued warrants for the purchase of preferred stock (see Note 6). | |
2014 Convertible Promissory Notes | |
In April 2014, the Company entered into convertible promissory notes with various investors for a total principal amount of $1,747,681. These notes bore interest at the rate of 2% per annum in the event that the note is automatically converted into units, equal to one share of common stock and a warrant to purchase one share of common stock, upon the Company’s Contemplated IPO, prior to the maturity date of September 30, 2015. These notes automatically converted to units upon completion of the Company’s IPO based on a conversion price of $4.55 per unit, which represented the contractual conversion price of 70% of the price per unit issued in the IPO. | |
In connection with the April 2014 convertible notes, the Company issued a warrant for the purchase of preferred stock. The number of shares for which the warrant may be exercised is to be determined by dividing an amount equal to 25% of the unpaid principal by the exercise price prior to the expiration of this warrant. The exercise price for the warrant is 75% of the price per share of the next financing securities issued in the next financing or $16.20 per share if converted into the Series C preferred stock. The warrants are exercisable: (1) after the earlier of (a) the closing date of a next financing that occurs prior to the Company’s consummation of the IPO or (b) the note maturity date and (2) prior to the expiration of this warrant on the earlier of 10 years or the date of a qualified IPO. The estimated fair value of the warrants at issuance was determined to be $600,148, which was recorded as a debt discount and amortized using the effective interest method over the term of the convertible notes. The Company estimated the fair value of its preferred stock warrant liability at issuance utilizing a Monte Carlo simulation based on expected volatility range of 35%-60%, expected time to liquidity event of 1.50-5 years and risk-free interest rate range of 0.2-2.6%. The Company determined that these warrants met the conditions necessary for liability classification (see Note 6). | |
After allocating $600,148 to the warrants issued in connection with the April 2014 convertible notes as discussed above, the Company determined the intrinsic value of the beneficial conversion feature to be $1,347,406, which was recorded as a debt discount to the convertible notes and within additional paid-in capital. The debt discount was amortized using the effective interest rate method over the term of the convertible notes. The discount to convertible notes for the intrinsic value of the beneficial conversion feature embedded in debt instruments is based upon the differences between the fair value of the underlying preferred stock at the commitment date of the note transaction and the effective conversion price embedded in the note. | |
In August 2014, the Company entered into convertible promissory notes with various investors for a total principal amount of $249,693. These notes bore interest at the rate of 2% per annum in the event that the note is automatically converted into units, equal to one share of common stock and a warrant to purchase one share of common stock, upon the Company’s Contemplated IPO, prior to the maturity date of September 30, 2015. These notes automatically converted to units upon completion of the Company’s IPO based on a conversion price of $4.55 per unit, which represented the contractual conversion price of 70% of the price per unit issued in the IPO. | |
In connection with the August 2014 convertible notes, the Company issued a warrant for the purchase of preferred stock. The number of shares for which the warrant may be exercised is to be determined by dividing an amount equal to 25% of the unpaid principal by the exercise price prior to the expiration of this warrant. The exercise price for the warrant is 75% of the price per share of the next financing securities issued in the next financing or $16.20 per share if converted into Series C preferred stock. The warrants are exercisable: (1) after the earlier of (a) the closing date of a next financing that occurs prior to the Company’s consummation of the IPO or (b) the note maturity date and (2) prior to the expiration of this warrant on the earlier of 10 years or the date of a qualified IPO. The estimated fair value of the warrants at issuance was determined to be $113,295, which was recorded as a debt discount and amortized using the effective interest method over the term of the convertible notes. The Company estimated the fair value of its preferred stock warrant liability at issuance utilizing a Monte Carlo simulation based on expected volatility range of 35%-60%, expected time to liquidity event of 1.25-5 years and risk-free interest rate of 0.2-2.26%. The Company determined that these warrants met the conditions necessary for liability classification (see Note 6). | |
After allocating $113,295 to the warrants issued in connection with the August 2014 convertible notes as discussed above, the Company determined the intrinsic value of the beneficial conversion feature to be $136,705, which was recorded as a debt discount to the convertible notes and within additional paid-in capital. The debt discount was amortized using the effective interest rate method over the term of the convertible notes. The discount to convertible notes for the intrinsic value of the beneficial conversion feature embedded in debt instruments is based upon the differences between the fair value of the underlying preferred stock at the commitment date of the note transaction and the effective conversion price embedded in the note. | |
In October 2014, the Company entered into convertible promissory notes with various investors for a total principal amount of $493,407. These notes bore interest at the rate of 2% per annum in the event that the note is automatically converted into units, equal to one share of common stock and a warrant to purchase one share of common stock, upon the Company’s Contemplated IPO, prior to the maturity date of September 30, 2015. These notes automatically converted to units upon completion of the Company’s IPO based on a conversion price of $4.55 per unit, which represented the contractual conversion price of 70% of the price per unit issued in the IPO. | |
In connection with the October 2014 convertible notes, the Company issued a warrant for the purchase of preferred stock. The number of shares for which the warrant may be exercised is to be determined by dividing an amount equal to 25% of the unpaid principal by the exercise price prior to the expiration of this warrant. The exercise price for the warrant is 75% of the price per share of the next financing securities issued in the next financing or $16.20 per share if converted into the Series C preferred stock. The warrants are exercisable: (1) after the earlier of (a) the closing date of a next financing that occurs prior to the Company’s consummation of the IPO or (b) the note maturity date and (2) prior to the expiration of this warrant on the earlier of 10 years or the date of a qualified IPO. The estimated fair value of the warrants at issuance was determined to be $253,535, which was recorded as a debt discount and amortized using the effective interest method over the term of the convertible notes. The Company estimated the fair value of its preferred stock warrant liability at issuance utilizing a Monte Carlo simulation based on expected volatility range of 35%-60%, expected time to liquidity of event of 1.0 years-5 years and risk-free interest rate of 0.2-2.26%. The Company determined that these warrants met the conditions necessary for liability classification. (See Note 6). | |
After allocating $253,535 to the warrants issued in connection with the October 2014 convertible notes as discussed above, the Company determined the intrinsic value of the beneficial conversion feature to be $239,872, which was recorded as a debt discount to the convertible notes and within additional paid-in capital. The debt discount was amortized using the effective interest rate method over the term of the convertible notes. The discount to convertible notes for the intrinsic value of the beneficial conversion feature embedded in debt instruments is based upon the differences between the fair value of the underlying preferred stock at the commitment date of the note transaction and the effective conversion price embedded in the note. | |
In relation to the April, August and October 2014 convertible notes payable, the Company recognized interest expense through November 18, 2014 of $21,348. The Company recorded interest expense in connection with the amortization of the debt discount through November 18, 2014 of $835,509. In addition, the Company recorded interest expense of $1,855,452 related to the write-off of the unamortized portion of the debt discount upon the conversion of the notes upon the date of the IPO. | |
Prior to the completion of the IPO on November 18, 2014, the Company had $2,512,119 in aggregate principal amount and accrued interest outstanding under the April, August and October 2014 convertible promissory notes. The 2014 convertible promissory notes automatically converted into units of common stock and warrants issued in the IPO. Based on the IPO price of $6.50 per unit, the April, August and October 2014 convertible promissory notes automatically converted into 552,105 units (which consisted of 552,105 shares of common stock, Series A warrants to purchase 552,105 shares of common stock, and Series B warrants to purchase 552,105 shares of common stock). |
Convertible_Preferred_Stock_Wa
Convertible Preferred Stock Warrants | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Text Block [Abstract] | |||||||||||||||||||||
Convertible Preferred Stock Warrants | Note 6. Convertible Preferred Stock Warrants | ||||||||||||||||||||
In 2010 and 2012, in conjunction with the related party convertible note financings, the Company issued preferred stock warrants. The number of shares for which the warrant may be exercised is to be determined by dividing an amount equal to 25% of the unpaid principal by (a) 75% of the price per share of the equity securities issued in the next round of equity financing under certain conditions or (b) if converting into Series C preferred stock, $16.20 per share. The exercise price for the warrant is 75% of the price per share of equity securities issued in such financing or $16.20 per share if converted into the Series C preferred stock. The warrants are immediately exercisable and will expire 10 years from the original issuance date. The Company re-measured the associated fair value of the convertible preferred stock warrant liability at each reporting period. | |||||||||||||||||||||
As of December 31, 2013, the Company used a Monte Carlo simulation to calculate the fair value of its convertible preferred stock warrant liability using the following inputs: | |||||||||||||||||||||
December 31, | |||||||||||||||||||||
2013 | |||||||||||||||||||||
Volatility | 38% - 47 | % | |||||||||||||||||||
Expected Term (years) | 0.75 - 2.00 | ||||||||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||||||
Risk-free rate | 0.12% - 0.38 | % | |||||||||||||||||||
In addition to the assumptions above, the Company’s estimated fair value of the convertible preferred stock warrant liability is calculated using other key assumptions including the probability and value of the next equity financing, enterprise value, and discount for lack of marketability. Management, with the assistance of an independent valuation firm, makes these subjective determinations based on available current information; however, as such information changes, so might management’s determinations and such changes could have a material impact of future operating results. | |||||||||||||||||||||
The Company changed the methodology described above to calculate the fair value of its preferred stock warrant upon the IPO, as all of preferred stock warrants converted into warrants to purchase shares of common stock and the IPO was completed. The Company used a Black Scholes model to calculate the value of these warrants on November 18, 2014 using the following inputs: | |||||||||||||||||||||
November 18, | |||||||||||||||||||||
2014 | |||||||||||||||||||||
Volatility | 61% - 71.2% | ||||||||||||||||||||
Contractual Term (years) | 4.5 - 7.5 | ||||||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||||||
Risk-free rate | 1.50% - 2.09% | ||||||||||||||||||||
Stock Price | $4.00 | ||||||||||||||||||||
Exercise Price | $4.87 - $21.60 | ||||||||||||||||||||
As of December 31, 2013 and November 18, 2014 (IPO date), outstanding convertible preferred stock warrants consisted of: | |||||||||||||||||||||
Issuance date | Contractual | Exercise price per | Number of shares | Fair Value at | Fair Value at | ||||||||||||||||
Term | share | underlying | December 31, 2013 | November 18, 2014 | |||||||||||||||||
warrant | |||||||||||||||||||||
Jan-09 | 10 years | $ | 21.6 | 9,259 | $ | 42,444 | 2,911 | ||||||||||||||
2010/2012 | 10 years | Adjustable | Adjustable | 1,422,433 | 1,217,808 | ||||||||||||||||
Total | $ | 1,464,877 | 1,220,719 | ||||||||||||||||||
The decrease in the fair value of the 2009 and 2010/2012 warrants between 12/31/2013 and the IPO date of $244,151 was recorded as other income during the year ended December 31, 2014. In connection with the completion of the Company’s IPO, the 2009 and 2010/2012 outstanding warrants to purchase convertible preferred stock converted into warrants to purchase 523,867 shares of the Company’s common stock with an exercise price of $4.87 and are no longer subject to adjustment to fair value as they were reclassified to permanent equity upon conversion. | |||||||||||||||||||||
In addition to the above, the preferred stock warrants that were issued in connection with the Company’s 2014 convertible promissory notes expired upon the IPO. The fair value of the preferred stock warrant liability related to the 2014 notes was derecognized as a liability and accordingly the Company recorded a gain of $967,234 as other income during the year ended December 31, 2014. | |||||||||||||||||||||
As of December 31, 2013 all warrants issued by the Company prior to the IPO were issued to related parties consisting of investors and the Chairman of the Board. | |||||||||||||||||||||
Upon the IPO, the January 2009 warrants became exercisable for 9,259 of the Company’s common stock, with an exercise price of $21.60. |
Series_A_Warrants_and_Series_B
Series A Warrants and Series B Warrants | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Text Block [Abstract] | |||||||||||||||||||||||||
Series A Warrants and Series B Warrants | Note 7. Series A Warrants and Series B Warrants | ||||||||||||||||||||||||
Series A Warrants | |||||||||||||||||||||||||
The Company has issued Series A warrants to purchase shares of its common stock at an exercise price of $6.49 per share. The Series A warrants are exercisable prior to the expiration of the five-year term on November 12, 2019. Pursuant to the terms of the Series A warrant agreement, the Company is not obligated to settle the exercise of the A warrants in cash under any circumstances. Upon the completion of the IPO, the Series A warrants started trading on the NASDAQ under the symbol CAPNW. The total proceeds from the issuance of the Series A warrants in the IPO was $9,488. | |||||||||||||||||||||||||
Upon completion of the Company’s IPO on November 18, 2014, the 2014 convertible promissory notes automatically converted into 552,105 units (which consisted of 552,105 shares of common stock, Series A warrants to purchase 552,105 shares of common stock and Series B warrants to purchase 552,105 shares of common stock). In addition, the Company issued 1,897,500 Series A warrants in connection with its IPO. The value of the Series A warrants exercisable for 2,449,605 shares of common stock as of November 18, 2014 were classified as permanent equity. | |||||||||||||||||||||||||
Series B Warrants | |||||||||||||||||||||||||
The Company has issued Series B warrants to purchase shares of its common stock. In the event that the market price of the Company’s common stock falls below $6.50 at any time between March 12, 2015 and February 12, 2016, the Series B warrants will become exercisable on a cashless basis for a number of common shares that increases as the market price of the Company’s common stock decreases, and exercisable at a discount to the tracking price of the common stock at the time. The total proceeds from the issuance of the Series B warrants in the IPO was $9,488. | |||||||||||||||||||||||||
The Company accounts for the Series B warrants in accordance with the guidance in ASC 815-40. The terms of the Series B warrants do not explicitly limit the potential number of shares, thereby the exercise of the B warrants could result in the Company’s obligation to deliver a potentially unlimited number of shares upon settlement. As such, share settlement is not considered to be within the control of the Company and as provided under ASC 815-40, the warrants do not meet the criteria for equity classification and are recorded as a liability. Accordingly, the Company classified the Series B warrants as liabilities at their fair value at the date of the IPO and will re-measure the warrants at each balance sheet date until they are exercised or expire. Any change in the fair value is recognized as other income (expense) in the Company’s statement of operations. | |||||||||||||||||||||||||
As of November 18, 2014 and December 31, 2014, the Company used a Monte Carlo simulation to calculate the fair value of its Series B warrant liability. This model is dependent upon several variables such as the warrant’s term, exercise price, current stock price, risk-free interest rate estimated over the contractual term, estimated volatility of our stock over the term of warrant and the estimated market price of our stock during the cashless exercise period. The risk-free rate is based on U.S. Treasury securities with similar maturities as the expected terms of the warrants. The volatility is estimated based on blending the volatility rates for a number of similar publicly-traded companies. The Company used the following inputs: | |||||||||||||||||||||||||
November 18, | December 31, | ||||||||||||||||||||||||
2014 | 2014 | ||||||||||||||||||||||||
Volatility | 55.1 | % | 60.2 | % | |||||||||||||||||||||
Expected Term (years) | 1.25 | 1.1 | |||||||||||||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||||||||||
Risk-free rate | 0.2 | % | 0.26 | % | |||||||||||||||||||||
In addition to the assumptions above, the Company’s estimated fair value of the Series B warrant liability is calculated using other key assumptions. Management, with the assistance of an independent valuation firm, makes these subjective determinations based on available current information; however, as such information changes, so might management’s determinations and such changes could have a material impact of future operating results. | |||||||||||||||||||||||||
As of November 18, 2014 and December 31, 2014, the outstanding Series B warrants and fair market values were: | |||||||||||||||||||||||||
Issuance date | Contractual | Exercise price | Number of | Shares | Fair Value at | Fair Value at | |||||||||||||||||||
Term | per share | warrants | underlying | November 18, | December 31, 2014 | ||||||||||||||||||||
warrants | 2014 | ||||||||||||||||||||||||
Nov-14 | 15 months | Adjustable | 2,449,605 | Adjustable | $ | 11,649,106 | $ | 17,438,731 | |||||||||||||||||
The increase in the fair value of the Series B warrants between the IPO date and 12/31/2014 of $5,789,625 was recognized as an other expense during the year ended December 31, 2014. | |||||||||||||||||||||||||
In addition to the Series B warrants, the Company issued Series A warrants in connection with its IPO, has other warrants issued prior to the IPO in connection with convertible debt and has other warrants classified as part of its permanent equity. Under ASC 815-40-35, the Company has adopted a sequencing policy that reclassifies contracts from equity to assets or liabilities for those with the latest inception date first. The Company has taken the position that the Series A warrants issued in the IPO have an earlier inception date than the Series B warrants issued as part of its IPO, and accordingly are treated as an equity instrument. | |||||||||||||||||||||||||
In accordance with the guidance under ASC 815-40-25, the Company has evaluated that it has a sufficient number of authorized and unissued shares, to settle all existing commitments as of December 31, 2014. |
Line_of_Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2014 | |
Text Block [Abstract] | |
Line of Credit | Note 8. Line of Credit |
On September 29, 2014, the Company established a line of credit in the amount of up to $0.1 million. The line of credit bears a fixed interest rate of 6.0% per annum simple interest. The line of credit has a two-year repayment term, with prepayment at the Company’s option with no penalty. The line of credit shall be payable out of cash received in the Company’s accounts receivable following the commencement of commercial sales. | |
In October, 2014, the Company drew down the full amount of $0.1 million provided for by the line of credit. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 9. Commitments |
Facility Leases | |
The Company leases its headquarters facility under a non-cancelable operating lease agreement set to expire the end of May 2015. The Company previously leased two other facilities under non-cancelable operating lease agreements that expired in January 2014 and May 2014, respectively. Rent expense was $304,000 and $230,000 during the fiscal years ended December 31, 2013 and December 31, 2014, respectively. | |
As of December 31, 2014, the Company’s future minimum commitment under the non-cancelable operating lease is approximately $18,000. | |
Product Development Agreement | |
In 2010 the Company entered into an asset purchase agreement with BioMedical Drug Development, Inc. Pursuant to the agreement, the Company made a payment of $150,000 for the acquisition of intellectual property which the Company used to develop its product, CoSense. As part of the terms of the agreement, the Company is contingently committed to make development and sales-related milestone payments of up to $200,000 under certain circumstances, as well as single-digit-percentage royalties relating to potential planned product sales of CoSense. The amount, timing and likelihood of these payments are unknown, as they are dependent on the occurrence of future events that may or may not occur. During the fiscal years ended December 31, 2013 and December 31, 2014, the Company made no payments and incurred no liabilities in connection with the agreement, and there are no outstanding payments due as of December 31, 2013 and December 31, 2014. |
Capital_Stock
Capital Stock | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Capital Stock | Note 10. Capital Stock | ||||||||||||||||
Common Stock: | |||||||||||||||||
The Company is authorized to issue 100,000,000 shares of common stock as of December 31, 2014 with a par value of $0.001 per share. As of December 31, 2013 and December 31, 2014, the Company had 535,685 and 6,769,106 shares, respectively, of common stock issued and outstanding. | |||||||||||||||||
Upon the completion of the IPO on November 18, 2014, the 6,769,106 shares of common stock issued and outstanding consisted of the following: | |||||||||||||||||
Legacy Shareholders | 535,685 | ||||||||||||||||
Issued in connection with the IPO | 1,650,000 | ||||||||||||||||
Issued upon conversion of the 2014 convertible notes | 552,105 | ||||||||||||||||
Issued upon conversion of the 2010/2012 convertible notes | 3,165,887 | ||||||||||||||||
Issued upon conversion of the preferred stock | 865,429 | ||||||||||||||||
Total | 6,769,106 | ||||||||||||||||
Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the Board of Directors, subject to the prior rights of all classes of stock outstanding. The holders of common stock, voting as a separate class, are entitled to elect one member of the Board of Directors. | |||||||||||||||||
Convertible Preferred Stock: | |||||||||||||||||
The Company is authorized to issue 1,860,000 shares of convertible preferred stock. The shares outstanding as of December 31, 2013 and December 31, 2014 are as follows: | |||||||||||||||||
Shares Outstanding | |||||||||||||||||
Series | Par Value | Shares | December 31, | December 31, | |||||||||||||
Authorized | 2013 | 2014 | |||||||||||||||
A | $ | 0.001 | 40,000 | 31,250 | — | ||||||||||||
B | 0.001 | 320,000 | 119,140 | — | |||||||||||||
C | 0.001 | 1,500,000 | 715,039 | — | |||||||||||||
1,860,000 | 865,429 | — | |||||||||||||||
In connection with the completion of the Company’s IPO on November 18, 2014, all shares of convertible preferred stock converted into 865,429 shares of common stock at a conversion ratio of one to one. |
Stock_Option_Compensation
Stock Option Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Stock Option Compensation | Note 11. Stock Option Compensation | ||||||||||||||||
Stock Option Plan | |||||||||||||||||
The Company has adopted the 1999 Incentive Stock Plan, the 2010 Equity Incentive Plan, and the 2014 Equity Incentive Plan (together, the Plans). The 1999 Incentive Stock Plan expired in 2009, and the 2010 Equity Incentive Plan has been closed to new issuances. Therefore, the Company may issue options to purchase shares of common stock to employees, directors, and consultants only under the 2014 Equity Incentive Plan. Options granted under the 2014 Plan may be incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to Company employees and directors. NSOs may be granted to employees, directors, advisors, and consultants. The Board of Directors has the authority to determine to whom options will be granted, the number of options, the term, and the exercise price. | |||||||||||||||||
Options are to be granted at an exercise price not less than fair value for an ISO or 85% of fair value for an NSO. For individuals holding more than 10% of the voting rights of all classes of stock, the exercise price of an option will not be less than 110% of fair value. The vesting period is normally monthly over a period of four years from the vesting date. The contractual term of an option is no longer than five years for ISOs for which the grantee owns greater than 10% of the voting power of all classes of stock and no longer than ten years for all other options. | |||||||||||||||||
The Company recognized stock-based compensation expense related to options granted to employees for the fiscal years ended December 31, 2013 and 2014 of $38,417 and $345,435, respectively. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the statements of operations for stock-based compensation arrangements as of December 31, 2013 and December 31, 2014. | |||||||||||||||||
Stock compensation expense was allocated between departments as follows | |||||||||||||||||
Year ended | |||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||
Research & Development | $ | 64,020 | $ | 14,431 | |||||||||||||
Sales & Marketing | $ | 8,335 | — | ||||||||||||||
General & Administrative | $ | 273,080 | $ | 23,986 | |||||||||||||
Total | $ | 345,435 | $ | 38,417 | |||||||||||||
The Company did not grant any stock options and no options were exercised during the year ended 12/31/2013. The Company granted options to purchase 926,384 of the Company’s common stock in 2014. The fair value of each award granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions for the year ended December 31, 2014: | |||||||||||||||||
Year Ended | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Expected life (years) | 5.8 - 6.1 | ||||||||||||||||
Risk-free interest rate | 1.6 - 1.8% | ||||||||||||||||
Volatility | 43% - 59% | ||||||||||||||||
Dividend rate | 0% | ||||||||||||||||
Expected volatility is based on volatilities of a group of public companies operating in the Company’s industry. The expected life of stock options represents the average of the contractual term of the options and the weighted-average vesting period, as permitted under the simplified method. The Company has elected to use the simplified method, as the Company does not have enough historical exercise experience to provide a reasonable basis upon which to estimate the expected term and the stock option grants are considered “plain vanilla” options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. | |||||||||||||||||
The following table summarizes stock option transactions for the years ended December 31, 2013 and December 31, 2014 as issued under the Plans: | |||||||||||||||||
Options | Number of | Average | Weighted Average | ||||||||||||||
Available | Shares | Exercise Price | Grant Date Fair | ||||||||||||||
Value Per Option | |||||||||||||||||
Balances, December 31, 2013 | 124,824 | 239,606 | 3.36 | ||||||||||||||
2014 Plan authorized | 1,437,165 | ||||||||||||||||
Closed 2010 Plan | (123,523 | ) | |||||||||||||||
Granted | (926,384 | ) | 926,384 | 7.15 | $ | 1.03 | |||||||||||
Forfeited | 93,979 | (93,979 | ) | 6.75 | $ | 1.03 | |||||||||||
Balances, December 31, 2014 | 606,061 | 1,072,011 | 6.34 | ||||||||||||||
At December 31, 2013 and at December 31, 2014, there were 232,302 and 578,889 options to purchase shares, respectively, vested with a weighted-average exercise price of $3.36 and $5.58 per share, respectively, a weighted average contractual life of 3.86 and 7.46 years, respectively and a weighted average grant date fair value per option of $0.1 and $0.66, respectively. As of December 31, 2014, the outstanding stock options had an intrinsic value of $20,228. The weighted average remaining contractual term of the outstanding options was 8.67 years as of December 31, 2014. | |||||||||||||||||
Future stock-based compensation for unvested employee options granted and outstanding as of December 31, 2014 is approximately $539,087 to be recognized over a remaining requisite service period of 3.88 years. | |||||||||||||||||
The fair value of an equity award granted to a non-employee generally is determined in the same manner as an equity award granted to an employee. In most cases, the fair value of the equity securities granted is more reliably determinable than the fair value of the goods or services received. Stock-based compensation related to its grant of options to non-employees has not been material to date. |
GSK_License_Agreement
GSK License Agreement | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
GSK License Agreement | Note 12. GSK License Agreement |
In 2013, the Company entered into a license agreement with GSK in which GSK was to develop and commercialize the Company’s product, Serenz, on a world-wide basis. In 2013, the Company recognized license revenue of $3,000,000 due to a non-refundable payment upon execution of the agreement. In June 2014, the GSK agreement terminated and the licensed rights to Serenz were returned to the Company. Accordingly, the Company does not expect additional revenue to result from this agreement. Because the upfront payment was non-refundable, the Company is not obligated to return any of the funds as a result of the termination of the agreement. The Company does not have any continuing obligations under the GSK agreement. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | Note 13. Income Taxes | ||||||||
Due to net losses in 2014 and 2013, the Company had no material current, deferred, or total income tax expense in the years ended December 31, 2014 and 2013. A reconciliation of income tax expense with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes is as follows: | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Tax on the loss before income tax expense computed at the federal statutory rate of 34% | $ | (4,717,063 | ) | $ | (1,260,190 | ) | |||
State tax (benefit) at statutory rate, net of federal benefit | (13,020 | ) | 43,265 | ||||||
Change in Valuation Allowance | 1,578,347 | 779,869 | |||||||
Change in research and development credits | 316,311 | (71,856 | ) | ||||||
Change in fair value of warrants | 2,960,766 | — | |||||||
Other | (125,341 | ) | 508,912 | ||||||
Income tax expense | $ | — | $ | — | |||||
Effective income tax rate | 0 | % | 0 | % | |||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows at December 31, 2014 and 2013: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Current Deferred Tax Assets: | |||||||||
Accruals | $ | 71,953 | $ | 36,571 | |||||
Non-Current Deferred Tax Assets: | |||||||||
Net Operating Loss Carryforwards | 22,125,807 | 20,124,059 | |||||||
Research and development credits | 1,345,833 | 1,792,798 | |||||||
Intangible Assets | 46,784 | 48,733 | |||||||
Fixed Assets | (10,505 | ) | (636 | ) | |||||
Total Non-Current Deferred Tax Assets | 23,507,919 | 21,964,954 | |||||||
Total Deferred Tax Assets | 23,579,872 | 22,001,525 | |||||||
Valuation Allowance | (23,579,872 | ) | (22,001,525 | ) | |||||
Net Deferred Tax Assets | $ | — | $ | — | |||||
The Company has recorded a full valuation allowance against its net deferred tax assets as it believes that it is more likely than not that such assets will not be realized. The valuation allowance increased by $1,578,347 from December 31, 2013 to December 31, 2014 primarily due to the generation of current year net operating losses and research and development credits claimed. | |||||||||
As of December 31, 2014, the Company had $56,626,541 of federal and $ 49,238,708 of state net operating loss, respectively, available to offset future taxable income. The federal net operating loss carryforwards begins to expire in 2019 and the state net operating loss carryforwards will begin to expire in 2015, if not utilized. As of December 31, 2014, the Company also had $1,298,450 of federal and $ 945,710 of state research and development credit carryforwards, respectively. The federal research and development credit carryforward begins to expire in 2024 and the state research and development credit can be carryforward indefinitely. | |||||||||
In addition, the use of net operating loss and tax credit carryforwards may be limited under Section 382 of the Internal Revenue Code in certain situations where changes occur in the stock ownership of a company. In the event that the Company has had a change in ownership, utilization of the carryforwards could be restricted. | |||||||||
The following tables summarize the activities of gross unrecognized tax benefits: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Beginning balance | — | — | |||||||
Increase related to prior year tax positions | 628,383 | — | |||||||
Decreases related to prior year tax positions | — | — | |||||||
Increase related to Current year tax positions | 44,864 | — | |||||||
Decreases related to current year tax positions | — | — | |||||||
Ending Balance | $ | 673,247 | — | ||||||
The amount of unrecognized tax benefits that would impact the effective tax rate were approximately none and none as of December 31, 2014 and December 31, 2013, respectively. As of December 31, 2014, $673,248 of unrecognized tax benefits would be offset by a change in valuation allowance. | |||||||||
In July 2013, the FASB issued guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss or tax carryforward exists. FASB concluded that an unrecognized tax benefit should be presented as a reduction of a deferred tax asset except in certain circumstances the unrecognized tax benefit should be presented as a liability and should not be combined with deferred tax assets. The amendment is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013, with early adoption permitted. The Company adopted this guidance during the year ended December 31, 2014 and presented its unrecognized tax benefit as a reduction of deferred tax assets as of December 31, 2014. | |||||||||
The Company files income tax returns in the U.S. federal jurisdiction and certain state jurisdictions. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. In the U.S. federal jurisdiction, tax years 1999 forward remain open to examination, and in the state tax jurisdiction, years 2004 forward remain open to examination. | |||||||||
As a result of the expiration of the Company’s net operating loss carry-forwards, the Company has adopted the provisions set forth in FASB ASC Topic 740, to account for uncertainty in income taxes. In the preparation of income tax returns in federal and state jurisdictions, the Company asserts certain tax positions based on its understanding and interpretation of the income tax law. The taxing authorities may challenge such positions, and the resolution of such matters could result in recognition of income tax expense in the Company’s financial statements. Management believes it has used reasonable judgments and conclusions in the preparation of its income tax returns. | |||||||||
The Company uses the “more likely than not” criterion for recognizing the tax benefit of uncertain tax positions and to establish measurement criteria for income tax benefits. The Company has determined it has no material unrecognized assets or liabilities related to uncertain tax positions as of December 31, 2014. The Company does not anticipate any significant changes in such uncertainties and judgments during the next 12 months. In the event the Company should need to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as a component of other expense. |
Defined_Contribution_Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Contribution Plan | Note 14. Defined Contribution Plan |
The Company sponsors a 401(k) Plan, which stipulates that eligible employees can elect to contribute to the 401(k) Plan, subject to certain limitations of eligible compensation. The Company may match employee contributions in amounts to be determined at the Company’s sole discretion. To date, the Company has not made any matching contributions. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. Subsequent Events |
On January 9, 2015, the Company entered into an agreement with Lucile Packard Foundation for Children’s Health, a charitable organization, to provide gifts totaling $210,000 during 2015. The purpose of the donation is to provide unrestricted support of the translational research efforts for Neonatal-Perinatal and Developmental Medicine under the direction of Dr. Vinod Bhutani. A portion of the funds may be provided to Beaumont Children’s Hospital, Royal Oak, MI; Albert Einstein Medical Center, Philadelphia, PA and McKay Dee Hospital & Intermountain Medical Center, Ogden, UT for research efforts provided by these collaborators. | |
On February 2, 2015, the Company signed an amendment to its current lease agreement, extending the lease through June 2018. The amendment provides for monthly lease payments of $21,719 for the first year starting in June 2015, with modest increases in the following two years. | |
On March 5, 2015, the Company entered into separate agreements with certain holders of the Company’s Series B warrants, who agreed to exercise their Series B warrants to purchase an aggregate of 589,510 shares of the Company’s common stock at an exercise price of $6.50 per share, resulting in gross proceeds to the Company of approximately $3.8 million. In connection with this exercise of the Series B warrants, the Company issued to each investor who exercised Series B warrants, new Series C warrants for the number of shares of the Company’s common stock underlying the Series B warrants that were exercised. Each Series C warrant will be exercisable at $6.25 per share and will expire on March 5, 2020. The new Series C warrants are exercisable into 589,510 shares of the Company’s common stock. | |
The Company intends to offer all remaining holders of Series B warrants, through a formal tender/registered exchange offer, the opportunity to exercise the Series B warrants held by them and receive Series C warrants with the same terms indicated above. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Basis of Presentation | Basis of Presentation | ||||||||
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The balance sheet at December 31, 2013 has been derived from the audited financial statements at that date. | |||||||||
Significant Risks and Uncertainties | Significant Risks and Uncertainties | ||||||||
The Company has experienced losses since its inception and, as of December 31, 2014, has an accumulated deficit of approximately $71.0 million and cash and cash equivalents of approximately $8.0 million. In 2013 the Company received payments totaling approximately $3.0 million pursuant to the license agreement with GSK pertaining to Serenz. This agreement terminated in June 2014, and the Company does not expect additional revenue to result from it. The Company plans to commercialize Serenz in the E.U. via a partnership or distributorship arrangements. In the U.S., the Company intends to determine the regulatory approval pathway for Serenz in dialogue with the FDA, and subsequently to seek partnership or distributorship arrangements for commercialization. | |||||||||
On November 18, 2014 the Company completed its IPO and received net proceeds of $8.0 million, after deducting underwriting discounts and commissions and IPO related expenses. On March 5, 2015 the Company received approximately $3.8M as a result of Series B warrant holders exercising warrants to purchase shares of the Company’s common stock. | |||||||||
The Company initiated its commercialization of CoSense starting in October of 2014, and will achieve profitability only if it can generate sufficient revenue from sales of the Company’s CoSense instruments and consumables, or from license fees, milestone payments, and research and development payments in connection with potential future strategic partnerships. Although management has been successful in raising capital in the past, most recently in April 2014, August 2014, October 2014, November 2014 and March 2015, there can be no assurance that the Company will be successful, or that any needed financing will be available in the future at terms acceptable to the Company. | |||||||||
Use of Estimates | Use of Estimates | ||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of expenses in the financial statements and accompanying notes. Actual results could differ from those estimates. Key estimates included in the financial statements include the valuation of deferred income tax assets and the valuation of debt and equity instruments and stock-based compensation. | |||||||||
Concentration of Credit Risk | Concentration of Credit Risk | ||||||||
Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents at two commercial banks that management believes are of high credit quality. Cash and cash equivalents deposited with these commercial banks exceeded the Federal Deposit Insurance Corporation insurable limit at December 31, 2014 and 2013. The Company expects this to continue. | |||||||||
Segments | Segments | ||||||||
The Company operates in one segment. Management uses one measurement of profitability and does not segregate its business for internal reporting, making operating decisions, and assessing financial performance. All long-lived assets are maintained in the United States of America. | |||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company’s cash and cash equivalents are held in institutions in the U.S. and include deposits in a money market fund which was unrestricted as to withdrawal or use. | |||||||||
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets | ||||||||
Prepaid expenses and other current assets consist of payments primarily related to insurance and short-term deposits. Prepaid expenses are initially recorded upon payment and are expensed as goods or services are received. | |||||||||
Accounts Receivable | Accounts Receivable | ||||||||
Accounts receivable as of December 31, 2013 consist of balances due from GSK pursuant to the license agreement executed in 2013. The Company did not record an allowance for doubtful accounts as this balance was deemed fully collectible. | |||||||||
Inventory | Inventory | ||||||||
Inventory as of December 31, 2014 consist of raw materials to be used in the manufacture of CoSense monitors and single-use nasal cannulas. Inventory is stated at the lower of cost or market under the first-in, first-out (FIFO) method. | |||||||||
Property and Equipment, Net | Property and Equipment, Net | ||||||||
Property and equipment are stated at cost net of accumulated depreciation and depreciated using the straight-line method over the estimated useful lives of the assets, generally between three and five years. Leasehold improvements are amortized on a straight-line basis over the lesser of their useful life or the term of the lease. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. | |||||||||
Convertible Instruments | Convertible Instruments | ||||||||
The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging.” | |||||||||
ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional (as that term is described in the implementation guidance to ASC 815). | |||||||||
The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options. The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options.” The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt, using the effective interest method (see Note 5). | |||||||||
Convertible Preferred Stock Warrant Liability | Convertible Preferred Stock Warrant Liability | ||||||||
The Company has issued freestanding warrants to purchase shares of its convertible preferred stock. Prior to the IPO, the Company classified the fair value of these warrants as liabilities on the balance sheet as they corresponded to the treatment of the preferred stock as temporary equity. The Company accounted for the warrants as derivative instruments. Changes in the fair value of the warrants were presented separately as other income (expense) in the Company’s statements of operations for each reporting period. The Company used the Monte Carlo simulation model to determine the fair values of the warrants. As a result, the valuation of this derivative instrument is subjective because the option-valuation model requires the input of highly subjective assumptions, including the expected stock price volatility and the probability of a future occurrence of a fundamental transaction. Changes in these assumptions can materially affect the fair value estimate and, such impacts can, in turn, result in material non-cash charges or credits, and related impacts on earnings or loss per share, in the statements of operations. At the time of the IPO, all of the warrants to purchase preferred stock were exchanged for warrants to purchase common stock, that met the conditions necessary for equity classification and are therefore no longer subject to adjustment to fair value. | |||||||||
Series B Warrant Liability | |||||||||
The Company has issued Series B warrants to purchase shares of its common stock. In the event that the market price of the Company’s common stock falls below $6.50 at any time between March 12, 2015 and February 12, 2016, the Series B warrants will become exercisable on a cashless basis for a number of common shares that increases as the market price of the Company’s common stock decreases, and exercisable at a discount to the tracking price of the common stock at the time. The Company classified the fair value of these Series B warrants as liabilities on the balance sheet in accordance with the guidance in ASC 815-40. The Company accounted for the warrants as derivative instruments, as the value is derived from the performance of an underlying entity, the Company’s common stock. The Company used the Monte Carlo simulation model to determine the fair value of the warrants. As a result, the valuation of this derivative instrument is subjective because the option-valuation model requires the input of highly subjective assumptions, including the expected stock price volatility. Changes in these assumptions can materially affect the fair value estimate and, such impacts can, in turn, result in material non-cash charges or credits, and related impacts on earnings or loss per share, in the statements of operations. The Company recorded changes in fair value of the Series B warrants as a component of other income (expense). | |||||||||
In addition to the Series B warrants, the Company issued Series A warrants in connection with its IPO, has other warrants issued prior to the IPO in connection with convertible debt and has other warrants classified as part of its permanent equity. Under ASC 815-40-35, the Company adopted a sequencing policy that reclassifies contracts from equity to assets or liabilities for those with the latest inception date first. The Company has taken the position that the Series A warrants issued in the IPO have an earlier inception date than the Series B warrants issued as part of our IPO, and accordingly Series A warrants are treated as an equity instrument. | |||||||||
The Company will evaluate future issuance of securities as to reclassification as a liability under its sequencing policy of latest inception date first until either all of the Series B warrants are settled or expire. | |||||||||
In accordance with the guidance under ASC 815-40-25, the Company has determined that it has a sufficient number of authorized and unissued shares, to settle all existing commitments as of December 31, 2014. | |||||||||
Convertible Preferred Stock | Convertible Preferred Stock | ||||||||
At the time of the IPO, all outstanding shares of preferred stock converted into common stock at a conversion rate of one to one, and were reclassified to permanent equity. | |||||||||
Revenue Recognition | Revenue Recognition | ||||||||
The Company recognized revenue during the year ended December 31, 2013 pursuant to its license agreement with GSK. The revenue was recognized because there was persuasive evidence of an arrangement, the price was fixed or determinable, and collectability was reasonably assured. The up-front payment for revenue recognized in 2013 was received prior to December 31, 2013 and was nonrefundable. No revenue was recognized during the year ended December 31, 2014. The agreement was terminated in the second quarter of 2014, and the Company does not have any further monetary obligations with respect to this agreement. | |||||||||
Research and Development | Research and Development | ||||||||
Research and development costs are charged to operations as incurred. Research and development costs consist primarily of salaries and benefits, consultant fees, prototype expenses, certain facility costs and other costs associated with clinical trials, net of reimbursed amounts. | |||||||||
Costs to acquire technologies to be used in research and development that have not reached technological feasibility and have no alternative future use are expensed to research and development costs when incurred. | |||||||||
Income Taxes | Income Taxes | ||||||||
The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the amounts at which assets and liabilities are recorded for financial reporting purposes and the amounts recorded for income tax purposes. Deferred income taxes are classified as current or non-current, based on the classifications of the related assets and liabilities giving rise to the temporary differences. A valuation allowance is provided against the Company’s deferred income tax assets when their realization is not reasonably assured. | |||||||||
The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. | |||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||
For stock options granted to employees, the Company recognizes compensation expense for all stock-based awards based on the estimated fair value on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service period. The fair value of stock options is determined using the Black-Scholes option pricing model. The determination of fair value for stock-based awards on the date of grant using an option pricing model requires management to make certain assumptions regarding a number of complex and subjective variables. | |||||||||
Stock-based compensation expense related to stock options granted to non-employees is recognized based on the fair value of the stock options, determined using the Black-Scholes option pricing model, as they are earned. The awards generally vest over the time period the Company expects to receive services from the non-employee. | |||||||||
Comprehensive Income (Loss) | Comprehensive Income (Loss) | ||||||||
Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. There have been no items qualifying as other comprehensive income (loss) and, therefore, for all periods presented, the Company’s comprehensive income (loss) was the same as its reported net income (loss). | |||||||||
Net Income (Loss) per Share of Common Stock | Net Income (Loss) per Share of Common Stock | ||||||||
Basic net income (loss) per common share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net income (loss) per share calculation, convertible preferred stock, convertible promissory notes, stock options and stock warrants are considered to be potentially dilutive securities. Because the Company has reported a net loss for the years ended December 31, 2014 and 2013, diluted net loss per common share is the same as basic net loss per common share for those periods. | |||||||||
The following is a reconciliation of the number of shares used in the calculation of basic earnings per share and diluted earnings per share during the years ended December 31, 2014 and 2013: | |||||||||
Fiscal Year Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Net loss | $ | (13,874,513 | ) | $ | (3,707,243 | ) | |||
Weighted-average shares used in computing basic | 1,270,033 | 535,648 | |||||||
and diluted net loss per common share | |||||||||
Basic and diluted net loss per common share | $ | (10.92 | ) | $ | (6.92 | ) | |||
Effective as of the completion of the IPO, all of the Company’s preferred stock was converted to common stock. | |||||||||
Reverse Stock Split | Reverse Stock Split | ||||||||
The Company’s board of directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 1-for-12 reverse split of shares of the Company’s common stock and convertible preferred stock, and to change the total authorized number of common stock and convertible preferred stock, which amendment was filed with the Secretary of State of the State of Delaware on July 28, 2014. All issued and outstanding common stock, convertible preferred stock, options for common stock, warrants for preferred stock and per share amounts contained in the financial statements have been retroactively adjusted to reflect this reverse split for all periods presented. All authorized common stock and convertible preferred stock numbers contained in the financial statements have been adjusted to reflect the modifications effected pursuant to the July 28, 2014 amendment to the Company’s amended and restated certificate of incorporation. | |||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. | |||||||||
On June 10, 2014, the FASB issued ASU 2014-10, Elimination of Certain Financial Reporting Requirements, Including Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The pending content resulting from the issuance of ASU 2014-10 eliminates the definition of development stage entity, thereby removing the distinction between the development stage entities and other reporting entities. As a consequence, inception-to-date presentation and other incremental disclosure requirements in ASC Topic 915 for entities previously considered development stage entities are eliminated. For public business entities, the ASU’s elimination of the inception-to-date information and the other disclosures in Topic 915 is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. For other entities, this portion of the ASU is effective for annual reporting periods beginning after December 15, 2014, and interim reporting periods beginning after December 15, 2015. While the changes resulting from the issuance of ASU 2014-10 are not yet effective, early adoption of either the amendments to Topic 915 or Topic 810 is permitted for any annual or interim period for which a reporting entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities.) | |||||||||
The Company adopted ASU 2014-10 as of June 30, 2014, and therefore is no longer considered in the development stage. The Company continues to engage in research and development activities; however, the adoption of this ASU allows the Company to remove the inception to date information and all references to development stage in the accompanying financial statements. | |||||||||
The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements. | |||||||||
Fair Value of Financial Instruments | The carrying value of the Company’s cash, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these items. Based on the borrowing rates currently available to the Company for debt with similar terms and consideration of default and credit risk, the carrying value of the convertible promissory notes approximates their fair value. | ||||||||
Fair Value Measurement | Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. |
Description_of_Business_Tables
Description of Business (Tables) (IPO [Member]) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
IPO [Member] | |||||||||||||
Summary of Initial Public Offering | The following table summarizes the results of the Company’s IPO: | ||||||||||||
Transaction | Number of | Common | Proceeds | ||||||||||
Units | Stock | ||||||||||||
Units Issued in IPO | 1,650,000 | 1,650,000 | $ | 10,708,500 | |||||||||
Issuance of A & B Warrants (overallotment to underwriters) | — | — | $ | 18,975 | |||||||||
Conversion of preferred Stock (one for one conversion ratio) | — | 865,429 | — | ||||||||||
2010/2012 Convertible notes | — | 3,165,887 | — | ||||||||||
2014 Convertible Notes | 552,105 | 552,105 | — | ||||||||||
Totals | 2,202,105 | 6,233,421 | $ | 10,727,475 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Schedule of Calculation of Basic Earnings per Share and Diluted Earnings per Share | The following is a reconciliation of the number of shares used in the calculation of basic earnings per share and diluted earnings per share during the years ended December 31, 2014 and 2013: | ||||||||
Fiscal Year Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Net loss | $ | (13,874,513 | ) | $ | (3,707,243 | ) | |||
Weighted-average shares used in computing basic | 1,270,033 | 535,648 | |||||||
and diluted net loss per common share | |||||||||
Basic and diluted net loss per common share | $ | (10.92 | ) | $ | (6.92 | ) | |||
Schedule of Potentially Dilutive Securities Outstanding Excluded from Computations of Diluted Weighted-Average Shares Outstanding | The following potentially dilutive securities outstanding have been excluded from the computations of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported (in common stock equivalent shares): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Convertible preferred stock | — | 865,429 | |||||||
Warrants issued to 2010/2012 convertible note holders to purchase stock | 523,867 | Adjustable | |||||||
Stock issuable upon conversion of convertible notes | — | Adjustable | |||||||
Options to purchase common stock | 1,072,011 | 239,606 | |||||||
Warrants issued in 2009 to purchase stock | 9,259 | 9,259 | |||||||
Warrants issued to Underwriter to purchase common stock | 82,500 | — | |||||||
Series A Warrants to purchase common stock | 2,449,605 | — | |||||||
Series B Warrants to purchase common stock | Adjustable | — |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Summary of Financial Instruments Measured at Fair Value on Recurring Basis | The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: | ||||||||||||||||
Fair Value Measurements at December 31, 2013 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets | |||||||||||||||||
Money market fund | $ | 1,256,752 | $ | 1,256,752 | $ | — | $ | — | |||||||||
Liabilities | |||||||||||||||||
Convertible preferred stock warrant liability | $ | 1,464,877 | $ | — | $ | — | $ | 1,464,877 | |||||||||
Fair Value Measurements at December 31, 2014 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets | |||||||||||||||||
Money market fund | $ | 7,891,888 | $ | 7,891,888 | $ | — | $ | — | |||||||||
Liabilities | |||||||||||||||||
Series B warrant liability | $ | 17,438,731 | $ | — | $ | — | $ | 17,438,731 | |||||||||
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of Property and Equipment | Property and equipment consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Furniture and fixtures | $ | 170,811 | $ | 180,238 | |||||
Computer hardware | 27,555 | 27,555 | |||||||
Leasehold improvements | 4,075 | 10,726 | |||||||
$ | 202,441 | $ | 218,519 | ||||||
Less accumulated depreciation and amortization | (144,834 | ) | (155,352 | ) | |||||
Total | $ | 57,607 | $ | 63,167 | |||||
Convertible_Preferred_Stock_Wa1
Convertible Preferred Stock Warrants (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Fair Value of Convertible Preferred Stock Warrant Liability | As of December 31, 2013, the Company used a Monte Carlo simulation to calculate the fair value of its convertible preferred stock warrant liability using the following inputs: | ||||||||||||||||||||
December 31, | |||||||||||||||||||||
2013 | |||||||||||||||||||||
Volatility | 38% - 47 | % | |||||||||||||||||||
Expected Term (years) | 0.75 - 2.00 | ||||||||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||||||
Risk-free rate | 0.12% - 0.38 | % | |||||||||||||||||||
Summary of Outstanding Convertible Preferred Stock Warrants | As of December 31, 2013 and November 18, 2014 (IPO date), outstanding convertible preferred stock warrants consisted of: | ||||||||||||||||||||
Issuance date | Contractual | Exercise price per | Number of shares | Fair Value at | Fair Value at | ||||||||||||||||
Term | share | underlying | December 31, 2013 | November 18, 2014 | |||||||||||||||||
warrant | |||||||||||||||||||||
Jan-09 | 10 years | $ | 21.6 | 9,259 | $ | 42,444 | 2,911 | ||||||||||||||
2010/2012 | 10 years | Adjustable | Adjustable | 1,422,433 | 1,217,808 | ||||||||||||||||
Total | $ | 1,464,877 | 1,220,719 | ||||||||||||||||||
Series B Warrant Liability [Member] | |||||||||||||||||||||
Fair Value of Convertible Preferred Stock Warrant Liability | As of November 18, 2014 and December 31, 2014, the Company used a Monte Carlo simulation to calculate the fair value of its Series B warrant liability. This model is dependent upon several variables such as the warrant’s term, exercise price, current stock price, risk-free interest rate estimated over the contractual term, estimated volatility of our stock over the term of warrant and the estimated market price of our stock during the cashless exercise period. The risk-free rate is based on U.S. Treasury securities with similar maturities as the expected terms of the warrants. The volatility is estimated based on blending the volatility rates for a number of similar publicly-traded companies. The Company used the following inputs: | ||||||||||||||||||||
November 18, | December 31, | ||||||||||||||||||||
2014 | 2014 | ||||||||||||||||||||
Volatility | 55.1 | % | 60.2 | % | |||||||||||||||||
Expected Term (years) | 1.25 | 1.1 | |||||||||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||||||
Risk-free rate | 0.2 | % | 0.26 | % | |||||||||||||||||
IPO [Member] | |||||||||||||||||||||
Fair Value of Convertible Preferred Stock Warrant Liability | The Company used a Black Scholes model to calculate the value of these warrants on November 18, 2014 using the following inputs: | ||||||||||||||||||||
November 18, | |||||||||||||||||||||
2014 | |||||||||||||||||||||
Volatility | 61% - 71.2% | ||||||||||||||||||||
Contractual Term (years) | 4.5 - 7.5 | ||||||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||||||
Risk-free rate | 1.50% - 2.09% | ||||||||||||||||||||
Stock Price | $4.00 | ||||||||||||||||||||
Exercise Price | $4.87 - $21.60 |
Series_A_Warrants_and_Series_B1
Series A Warrants and Series B Warrants (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Text Block [Abstract] | |||||||||||||||||||||||||
Summary of Outstanding Series B Warrants and Fair Market Values | As of November 18, 2014 and December 31, 2014, the outstanding Series B warrants and fair market values were: | ||||||||||||||||||||||||
Issuance date | Contractual | Exercise price | Number of | Shares | Fair Value at | Fair Value at | |||||||||||||||||||
Term | per share | warrants | underlying | November 18, | December 31, 2014 | ||||||||||||||||||||
warrants | 2014 | ||||||||||||||||||||||||
Nov-14 | 15 months | Adjustable | 2,449,605 | Adjustable | $ | 11,649,106 | $ | 17,438,731 |
Capital_Stock_Tables
Capital Stock (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Summary of Common Stock Issued and Outstanding | Upon the completion of the IPO on November 18, 2014, the 6,769,106 shares of common stock issued and outstanding consisted of the following: | ||||||||||||||||
Legacy Shareholders | 535,685 | ||||||||||||||||
Issued in connection with the IPO | 1,650,000 | ||||||||||||||||
Issued upon conversion of the 2014 convertible notes | 552,105 | ||||||||||||||||
Issued upon conversion of the 2010/2012 convertible notes | 3,165,887 | ||||||||||||||||
Issued upon conversion of the preferred stock | 865,429 | ||||||||||||||||
Total | 6,769,106 | ||||||||||||||||
Summary of Convertible Preferred Stock | The Company is authorized to issue 1,860,000 shares of convertible preferred stock. The shares outstanding as of December 31, 2013 and December 31, 2014 are as follows: | ||||||||||||||||
Shares Outstanding | |||||||||||||||||
Series | Par Value | Shares | December 31, | December 31, | |||||||||||||
Authorized | 2013 | 2014 | |||||||||||||||
A | $ | 0.001 | 40,000 | 31,250 | — | ||||||||||||
B | 0.001 | 320,000 | 119,140 | — | |||||||||||||
C | 0.001 | 1,500,000 | 715,039 | — | |||||||||||||
1,860,000 | 865,429 | — | |||||||||||||||
Stock_Option_Compensation_Tabl
Stock Option Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Summary of Stock Based Compensation Expense | Stock compensation expense was allocated between departments as follows | ||||||||||||||||
Year ended | |||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||
Research & Development | $ | 64,020 | $ | 14,431 | |||||||||||||
Sales & Marketing | $ | 8,335 | — | ||||||||||||||
General & Administrative | $ | 273,080 | $ | 23,986 | |||||||||||||
Total | $ | 345,435 | $ | 38,417 | |||||||||||||
Schedule of Fair Value of Award Granted Using Black-Scholes Option Pricing Model | The fair value of each award granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions for the year ended December 31, 2014: | ||||||||||||||||
Year Ended | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Expected life (years) | 5.8 - 6.1 | ||||||||||||||||
Risk-free interest rate | 1.6 - 1.8% | ||||||||||||||||
Volatility | 43% - 59% | ||||||||||||||||
Dividend rate | 0% | ||||||||||||||||
Summary of Stock Option Transactions | The following table summarizes stock option transactions for the years ended December 31, 2013 and December 31, 2014 as issued under the Plans: | ||||||||||||||||
Options | Number of | Average | Weighted Average | ||||||||||||||
Available | Shares | Exercise Price | Grant Date Fair | ||||||||||||||
Value Per Option | |||||||||||||||||
Balances, December 31, 2013 | 124,824 | 239,606 | 3.36 | ||||||||||||||
2014 Plan authorized | 1,437,165 | ||||||||||||||||
Closed 2010 Plan | (123,523 | ) | |||||||||||||||
Granted | (926,384 | ) | 926,384 | 7.15 | $ | 1.03 | |||||||||||
Forfeited | 93,979 | (93,979 | ) | 6.75 | $ | 1.03 | |||||||||||
Balances, December 31, 2014 | 606,061 | 1,072,011 | 6.34 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Reconciliation of Income Tax Expense by Applying Statutory U.S. Federal Income Tax Rate to Income Before Income Taxes | A reconciliation of income tax expense with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes is as follows: | ||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Tax on the loss before income tax expense computed at the federal statutory rate of 34% | $ | (4,717,063 | ) | $ | (1,260,190 | ) | |||
State tax (benefit) at statutory rate, net of federal benefit | (13,020 | ) | 43,265 | ||||||
Change in Valuation Allowance | 1,578,347 | 779,869 | |||||||
Change in research and development credits | 316,311 | (71,856 | ) | ||||||
Change in fair value of warrants | 2,960,766 | — | |||||||
Other | (125,341 | ) | 508,912 | ||||||
Income tax expense | $ | — | $ | — | |||||
Effective income tax rate | 0 | % | 0 | % | |||||
Significant Components of Company's Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows at December 31, 2014 and 2013: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Current Deferred Tax Assets: | |||||||||
Accruals | $ | 71,953 | $ | 36,571 | |||||
Non-Current Deferred Tax Assets: | |||||||||
Net Operating Loss Carryforwards | 22,125,807 | 20,124,059 | |||||||
Research and development credits | 1,345,833 | 1,792,798 | |||||||
Intangible Assets | 46,784 | 48,733 | |||||||
Fixed Assets | (10,505 | ) | (636 | ) | |||||
Total Non-Current Deferred Tax Assets | 23,507,919 | 21,964,954 | |||||||
Total Deferred Tax Assets | 23,579,872 | 22,001,525 | |||||||
Valuation Allowance | (23,579,872 | ) | (22,001,525 | ) | |||||
Net Deferred Tax Assets | $ | — | $ | — | |||||
Summary of Gross Unrecognized Tax Benefits | The following tables summarize the activities of gross unrecognized tax benefits: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Beginning balance | — | — | |||||||
Increase related to prior year tax positions | 628,383 | — | |||||||
Decreases related to prior year tax positions | — | — | |||||||
Increase related to Current year tax positions | 44,864 | — | |||||||
Decreases related to current year tax positions | — | — | |||||||
Ending Balance | $ | 673,247 | — | ||||||
Description_of_Business_Additi
Description of Business - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Nov. 18, 2014 | Dec. 31, 2013 | |
Description Of Business [Line Items] | |||
State of incorporation | Delaware | ||
Date of incorporation | 25-Aug-99 | ||
Deferred revenue recognized | $0 | ||
Net proceeds after deducting underwriting discounts and commissions and IPO related expenses | 10,727,475 | ||
IPO [Member] | |||
Description Of Business [Line Items] | |||
Net proceeds after deducting underwriting discounts and commissions and IPO related expenses | 8,000,000 | ||
IPO [Member] | Warrants to Purchase Stock [Member] | |||
Description Of Business [Line Items] | |||
Debt conversion, warrants issued | 523,867 | ||
IPO [Member] | Series A Warrants to Purchase Shares of Common Stock [Member] | |||
Description Of Business [Line Items] | |||
Number of warrants | 2,449,605 | ||
Number of common stock purchased upon issuance of warrants | 2,449,605 | ||
IPO [Member] | Series B Warrants to Purchase Shares of Common Stock [Member] | |||
Description Of Business [Line Items] | |||
Number of warrants | 2,449,605 | ||
Units [Member] | IPO [Member] | |||
Description Of Business [Line Items] | |||
Description of units issued | 1,650,000 units (each unit consisting of one share of common stock, one Series A warrant and one Series B warrant) | ||
Number of shares issued | 1,650,000 | 1,650,000 | |
Net proceeds after deducting underwriting discounts and commissions and IPO related expenses | 10,708,500 | 8,000,000 | |
GlaxoSmithKline [Member] | |||
Description Of Business [Line Items] | |||
Deferred revenue recognized | $3,000,000 |
Description_of_Business_Summar
Description of Business - Summary of Initial Public Offering (Detail) (USD $) | 0 Months Ended | 12 Months Ended |
Nov. 18, 2014 | Dec. 31, 2014 | |
Description Of Business [Line Items] | ||
Proceeds from intimal public offering | $10,727,475 | |
IPO [Member] | ||
Description Of Business [Line Items] | ||
Proceeds from intimal public offering | 8,000,000 | |
IPO [Member] | 2014 Convertible Promissory Notes [Member] | ||
Description Of Business [Line Items] | ||
Convertible notes | 552,105 | |
Units [Member] | 2014 Convertible Promissory Notes [Member] | ||
Description Of Business [Line Items] | ||
Convertible notes | 552,105 | |
Units [Member] | IPO [Member] | ||
Description Of Business [Line Items] | ||
Units Issued in IPO | 1,650,000 | 1,650,000 |
Totals | 2,202,105 | |
Proceeds from intimal public offering | 8,000,000 | 10,708,500 |
Units [Member] | IPO [Member] | 2014 Convertible Promissory Notes [Member] | ||
Description Of Business [Line Items] | ||
Convertible notes | 552,105 | |
Series A & B Warrants [Member] | IPO [Member] | ||
Description Of Business [Line Items] | ||
Proceeds from intimal public offering | $18,975 | |
Common Stock [Member] | ||
Description Of Business [Line Items] | ||
Units Issued in IPO | 1,650,000 | |
Conversion of preferred Stock (one for one conversion ratio) | 865,429 | |
Common Stock [Member] | 2010 and 2012 Convertible Promissory Notes [Member] | ||
Description Of Business [Line Items] | ||
Conversion of preferred Stock (one for one conversion ratio) | 3,165,887 | |
Common Stock [Member] | 2014 Convertible Promissory Notes [Member] | ||
Description Of Business [Line Items] | ||
Conversion of preferred Stock (one for one conversion ratio) | 552,105 | |
Common Stock [Member] | IPO [Member] | ||
Description Of Business [Line Items] | ||
Units Issued in IPO | 1,650,000 | |
Conversion of preferred Stock (one for one conversion ratio) | 865,429 | 865,429 |
Totals | 6,233,421 | |
Common Stock [Member] | IPO [Member] | 2010 and 2012 Convertible Promissory Notes [Member] | ||
Description Of Business [Line Items] | ||
Convertible notes | 3,165,887 | 3,165,887 |
Common Stock [Member] | IPO [Member] | 2014 Convertible Promissory Notes [Member] | ||
Description Of Business [Line Items] | ||
Convertible notes | 552,105 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 11 Months Ended | 0 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Nov. 18, 2014 | Feb. 12, 2016 | Mar. 05, 2015 | Dec. 31, 2013 | Dec. 31, 2012 | |
Segment | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Accumulated deficit | ($70,975,024) | ($57,100,511) | ||||
Cash and cash equivalents | 7,956,710 | 1,268,770 | 2,155,262 | |||
Net proceeds from issuance of IPO | 10,727,475 | |||||
Number of operating segments | 1 | |||||
Allowance for doubtful accounts | 0 | |||||
Deferred revenue recognized | 0 | |||||
Reverse stock split description | 1-for-12 reverse split of shares | |||||
IPO [Member] | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Net proceeds from issuance of IPO | 8,000,000 | |||||
Series B Warrants to Purchase Common Stock [Member] | Scenario Forecast [Member] | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Decrease in common stock market price | $6.50 | |||||
Series B Warrant Liability [Member] | Subsequent event [Member] | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Exercise of warrants to purchase of common stock | 3,800,000 | |||||
Minimum [Member] | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives of property and equipment | 3 years | |||||
Maximum [Member] | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives of property and equipment | 5 years | |||||
GlaxoSmithKline [Member] | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Proceeds from license agreement | 3,000,000 | |||||
Deferred revenue recognized | $3,000,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Calculation of Basic Earnings per Share and Diluted Earnings per Share (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | ||
Net loss | ($13,874,513) | ($3,707,243) |
Weighted-average shares used in computing basic and diluted net loss per common share | 1,270,033 | 535,648 |
Basic and diluted net loss per common share | ($10.92) | ($6.92) |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Outstanding Excluded from Computations of Diluted Weighted-Average Shares Outstanding (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 865,429 | |
Stock Issuable Upon Conversion of Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | ||
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 1,072,011 | 239,606 |
Warrants to Purchase Stock [Member] | 2010 and 2012 Convertible Promissory Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 523,867 | |
Issuance Date January 2009 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 9,259 | 9,259 |
Underwriter [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 82,500 | |
Series A Warrants to Purchase Shares of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 2,449,605 | |
Series B Warrants to Purchase Shares of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Summary of Financial Instruments Measured at Fair Value on Recurring Basis (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Liabilities | ||
Convertible preferred stock warrant liability | $1,464,877 | |
Series B Warrant Liability [Member] | ||
Liabilities | ||
Convertible preferred stock warrant liability | 17,438,731 | |
Fair Value, Measurements, Recurring [Member] | Series B Warrant Liability [Member] | ||
Liabilities | ||
Convertible preferred stock warrant liability | 17,438,731 | |
Fair Value, Measurements, Recurring [Member] | Convertible preferred stock warrant liability [Member] | ||
Liabilities | ||
Convertible preferred stock warrant liability | 1,464,877 | |
Fair Value, Measurements, Recurring [Member] | Money market fund [Member] | ||
Assets | ||
Money market fund | 7,891,888 | 1,256,752 |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Money market fund [Member] | ||
Assets | ||
Money market fund | 7,891,888 | 1,256,752 |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Series B Warrant Liability [Member] | ||
Liabilities | ||
Convertible preferred stock warrant liability | 17,438,731 | |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Convertible preferred stock warrant liability [Member] | ||
Liabilities | ||
Convertible preferred stock warrant liability | $1,464,877 |
Property_and_Equipment_Net_Sch
Property and Equipment, Net - Schedule of Property and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $57,607 | $63,167 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 202,441 | 218,519 |
Less accumulated depreciation and amortization | -144,834 | -155,352 |
Property and equipment, net | 57,607 | 63,167 |
Furniture and Fixtures [Member] | Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 170,811 | 180,238 |
Computer Hardware [Member] | Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 27,555 | 27,555 |
Leasehold Improvements [Member] | Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $4,075 | $10,726 |
Property_and_Equipment_Net_Add
Property and Equipment, Net - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $28,516 | $42,114 |
Related_Party_Convertible_Prom1
Related Party Convertible Promissory Notes - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Nov. 18, 2014 | Oct. 31, 2014 | Aug. 31, 2014 | Apr. 30, 2014 | |
Debt Instrument [Line Items] | ||||||
Debt instrument, percentage of share price | 75.00% | |||||
Debt instrument, interest expense | $4,130,394 | $2,860,267 | ||||
Convertible preferred stock warrants, Fair Value | 1,464,877 | 1,220,719 | ||||
Beneficial conversion feature related to convertible promissory notes | 1,723,984 | |||||
Amortization of debt discount | 4,128,863 | 2,860,267 | ||||
IPO [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Estimated volatility rate | 61.00% | |||||
Estimated liquidity term | 4 years 6 months | |||||
Estimated risk-free interest rate | 1.50% | |||||
IPO [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Estimated volatility rate | 71.20% | |||||
Estimated liquidity term | 7 years 6 months | |||||
Estimated risk-free interest rate | 2.09% | |||||
2014 Convertible Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of convertible promissory notes | 493,407 | 249,693 | 1,747,681 | |||
Debt instrument, interest rate | 2.00% | 2.00% | 2.00% | |||
Beneficial conversion feature related to convertible promissory notes | 239,872 | 136,705 | 1,347,406 | |||
Debt instrument, interest expense | 21,348 | |||||
Amortization of debt discount | 835,509 | |||||
2014 Convertible Promissory Notes [Member] | IPO [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of convertible promissory notes | 2,512,119 | |||||
Convertible promissory notes converted into units/shares | 552,105 | |||||
Convertible promissory notes, conversion price | $4.55 | $4.55 | $4.55 | |||
Debt instrument, percentage of share price | 70.00% | 70.00% | 70.00% | |||
Amortization of debt discount | 1,855,452 | |||||
IPO price per unit | 6.5 | |||||
2014 Convertible Promissory Notes [Member] | IPO [Member] | Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible promissory notes converted into units/shares | 552,105 | |||||
2014 Convertible Promissory Notes [Member] | Warrants to purchase preferred stock, issued with convertible notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible promissory notes, conversion price | $16.20 | $16.20 | $16.20 | |||
Debt instrument, percentage of share price | 75.00% | 75.00% | 75.00% | |||
Debt instrument, percentage of unpaid principal | 25.00% | 25.00% | 25.00% | |||
Convertible preferred stock warrants, Fair Value | 253,535 | 113,295 | 600,148 | |||
Warrant expiration term | 10 years | 10 years | 10 years | |||
2014 Convertible Promissory Notes [Member] | Warrants to purchase preferred stock, issued with convertible notes [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Estimated volatility rate | 35.00% | 35.00% | 35.00% | |||
Estimated liquidity term | 1 year | 1 year 3 months | 1 year 6 months | |||
Estimated risk-free interest rate | 0.20% | 0.20% | 0.20% | |||
2014 Convertible Promissory Notes [Member] | Warrants to purchase preferred stock, issued with convertible notes [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Estimated volatility rate | 60.00% | 60.00% | 60.00% | |||
Estimated liquidity term | 5 years | 5 years | 5 years | |||
Estimated risk-free interest rate | 2.26% | 2.26% | 2.60% | |||
2014 Convertible Promissory Notes [Member] | Shares of common stock [Member] | IPO [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible promissory notes converted into units/shares | 552,105 | |||||
2014 Convertible Promissory Notes [Member] | Series A Warrants to Purchase Shares of Common Stock [Member] | IPO [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible promissory notes converted into units/shares | 552,105 | |||||
2014 Convertible Promissory Notes [Member] | Series B Warrants to Purchase Shares of Common Stock [Member] | IPO [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible promissory notes converted into units/shares | 552,105 | |||||
2010 and 2012 Convertible Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of convertible promissory notes | 10,200,413 | |||||
Debt instrument, interest rate | 12.00% | |||||
Debt instrument, interest expense | 1,416,554 | 2,860,267 | ||||
Convertible preferred stock warrants, Fair Value | 1,422,433 | 1,217,808 | ||||
2010 and 2012 Convertible Promissory Notes [Member] | IPO [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount and accrued interest outstanding | 15,410,110 | |||||
2010 and 2012 Convertible Promissory Notes [Member] | IPO [Member] | Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible promissory notes converted into units/shares | 3,165,887 | 3,165,887 | ||||
Convertible promissory notes, conversion price | 4.87 | |||||
Debt instrument, percentage of share price | 75.00% |
Convertible_Preferred_Stock_Wa2
Convertible Preferred Stock Warrants - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Nov. 18, 2014 | |
Class of Warrant or Right [Line Items] | |||
Debt instrument, percentage of share price | 75.00% | ||
Amount of unpaid principal percentage | 25.00% | ||
Warrants expiration period | 10 years | ||
Change in fair value of warrants recorded as other (income) expense | $4,578,232 | $105,320 | |
Gain on fair value of preferred stock warrant liability | 967,234 | ||
Convertible preferred stock warrants, Number of shares underlying warrant | 1,464,877 | 1,220,719 | |
Issuance Date January 2009 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants convert into common stock, exercise price | $21.60 | ||
Convertible preferred stock warrants, Number of shares underlying warrant | 42,444 | 2,911 | |
2010 and 2012 Convertible Promissory Notes [Member] | |||
Class of Warrant or Right [Line Items] | |||
Convertible preferred stock warrants, Number of shares underlying warrant | 1,422,433 | 1,217,808 | |
2010 and 2012 Convertible Promissory Notes [Member] | IPO [Member] | Issuance Date January 2009 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants convert into common stock, exercise price | $21.60 | ||
Convertible preferred stock warrants, Number of shares underlying warrant | 9,259 | ||
2010 and 2012 Convertible Promissory Notes [Member] | IPO [Member] | Shares of common stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Change in fair value of warrants recorded as other (income) expense | ($244,151) | ||
Debt conversion, warrants issued | 523,867 | ||
Warrants convert into common stock, exercise price | $4.87 | ||
Series C Convertible Preferred Stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Debt instrument, conversion price per share | $16.20 |
Convertible_Preferred_Stock_Wa3
Convertible Preferred Stock Warrants - Fair Value of Convertible Preferred Stock Warrant Liability (Detail) (USD $) | 12 Months Ended | 0 Months Ended |
Dec. 31, 2013 | Nov. 18, 2014 | |
Convertible preferred stock warrant liability [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Expected dividend yield | 0.00% | |
IPO [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Expected dividend yield | 0.00% | |
Stock Price | $4 | |
Minimum [Member] | Convertible preferred stock warrant liability [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Volatility | 38.00% | |
Expected Term (years) | 9 months | |
Risk-free rate | 0.12% | |
Minimum [Member] | IPO [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Volatility | 61.00% | |
Expected Term (years) | 4 years 6 months | |
Risk-free rate | 1.50% | |
Exercise Price | $4.87 | |
Maximum [Member] | Convertible preferred stock warrant liability [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Volatility | 47.00% | |
Expected Term (years) | 2 years | |
Risk-free rate | 0.38% | |
Maximum [Member] | IPO [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Volatility | 71.20% | |
Expected Term (years) | 7 years 6 months | |
Risk-free rate | 2.09% | |
Exercise Price | $21.60 |
Convertible_Preferred_Stock_Wa4
Convertible Preferred Stock Warrants - Summary of Outstanding Convertible Preferred Stock Warrants (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Nov. 18, 2014 | |
Class of Warrant or Right [Line Items] | ||
Convertible preferred stock warrants, Fair Value | $1,464,877 | $1,220,719 |
Issuance Date January 2009 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Convertible preferred stock warrants, Contractual Term | 10 years | |
Convertible preferred stock warrants, Exercise price per share | $21.60 | |
Convertible preferred stock warrants, Number of shares underlying warrant | 9,259 | |
Convertible preferred stock warrants, Fair Value | 42,444 | 2,911 |
2010 and 2012 Convertible Promissory Notes [Member] | ||
Class of Warrant or Right [Line Items] | ||
Convertible preferred stock warrants, Contractual Term | 10 years | |
Convertible preferred stock warrants, Fair Value | $1,422,433 | $1,217,808 |
Series_A_Warrants_and_Series_B2
Series A Warrants and Series B Warrants - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 11 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Nov. 18, 2014 | Feb. 12, 2016 | |
Class of Warrant or Right [Line Items] | ||||
Change in fair value of warrants recorded as other (income) expense | $4,578,232 | $105,320 | ||
2014 Convertible Promissory Notes [Member] | IPO [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Convertible promissory notes converted into units/shares | 552,105 | |||
Series A Warrants to Purchase Shares of Common Stock [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants term | 5 years | |||
Series A Warrants to Purchase Shares of Common Stock [Member] | 2014 Convertible Promissory Notes [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants convert into common stock, exercise price | $6.49 | |||
Series A Warrants to Purchase Shares of Common Stock [Member] | 2014 Convertible Promissory Notes [Member] | IPO [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Convertible promissory notes converted into units/shares | 552,105 | |||
Shares of common stock [Member] | 2014 Convertible Promissory Notes [Member] | IPO [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Convertible promissory notes converted into units/shares | 552,105 | |||
Series B Warrants to Purchase Shares of Common Stock [Member] | 2014 Convertible Promissory Notes [Member] | IPO [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Convertible promissory notes converted into units/shares | 552,105 | |||
Series A warrants to purchase common stock [Member] | IPO [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class of warrants exercisable for common stock | 2,449,605 | |||
Warrants issued in connection with IPO | 1,897,500 | |||
Series A Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Proceeds from issuance of warrants in IPO | 9,488 | |||
Series B Warrant Liability [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Proceeds from issuance of warrants in IPO | 9,488 | |||
Series B Warrant Liability [Member] | IPO [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Change in fair value of warrants recorded as other (income) expense | $5,789,625 | |||
Scenario Forecast [Member] | Series B Warrants to Purchase Common Stock [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Decrease in common stock market price | $6.50 |
Series_A_Warrants_and_Series_B3
Series A Warrants and Series B Warrants - Fair Value of Convertible Preferred Stock Warrant Liability (Detail) (Series B Warrant Liability [Member]) | 0 Months Ended | |
Dec. 31, 2014 | Nov. 18, 2014 | |
Series B Warrant Liability [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Volatility | 60.20% | 55.10% |
Expected Term (years) | 1 year 1 month 6 days | 1 year 3 months |
Expected dividend yield | 0.00% | 0.00% |
Risk-free rate | 0.26% | 0.20% |
Series_A_Warrants_and_Series_B4
Series A Warrants and Series B Warrants - Summary of Outstanding Series B Warrants and Fair Market Values (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Nov. 18, 2014 | Dec. 31, 2013 | Nov. 28, 2014 | |
Class of Warrant or Right [Line Items] | ||||
Series B warrants, Fair value | $1,220,719 | $1,464,877 | ||
Issuance Date November 2014 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Series B warrants, Contractual Term | 15 months | |||
Series B warrants, Number of warrants | 2,449,605 | |||
Series B warrants, Fair value | $17,438,731 | $11,649,106 |
Line_of_Credit_Additional_Info
Line of Credit - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Oct. 31, 2014 | Sep. 29, 2014 |
Line of Credit Facility [Abstract] | |||
Line of credit amount | $0.10 | ||
Line of credit, fixed interest rate per annum | 6.00% | ||
Line of credit, interest rate description | The line of credit bears a fixed interest rate of 6.0% per annum simple interest. | ||
Line of credit, repayment term | 2 years | ||
Line of credit facility, initiation date | 29-Sep-14 | ||
Amount of line of credit | $0.10 |
Commitments_Additional_Informa
Commitments - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2010 | |
Facilities | |||
Loss Contingencies [Line Items] | |||
Non-cancelable operating lease agreement expiration date | 2015-05 | ||
Number of previously leased facilities | 2 | ||
Rent expense | $230,000 | $304,000 | |
Future minimum commitment under non-cancelable operating lease | 18,000 | ||
BioMedical Drug Development, Inc. [Member] | Milestone Payments [Member] | |||
Loss Contingencies [Line Items] | |||
Development and sales-related milestone payments, maximum | 200,000 | ||
Payments made and liabilities incurred under asset purchase agreement | 0 | 0 | |
Outstanding payments | 0 | 0 | |
Intellectual property [Member] | BioMedical Drug Development, Inc. [Member] | |||
Loss Contingencies [Line Items] | |||
Acquisition of intellectual property | $150,000 | ||
Facility one [Member] | |||
Loss Contingencies [Line Items] | |||
Non-cancelable operating lease agreement expiration date | 2014-01 | ||
Facility two [Member] | |||
Loss Contingencies [Line Items] | |||
Non-cancelable operating lease agreement expiration date | 2014-05 |
Capital_Stock_Additional_Infor
Capital Stock - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Nov. 18, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | |||
Common stock, shares authorized | 100,000,000 | 10,000,000 | |
Common stock, par value | $0.00 | $0.00 | |
Common stock, shares issued | 6,769,106 | 6,769,106 | 535,685 |
Common stock, shares outstanding | 6,769,106 | 535,685 | 535,685 |
Common stock, vote description | Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the Board of Directors, subject to the prior rights of all classes of stock outstanding. The holders of common stock, voting as a separate class, are entitled to elect one member of the Board of Directors. | ||
Convertible preferred stock, shares authorized | 1,860,000 | ||
IPO [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares issued | 6,769,106 | ||
Common stock, shares outstanding | 6,769,106 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock issued upon conversion of convertible preferred stock | 865,429 | ||
Common Stock [Member] | IPO [Member] | |||
Class of Stock [Line Items] | |||
Common stock issued upon conversion of convertible preferred stock | 865,429 | 865,429 | |
Conversion ratio, description | Conversion ratio of one to one | ||
Conversion ratio | 1 | ||
Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Convertible preferred stock, shares authorized | 1,860,000 |
Capital_Stock_Summary_of_Commo
Capital Stock - Summary of Common Stock Issued and Outstanding (Detail) | 0 Months Ended | 12 Months Ended | |
Nov. 18, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Legacy Shareholders | 535,685 | 6,769,106 | 535,685 |
Common stock, issued | 6,769,106 | 6,769,106 | 535,685 |
IPO [Member] | |||
Legacy Shareholders | 6,769,106 | ||
Common stock, issued | 6,769,106 | ||
2014 Convertible Promissory Notes [Member] | IPO [Member] | |||
Debt conversion, shares issued | 552,105 | ||
Units [Member] | IPO [Member] | |||
Issued in connection with the IPO | 1,650,000 | 1,650,000 | |
Units [Member] | 2014 Convertible Promissory Notes [Member] | |||
Debt conversion, shares issued | 552,105 | ||
Units [Member] | 2014 Convertible Promissory Notes [Member] | IPO [Member] | |||
Debt conversion, shares issued | 552,105 | ||
Common Stock [Member] | |||
Issued in connection with the IPO | 1,650,000 | ||
Common stock issued upon conversion of convertible preferred stock | 865,429 | ||
Common Stock [Member] | IPO [Member] | |||
Issued in connection with the IPO | 1,650,000 | ||
Common stock issued upon conversion of convertible preferred stock | 865,429 | 865,429 | |
Common Stock [Member] | 2014 Convertible Promissory Notes [Member] | |||
Common stock issued upon conversion of convertible preferred stock | 552,105 | ||
Common Stock [Member] | 2014 Convertible Promissory Notes [Member] | IPO [Member] | |||
Debt conversion, shares issued | 552,105 | ||
Common Stock [Member] | 2010 and 2012 Convertible Promissory Notes [Member] | |||
Common stock issued upon conversion of convertible preferred stock | 3,165,887 | ||
Common Stock [Member] | 2010 and 2012 Convertible Promissory Notes [Member] | IPO [Member] | |||
Debt conversion, shares issued | 3,165,887 | 3,165,887 |
Capital_Stock_Summary_of_Conve
Capital Stock - Summary of Convertible Preferred Stock (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Class of Stock [Line Items] | ||
Shares Authorized | 1,860,000 | |
Shares Outstanding | 865,429 | |
Series A Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Par Value | $0.00 | $0.00 |
Shares Authorized | 40,000 | 40,000 |
Shares Outstanding | 0 | 31,250 |
Series B Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Par Value | $0.00 | $0.00 |
Shares Authorized | 320,000 | 320,000 |
Shares Outstanding | 0 | 119,140 |
Series C Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Par Value | $0.00 | $0.00 |
Shares Authorized | 1,500,000 | 1,500,000 |
Shares Outstanding | 0 | 715,039 |
Stock_Option_Compensation_Stoc
Stock Option Compensation - Stock Option Plan - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $345,435 | $38,417 |
Number of options exercised | 0 | |
Number of options granted | 926,384 | 0 |
Number of shares, vested | 578,889 | 232,302 |
Weighted-average exercise price | $5.58 | $3.36 |
Weighted-average contractual life | 7 years 5 months 16 days | 3 years 10 months 10 days |
Weighted average grant date fair value per option | $0.66 | $0.10 |
Stock options outstanding, intrinsic value | 20,228 | |
Stock options outstanding, weighted average remaining contractual term | 8 years 8 months 1 day | |
NSO [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of fair market value | 85.00% | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option compensation, description | For individuals holding more than 10% of the voting rights of all classes of stock, the exercise price of an option will not be less than 110% of fair value. | |
Vesting period | 4 years | |
Stock-based compensation expense | 345,435 | 38,417 |
Income tax benefits recognized from stock-based compensation | 0 | 0 |
Number of options granted | 926,384 | |
Future stock-based compensation for unvested employee options granted and outstanding | $539,087 | |
Future stock-based compensation, requisite service period | 3 years 10 months 17 days | |
Minimum [Member] | Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of fair market value | 110.00% | |
Maximum [Member] | Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Contractual term of option | 10 years | |
Maximum [Member] | ISOs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Contractual term of option | 5 years |
Stock_Option_Compensation_Summ
Stock Option Compensation - Summary of Stock Based Compensation Expense (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock compensation expense | $345,435 | $38,417 |
Research & Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock compensation expense | 64,020 | 14,431 |
Sales & Marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock compensation expense | 8,335 | |
General & Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock compensation expense | $273,080 | $23,986 |
Stock_Option_Compensation_Sche
Stock Option Compensation - Schedule of Fair Value of Award Granted Using Black-Scholes Option Pricing Model (Detail) (Stock Options [Member]) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate, minimum | 1.60% |
Risk-free interest rate, maximum | 1.80% |
Volatility, minimum | 43.00% |
Volatility, maximum | 59.00% |
Dividend rate | 0.00% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 5 years 9 months 18 days |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 6 years 1 month 6 days |
Stock_Option_Compensation_Summ1
Stock Option Compensation - Summary of Stock Option Transactions (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Granted | 926,384 | 0 |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Available, Beginning balance | 124,824 | |
Options Available, Granted | -926,384 | |
Options Available, Forfeited | 93,979 | |
Options Available, Ending balance | 606,061 | |
Number of Shares, Outstanding, Beginning balance | 239,606 | |
Number of Shares, Granted | 926,384 | |
Number of Shares, Forfeited | -93,979 | |
Number of Shares, Outstanding, Ending balance | 1,072,011 | |
Average Exercise Price, Beginning balance | 3.36 | |
Average Exercise Price, Granted | 7.15 | |
Average Exercise Price, Forfeited | 6.75 | |
Average Exercise Price, Ending balance | 6.34 | |
Weighted Average Grant Date Fair Value Per Option, Granted | 1.03 | |
Weighted Average Grant Date Fair Value Per Option, Forfeited | 1.03 | |
Stock Options [Member] | 2014 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Available, Authorized | 1,437,165 | |
Stock Options [Member] | Closed 2010 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Available, Expired | -123,523 |
GSK_License_Agreement_Addition
GSK License Agreement - Additional Information (Detail) (GlaxoSmithKline [Member], USD $) | 12 Months Ended |
Dec. 31, 2013 | |
GlaxoSmithKline [Member] | |
Deferred Revenue Arrangement [Line Items] | |
Deferred revenue recognized | $3,000,000 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Income Tax Expense by Applying Statutory U.S. Federal Income Tax Rate to Income Before Income Taxes (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Tax on the loss before income tax expense computed at the federal statutory rate of 34% | ($4,717,063) | ($1,260,190) |
State tax (benefit) at statutory rate, net of federal benefit | -13,020 | 43,265 |
Change in Valuation Allowance | 1,578,347 | 779,869 |
Change in research and development credits | 316,311 | -71,856 |
Change in fair value of warrants | 2,960,766 | |
Other | -125,341 | 508,912 |
Income tax expense | $0 | $0 |
Effective income tax rate | 0.00% | 0.00% |
Income_Taxes_Reconciliation_of1
Income Taxes - Reconciliation of Income Tax Expense by Applying Statutory U.S. Federal Income Tax Rate to Income Before Income Taxes (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Federal statutory rate percentage | 34.00% | 34.00% |
Income_Taxes_Significant_Compo
Income Taxes - Significant Components of Company's Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Deferred Tax Assets: | ||
Accruals | $71,953 | $36,571 |
Non-Current Deferred Tax Assets: | ||
Net Operating Loss Carryforwards | 22,125,807 | 20,124,059 |
Research and development credits | 1,345,833 | 1,792,798 |
Intangible Assets | 46,784 | 48,733 |
Fixed Assets | -10,505 | -636 |
Total Non-Current Deferred Tax Assets | 23,507,919 | 21,964,954 |
Total Deferred Tax Assets | 23,579,872 | 22,001,525 |
Valuation Allowance | -23,579,872 | -22,001,525 |
Net Deferred Tax Assets | $0 | $0 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Contingency [Line Items] | ||
Increase in the valuation allowance | $1,578,347 | |
Net operating loss carry-forwards federal | 56,626,541 | |
Net operating loss carry-forwards state | 49,238,708 | |
Federal research and development tax credits | 1,298,450 | |
State research and development tax credits | 945,710 | |
Federal research and development tax credits expiration year | 2024 | |
Unrecognized tax benefits impacting effective tax rate | 0 | 0 |
Unrecognized tax benefit offset by change in valuation allowance | $673,248 | |
Income tax examination, description | In the U.S. federal jurisdiction, tax years 1999 forward remain open to examination, and in the state tax jurisdiction, years 2004 forward remain open to examination. | |
U.S. Federal Jurisdiction [Member] | ||
Income Tax Contingency [Line Items] | ||
Federal and state net operating loss carry-forwards, expiring year | 2019 | |
Open tax year | 1999 | |
State Tax Jurisdiction [Member] | ||
Income Tax Contingency [Line Items] | ||
Federal and state net operating loss carry-forwards, expiring year | 2015 | |
Open tax year | 2004 |
Income_Taxes_Summary_of_Gross_
Income Taxes - Summary of Gross Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $0 | |
Increase related to prior year tax positions | 628,383 | |
Decreases related to prior year tax positions | 0 | 0 |
Increase related to Current year tax positions | 44,864 | |
Decreases related to current year tax positions | 0 | 0 |
Ending Balance | $673,247 | $0 |
Defined_Contribution_Plan_Addi
Defined Contribution Plan - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined contribution plan description | The Company sponsors a 401(k) Plan, which stipulates that eligible employees can elect to contribute to the 401(k) Plan, subject to certain limitations of eligible compensation. The Company may match employee contributions in amounts to be determined at the Company's sole discretion. To date, the Company has not made any matching contributions. |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 0 Months Ended | |||
Mar. 05, 2015 | Feb. 02, 2015 | Jan. 09, 2015 | Dec. 31, 2014 | |
Subsequent Event [Line Items] | ||||
Monthly lease payments | $18,000 | |||
Subsequent event [Member] | ||||
Subsequent Event [Line Items] | ||||
Gifts to charitable organization | 210,000 | |||
Lease agreement, date | 2018-06 | |||
Monthly lease payments | 21,719 | |||
Lease payment, description | The amendment provides for monthly lease payments of $21,719 for the first year starting in June 2015, with modest increases in the following two years. | |||
Warrants exercisable date | 5-Mar-15 | |||
Subsequent event [Member] | Series B Warrant Liability [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares purchased on exercise of warrants | 589,510 | |||
Exercise price of warrants exercised | 6.5 | |||
Gross proceeds upon exercise of warrants | 3,800,000 | |||
Subsequent event [Member] | Series C Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares purchased on exercise of warrants | 589,510 | |||
Exercise price of warrants exercised | 6.25 | |||
Warrants expiry date | 5-Mar-20 |