Soleno Therapeutics (SLNO) 10-Q 12 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 01, 2015
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3
Trading Symbol	CAPN
Entity Registrant Name	Capnia, Inc.
Entity Central Index Key	1,484,565
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		12,367,307

Condensed Balance Sheets

Condensed Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Current assets
Cash and cash equivalents	$ 4,720	$ 7,957
Accounts receivable	94
Restricted cash	111	20
Inventory	376	109
Prepaid expenses and other current assets	225	252
Total current assets	5,526	8,338
Long-term assets
Property and equipment, net	98	58
Goodwill	718
Other intangible assets, net	946
Total assets	7,288	8,396
Current liabilities
Accounts payable	953	987
Accrued compensation and other current liabilities	1,224	201
Series B warrant liability	3,851
Line of credit and accrued interest		102
Total current liabilities	6,028	1,290
Long-term liabilities
Other liabilities	151
Total long-term liabilities	2,551	18,296
Total liabilities	8,579	19,586
Stockholders' deficit
Common stock, $0.001 par value, 100,000,000 shares authorized at September 30, 2015 and December 31, 2014; 12,318,508 and 6,769,106 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively	12	7
Additional paid-in-capital (see Note 4)	82,099	59,141
Accumulated deficit (see Note 4)	(83,402)	(70,338)
Total stockholders' deficit	(1,291)	(11,190)
Total liabilities and stockholders' deficit	7,288	8,396
Series A Warrant Liability [Member]
Long-term liabilities
Warrant liability	1,819	857
Series B Warrant Liability [Member]
Long-term liabilities
Warrant liability		$ 17,439
Series C Warrant Liability [Member]
Long-term liabilities
Warrant liability	$ 581

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	12,318,508	6,769,106
Common stock, shares outstanding	12,318,508	6,769,106

Condensed Statements of Operati

Condensed Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
Government grant revenue	$ 155		$ 220
Product revenue	92		146
Total revenue	247		366
Cost of product revenue	56		96
Gross profit	191		270
Expenses
Research and development	1,193	$ 717	3,252	$ 1,633
Sales and marketing	467	84	1,239	96
General and administrative	1,714	522	4,432	1,585
Total expenses	3,374	1,323	8,923	3,314
Operating loss	(3,183)	(1,323)	(8,653)	(3,314)
Interest and other income (expense)
Interest expense, net		(752)	(1)	(1,810)
Change in fair value of warrants liabilities	73	(318)	(1,177)	(895)
Other expense	(183)		(183)
Inducement charge for Series C warrants			(3,050)
Other income (expense), net	(110)	(1,070)	(4,411)	(2,705)
Net loss	$ (3,293)	$ (2,393)	$ (13,064)	$ (6,019)
Basic and diluted net loss per common share	$ (0.33)	$ (4.47)	$ (1.60)	$ (11.24)
Weighted-average common shares outstanding used to calculate basic and diluted net loss per common share	10,040,079	535,685	8,178,897	535,685

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities:
Net loss	$ (13,064)	$ (6,019)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	48	20
Stock-based compensation expense	746	21
Amortization of intangible assets	11
Loss on disposition of property and equipment		8
Change in fair value of preferred stock warrants		888
Change in fair value of common stock warrants	1,177
Inducement charge for Series C warrants	3,050
Non-cash expense of issuing shares to Aspire Capital	183
Non-cash interest expense relating to warrants and convertible promissory notes		1,811
Change in operating assets and liabilities:
Accounts receivable	(94)	112
Inventories	(267)
Prepaid expenses and other assets	27	(101)
Accounts payable	542	103
Accrued liabilities	720	229
Net cash used in operating activities	(6,921)	(2,928)
Cash flows from investing activities:
Cash paid for purchase of assets of NeoForce Group, Inc.	(1,000)
Increase in restricted cash	(91)
Cash paid for patent acquisition	(150)
Purchase of property and equipment	(48)
Net cash (used in) provided by investing activities	(1,289)
Cash flows from financing activities:
Proceeds from issuance of common stock	1,434
Proceeds from exercise of common stock options	294
Proceeds from issuance of convertible notes payable		1,999
Initial public offering costs paid	(530)	(276)
Repayment of credit line	(102)
Net cash provided by financing activities	4,973	1,723
Net increase (decrease) in cash and cash equivalents	(3,237)	(1,205)
Cash and cash equivalents, beginning of period	7,957	1,269
Cash and cash equivalents, end of period	4,720	$ 64
Supplemental disclosures of noncash investing and financing information
Patent costs included in Accrued liabilities	300
Reduction in initial public offering costs payable	45
Cashless exercise of 2010/2012 warrants	13
Issuance of 50,000 shares of Common Stock as consideration for patent acquisition	112
Series A Warrant Liability [Member]
Cash flows from financing activities:
Proceeds from exercise of warrants	156
Series A Warrant Liability [Member] | Cash Exercise [Member]
Supplemental disclosures of noncash investing and financing information
De-recognition warrant liability	42
Private Placement Series B Warrants [Member]
Cash flows from financing activities:
Proceeds from exercise of warrants	3,832
Tender Offer Series B Warrants [Member]
Cash flows from financing activities:
Proceeds from exercise of warrants	6
Other Series B Warrants [Member]
Cash flows from financing activities:
Proceeds from exercise of warrants	189
Series B Warrant Liability [Member]
Cash flows from financing activities:
Series B warrant transaction costs paid	(306)
Supplemental disclosures of noncash investing and financing information
De-recognition warrant liability	9,500
Series B Warrant Liability [Member] | Cash Exercise [Member]
Supplemental disclosures of noncash investing and financing information
De-recognition warrant liability	6,747
Series B Warrant Liability [Member] | Cash Less Exercise [Member]
Supplemental disclosures of noncash investing and financing information
De-recognition warrant liability	9,475
Series B Warrant Liability [Member] | Warrants contributed back to the Company [Member]
Supplemental disclosures of noncash investing and financing information
De-recognition warrant liability	$ 3

Condensed Statements of Cash F6

Condensed Statements of Cash Flows (Parenthetical)	9 Months Ended
	Sep. 30, 2015shares
Statement of Cash Flows [Abstract]
Issuance of Common Stock to BDDI, Shares	50,000

Description of Business

Description of Business	9 Months Ended
	Sep. 30, 2015
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 and commercializes neonatology devices and diagnostics. The Company also has a therapeutics platform based on its proprietary technology for precision metering of gas flow. On September 2, 2015, the Company established NeoForce, Inc., or NFI, a wholly owned subsidiary incorporated in the State of Delaware. On September 8, 2015 (the “Closing Date”), NFI, acquired substantially all of the assets of an unrelated privately held company NeoForce Group, Inc., or NeoForce Group, in exchange for an upfront cash payment of $1.0 million and royalties on future sales (see Note 12). NeoForce Group developed innovative pulmonary resuscitation solutions for the inpatient and ambulatory neonatal markets that the Company is now marketing through NFI. On April 27, 2015, the Company established Capnia UK Limited, a wholly owned foreign subsidiary in the United Kingdom. There have been no significant activities for this entity during the three and nine months ended September 30, 2015. The Company’s first diagnostic product, CoSense ®

Liquidity, Financial Condition

Liquidity, Financial Condition and Management's Plans	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Liquidity, Financial Condition and Management's Plans	Note 2. Liquidity, Financial Condition and Management’s Plans The Company had a net loss of $3.3 million for the quarter ended September 30, 2015 and has an accumulated deficit of approximately $83.4 million at September 30, 2015 from having incurred losses since its inception. The Company has approximately $0.5 million of deficit in working capital at September 30, 2015 ($3.4 million of positive working capital when excluding the Series B warrant liability) and used approximately $6.9 million of cash in its operating activities during the nine months ended September 30, 2015. The Company has financed its operations principally through issuances of debt and equity securities. The Company completed its initial public offering (“IPO”) on November 18, 2014 upon the issuance of 1,650,000 units, each of which consisted of one share of Common Stock, one Series A Warrant and one Series B Warrant, at an offering price of $6.50 per unit and received net proceeds of $8.0 million, after deducting underwriting discounts and commissions and IPO related expenses. The Series A Warrants are registered securities that are freely tradable on the NASDAQ. The Series B Warrants have variable settlement provisions (see Note 6). On March 5, 2015 the Company received approximately $3.8 million as a result of Series B Warrant holders exercising warrants to purchase shares of the Company’s Common Stock (the “Private Transaction”). In addition, on March 6, 2015 the Company received approximately $0.2 million as a result of Series A Warrant holders exercising warrants to purchase shares of the Company’s Common Stock. During the nine months ended September 30, 2015 the Company received $0.3 million from the exercise of stock options. On July 24, 2015, the Company entered into a Common Stock purchase agreement with Aspire Capital Fund, LLC, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $10.0 million in value of shares of the Company’s Common Stock over the 24-month term of the Aspire Purchase Agreement (as defined below) (see Note 8). During the quarter ended September 30, 2015, the Company issued an aggregate of 506,585 shares of Common Stock to Aspire Capital in exchange for approximately $1.4 million. On October 12, 2015, the Company entered into a Securities Purchase Agreement (the “Sabby Purchase Agreement”) with funds managed by Sabby Management, LLC, to purchase up to $10 million worth of Series A Convertible Preferred Stock (the “Preferred Stock”). The sale of the Preferred Stock is expected to take place in two separate closings. Upon the first closing, which closed on October 15, 2015, the Company received proceeds of approximately $4.0 million, net of $0.5 million in estimated expenses (see Note 13). Management believes that the Company has sufficient capital resources to sustain operations through at least the next twelve months from the date of this filing.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated 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”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The condensed balance sheet at December 31, 2014 has been derived from the audited financial statements at that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly its financial position as of September 30, 2015 and results of its operations for the three and nine months ended September 30, 2015 and 2014, and cash flows for the nine months ended September 30, 2015 and 2014. The interim results are not necessarily indicative of the results for any future interim period or for the entire year. Certain prior period amounts have been reclassified to conform to current period presentation. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2014 included in the Company’s Form 10-K. Principles of Consolidation The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of consolidated 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, the valuation of debt and equity instruments, stock-based compensation, value and life of acquired intangibles and allowances for accounts receivable and inventory. 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 September 30, 2015 and December 31, 2014. The Company expects this to continue. Cash and Cash Equivalents The Company considers all highly liquid investments, including its money market fund, 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. Inventory Inventory as of December 31, 2014 consisted of raw materials to be used in the manufacture of CoSense monitors and single-use Precision Sampling Sets. As of September 30, 2015, the Company’s inventory includes approximately $159,000 of raw material, $159,000 of work-in-process and $58,000 in finished goods. Inventory is stated at the lower of cost or market under the first-in, first-out (FIFO) method. Patent On June 30, 2015, the Company entered into an amendment of the BDDI Asset Purchase Agreement (the “BDDI Amending Agreement”), under which the Company committed to pay aggregate cash payments of $450,000 and issued 40,000 shares of Common Stock to an affiliate of BDDI. With respect to the aggregate cash payments of $450,000, the Company paid an affiliate of BDDI an initial sum of $150,000 on July 1, 2015, and is obligated to pay $100,000 on each of the six, twelve and eighteen-month anniversaries of the signing of the amended agreement. The $300,000 payable under this agreement has been included in Accrued compensation and other current liabilities on the balance sheet. On July 24, 2015, the Company issued 40,000 shares to an affiliate of BDDI. Under the original Asset Purchase Agreement dated June 11, 2010, the Company purchased a patent for Breath End Tidal Gas Monitor. The patent was issued on June 19, 2003 and expires on August 1, 2027. The Company has capitalized the fair value of the patent purchased as an intangible asset on its consolidated balance sheet, and is amortizing the fair value over the remaining useful life of the patent. In July 2015, the Company also entered into a consulting agreement with an affiliate of BDDI. As part of this consulting agreement the Company issued 10,000 shares to the affiliate of BDDI. Business Combinations For business combinations the Company utilizes the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The Company recognizes separately from goodwill the fair value of assets acquired and the liabilities assumed. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the acquisition date fair values of the assets acquired and liabilities assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may retroactively record adjustments to the fair value of the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value. Intangible Assets Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, which range in term from 5 to 12 years. The useful life of the intangible asset is evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining useful life. Intangible assets consist of the following at September 30, 2015 (in thousands): Accumulated Useful Lives Amount Amortization Net Amount (years) Patents and trademarks $ 697 $ (11 ) $ 686 5-12 Customer contracts 260 — 260 10 Goodwill The Company tests its goodwill for impairment annually, or whenever events or changes in circumstances indicate an impairment may have occurred, by comparing its reporting unit’s carrying value to its implied fair value. Impairment may result from, among other things, deterioration in the performance of the acquired business, adverse market conditions, adverse changes in applicable laws or regulations and a variety of other circumstances. If the Company determines that an impairment has occurred, it is required to record a write-down of the carrying value and charge the impairment as an operating expense in the period the determination is made. In evaluating the recoverability of the carrying value of goodwill the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the acquired assets. Changes in strategy or market conditions could significantly impact those judgments in the future and require an adjustment to the recorded balances. There was no impairment of goodwill for the nine month period ended September 30, 2015. Such goodwill is not deductible for tax purposes and represents the value placed on entering new markets and expanding market share. Revenue Recognition The Company began recognizing sales of CoSense during the three months ended March 31, 2015. In addition, the Company began recognizing sales of NFI pulmonary resuscitation products during the three months ended September 30, 2015. The Company recognizes revenue when all of the following criteria are met: • persuasive evidence of an arrangement exists; • the sales price is fixed or determinable; • collection of the relevant receivable is probable at the time of sale; and • delivery has occurred or services have been rendered. For a majority of sales, where the Company delivers its product to hospitals or medical facilities, the Company recognizes revenue upon delivery, which represents satisfaction of the required revenue recognition criteria. The Company does not offer rights of return or price protection and it has no post-delivery obligations. The Company has a limited one-year warranty to most customers. Estimated warranty obligations are recorded at the time of sale and to date, warranty costs have been insignificant. The Company recognizes revenue related to a government grant awarded during the nine months ended September 30, 2015. Government grants provide funds for certain types of expenditures in connection with research and development activities over a contractually defined period. Revenue related to government grants is recognized in the period during which the related costs are incurred and the related services are rendered, provided that the applicable performance obligations under the government grants have been met. Funds received under government grants are recorded as revenue if the Company is deemed to be the principal participant in the contract arrangements because the activities under the contracts are part of the Company’s development programs. If the Company is not the principal participant, the funds from government grants are recorded as a reduction to research and development expense. Funds received from government grants are not refundable and are recognized when the related qualified research and development expenses are incurred and when there is reasonable assurance that the funds will be received. 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. Research and development costs include costs of $220,000 incurred and reimbursed under the government grant awarded in the nine months ended September 30, 2015. 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. Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies Common Stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that certain freestanding derivatives, which principally consist of Series A, Series B, and Series C warrants to purchase Common Stock, do not satisfy the criteria for classification as equity instruments due to the existence of certain cash settlement features that are not within the sole control of the Company or variable settlement provision that cause them to not be indexed to the Company’s own stock. 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 us 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. In April 2015, the Financial Accounting Standards Board (FASB) issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Revenue Recognition In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern 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.

Revision of Prior Year Financia

Revision of Prior Year Financial Statements	9 Months Ended
	Sep. 30, 2015
Accounting Changes and Error Corrections [Abstract]
Revision of Prior Year Financial Statements	Note 4. Revision of Prior Year Financial Statements It was determined during the preparation of the first quarter 2015 interim financial statements that the Series A Warrant Agreement contained provisions that if, at any time while the Series A Warrants are outstanding, the Company enters into a “Fundamental Transaction” (as defined in the Series A Warrant Agreement), which includes, but is not limited to, a purchase offer, tender offer or exchange offer, a stock or share purchase agreement or other business combination including, without limitation, a reorganization, recapitalization, spin-off or other scheme of arrangement), then each registered holder of outstanding Series A Warrants as at any time prior to the consummation of the Fundamental Transaction, may elect and require the Company to purchase the Series A Warrants held by such person immediately prior to the consummation of such Fundamental Transaction by making a cash payment in an amount equal to the Black Scholes Value of the remaining unexercised portion of such registered holder’s Series A Warrants. The Company determined that upon issuance in November 2014 the Series A Warrants should have been classified as a liability, with any changes in the fair value of the warrants between November 2014 and December 31, 2014 being recorded in other income (expense) in the statement of operations. Management has evaluated the effect of the error and determined that it is immaterial to the Company’s financial position and results of operations for the year ended December 31, 2014 and, therefore, amendment of the previously filed annual report on Form 10-K is not considered necessary. However, if the adjustments to correct the cumulative errors had been recorded in the first quarter of 2015, management believes the impact would have been significant to the first quarter and would impact comparisons to prior periods. In accordance with guidelines issued in Staff Accounting Bulletin No. 108, the Company recorded adjustments in the current year’s beginning additional paid in capital, long term liabilities and accumulated deficit accounts to correct this error. The Company has also revised in this current Form 10-Q filing, and plan to revise in future filings of our Form 10-K, the previously reported annual financial statements for 2014 on Form 10-K for these amounts. The following table sets forth the revised prior period balances reported in the Company’s comparative financial statements as if adjustments had been made: (in thousands except per share data) Previously reported Adjustment Revised Balance sheet items at December 31, 2014: Current liabilities $ 1,290 $ — $ 1,290 Series A warrant liability — 857 857 Series B warrant liability 17,439 — 17,439 Total liabilities 18,729 857 19,586 Additional paid-in capital 60,636 (1,494 ) 59,141 Accumulated deficit (70,975 ) 637 (70,338 ) Total stockholders’ deficit (10,333 ) (857 ) (11,190 ) Liabilities and stockholders’ deficit $ 8,396 $ — $ 8,396 (in thousands except per share data) Previously reported Adjustment Revised Statement of operations items for the year ended December 31, 2014 Other income (expense) $ (4,585 ) $ 637 $ (3,949 ) Net loss $ (13,875 ) $ 637 (13,238 ) Basic and diluted net loss per common share $ (10.92 ) $ 0.50 (10.42 )

Fair Value of Financial Instrum

Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 2015
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	Note 5. Fair Value of Financial Instruments The carrying value of the Company’s cash and cash equivalents, restricted cash, accounts receivable, 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 line of credit approximates 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 (in thousands): Fair Value Measurements at December 31, 2014 (revised) Total Level 1 Level 2 Level 3 Assets Money market fund $ 7,892 $ 7,892 $ — $ — Liabilities Series A warrant liability $ 857 $ 857 $ — $ — Series B warrant liability 17,439 — — 17,439 Total common stock warrant liability $ 18,296 $ 857 $ — $ 17,439 Fair Value Measurements at September 30, 2015 Total Level 1 Level 2 Level 3 Assets Money market fund $ 3,798 $ 3,798 $ — $ — Liabilities Series A warrant liability $ 1,819 $ 1,819 — — Series B warrant liability 3,851 — — 3,851 Series C warrant liability 581 — — 581 Total common stock warrant liability $ 6,251 $ 1,819 $ — $ 4,432 The Series A Warrant is a registered security that trades on the open market. The fair value of the Series A Warrant liability is based on the publicly quoted trading price of the warrants which is listed on and obtained from NASDAQ. Accordingly, the Series A Warrants are a Level 1 measurement. The fair value measurements of the Series B and Series C Warrants are based on significant inputs that are unobservable 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. Key assumptions include the volatility of the Company’s stock, the expected warrant term, expected dividend yield and risk-free interest rates (see Note 6). The Company’s estimated fair value of the Series C Warrant liability is calculated using the Black-Scholes valuation model. Key assumptions include the volatility of the Company’s stock, the expected warrant term, expected dividend yield and risk-free interest rates (see Note 6). The Level 3 estimates are based, in part, on subjective assumptions. 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. The following table sets forth a summary of the changes in the fair value of the Company’s Level 1 and Level 3 financial instruments, which are treated as liabilities, as follows: Series A Warrant Series B Warrant Series C Warrant Number of Warrants Liability Number of Warrants Liability Number of Warrants Liability (in thousands) (in thousands) (in thousands) Balance at December 31, 2014 (revised) 2,449,605 $ 857 2,449,605 $ 17,439 — $ — Change in value of Series A Warrants — 1,004 — — — — De-recognition of Series A Warrant liability upon exercise (24,000 ) (42 ) — — — — De-recognition of Series B Warrant liability upon cash exercise of 589,510 warrants in Private Transaction (589,510 shares issued) — — (589,510 ) (6,430 ) — — De-recognition of Series B Warrant liability for other cash exercises of 29,097 warrants (29,097 shares issued) — — (29,097 ) (317 ) — — De-recognition of Series B Warrant liability upon cashless exercise of 1,302,052 warrants (4,180,159 shares issued) — — (1,302,052 ) (9,475 ) — — De-recognition of Series B Warrant liability upon contribution of 468 warrants back to the Company — — (468 ) (3 ) — — Change in value of Series B Warrants — — — 2,643 — — Record Series C Warrant Liability (Private Transaction) — — — — 589,510 3,050 Record Series C Warrant Liability and de-recognition of Series B Warrant liability upon cash exercise of 905 warrants (905 shares issued) in the tender offer — — (905 ) (6 ) 905 1 Change in value of Series C Warrants — — — — — (2,470 ) Balance at September 30, 2015 2,425,605 $ 1,819 527,573 $ 3,851 590,415 $ 581

Warrant Liabilities

Warrant Liabilities	9 Months Ended
	Sep. 30, 2015
Text Block [Abstract]
Warrant Liabilities	Note 6. Warrant Liabilities Warrants terms The Company has issued Series A Warrants, Series B Warrants and Series C Warrants (the “Warrants”). The Company’s Series A, Series B, and Series C Warrants contain standard anti-dilution provisions for stock dividends, stock splits, subdivisions, combinations and similar types of recapitalization events. They also contain a cashless exercise feature that provides for their net share settlement at the option of the holder in the event that there is no effective registration statement covering the continuous offer and sale of the warrants and underlying shares. The Company is required to comply with certain requirement to cause or maintain the effectiveness of a registration statement for the offer and sale of these securities. The Warrant contracts further provide for the payment of liquidated damages at an amount per month equal to 1% of the aggregate VWAP of the shares into which each Warrant is convertible into in the event that the Company is unable to maintain the effectiveness of a registration statement as described herein. The Company evaluated the registration payment arrangement stipulated in the terms of these securities and determined that it is probable that the Company will maintain an effective registration statement and has therefore not allocated any portion of the IPO or Private Transaction proceeds to the registration payment arrangement. The Warrants also contain a fundamental transactions provision that permits their settlement in cash at fair value at the option of the holder upon the occurrence of a change in control. Such change in control events include tender offers or hostile takeovers, which are not within the sole control of the Company as the issuer of these warrants. Accordingly, the warrants are considered to have a cash settlement feature that precludes their classification as equity instruments. Settlement at fair value upon the occurrence of a fundamental transaction would be computed using the Black Scholes Option Pricing Model. Accounting Treatment The Company accounts for the Warrants in accordance with the guidance in ASC 815 Derivatives and Hedging Additionally, the terms of the Series B Warrants do not explicitly limit the potential number of shares, thereby the exercise of the Series 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. The Company classified the Series A, Series B, and C Warrants as liabilities at their fair value 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. Under ASC 815-40-35, the Company adopted a sequencing policy that reclassifies contracts, with the exception of stock options, from equity to assets or liabilities for those with the latest inception date first. Future issuance of securities will be evaluated as to reclassification as a liability under our 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, we have evaluated that we have a sufficient number of authorized and unissued shares as September 30, 2015, to settle all existing commitments. Series A Warrants The Company has issued 2,449,605 Series A Warrants to purchase shares of its Common Stock at an exercise price of $6.50 per share in connection with the IPO unit offering described in Note 2. The Series A Warrants are exercisable at any time prior to the expiration of the five-year term on November 12, 2019. Upon the completion of the IPO, the Series A warrants started trading on the NASDAQ under the symbol CAPNW. As the warrants are publicly traded, the Company uses the closing price on the measurement date to determine the fair value of these warrants. During the quarter ended March 31, 2015, a total of 24,000 Series A Warrants were exercised. As of September 30, 2015, the fair value of the 2,425,605 outstanding Series A warrants was approximately $1.8 million, and the decrease of $0.32 million in fair value during the three months ended September 30, 2015 was recorded as other income in the statement of operations. Series B Warrants The Company has issued 2,449,605 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 (expiration date), 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 result is an inverse relationship between the fair value of the shares and the number of shares issuable. As of December 31, 2014 and September 30, 2015 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 the 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: September 30, 2015 December 31, 2014 Volatility 90 % 87 % Expected Term (years) 0.27 1.1 Expected dividend yield 0.0 % 0.0 % Risk-free rate 0.26 % 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 December 31, 2014 and September 30, 2015 the outstanding Series B Warrants and fair market values were: Number of Warrants at December 31, 2014 Fair Value at December 31, 2014 (in thousands) Number of Warrants at September 30, 2015 Fair Value at September 30, 2015 (in thousands) 2,449,605 $17,439 527,573 $3,851 The decrease in carrying amount of the Series B Warrants for the nine months ended September 30, 2015 was $13,588 million, of which $0.58 million was attributed to the change in fair value of the warrant liability during the three months ended September 30, 2015 and was recorded as other expense in the consolidated statement of operations. Factors contributing to the change in fair value of the warrants include the trading price of the Common Stock and term remaining to expiration of the warrants. During the three and nine months ended September 30, 2015, certain holders of Series B warrants cashless exercised a total of 1,085,722 and 1,302,052 warrants, respectively resulting in the issuance of 4,093,952 and 4,180,159 shares of Common Stock, respectively and the derecognition of approximately $7.8 million and $9.5 million, respectively for the three and nine months ended September 30, 2015 in Series B Warrant liability, which was recorded as additional paid-in capital. Series C Warrants On March 5, 2015, the Company entered into separate agreements with certain Series B Warrant holders, 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 the de-recognition of $6.7 million of Series B warrant liability and gross proceeds to the Company of approximately $3.8 million based on the exercise price of the Series B warrants. 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 is exercisable at $6.25 per share and will expire on March 5, 2020. The Company has calculated the fair value of the Series C warrants using a Black-Scholes pricing model, which requires the input of highly subjective assumptions including the expected stock price volatility. The Company used the following inputs: September 30, 2015 March 5, 2015 Volatility 90 % 86 % Expected Term (years) 4.42 5.00 Expected dividend yield 0.0 % 0.0 % Risk-free rate 1.35 % 1.35 % In April 2015, the Company issued a tender offer to the remaining holders of Series B warrants to induce the holders to cash exercise the outstanding Series B warrants in exchange for new Series C Warrants with an exercise price of $6.25 per share that expire on March 4, 2020. The tender offer was extended to warrant holders under a registration statement filed with the SEC on Form S-4, which was declared effective on June 25, 2015 and expired on July 24, 2015. During July 2015, certain Series B warrant holder(s) tendered their Series B Warrants under the tender offer, which resulted in the issuance of 905 shares of Capnia Common Stock, the issuance of 905 Series C Warrants and proceeds to the Company of $5,882. The new Series C Warrants are exercisable into 590,415 shares of the Company’s Common Stock. As of September 30, 2015, the fair value of the Series C Warrants was determined to be $0.6 million. The decline in the fair value of the warrants of $0.34 million in the quarter ended September 30, 2015 was recorded as other income in the consolidated statement of operations.

Credit Facility

Credit Facility	9 Months Ended
	Sep. 30, 2015
Text Block [Abstract]
Credit Facility	Note 7. Credit Facility 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 their 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. During the three months ended March 31, 2015, the Company repaid the outstanding amounts borrowed under the line of credit.

Common Stock Purchase Agreement

Common Stock Purchase Agreement	9 Months Ended
	Sep. 30, 2015
Text Block [Abstract]
Common Stock Purchase Agreement	Note 8. Common Stock Purchase Agreement On July 24, 2015, the Company entered into a Common Stock purchase agreement (the “Aspire Purchase Agreement”) with Aspire Capital Fund, LLC, an Illinois limited liability company (“Aspire Capital”) which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $10.0 million in value of shares of the Company’s Common Stock over the 24-month term of the Aspire Purchase Agreement. Concurrently with entering into the Purchase Agreement, the Company also entered into a registration rights agreement with Aspire Capital, in which the Company agreed to file one or more registration statements, as permissible and necessary to register under the Securities Act of 1933, as amended, registering the sale of the shares of the Company’s Common Stock that have been and may be issued to Aspire Capital under the Aspire Purchase Agreement. The SEC declared the registration statement filed by the Company effective on August 13, 2015. Under the Aspire Purchase Agreement on any trading day selected by the Company, the Company has the right, in its sole discretion, to present Aspire Capital with a purchase notice, directing Aspire Capital (as principal) to purchase up to 75,000 shares of the Company’s common stock per business day, up to $10.0 million of the Company’s Common Stock. During the quarter ended September 30, 2015, the Company issued an aggregate of 506,585 shares of Common Stock to Aspire Capital in exchange for approximately $1.4 million.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 9. Commitments and Contingencies Facility Leases On July 1, 2015 the Company executed a new four year non-cancelable operating lease agreement for 8,171 square feet of office space for its headquarters facility. The lease agreement provides for monthly lease payments of $23,300 beginning in September of 2015, with increases in the following three years. An additional 5,265 square feet of office space will become part of the new lease agreement on March 1, 2016. The Company leases office space under a non-cancelable operating lease agreement which was set to expire in May 2015. On February 2, 2015, the Company signed an amendment to its lease agreement, extending the lease through June 2018. The amendment provides for monthly lease payments of $22,000 beginning in June 2015, with increases in the following two years. The Company plans to sublease this facility as soon as feasible. Rent expense was $177,000 and $221,000 during the nine months ended September 30, 2014 and 2015, respectively. Rent expense was $56,000 and $83,000 during the three months ended September 30, 2014 and 2015, respectively. Contingencies In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. In 2010 the Company entered into an Asset Purchase Agreement (the “BDDI Asset Purchase Agreement”) with BioMedical Drug Development, Inc. (“BDDI”). Pursuant to the BDDI Asset Purchase 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 was 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. During fiscal 2013 and 2014, the Company made no payments and incurred no liabilities in connection with the agreement, and there were no outstanding payments due as of December 31, 2014. On June 30, 2015, the Company entered into an amendment of the BDDI Asset Purchase Agreement (the “BDDI Amending Agreement”), under which the Company committed to pay aggregate cash payments of $450,000 and issue 40,000 shares of Common Stock to an affiliate of BDDI, valued at $112,000 based on closing price of the Common Stock on June 30, 2015. With respect to the aggregate cash payments of $450,000, the Company paid an affiliate of BDDI an initial sum of $150,000 on July 1, 2015, and is obligated to pay $100,000 on each of the six , twelve and eighteen-month anniversaries of the signing of the amended agreement. In addition, on July 1, 2015, the Company issued 40,000 shares of Common Stock to an affiliate of BDDI. Under the original Asset Purchase Agreement dated June 11, 2010, the Company purchased a patent for Breath End Tidal Gas Monitor. The patent was issued on June 19, 2003 and expires on August 1, 2027. The Company has capitalized the cost of the patent purchased as an intangible asset on its consolidated balance sheet, and is amortizing the cost over the remaining useful life of the patent.

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
Stockholders' Deficit	Note 10. Stockholders’ Deficit 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. Stock compensation expense was recognized as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2014 2015 Research and development $ — $ 27 $ 9 $ 99 Sales and marketing — 17 — 51 General and administrative 5 100 12 596 Total $ 5 $ 144 $ 21 $ 746 The following table summarizes stock option transactions as issued under the Plans: Options Available Number of Shares Average Exercise Price Balances, December 31, 2014 606,061 1,072,011 $ 6.34 Authorized 270,764 Granted (945,713 ) 945,713 $ 3.09 Exercised — (83,848 ) $ 3.50 Forfeited 70,705 (70,705 ) $ 4.58 Balances, September 30, 2015 1,817 1,863,171 $ 4.87 Future stock-based compensation for unvested employee options granted and outstanding as of September 30, 2015 is approximately $1.7 million and is expected to be recognized over the remaining requisite service period of 3.44 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. 2014 Employee Stock Purchase Plan Our board of directors and stockholders have adopted the 2014 Employee Stock Purchase Plan, or the ESPP. The ESPP has become effective, and our board of directors will implement commencement of offers thereunder in its discretion. A total of 139,839 shares of our Common Stock has been made available for sale under the ESPP. In addition, our ESPP provides for annual increases in the number of shares available for issuance under the plan on the first day of each year beginning in the year following the initial date that our board of directors authorizes commencement, equal to the least of: • 1.0% of the outstanding shares of our Common Stock on the first day of such year; • 279,680 shares; or • such amount as determined by our board of directors. As of September 30, 2015 there were no purchases by employees under this plan. Common Stock Warrants As of September 30, 2015, the Company had 480,147 Common Stock warrants outstanding from the 2010/2012 convertible notes. During the first quarter of 2015, 43,720 Common Stock warrants were cashless exercised resulting in the issuance of 13,407 shares of the Company’s Common Stock. The Company also has outstanding 9,259 Common Stock warrants issued in 2009 and 82,500 Common Stock warrants issued to the underwriter in our IPO.

Net loss per share

Net loss per share	9 Months Ended
	Sep. 30, 2015
Earnings Per Share [Abstract]
Net loss per share	Note 11. Net loss per share Basic net loss per share is computed by dividing net loss by the weighted-average number of Common Stock actually outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of Common Stock outstanding and dilutive potential Common Stock that would be issued upon the exercise of Common Stock warrants and options. For the three and nine months ended September 30, 2014 and 2015, the effect of issuing the potential common stock is anti-dilutive due to the net losses in those periods and the number of shares used to compute basic and diluted earnings per share are the same in each of 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 three and nine months ended September 30, 2014 and 2015 (in thousands, except per share and share data): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net loss $ (3,293 ) $ (2,393 ) $ (13,064 ) $ (6,019 ) Weighted-average shares used in computing basis and diluted net loss per common share Basic and diluted net loss per common share 10,040,079 535,685 8,178,897 535,685 Basic and diluted net loss per common share $ (0.33 ) $ (4.47 ) $ (1.60 ) $ (11.24 ) 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): As of September 30, 2015 2014 Convertible preferred stock — 865,429 Warrants issued to 2010/2012 convertible note holders to purchase common stock 480,147 — Options to purchase common stock 1,863,171 240,906 Warrants issued in 2009 to purchase common stock 9,259 9,259 Warrants issued to underwriter to purchase common stock 82,500 — Series A warrants to purchase common stock 2,425,605 — Series B warrants to purchase common stock 527,573 — Series C warrants to purchase common stock 590,415 —

NeoForce Group, Inc. Acquisitio

NeoForce Group, Inc. Acquisition	9 Months Ended
	Sep. 30, 2015
Business Combinations [Abstract]
NeoForce Group, Inc. Acquisition	Note 12. NeoForce Group, Inc. Acquisition On September 8, 2015, the Company through its wholly owned subsidiary Neoforce, Inc, acquired substantially all of the assets of NeoForce Group in exchange for an upfront cash payment of $1.0 million. In addition, the Company agreed to pay the former NeoForce shareholder an annual royalty payment for a period of 36 months (“Royalty”) in the low single digits based on net sales of NeoForce Group products that were acquired by the Company. As of September 30, 2015, the Company recorded $1,928 of Royalty payable. The acquisition of NeoForce Group strengthens the Company’s commitment to leveraging technology to address unmet needs in neonatology, which is a high growth segment in the healthcare business. The Company plans to leverage the expertise and hospital relationships of NeoForce Group to accelerate the adoption of CoSense. The transaction has been accounted for as a business combination under the acquisition method of accounting. Accordingly, the tangible assets and identifiable intangible assets acquired and liabilities assumed have been recorded at fair value, with the remaining purchase price recorded as goodwill. The fair values of current assets and liabilities approximated their book value. The fair values of acquired assets and liabilities are based on preliminary cash flow projections and other assumptions. The fair values of acquired intangible assets were determined using several significant unobservable inputs for projected cash flows and a discount rate. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance. The agreement to pay the annual Royalty resulted in the recognition of a contingent consideration, which is recognized at the inception of the transaction, and subsequent changes to estimate of the amounts of contingent consideration to be paid will be recognized as charges or credits in the statement of operations. The fair value of the contingent consideration is based on preliminary cash flow projections, growth in expected product sales and other assumptions. Based on the assumptions, the fair value of the Royalty was determined to be $153,000 at the date of acquisition and at September 30, 2015. The fair value of the royalty was determined by applying the income approach, using several significant unobservable inputs for projected cash flows and a discount rate of 20% commensurate with the Company’s cost of capital and expectation of the revenue growth for products at their life cycle stage. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance. The aggregate purchase price consideration was as follows (in thousands): Cash consideration $ 1,000 Fair value of contingent consideration 153 Total purchase price consideration $ 1,153 The fair values of assets acquired at the transaction date are summarized below: Net tangible assets acquired $ 39 Customer contracts 260 Patents 136 Goodwill 718 Net Assets Acquired $ 1,153 Goodwill is an unidentifiable asset and, as such, can only be measured as a residual. A significant component of the NeoForce goodwill, which did not meet the criteria for separate recognition as an intangible asset was a skilled and assembled workforce. The founder of NeoForce Group, who became the General Manager of Neonatology at the Company, brings 25 years of medical device sales, operations and product development experience at neonatology focused companies. The Company plans to use his expertise and broad relationships with top tier hospitals across the United States to accelerate the adoption of its CoSense ETCO monitor. The Company also expects to achieve synergies in the areas of accounting, informational technology, sales & marketing and other general administration expenses through the combination. The following table presents the unaudited pro forma results of Capnia, Inc. (including the operations of Neoforce Group) for the nine months ended September 30, 2014 and the nine months ended September 30, 2015 (in thousands, except per share amounts). The unaudited pro forma financial information combines the results of operations of Capnia and NeoForce Group as though the companies had been combined as of the beginning of each of the fiscal periods presented. As of September 8, 2015, the date of the acquisition, the results of NFI have been combined with Capnia as a wholly-owned subsidiary. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2014 or 2015. September 30, September 30 2015 2014 Pro forma total revenues $ 928 $ 710 Pro forma net loss $ (13,122 ) $ (6,040 ) Pro forma net loss per share – basic and diluted $ (1.60 ) $ (11.27 ) Pro forma weighted-average shares-basic and diluted 7,243,164 535,685 For the three months ended September 30, 2015, NeoForce, Inc. revenue and net income included in the Company’s Consolidated Operations and Net Loss were $64,000 and $13,000, respectively.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2015
Subsequent Events [Abstract]
Subsequent Events	Note 13. Subsequent Events Subsequent to September 30, 2015, certain shareholders cashless exercised 15,135 Series B Warrants, which resulted in the Company issuing 48,799 shares of Common Stock. On October 12, 2015, the Company entered into the Sabby Purchase Agreement with funds managed by Sabby Management, LLC, to purchase up to $10 million of Preferred Stock together with Series D Warrants to purchase shares of the Company’s Common Stock. The sale of the Preferred Stock is expected to take place in two separate closings. Upon the first closing, which closed on October 15, 2015, the Company received proceeds of approximately $4.0 million, net of $0.5 million in estimated expenses. Upon the successful completion of the second closing (contingent on obtaining shareholder approval to issue greater than 20% of the Company’s Common Stock and the SEC declaring the re-sale registration statement effective before the 90 th Proceeds from this offering will be used to advance the Company’s proprietary therapeutics pipeline, as well as to expand commercial activities related to its neonatology-focused product line. The Series D Warrants have a term of five years from the date of issuance and are non-exercisable until the earlier of shareholder approval of the transaction or six months after issuance, and have an exercise price of $2.46 per share. The Series D Warrants are standard warrants and do not have “make-whole” provisions which were contained in the Company’s Series B Warrants. The majority of the Series B Warrants issued in the Company’s Initial Public Offering have been exercised. The majority of the remaining Series B Warrants are held by Vivo Ventures, who has entered into certain lock-up provisions concerning the selling of the Company’s Common Stock for a period of time, as part of this transaction. The second closing is contingent upon the Company receiving shareholder approval to issue more than 19.99% of its Common Stock and filing a registration statement with the SEC to register for resale the Common Stock issuable upon conversion of the Preferred Stock and the Common Stock exercisable pursuant to the Series D Warrants. Pursuant to the Sabby Purchase Agreement, from October 12, 2015 until ninety days after the date that all securities sold to Sabby may be freely sold without restriction (either as a result of an effective registration statement covering such shares or pursuant to Rule 144), the Company is not able to access any additional funds under the Aspire Purchase Agreement. On October 29, 2015, the Company and Sabby entered into an amendment to the Sabby Purchase Agreement, that provides for a restriction on Sabby’s ability to convert the Series A Preferred Stock into Common Stock until November 20, 2015. In the event that the Company does not obtain stockholder approval for the securities issued to Sabby in excess of 19.99% of our Common Stock before November 20, 2015, then the Company is obligated to repurchase all $4.6 million of shares of Series A Preferred Stock previously issued to Sabby for a repurchase price equal to the original purchase price plus interest at a 12% annualized rate.

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2015
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated 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”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The condensed balance sheet at December 31, 2014 has been derived from the audited financial statements at that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly its financial position as of September 30, 2015 and results of its operations for the three and nine months ended September 30, 2015 and 2014, and cash flows for the nine months ended September 30, 2015 and 2014. The interim results are not necessarily indicative of the results for any future interim period or for the entire year. Certain prior period amounts have been reclassified to conform to current period presentation. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2014 included in the Company’s Form 10-K.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of consolidated 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, the valuation of debt and equity instruments, stock-based compensation, value and life of acquired intangibles and allowances for accounts receivable and inventory.
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 September 30, 2015 and December 31, 2014. The Company expects this to continue.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments, including its money market fund, 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.
Inventory	Inventory Inventory as of December 31, 2014 consisted of raw materials to be used in the manufacture of CoSense monitors and single-use Precision Sampling Sets. As of September 30, 2015, the Company’s inventory includes approximately $159,000 of raw material, $159,000 of work-in-process and $58,000 in finished goods. Inventory is stated at the lower of cost or market under the first-in, first-out (FIFO) method.
Intangible Assets	Intangible Assets Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, which range in term from 5 to 12 years. The useful life of the intangible asset is evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining useful life. Intangible assets consist of the following at September 30, 2015 (in thousands): Accumulated Useful Lives Amount Amortization Net Amount (years) Patents and trademarks $ 697 $ (11 ) $ 686 5-12 Customer contracts 260 — 260 10
Business Combinations	Business Combinations For business combinations the Company utilizes the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The Company recognizes separately from goodwill the fair value of assets acquired and the liabilities assumed. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the acquisition date fair values of the assets acquired and liabilities assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may retroactively record adjustments to the fair value of the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.
Goodwill	Goodwill The Company tests its goodwill for impairment annually, or whenever events or changes in circumstances indicate an impairment may have occurred, by comparing its reporting unit’s carrying value to its implied fair value. Impairment may result from, among other things, deterioration in the performance of the acquired business, adverse market conditions, adverse changes in applicable laws or regulations and a variety of other circumstances. If the Company determines that an impairment has occurred, it is required to record a write-down of the carrying value and charge the impairment as an operating expense in the period the determination is made. In evaluating the recoverability of the carrying value of goodwill the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the acquired assets. Changes in strategy or market conditions could significantly impact those judgments in the future and require an adjustment to the recorded balances. There was no impairment of goodwill for the nine month period ended September 30, 2015. Such goodwill is not deductible for tax purposes and represents the value placed on entering new markets and expanding market share.
Long-Lived Assets	Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value.
Revenue Recognition	Revenue Recognition The Company began recognizing sales of CoSense during the three months ended March 31, 2015. In addition, the Company began recognizing sales of NFI pulmonary resuscitation products during the three months ended September 30, 2015. The Company recognizes revenue when all of the following criteria are met: • persuasive evidence of an arrangement exists; • the sales price is fixed or determinable; • collection of the relevant receivable is probable at the time of sale; and • delivery has occurred or services have been rendered. For a majority of sales, where the Company delivers its product to hospitals or medical facilities, the Company recognizes revenue upon delivery, which represents satisfaction of the required revenue recognition criteria. The Company does not offer rights of return or price protection and it has no post-delivery obligations. The Company has a limited one-year warranty to most customers. Estimated warranty obligations are recorded at the time of sale and to date, warranty costs have been insignificant. The Company recognizes revenue related to a government grant awarded during the nine months ended September 30, 2015. Government grants provide funds for certain types of expenditures in connection with research and development activities over a contractually defined period. Revenue related to government grants is recognized in the period during which the related costs are incurred and the related services are rendered, provided that the applicable performance obligations under the government grants have been met. Funds received under government grants are recorded as revenue if the Company is deemed to be the principal participant in the contract arrangements because the activities under the contracts are part of the Company’s development programs. If the Company is not the principal participant, the funds from government grants are recorded as a reduction to research and development expense. Funds received from government grants are not refundable and are recognized when the related qualified research and development expenses are incurred and when there is reasonable assurance that the funds will be received.
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. Research and development costs include costs of $220,000 incurred and reimbursed under the government grant awarded in the nine months ended September 30, 2015. 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.
Common Stock Purchase Warrants and Other Derivative Financial Instruments	Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies Common Stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that certain freestanding derivatives, which principally consist of Series A, Series B, and Series C warrants to purchase Common Stock, do not satisfy the criteria for classification as equity instruments due to the existence of certain cash settlement features that are not within the sole control of the Company or variable settlement provision that cause them to not be indexed to the Company’s own stock.
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 us 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. In April 2015, the Financial Accounting Standards Board (FASB) issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Revenue Recognition In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern 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.
Patents [Member]
Intangible Assets	Patent On June 30, 2015, the Company entered into an amendment of the BDDI Asset Purchase Agreement (the “BDDI Amending Agreement”), under which the Company committed to pay aggregate cash payments of $450,000 and issued 40,000 shares of Common Stock to an affiliate of BDDI. With respect to the aggregate cash payments of $450,000, the Company paid an affiliate of BDDI an initial sum of $150,000 on July 1, 2015, and is obligated to pay $100,000 on each of the six, twelve and eighteen-month anniversaries of the signing of the amended agreement. The $300,000 payable under this agreement has been included in Accrued compensation and other current liabilities on the balance sheet. On July 24, 2015, the Company issued 40,000 shares to an affiliate of BDDI. Under the original Asset Purchase Agreement dated June 11, 2010, the Company purchased a patent for Breath End Tidal Gas Monitor. The patent was issued on June 19, 2003 and expires on August 1, 2027. The Company has capitalized the fair value of the patent purchased as an intangible asset on its consolidated balance sheet, and is amortizing the fair value over the remaining useful life of the patent. In July 2015, the Company also entered into a consulting agreement with an affiliate of BDDI. As part of this consulting agreement the Company issued 10,000 shares to the affiliate of BDDI.

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Schedule of Intangible Assets	Intangible assets consist of the following at September 30, 2015 (in thousands): Accumulated Useful Lives Amount Amortization Net Amount (years) Patents and trademarks $ 697 $ (11 ) $ 686 5-12 Customer contracts 260 — 260 10

Revision of Prior Year Financ22

Revision of Prior Year Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2015
Accounting Changes and Error Corrections [Abstract]
Schedule of Revised Prior Period Balances	The following table sets forth the revised prior period balances reported in the Company’s comparative financial statements as if adjustments had been made: (in thousands except per share data) Previously reported Adjustment Revised Balance sheet items at December 31, 2014: Current liabilities $ 1,290 $ — $ 1,290 Series A warrant liability — 857 857 Series B warrant liability 17,439 — 17,439 Total liabilities 18,729 857 19,586 Additional paid-in capital 60,636 (1,494 ) 59,141 Accumulated deficit (70,975 ) 637 (70,338 ) Total stockholders’ deficit (10,333 ) (857 ) (11,190 ) Liabilities and stockholders’ deficit $ 8,396 $ — $ 8,396 (in thousands except per share data) Previously reported Adjustment Revised Statement of operations items for the year ended December 31, 2014 Other income (expense) $ (4,585 ) $ 637 $ (3,949 ) Net loss $ (13,875 ) $ 637 (13,238 ) Basic and diluted net loss per common share $ (10.92 ) $ 0.50 (10.42 )

Fair Value of Financial Instr23

Fair Value of Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2015
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 (in thousands): Fair Value Measurements at December 31, 2014 (revised) Total Level 1 Level 2 Level 3 Assets Money market fund $ 7,892 $ 7,892 $ — $ — Liabilities Series A warrant liability $ 857 $ 857 $ — $ — Series B warrant liability 17,439 — — 17,439 Total common stock warrant liability $ 18,296 $ 857 $ — $ 17,439 Fair Value Measurements at September 30, 2015 Total Level 1 Level 2 Level 3 Assets Money market fund $ 3,798 $ 3,798 $ — $ — Liabilities Series A warrant liability $ 1,819 $ 1,819 — — Series B warrant liability 3,851 — — 3,851 Series C warrant liability 581 — — 581 Total common stock warrant liability $ 6,251 $ 1,819 $ — $ 4,432
Summary of Changes in Fair Value of Level1 and Level 3 Financial Instruments	The following table sets forth a summary of the changes in the fair value of the Company’s Level 1 and Level 3 financial instruments, which are treated as liabilities, as follows: Series A Warrant Series B Warrant Series C Warrant Number of Warrants Liability Number of Warrants Liability Number of Warrants Liability (in thousands) (in thousands) (in thousands) Balance at December 31, 2014 (revised) 2,449,605 $ 857 2,449,605 $ 17,439 — $ — Change in value of Series A Warrants — 1,004 — — — — De-recognition of Series A Warrant liability upon exercise (24,000 ) (42 ) — — — — De-recognition of Series B Warrant liability upon cash exercise of 589,510 warrants in Private Transaction (589,510 shares issued) — — (589,510 ) (6,430 ) — — De-recognition of Series B Warrant liability for other cash exercises of 29,097 warrants (29,097 shares issued) — — (29,097 ) (317 ) — — De-recognition of Series B Warrant liability upon cashless exercise of 1,302,052 warrants (4,180,159 shares issued) — — (1,302,052 ) (9,475 ) — — De-recognition of Series B Warrant liability upon contribution of 468 warrants back to the Company — — (468 ) (3 ) — — Change in value of Series B Warrants — — — 2,643 — — Record Series C Warrant Liability (Private Transaction) — — — — 589,510 3,050 Record Series C Warrant Liability and de-recognition of Series B Warrant liability upon cash exercise of 905 warrants (905 shares issued) in the tender offer — — (905 ) (6 ) 905 1 Change in value of Series C Warrants — — — — — (2,470 ) Balance at September 30, 2015 2,425,605 $ 1,819 527,573 $ 3,851 590,415 $ 581

Warrant Liabilities (Tables)

Warrant Liabilities (Tables)	9 Months Ended
	Sep. 30, 2015
Summary of Outstanding Series B Warrants and Fair Market Values	As of December 31, 2014 and September 30, 2015 the outstanding Series B Warrants and fair market values were: Number of Warrants at December 31, 2014 Fair Value at December 31, 2014 (in thousands) Number of Warrants at September 30, 2015 Fair Value at September 30, 2015 (in thousands) 2,449,605 $17,439 527,573 $3,851
Series B Warrant Liability [Member]
Fair Value of Convertible Preferred Stock Warrant Liability	As of December 31, 2014 and September 30, 2015 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 the 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: September 30, 2015 December 31, 2014 Volatility 90 % 87 % Expected Term (years) 0.27 1.1 Expected dividend yield 0.0 % 0.0 % Risk-free rate 0.26 % 0.26 %
Series C Warrant Liability [Member]
Fair Value of Convertible Preferred Stock Warrant Liability	The Company has calculated the fair value of the Series C warrants using a Black-Scholes pricing model, which requires the input of highly subjective assumptions including the expected stock price volatility. The Company used the following inputs: September 30, 2015 March 5, 2015 Volatility 90 % 86 % Expected Term (years) 4.42 5.00 Expected dividend yield 0.0 % 0.0 % Risk-free rate 1.35 % 1.35 %

Stockholders' Deficit (Tables)

Stockholders' Deficit (Tables)	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
Summary of Stock Based Compensation Expense	Stock compensation expense was recognized as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2014 2015 Research and development $ — $ 27 $ 9 $ 99 Sales and marketing — 17 — 51 General and administrative 5 100 12 596 Total $ 5 $ 144 $ 21 $ 746
Summary of Stock Option Transactions	The following table summarizes stock option transactions as issued under the Plans: Options Available Number of Shares Average Exercise Price Balances, December 31, 2014 606,061 1,072,011 $ 6.34 Authorized 270,764 Granted (945,713 ) 945,713 $ 3.09 Exercised — (83,848 ) $ 3.50 Forfeited 70,705 (70,705 ) $ 4.58 Balances, September 30, 2015 1,817 1,863,171 $ 4.87

Net loss per share (Tables)

Net loss per share (Tables)	9 Months Ended
	Sep. 30, 2015
Earnings Per Share [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 three and nine months ended September 30, 2014 and 2015 (in thousands, except per share and share data): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net loss $ (3,293 ) $ (2,393 ) $ (13,064 ) $ (6,019 ) Weighted-average shares used in computing basis and diluted net loss per common share Basic and diluted net loss per common share 10,040,079 535,685 8,178,897 535,685 Basic and diluted net loss per common share $ (0.33 ) $ (4.47 ) $ (1.60 ) $ (11.24 )
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): As of September 30, 2015 2014 Convertible preferred stock — 865,429 Warrants issued to 2010/2012 convertible note holders to purchase common stock 480,147 — Options to purchase common stock 1,863,171 240,906 Warrants issued in 2009 to purchase common stock 9,259 9,259 Warrants issued to underwriter to purchase common stock 82,500 — Series A warrants to purchase common stock 2,425,605 — Series B warrants to purchase common stock 527,573 — Series C warrants to purchase common stock 590,415 —

NeoForce Group, Inc. Acquisit27

NeoForce Group, Inc. Acquisition (Tables)	9 Months Ended
	Sep. 30, 2015
Business Combinations [Abstract]
Schedule of Aggregate Purchase Price Consideration	The aggregate purchase price consideration was as follows (in thousands): Cash consideration $ 1,000 Fair value of contingent consideration 153 Total purchase price consideration $ 1,153
Fair Values of Assets Acquired	The fair values of assets acquired at the transaction date are summarized below: Net tangible assets acquired $ 39 Customer contracts 260 Patents 136 Goodwill 718 Net Assets Acquired $ 1,153
Schedule of Unaudited Pro Forma Financial Information	The following table presents the unaudited pro forma results of Capnia, Inc. (including the operations of Neoforce Group) for the nine months ended September 30, 2014 and the nine months ended September 30, 2015 (in thousands, except per share amounts). The unaudited pro forma financial information combines the results of operations of Capnia and NeoForce Group as though the companies had been combined as of the beginning of each of the fiscal periods presented. As of September 8, 2015, the date of the acquisition, the results of NFI have been combined with Capnia as a wholly-owned subsidiary. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2014 or 2015. September 30, September 30 2015 2014 Pro forma total revenues $ 928 $ 710 Pro forma net loss $ (13,122 ) $ (6,040 ) Pro forma net loss per share – basic and diluted $ (1.60 ) $ (11.27 ) Pro forma weighted-average shares-basic and diluted 7,243,164 535,685

Description of Business - Addit

Description of Business - Additional Information (Detail) - USD ($) $ in Thousands	Sep. 08, 2015	Sep. 30, 2015
Description Of Business [Line Items]
State of incorporation		Delaware
Date of incorporation		Aug. 25, 1999
Business acquisition upfront cash payment		$ 1,000
NeoForce, Inc [Member] | NeoForce Group, Inc. [Member]
Description Of Business [Line Items]
Business acquisition upfront cash payment	$ 1,000

Liquidity, Financial Conditio29

Liquidity, Financial Condition and Management's Plans - Additional Information (Detail) - USD ($)	Oct. 15, 2015	Oct. 12, 2015	Jul. 24, 2015	Mar. 06, 2015	Mar. 05, 2015	Nov. 18, 2014	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Liquidity And Managements Plans [Line Items]
Accumulated deficit							$ (83,402,000)		$ (83,402,000)		$ (70,338,000)
Positive (deficit) in working capital							500,000		500,000
Net cash used in operating activities									(6,921,000)	$ (2,928,000)
Net loss							$ (3,293,000)	$ (2,393,000)	(13,064,000)	(6,019,000)	$ (13,238,000)
Proceeds from exercise of stock options									294,000
Expenses related stock issuance									530,000	$ 276,000
Aspire Capital Fund, LLC [Member]
Liquidity And Managements Plans [Line Items]
Number of shares issued							506,585
Maximum commitment under stock purchase agreement			$ 10,000,000
Common stock purchase agreement period			24 months
Value of common stock shares issued							$ 1,400,000
Subsequent event [Member] | Series A convertible preferred stock [Member] | Sabby Management, LLC [Member]
Liquidity And Managements Plans [Line Items]
Maximum commitment under stock purchase agreement		$ 10,000,000
Proceeds from issuance of convertible preferred stock	$ 4,000,000
Expenses related stock issuance	$ 500,000
Series B Warrant Liability [Member]
Liquidity And Managements Plans [Line Items]
Positive (deficit) in working capital							$ 3,400,000		3,400,000
Proceed from Exercise of warrants to purchase of common stock					$ 3,800,000
Private Placement Series B Warrants [Member]
Liquidity And Managements Plans [Line Items]
Proceed from Exercise of warrants to purchase of common stock					$ 3,800,000				3,832,000
Series A Warrant Liability [Member]
Liquidity And Managements Plans [Line Items]
Proceed from Exercise of warrants to purchase of common stock				$ 200,000					$ 156,000
IPO [Member] | Units [Member]
Liquidity And Managements Plans [Line Items]
Description of units issued									1,650,000 units, each of which consisted of one share of Common Stock, one Series A Warrant and one Series B Warrant.
Number of shares issued						1,650,000
Offering price per unit						$ 6.50
Net proceeds after deducting underwriting discounts and commissions and IPO related expenses						$ 8,000,000

Summary of Significant Accoun30

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Jul. 24, 2015	Jul. 01, 2015	Jun. 30, 2015	Jul. 31, 2015	Sep. 30, 2015	Sep. 30, 2015
Schedule Of Significant Accounting Policies [Line Items]
Inventory, raw material					$ 159,000	$ 159,000
Inventory, work-in-process					159,000	159,000
Inventory, finished goods					58,000	$ 58,000
Aggregate cash payments under purchase agreement			$ 450,000
Common stock shares issued under purchase agreement	40,000	40,000	40,000	10,000
Initial payment under purchase agreement		$ 150,000
Future royalty obligations			$ 100,000
Patent issued date						Jun. 19, 2003
Patent expiration date						Aug. 1, 2027
Impairment of goodwill						$ 0
Government grant revenue					155,000	220,000
Accrued Compensation and Other Current Liabilities [Member]
Schedule Of Significant Accounting Policies [Line Items]
Remaining amount payable under agreement					$ 300,000	$ 300,000
Minimum [Member]
Schedule Of Significant Accounting Policies [Line Items]
Intangible assets estimated useful lives						5 years
Maximum [Member]
Schedule Of Significant Accounting Policies [Line Items]
Intangible assets estimated useful lives						12 years

Summary of Significant Accoun31

Summary of Significant Accounting Policies - Schedule of Intangible Assets (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2015USD ($)
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Useful Lives (years)	5 years
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Useful Lives (years)	12 years
Patents and Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross Amount	$ 697
Intangible Assets, Accumulated Amortization	(11)
Intangible Assets, Net Amount	$ 686
Patents and Trademarks [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Useful Lives (years)	5 years
Patents and Trademarks [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Useful Lives (years)	12 years
Customer Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross Amount	$ 260
Intangible Assets, Net Amount	$ 260
Intangible Assets, Useful Lives (years)	10 years

Revision of Prior Year Financ32

Revision of Prior Year Financial Statements - Schedule of Revised Prior Period Balances (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Current liabilities	$ 6,028		$ 6,028		$ 1,290
Total liabilities	8,579		8,579		19,586
Additional paid-in capital	82,099		82,099		59,141
Accumulated deficit	(83,402)		(83,402)		(70,338)
Total stockholders' deficit	(1,291)		(1,291)		(11,190)
Liabilities and stockholders' deficit	7,288		7,288		8,396
Other income (expense)	(110)	$ (1,070)	(4,411)	$ (2,705)	(3,949)
Net loss	$ (3,293)	$ (2,393)	$ (13,064)	$ (6,019)	$ (13,238)
Basic and diluted net loss per common share	$ (0.33)	$ (4.47)	$ (1.60)	$ (11.24)	$ (10.42)
Series A Warrant Liability [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant liability	$ 1,819		$ 1,819		$ 857
Series B Warrant Liability [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant liability					17,439
Previously reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Current liabilities					1,290
Total liabilities					18,729
Additional paid-in capital					60,636
Accumulated deficit					(70,975)
Total stockholders' deficit					(10,333)
Liabilities and stockholders' deficit					8,396
Other income (expense)					(4,585)
Net loss					$ (13,875)
Basic and diluted net loss per common share					$ (10.92)
Previously reported [Member] | Series B Warrant Liability [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant liability					$ 17,439
Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total liabilities					857
Additional paid-in capital					(1,494)
Accumulated deficit					637
Total stockholders' deficit					(857)
Other income (expense)					637
Net loss					$ 637
Basic and diluted net loss per common share					$ 0.50
Adjustment [Member] | Series A Warrant Liability [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant liability					$ 857

Fair Value of Financial Instr33

Fair Value of Financial Instruments - Summary of Financial Instruments Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Series A Warrant Liability [Member]
Liabilities
Warrant liability	$ 1,819	$ 857
Series B Warrant Liability [Member]
Liabilities
Warrant liability		17,439
Series C Warrant Liability [Member]
Liabilities
Warrant liability	581
Fair Value, Measurements, Recurring [Member] | Convertible preferred stock warrant liability [Member]
Liabilities
Warrant liability	6,251	18,296
Fair Value, Measurements, Recurring [Member] | Convertible preferred stock warrant liability [Member] | Series A Warrant Liability [Member]
Liabilities
Warrant liability	1,819	857
Fair Value, Measurements, Recurring [Member] | Convertible preferred stock warrant liability [Member] | Series B Warrant Liability [Member]
Liabilities
Warrant liability	3,851	17,439
Fair Value, Measurements, Recurring [Member] | Convertible preferred stock warrant liability [Member] | Series C Warrant Liability [Member]
Liabilities
Warrant liability	581
Fair Value, Measurements, Recurring [Member] | Money market fund [Member]
Assets
Cash and cash equivalents	3,798	7,892
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Convertible preferred stock warrant liability [Member]
Liabilities
Warrant liability	1,819	857
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Convertible preferred stock warrant liability [Member] | Series A Warrant Liability [Member]
Liabilities
Warrant liability	1,819	857
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Money market fund [Member]
Assets
Cash and cash equivalents	3,798	7,892
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Convertible preferred stock warrant liability [Member]
Liabilities
Warrant liability	4,432	17,439
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Convertible preferred stock warrant liability [Member] | Series B Warrant Liability [Member]
Liabilities
Warrant liability	3,851	$ 17,439
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Convertible preferred stock warrant liability [Member] | Series C Warrant Liability [Member]
Liabilities
Warrant liability	$ 581

Fair Value of Financial Instr34

Fair Value of Financial Instruments - Summary of Changes in Fair Value of Level1 and Level 3 Financial Instruments (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Mar. 31, 2015	Mar. 05, 2015
Series A Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
De-recognition of Warrant liability upon exercise, in shares		(24,000)
Balance at the end of period, in shares	2,425,605
Series A Warrant Liability [Member] | Common stock warrant liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at the beginning of period, in shares	2,449,605
De-recognition of Warrant liability upon exercise, in shares	(24,000)
Balance at the end of period, in shares	2,425,605
Balance at the beginning of period	$ 857
Change in value of Warrant	1,004
De-recognition of Warrant liability upon exercise	(42)
Balance at end of period	$ 1,819
Series B Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at the beginning of period, in shares	2,449,605
De-recognition of Warrant liability upon exercise, in shares			(589,510)
Balance at the end of period, in shares	527,573
Series B Warrant Liability [Member] | Common stock warrant liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at the beginning of period, in shares	2,449,605
Balance at the end of period, in shares	527,573
Balance at the beginning of period	$ 17,439
Change in value of Warrant	2,643
Balance at end of period	$ 3,851
Series B Warrant Liability [Member] | Common stock warrant liability [Member] | Cash Exercise [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
De-recognition of Warrant liability upon exercise, in shares	(589,510)
De-recognition of Warrant liability upon exercise	$ (6,430)
Series B Warrant Liability [Member] | Common stock warrant liability [Member] | Other Cash Exercise [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
De-recognition of Warrant liability upon exercise, in shares	(29,097)
De-recognition of Warrant liability upon exercise	$ (317)
Series B Warrant Liability [Member] | Common stock warrant liability [Member] | Cash Less Exercise [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
De-recognition of Warrant liability upon exercise, in shares	(1,302,052)
De-recognition of Warrant liability upon exercise	$ (9,475)
Series B Warrant Liability [Member] | Common stock warrant liability [Member] | Warrants contributed back to the Company [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
De-recognition of Warrant liability upon exercise, in shares	(468)
De-recognition of Warrant liability upon exercise	$ (3)
Series C Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Record Series C Warrant Liability	590,415
Series C Warrant Liability [Member] | Common stock warrant liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at the end of period, in shares	590,415
Change in value of Warrant	$ (2,470)
Balance at end of period	$ 581
Series C Warrant Liability [Member] | Common stock warrant liability [Member] | Private Transactions [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Record Series C Warrant Liability	589,510
Record Series C Warrant Liability	$ 3,050
Series C Warrant Liability [Member] | Common stock warrant liability [Member] | Cash Exercise [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Record Series C Warrant Liability	905
Record Series C Warrant Liability	$ 1
Tender Offer Series B Warrants [Member] | Common stock warrant liability [Member] | Cash Exercise [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
De-recognition of Warrant liability upon exercise, in shares	(905)
De-recognition of Warrant liability upon exercise	$ (6)

Fair Value of Financial Instr35

Fair Value of Financial Instruments - Summary of Changes in Fair Value of Level1 and Level 3 Financial Instruments (Parenthetical) (Detail) - Common stock warrant liability [Member]	9 Months Ended
	Sep. 30, 2015shares
Cash Exercise [Member] | Series B Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
De-recognition of Warrant liability upon exercise, shares issued	589,510
Cash Exercise [Member] | Tender Offer Series B Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
De-recognition of Warrant liability upon exercise, shares issued	905
Other Cash Exercise [Member] | Series B Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
De-recognition of Warrant liability upon exercise, shares issued	29,097
Cash Less Exercise [Member] | Series B Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
De-recognition of Warrant liability upon exercise, shares issued	4,180,159

Warrant Liabilities - Additiona

Warrant Liabilities - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands

Mar. 06, 2015

Mar. 05, 2015

Jul. 31, 2015

Sep. 30, 2015

Sep. 30, 2014

Sep. 30, 2015

Sep. 30, 2014

Feb. 12, 2016

Apr. 30, 2015

Mar. 31, 2015

Dec. 31, 2014

Nov. 18, 2014

Class of Warrant or Right [Line Items]

Registration statements description

The Company is required to comply with certain requirement to cause or maintain the effectiveness of a registration statement for the offer and sale of these securities. The Warrant contracts further provide for the payment of liquidated damages at an amount per month equal to 1% of the aggregate VWAP of the shares into which each Warrant is convertible into in the event that the Company is unable to maintain the effectiveness of a registration

Change in fair value of warrants recorded as other (income) expense

$ (73)

$ 318

$ 1,177

$ 895

Warrants cashless exercised

43,720

Issuance of shares upon cashless exercise warrants

13,407

Proceeds from issuance of common stock under tender offer

$ 1,434

Common Stock [Member]

Class of Warrant or Right [Line Items]

Issuance of shares upon cashless exercise warrants

4,093,952

4,180,159

Series A Warrants to Purchase Shares of Common Stock [Member] | IPO [Member]

Class of Warrant or Right [Line Items]

Number of common stock purchased upon issuance of warrants

2,449,605

Exercise price of warrants exercised

$ 6.50

Warrants term

5 years

Series A Warrant Liability [Member]

Class of Warrant or Right [Line Items]

Warrants exercised

24,000

Warrants outstanding

2,425,605

2,425,605

Fair value of warrants outstanding

$ 1,800

$ 1,800

Change in fair value of warrants recorded as other (income) expense

$ 320

Gross proceeds upon exercise of warrants

$ 200

$ 156

Series B Warrants to Purchase Shares of Common Stock [Member]

Class of Warrant or Right [Line Items]

Number of common stock purchased upon issuance of warrants

2,449,605

2,449,605

Series B Warrants to Purchase Shares of Common Stock [Member] | Scenario Forecast [Member]

Class of Warrant or Right [Line Items]

Decrease in common stock market price

$ 6.50

Series B Warrant Liability [Member]

Class of Warrant or Right [Line Items]

Exercise price of warrants exercised

$ 6.50

$ 6.25

Warrants exercised

589,510

Warrants outstanding

527,573

527,573

2,449,605

Fair value of warrants outstanding

$ 3,851

$ 3,851

$ 17,439

Warrants cashless exercised

1,085,722

1,302,052

De-recognition of warrant liability

$ 6,700

$ 7,800

$ 9,500

Gross proceeds upon exercise of warrants

$ 3,800

Warrants expiry date

Mar. 4, 2020

Expiration date of warrant tender offer

Jul. 24, 2015

Effective date of warrant tender offer

Jun. 25, 2015

Description of warrant tender offer

The tender offer was extended to warrant holders under a registration statement filed with the SEC on Form S-4, which was declared effective on June 25, 2015 and expired on July 24, 2015. During July 2015, certain Series B warrant holder(s) tendered their Series B Warrants under the tender offer, which resulted in the issuance of 905 shares of Capnia Common Stock, the issuance of 905 Series C Warrants and proceeds to the Company of $5,882.

Proceeds from issuance of common stock under tender offer

$ 5,882

Series B Warrant Liability [Member] | Common Stock [Member]

Class of Warrant or Right [Line Items]

Issuance of shares upon cashless exercise warrants

905

Series B Warrant Liability [Member] | Decrease in carrying value [Member]

Class of Warrant or Right [Line Items]

Change in fair value of warrants recorded as other (income) expense

$ 580

$ 13,588,000

Series C Warrant Liability [Member]

Class of Warrant or Right [Line Items]

Number of common stock purchased upon issuance of warrants

590,415

590,415

Exercise price of warrants exercised

$ 6.25

Fair value of warrants outstanding

$ 600

$ 600

Change in fair value of warrants recorded as other (income) expense

$ 340

Warrants cashless exercised

905

Warrants expiry date

Mar. 5, 2020

Warrant Liabilities - Fair Valu

Warrant Liabilities - Fair Value of Convertible Preferred Stock Warrant Liability (Detail)	Sep. 30, 2015	Mar. 05, 2015	Dec. 31, 2014
Series C Warrant Liability [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Volatility	90.00%	86.00%
Expected Term (years)	4 years 5 months 1 day	5 years
Expected dividend yield	0.00%	0.00%
Risk-free rate	1.35%	1.35%
Series B Warrant Liability [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Volatility	90.00%		87.00%
Expected Term (years)	3 months 7 days		1 year 1 month 6 days
Expected dividend yield	0.00%		0.00%
Risk-free rate	0.26%		0.26%

Warrant Liabilities - Summary o

Warrant Liabilities - Summary of Outstanding Series B Warrants and Fair Market Values (Detail) - Series B Warrant Liability [Member] - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Class of Warrant or Right [Line Items]
Warrants, Number of warrants	527,573	2,449,605
Warrants, Fair value	$ 3,851	$ 17,439

Credit Facility - Additional In

Credit Facility - Additional Information (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2015	Oct. 31, 2014	Sep. 29, 2014
Line of Credit Facility [Abstract]
Line of credit amount			$ 100,000
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	Sep. 29, 2014
Amount of line of credit		$ 100,000

Common Stock Purchase Agreeme40

Common Stock Purchase Agreement - Additional Information (Detail) - Aspire Capital Fund, LLC [Member] - USD ($)	Jul. 24, 2015	Sep. 30, 2015
Capital Unit [Line Items]
Maximum commitment under stock purchase agreement	$ 10,000,000
Common stock purchase agreement period	24 months
Number of shares issued		506,585
Value of common stock shares issued		$ 1,400,000
Maximum [Member]
Capital Unit [Line Items]
Additional capital shares of common stock	75,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail)

Mar. 01, 2016ft²

Jul. 24, 2015shares

Jul. 01, 2015USD ($)ft²shares

Jun. 30, 2015USD ($)shares

Jul. 31, 2015shares

Sep. 30, 2015USD ($)

Sep. 30, 2014USD ($)

Sep. 30, 2015USD ($)

Sep. 30, 2014USD ($)

Dec. 31, 2014USD ($)

Dec. 31, 2013USD ($)

Dec. 31, 2010USD ($)

Mar. 31, 2015USD ($)

Feb. 02, 2015USD ($)

Loss Contingencies [Line Items]

Area of office space for headquarters facility | ft²

8,171

Future minimum commitment under non-cancelable operating lease

$ 23,300

$ 22,000

Lease payment, description

The lease agreement provides for monthly lease payments of $23,300 beginning in September of 2015, with increases in the following three years.

The amendment provides for monthly lease payments of $22,000 beginning in June 2015, with increases in the following two years.

Non-cancelable operating lease agreement term

4 years

Non-cancelable operating lease agreement expiration date

2015-05

Lease expiration extended date

2018-06

Rent expense

$ 83,000

$ 56,000

$ 221,000

$ 177,000

Acquisition of intellectual property

$ 150,000

Aggregate cash payments under purchase agreement

$ 450,000

Common stock shares issued under purchase agreement | shares

40,000

40,000

40,000

10,000

Initial payment under purchase agreement

$ 150,000

Future royalty obligations

$ 100,000

Patent issued date

Jun. 19, 2003

Patent expiration date

Aug. 1, 2027

Common Stock Issuable

$ 112,000

Scenario Forecast [Member]

Loss Contingencies [Line Items]

Additional area of office space for headquarters facility | ft²

5,265

Milestone Payments [Member] | BioMedical Drug Development, Inc. [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

Intellectual property [Member] | BioMedical Drug Development, Inc. [Member]

Loss Contingencies [Line Items]

Acquisition of intellectual property

$ 150,000

Stockholders' Deficit - Stock O

Stockholders' Deficit - Stock Option Plan - Additional Information (Detail) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Future stock-based compensation for unvested employee options granted and outstanding	$ 1.7
Annual increases in the number of shares available for issuance, percentage of outstanding common stock	1.00%
Purchases by employees under ESPP	0
Warrants cashless exercised	43,720
Issuance of shares upon cashless exercise warrants	13,407
Warrants Issued in 2009 to Purchase Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants outstanding	9,259
Warrants to Purchase Stock [Member] | 2010 and 2012 Convertible Promissory Notes [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants outstanding	480,147
Underwriter [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants outstanding	82,500
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for sale under the ESPP	139,839
Annual increases in the number of shares available for issuance, number of shares	279,680
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
Future stock-based compensation, requisite service period	3 years 5 months 9 days
Shares available for sale under the ESPP	1,817	606,061
Annual increases in the number of shares available for issuance, number of shares	270,764
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

Stockholders' Deficit - Summary

Stockholders' Deficit - Summary of Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock compensation expense	$ 144	$ 5	$ 746	$ 21
Research and development [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock compensation expense	27		99	9
Sales and marketing [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock compensation expense	17		51
General and administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock compensation expense	$ 100	$ 5	$ 596	$ 12

Stockholders' Deficit - Summa44

Stockholders' Deficit - Summary of Stock Option Transactions (Detail) - Stock Options [Member]	9 Months Ended
	Sep. 30, 2015$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Available, Beginning balance	606,061
Options Available, Authorized	270,764
Options Available, Granted	(945,713)
Options Available, Exercised	0
Options Available, Forfeited	70,705
Options Available, Ending balance	1,817
Number of Shares, Outstanding, Beginning balance	1,072,011
Number of Shares, Authorized	0
Number of Shares, Granted	945,713
Number of Shares, Exercised	(83,848)
Number of Shares, Forfeited	(70,705)
Number of Shares, Ending balance	1,863,171
Average Exercise Price, Beginning balance | $ / shares	$ 6.34
Average Exercise Price, Granted | $ / shares	3.09
Average Exercise Price, Exercised | $ / shares	3.50
Average Exercise Price, Forfeited | $ / shares	4.58
Average Exercise Price, Ending balance | $ / shares	$ 4.87

Net Loss per Share - Schedule o

Net Loss per Share - Schedule of Calculation of Basic Earnings per Share and Diluted Earnings per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Earnings Per Share [Abstract]
Net loss	$ (3,293)	$ (2,393)	$ (13,064)	$ (6,019)	$ (13,238)
Weighted-average shares used in computing basic and diluted net loss per common share	10,040,079	535,685	8,178,897	535,685
Basic and diluted net loss per common share	$ (0.33)	$ (4.47)	$ (1.60)	$ (11.24)	$ (10.42)

Net Loss per Share - Schedule46

Net Loss per Share - Schedule of Potentially Dilutive Securities Outstanding Excluded from Computations of Diluted Weighted-Average Shares Outstanding (Detail) - shares	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
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
Warrants Issued to 2010/2012 Convertible Note Holders 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	480,147
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	1,863,171	240,906
Warrants Issued in 2009 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	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	2,425,605
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	527,573
Series C Warrant 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	590,415

NeoForce Group, Inc. Acquisit47

NeoForce Group, Inc. Acquisition - Additional Information (Detail) - USD ($)	Sep. 08, 2015	Sep. 30, 2015	Sep. 30, 2015
Business Acquisition [Line Items]
Business acquisition upfront cash payment			$ 1,000,000
NeoForce Group, Inc. [Member]
Business Acquisition [Line Items]
Royalty payable		$ 1,928	$ 1,928
Revenue of acquiree		64,000,000
Net income of acquiree		13,000,000
NeoForce Group, Inc. [Member] | NeoForce, Inc [Member]
Business Acquisition [Line Items]
Business acquisition date			Sep. 8, 2015
Royalty payment period	36 months
Business acquisition upfront cash payment	$ 1,000,000
Royalty payable		$ 1,928	$ 1,928
Fair value of royalty	$ 153,000		$ 153,000
Fair value inputs, discount rate	20.00%

NeoForce Group, Inc. Acquisit48

NeoForce Group, Inc. Acquisition - Schedule of Aggregate Purchase Price Consideration (Detail) - USD ($) $ in Thousands	Sep. 08, 2015	Sep. 30, 2015
Business Acquisition [Line Items]
Cash consideration		$ 1,000
NeoForce Group, Inc. [Member] | NeoForce, Inc [Member]
Business Acquisition [Line Items]
Cash consideration	$ 1,000
Fair value of royalty	153
Total purchase price consideration	$ 1,153

NeoForce Group, Inc. Acquisit49

NeoForce Group, Inc. Acquisition - Fair Values of Assets Acquired (Detail) - USD ($) $ in Thousands	Sep. 30, 2015	Sep. 08, 2015
Business Acquisition [Line Items]
Goodwill	$ 718
NeoForce Group, Inc. [Member] | NeoForce, Inc [Member]
Business Acquisition [Line Items]
Net tangible assets acquired		$ 39
Goodwill		718
Net Assets Acquired		1,153
NeoForce Group, Inc. [Member] | NeoForce, Inc [Member] | Customer Contracts [Member]
Business Acquisition [Line Items]
Net tangible assets acquired		260
NeoForce Group, Inc. [Member] | NeoForce, Inc [Member] | Patents [Member]
Business Acquisition [Line Items]
Net tangible assets acquired		$ 136

NeoForce Group, Inc. Acquisit50

NeoForce Group, Inc. Acquisition - Schedule of Unaudited Pro Forma Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Business Acquisition, Pro Forma Information [Abstract]
Pro forma total revenues	$ 928	$ 710
Pro forma net loss	$ (13,122)	$ (6,040)
Pro forma net loss per share - basic and diluted	$ (1.60)	$ (11.27)
Pro forma weighted-average shares-basic and diluted	7,243,164	535,685

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - USD ($)	Oct. 29, 2015	Oct. 15, 2015	Oct. 12, 2015	Oct. 01, 2015	Sep. 30, 2015	Sep. 30, 2014	Apr. 30, 2015	Mar. 05, 2015
Subsequent Event [Line Items]
Expenses related stock issuance					$ 530,000	$ 276,000
Preferred stock, conversion basis description					The sale of the Preferred Stock is expected to take place in two separate closings. Upon the first closing, which closed on October 15, 2015, the Company received proceeds of approximately $4.0 million, net of $0.5 million in estimated expenses. Upon the successful completion of the second closing for up to $5.4 million, the full $10 million of Preferred Stock will be convertible into 5,405,405 shares of the Company's Common Stock, based on a fixed conversion price of $1.85 per share on an as-converted
Series B Warrant Liability [Member]
Subsequent Event [Line Items]
Common stock exercise price							$ 6.25	$ 6.50
Series D Warrants [Member]
Subsequent Event [Line Items]
Warrants exercise term					5 years
Series A convertible preferred stock [Member]
Subsequent Event [Line Items]
Conversion of stock, Description					On October 29, 2015, the Company and Sabby entered into an amendment to the Sabby Purchase Agreement, that provides for a restriction on Sabby’s ability to convert the Series A Preferred Stock into Common Stock until November 20, 2015. In the event that the Company does not obtain stockholder approval for the securities issued to Sabby in excess of 19.99% of our Common Stock before November 20, 2015, then the Company is obligated to repurchase all $4.6 million of shares of Series A Preferred Stock previously issued to Sabby for a repurchase price equal to the original purchase price plus interest at a 12% annualized rate.
Subsequent event [Member]
Subsequent Event [Line Items]
Percentage of issuance of common stock	19.99%
Subsequent event [Member] | Minimum [Member]
Subsequent Event [Line Items]
Percentage of issuance of common stock		20.00%
Subsequent event [Member] | Series B Warrant Liability [Member]
Subsequent Event [Line Items]
Number of shares converted into common stock				15,135
Subsequent event [Member] | Series D Warrants [Member]
Subsequent Event [Line Items]
Number of common stock purchased upon issuance of warrants			2,702,704
Common stock exercise price			$ 2.46
Subsequent event [Member] | Series D Warrants [Member] | Maxim Group LLC [Member]
Subsequent Event [Line Items]
Number of common stock purchased upon issuance of warrants			108,108
Subsequent event [Member] | Series A convertible preferred stock [Member]
Subsequent Event [Line Items]
Number of shares converted into common stock			5,405,405
Fixed conversion price per share			$ 1.85
Obligated to repurchase value	$ 4,600,000
Percentage of annualized purchase price plus interest	12.00%
Subsequent event [Member] | Series A convertible preferred stock [Member] | Sabby Management, LLC [Member]
Subsequent Event [Line Items]
Maximum commitment under stock purchase agreement			$ 10,000,000
Proceeds from issuance of convertible preferred stock		$ 4,000,000
Expenses related stock issuance		500,000
Subsequent event [Member] | Series A convertible preferred stock [Member] | Maximum [Member] | Sabby Management, LLC [Member]
Subsequent Event [Line Items]
Proceeds from issuance of convertible preferred stock		$ 5,400,000
Subsequent event [Member] | Series A convertible preferred stock [Member] | Series D Warrants [Member] | Sabby Management, LLC [Member]
Subsequent Event [Line Items]
Maximum commitment under stock purchase agreement			$ 10,000,000
Subsequent event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Issuance of shares upon cashless exercise warrants				48,799
Number of common stock purchased upon issuance of warrants			108,108
Common stock exercise price			$ 2.46