Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2015 | |
Document And Entity Information [Abstract] | |
Document Type | S1 |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2015 |
Trading Symbol | CAPN |
Entity Registrant Name | Capnia, Inc. |
Entity Central Index Key | 1,484,565 |
Entity Filer Category | Smaller Reporting Company |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets | |||
Cash and cash equivalents | $ 4,720,000 | $ 7,956,710 | $ 1,268,770 |
Accounts receivable | 94,000 | 149,605 | |
Restricted cash | 111,000 | 20,000 | 20,000 |
Inventory | 376,000 | 109,336 | |
Prepaid expenses and other current assets | 225,000 | 252,272 | 85,149 |
Total current assets | 5,526,000 | 8,338,318 | 1,523,524 |
Long-term assets | |||
Property and equipment, net | 98,000 | 57,607 | 63,167 |
Goodwill | 718,000 | ||
Other intangible assets, net | 946,000 | ||
Total assets | 7,288,000 | 8,395,925 | 1,586,691 |
Current liabilities | |||
Accounts payable | 953,000 | 986,799 | 57,721 |
Accrued compensation and other current liabilities | 1,224,000 | 201,457 | 128,651 |
Series B warrant liability | 3,851,000 | ||
Line of credit and accrued interest | 101,529 | ||
Convertible promissory notes and accrued interest | $ 13,991,857 | ||
Total current liabilities | 6,028,000 | $ 1,289,785 | |
Commitments | |||
Long-term liabilities | |||
Other liabilities | 151,000 | ||
Total long-term liabilities | 2,551,000 | $ 18,296,093 | $ 1,464,877 |
Convertible Preferred Stock | |||
Total liabilities | 8,579,000 | 19,586,000 | |
Stockholders' deficit | |||
Common stock, value | 12,000 | 6,769 | 536 |
Additional paid-in-capital | 82,099,000 | 59,141,404 | 19,235,512 |
Accumulated deficit | (83,402,000) | (70,338,126) | (57,100,511) |
Total stockholders' deficit | (1,291,000) | (11,189,953) | (37,864,463) |
Liabilities and stockholders' deficit | 7,288,000 | 8,395,925 | 1,586,691 |
Series A Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock | |||
Convertible preferred stock | 1,500,000 | ||
Stockholders' deficit | |||
Total stockholders' deficit | 0 | 1,500,000 | |
Series B Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock | |||
Convertible preferred stock | 6,862,939 | ||
Stockholders' deficit | |||
Total stockholders' deficit | 0 | 6,862,939 | |
Series C Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock | |||
Convertible preferred stock | 15,445,109 | ||
Stockholders' deficit | |||
Total stockholders' deficit | 0 | 15,445,109 | |
Series A Warrant Liability [Member] | |||
Long-term liabilities | |||
Warrant liability | 1,819,000 | 857,362 | |
Series B Warrant Liability [Member] | |||
Long-term liabilities | |||
Warrant liability | $ 17,438,731 | ||
Series C Warrant Liability [Member] | |||
Long-term liabilities | |||
Warrant liability | $ 581,000 | $ 1,464,877 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Convertible preferred stock, shares authorized | 1,860,000 | |
Convertible preferred stock, shares outstanding | 865,429 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 10,000,000 |
Common stock, shares issued | 6,769,106 | 535,685 |
Common stock, shares outstanding | 6,769,106 | 535,685 |
Series A Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 40,000 | 40,000 |
Convertible preferred stock, shares issued | 0 | 31,250 |
Convertible preferred stock, shares outstanding | 0 | 31,250 |
Convertible preferred stock, aggregate liquidation preference | $ 1,500,000 | $ 1,500,000 |
Series B Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 320,000 | 320,000 |
Convertible preferred stock, shares issued | 0 | 119,140 |
Convertible preferred stock, shares outstanding | 0 | 119,140 |
Convertible preferred stock, aggregate liquidation preference | $ 6,862,939 | $ 6,862,939 |
Series C Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 1,500,000 | 1,500,000 |
Convertible preferred stock, shares issued | 0 | 715,039 |
Convertible preferred stock, shares outstanding | 0 | 715,039 |
Convertible preferred stock, aggregate liquidation preference | $ 15,445,109 | $ 15,445,109 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||||||
Government grant revenue | $ 155,000 | $ 220,000 | ||||
Product revenue | 92,000 | 146,000 | ||||
Total revenue | 247,000 | 366,000 | $ 3,000,000 | |||
Cost of product revenue | 56,000 | 96,000 | ||||
Gross profit | 191,000 | 270,000 | ||||
Expenses | ||||||
Research and development | 1,193,000 | $ 717,000 | 3,252,000 | $ 1,633,000 | $ 2,242,216 | 2,379,832 |
Sales and marketing | 467,000 | 84,000 | 1,239,000 | 96,000 | 252,359 | |
General and administrative | 1,714,000 | 522,000 | 4,432,000 | 1,585,000 | 2,665,154 | 1,466,951 |
Total expenses | 3,374,000 | 1,323,000 | 8,923,000 | 3,314,000 | 5,159,729 | 3,846,783 |
Operating loss | (3,183,000) | (1,323,000) | (8,653,000) | (3,314,000) | (5,159,729) | (846,783) |
Interest and other income (expense) | ||||||
Interest income | 1,085 | 1,772 | ||||
Interest expense, net | (752,000) | (1,000) | (1,810,000) | (4,130,394) | (2,860,267) | |
Change in fair value of warrants liabilities | 73,000 | (318,000) | (1,177,000) | (895,000) | (3,941,335) | (105,320) |
Other expense | (183,000) | (183,000) | ||||
Inducement charge for Series C warrants | (3,050,000) | |||||
Other income (expense), net | (110,000) | (1,070,000) | (4,411,000) | (2,705,000) | (3,948,578) | (1,965) |
Net loss | $ (3,293,000) | $ (2,393,000) | $ (13,064,000) | $ (6,019,000) | $ (13,237,616) | $ (3,707,243) |
Basic and diluted net loss per common share | $ (0.33) | $ (4.47) | $ (1.60) | $ (11.24) | $ (10.42) | $ (6.92) |
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 | 1,270,033 | 535,648 |
Statements of Convertible Prefe
Statements of Convertible Preferred Stock and Stockholders' Deficit - USD ($) | Total | 2010 and 2012 Convertible Promissory Notes [Member] | 2014 Convertible Promissory Notes [Member] | Series A Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series A & B Warrants [Member] | Series B Warrant Liability [Member] | Series B Warrant Liability [Member]Series A Convertible Preferred Stock [Member] | Series B Warrant Liability [Member]Series B Convertible Preferred Stock [Member] | Series B Warrant Liability [Member]Series C Convertible Preferred Stock [Member] | Series A Warrant Liability [Member] | Common Stock [Member] | Common Stock [Member]2010 and 2012 Convertible Promissory Notes [Member] | Common Stock [Member]2014 Convertible Promissory Notes [Member] | Common Stock [Member]Series B Warrant Liability [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]2010 and 2012 Convertible Promissory Notes [Member] | Additional Paid-In Capital [Member]2014 Convertible Promissory Notes [Member] | Additional Paid-In Capital [Member]Series A & B Warrants [Member] | Additional Paid-In Capital [Member]Series B Warrant Liability [Member] | Additional Paid-In Capital [Member]Series A Warrant Liability [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Series B Warrant Liability [Member] |
Balances at beginning, Amount at Dec. 31, 2012 | $ (34,195,637) | $ 1,500,000 | $ 6,862,939 | $ 15,445,109 | $ 522 | $ 19,197,109 | $ (53,393,268) | |||||||||||||||||
Balances at beginning, Shares at Dec. 31, 2012 | 31,250 | 119,140 | 715,039 | 522,360 | ||||||||||||||||||||
Vesting of restricted common stock | 23,986 | $ 14 | 23,972 | |||||||||||||||||||||
Vesting of restricted common stock, Shares | 13,325 | |||||||||||||||||||||||
Stock-based compensation | 14,431 | 14,431 | ||||||||||||||||||||||
Net loss | (3,707,243) | (3,707,243) | ||||||||||||||||||||||
Balances at end, Amount at Dec. 31, 2013 | (37,864,463) | $ 1,500,000 | $ 6,862,939 | $ 15,445,109 | $ 536 | 19,235,512 | (57,100,511) | |||||||||||||||||
Balances at end, Shares at Dec. 31, 2013 | 31,250 | 119,140 | 715,039 | 535,685 | ||||||||||||||||||||
Stock-based compensation | 345,435 | 345,435 | ||||||||||||||||||||||
Conversion of preferred stock to common stock in IPO | 23,808,048 | $ (1,500,000) | $ (6,862,939) | $ (15,445,109) | $ 865 | 23,807,183 | ||||||||||||||||||
Conversion of preferred stock to common stock in IPO, shares | (31,250) | (119,140) | (715,039) | 865,429 | ||||||||||||||||||||
Stock warrant liability reclassification/Issuance of warrants for overallotment exercise | 1,220,718 | $ 18,975 | 1,220,718 | $ 18,975 | ||||||||||||||||||||
Issuance of common stock in IPO (net of discounts & commission of $861,948) | 9,846,552 | $ 1,650 | 9,844,902 | |||||||||||||||||||||
Issuance of common stock in IPO (net of discounts & commission of $861,948), Shares | 1,650,000 | |||||||||||||||||||||||
Beneficial conversion feature in connection with related party convertible promissory notes | 1,723,984 | 1,723,984 | ||||||||||||||||||||||
Conversion of notes payable into common stock in IPO | $ 15,410,110 | $ 2,512,119 | $ 3,166 | $ 552 | $ 15,406,944 | $ 2,511,567 | ||||||||||||||||||
Conversion of notes payable into common stock in IPO, Shares | 3,165,887 | 552,105 | ||||||||||||||||||||||
Deferred IPO costs | (1,830,450) | (1,830,450) | ||||||||||||||||||||||
Warrants treated as derivative liability | $ (11,649,106) | $ (1,494,259) | $ (11,649,106) | $ (1,494,259) | ||||||||||||||||||||
Warrants treated as derivative liability, Shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Net loss | (13,237,616) | (13,237,616) | ||||||||||||||||||||||
Balances at end, Amount at Dec. 31, 2014 | (11,189,953) | $ 0 | $ 0 | $ 0 | $ 6,769 | $ 59,141,404 | $ (70,338,127) | |||||||||||||||||
Balances at end, Shares at Dec. 31, 2014 | 0 | 0 | 0 | 6,769,106 | ||||||||||||||||||||
Net loss | (13,064,000) | |||||||||||||||||||||||
Balances at end, Amount at Sep. 30, 2015 | $ (1,291,000) |
Statements of Convertible Pref6
Statements of Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance of common stock in IPO, discounts & commission | $ 861,948 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||||
Net loss | $ (13,064,000) | $ (6,019,000) | $ (13,237,616) | $ (3,707,243) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 48,000 | 20,000 | 28,516 | 42,114 |
Stock-based compensation expense | 746,000 | 21,000 | 345,435 | 38,417 |
Amortization of intangible assets | 11,000 | |||
Loss on disposition of property and equipment | 8,000 | 7,727 | 1,446 | |
Change in fair value of preferred stock warrants | 888,000 | |||
Change in fair value of stock warrants | 1,177,000 | 895,000 | 3,941,335 | 105,320 |
Change in fair value of common stock warrants | 1,177,000 | |||
Non-cash interest expense relating to convertible promissory notes & amortization of discount on notes | 4,128,863 | 2,860,267 | ||
Inducement charge for Series C warrants | 3,050,000 | |||
Non-cash interest expense relating to line of credit | 1,529 | |||
Non-cash expense of issuing shares to Aspire Capital | 183,000 | |||
Non-cash interest expense relating to warrants and convertible promissory notes | 1,811,000 | |||
Change in operating assets and liabilities: | ||||
Accounts receivable | (94,000) | 112,000 | 149,605 | (149,605) |
Inventories | (267,000) | (109,336) | ||
Other receivables | 150,782 | |||
Prepaid expenses and other assets | 27,000 | (101,000) | (1,671,232) | (2,557) |
Accounts payable | 542,000 | 103,000 | 353,897 | (161,803) |
Accrued liabilities | 720,000 | 229,000 | ||
Accrued compensation & other current liabilities | 72,806 | (62,356) | ||
Net cash used in operating activities | (6,921,000) | (2,928,000) | (4,484,362) | (885,218) |
Cash flows from investing activities: | ||||
Cash paid for purchase of assets of NeoForce Group, Inc. | (1,000,000) | 0 | ||
Increase in restricted cash | (91,000) | |||
Cash paid for patent acquisition | (150,000) | |||
Purchase of property and equipment | (48,000) | (30,683) | (1,274) | |
Net cash (used in) provided by investing activities | (1,289,000) | 0 | (30,683) | (1,274) |
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock | 1,434,000 | |||
Proceeds from issuance of preferred stock warrants | 1,946 | |||
Proceeds from exercise of common stock options | 294,000 | |||
Proceeds from issuance of convertible notes payable | 1,999,000 | 2,490,781 | ||
Proceeds from line of credit | 100,000 | |||
Proceeds from Initial Public Offering | 10,727,475 | |||
Initial Public Offering costs paid | (530,000) | (276,000) | (2,117,217) | |
Repayment of credit line | (102,000) | |||
Net cash provided by financing activities | 4,973,000 | 1,723,000 | 11,202,985 | |
Net increase (decrease) in cash and cash equivalents | (3,237,000) | (1,205,000) | 6,687,940 | (886,492) |
Cash and cash equivalents, beginning of period | 7,956,710 | 1,268,770 | 1,268,770 | 2,155,262 |
Cash and cash equivalents, end of period | 4,720,000 | $ 64,000 | 7,956,710 | 1,268,770 |
Supplemental disclosures of noncash investing and financing information | ||||
Patent costs included in Accrued liabilities | 300,000 | |||
Reduction in initial public offering costs payable | 45,000 | |||
Cashless exercise of 2010/2012 warrants | 13,000 | |||
Issuance of 50,000 shares of Common Stock as consideration for patent acquisition | 112,000 | |||
Supplemental disclosures of noncash investing and financing information | ||||
Initial Public Offering costs accrued and included in Accounts Payable | 575,181 | |||
Issuance of restricted common stock in exchange for intellectual property | $ 23,986 | |||
Beneficial conversion feature related to the warrants to purchase shares of convertible preferred stock in connection with convertible promissory notes | 1,723,984 | |||
Issuance of warrants for the purchase of convertible preferred stock in connection with notes payable | 966,978 | |||
Series A Warrant Liability [Member] | ||||
Cash flows from financing activities: | ||||
Proceeds from exercise of warrants | 156,000 | |||
Series A Warrant Liability [Member] | Cash Exercise [Member] | ||||
Supplemental disclosures of noncash investing and financing information | ||||
De-recognition warrant liability | 42,000 | |||
Private Placement Series B Warrants [Member] | ||||
Cash flows from financing activities: | ||||
Proceeds from exercise of warrants | 3,832,000 | |||
Tender Offer Series B Warrants [Member] | ||||
Cash flows from financing activities: | ||||
Proceeds from exercise of warrants | 6,000 | |||
Other Series B Warrants [Member] | ||||
Cash flows from financing activities: | ||||
Proceeds from exercise of warrants | 189,000 | |||
Series B Warrant Liability [Member] | ||||
Cash flows from financing activities: | ||||
Series B warrant transaction costs paid | (306,000) | |||
Supplemental disclosures of noncash investing and financing information | ||||
De-recognition warrant liability | 9,500,000 | |||
Series B Warrant Liability [Member] | Cash Exercise [Member] | ||||
Supplemental disclosures of noncash investing and financing information | ||||
De-recognition warrant liability | 6,747,000 | |||
Series B Warrant Liability [Member] | Cash Less Exercise [Member] | ||||
Supplemental disclosures of noncash investing and financing information | ||||
De-recognition warrant liability | 9,475,000 | |||
Series B Warrant Liability [Member] | Warrants contributed back to the Company [Member] | ||||
Supplemental disclosures of noncash investing and financing information | ||||
De-recognition warrant liability | $ 3,000 | |||
IPO [Member] | 2014 Convertible Promissory Notes [Member] | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Non-cash interest expense relating to convertible promissory notes & amortization of discount on notes | 1,855,452 | |||
Supplemental disclosures of noncash investing and financing information | ||||
Notes payable converted into common stock in IPO | 2,512,119 | |||
IPO [Member] | 2010 and 2012 Convertible Promissory Notes [Member] | ||||
Supplemental disclosures of noncash investing and financing information | ||||
Notes payable converted into common stock in IPO | 15,410,110 | |||
IPO [Member] | Series A Warrant Liability [Member] | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of stock warrants | 636,897 | |||
IPO [Member] | Series B Warrant Liability [Member] | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of stock warrants | $ (5,789,625) |
Condensed Statements of Cash F8
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 | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Description of Business | Note 1. Description of Business Capnia, Inc. (the “Company”) was incorporated in the State of Delaware on August 25, 1999, and is located in Redwood City, California. The Company develops 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 ® | Note 1. Description of Business Capnia, Inc. (the “Company”) was incorporated in the State of Delaware on August 25, 1999, and is located in Redwood City, California. The Company develops diagnostics and therapeutics based on its proprietary technology for precision metering of gas flow. The Company’s first diagnostic product, CoSense ® The Company has also obtained CE Mark certification in the E.U. for Serenz™, a therapeutic product candidate for the treatment of symptoms related to allergic rhinitis (“AR”). The Company out licensed Serenz to Block Drug Company, a wholly-owned subsidiary of GlaxoSmithKline (“GSK”) in 2013, realizing revenue in the form of a non-refundable up-front payment of $3.0 million. In June 2014, the GSK agreement terminated and the licensed rights to Serenz were returned to the Company. Initial Public Offering On November 18, 2014, the Company completed its initial public offering (“IPO”), pursuant to which the Company issued 1,650,000 units (each unit consisting of one share of common stock, one Series A warrant and one Series B warrant) and received net proceeds of approximately $8.0 million, after deducting underwriting discounts and commissions and IPO related expenses. The following table summarizes the results of the Company’s IPO: Transaction Number of Common Proceeds Units Issued in IPO 1,650,000 1,650,000 $ 10,708,500 Issuance of A & B Warrants (overallotment to underwriters) — — $ 18,975 Conversion of preferred Stock (one for one conversion ratio) — 865,429 — 2010/2012 Convertible notes — 3,165,887 — 2014 Convertible Notes 552,105 552,105 — Totals 2,202,105 6,233,421 $ 10,727,475 In addition to the above, upon the completion of the IPO, the 2009, 2010 and 2012 preferred stock warrants were converted into warrants to purchase 523,867 shares of the Company’s common stock (see Note 6). As part of the IPO, the Company issued 2,449,605 Series A warrants to purchase 2,449,605 shares of the Company’s common stock. The Company also issued 2,449,605 Series B warrants to purchase an adjustable number of shares of the Company’s common stock (see Note 8). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
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. | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The balance sheet at December 31, 2013 has been derived from the audited financial statements at that date. Significant Risks and Uncertainties The Company has experienced losses since its inception and, as of December 31, 2014, has an accumulated deficit of approximately $71.0 million and cash and cash equivalents of approximately $8.0 million. In 2013 the Company received payments totaling approximately $3.0 million pursuant to the license agreement with GSK pertaining to Serenz. This agreement terminated in June 2014, and the Company does not expect additional revenue to result from it. The Company plans to commercialize Serenz in the E.U. via a partnership or distributorship arrangements. In the U.S., the Company intends to determine the regulatory approval pathway for Serenz in dialogue with the FDA, and subsequently to seek partnership or distributorship arrangements for commercialization. On November 18, 2014 the Company completed its IPO and received net proceeds of $8.0 million, after deducting underwriting discounts and commissions and IPO related expenses. On March 5, 2015 the Company received approximately $3.8M as a result of Series B warrant holders exercising warrants to purchase shares of the Company’s common stock. The Company initiated its commercialization of CoSense starting in October of 2014, and will achieve profitability only if it can generate sufficient revenue from sales of the Company’s CoSense instruments and consumables, or from license fees, milestone payments, and research and development payments in connection with potential future strategic partnerships. Although management has been successful in raising capital in the past, most recently in April 2014, August 2014, October 2014, November 2014 and March 2015, there can be no assurance that the Company will be successful, or that any needed financing will be available in the future at terms acceptable to the Company. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of expenses in the financial statements and accompanying notes. Actual results could differ from those estimates. Key estimates included in the financial statements include the valuation of deferred income tax assets and the valuation of debt and equity instruments and stock-based compensation. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents at two commercial banks that management believes are of high credit quality. Cash and cash equivalents deposited with these commercial banks exceeded the Federal Deposit Insurance Corporation insurable limit at December 31, 2014 and 2013. The Company expects this to continue. Segments The Company operates in one segment. Management uses one measurement of profitability and does not segregate its business for internal reporting, making operating decisions, and assessing financial performance. All long-lived assets are maintained in the United States of America. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company’s cash and cash equivalents are held in institutions in the U.S. and include deposits in a money market fund which was unrestricted as to withdrawal or use. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of payments primarily related to insurance and short-term deposits. Prepaid expenses are initially recorded upon payment and are expensed as goods or services are received. Accounts Receivable Accounts receivable as of December 31, 2013 consist of balances due from GSK pursuant to the license agreement executed in 2013. The Company did not record an allowance for doubtful accounts as this balance was deemed fully collectible. Inventory Inventory as of December 31, 2014 consist of raw materials to be used in the manufacture of CoSense monitors and single-use nasal cannulas. Inventory is stated at the lower of cost or market under the first-in, first-out (FIFO) method. Property and Equipment, Net Property and equipment are stated at cost net of accumulated depreciation and depreciated using the straight-line method over the estimated useful lives of the assets, generally between three and five years. Leasehold improvements are amortized on a straight-line basis over the lesser of their useful life or the term of the lease. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging.” ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional (as that term is described in the implementation guidance to ASC 815). The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options. The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options.” Convertible Preferred Stock Warrant Liability The Company has issued freestanding warrants to purchase shares of its convertible preferred stock. Prior to the IPO, the Company classified the fair value of these warrants as liabilities on the balance sheet as they corresponded to the treatment of the preferred stock as temporary equity. The Company accounted for the warrants as derivative instruments. Changes in the fair value of the warrants were presented separately as other income (expense) in the Company’s statements of operations for each reporting period. The Company used the Monte Carlo simulation model to determine the fair values of the warrants. As a result, the valuation of this derivative instrument is subjective because the option-valuation model requires the input of highly subjective assumptions, including the expected stock price volatility and the probability of a future occurrence of a fundamental transaction. Changes in these assumptions can materially affect the fair value estimate and, such impacts can, in turn, result in material non-cash charges or credits, and related impacts on earnings or loss per share, in the statements of operations. At the time of the IPO, all of the warrants to purchase preferred stock were exchanged for warrants to purchase common stock, that met the conditions necessary for equity classification and are therefore no longer subject to adjustment to fair value. Series A Warrant Liability The Company has issued Series A Warrants to purchase shares of its common stock. 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. Therefore, under ASC 815, the Company classified the fair value of these Series A Warrants as liabilities on the balance sheet due to this possibility that the Company may be obligated to settle the warrants in cash. As the warrants are publicly traded, the Company uses the closing price on the measurement date to determine the fair value of these warrants. Series B Warrant Liability The Company has issued Series B Warrants to purchase shares of its common stock. In the event that the market price of the Company’s common stock falls below $6.50 at any time between March 12, 2015 and February 12, 2016, the Series B Warrants will become exercisable on a cashless basis for a number of common shares that increases as the market price of the Company’s common stock decreases, and exercisable at a discount to the tracking price of the common stock at the time. The Company classified the fair value of these Series B Warrants as liabilities on the balance sheet in accordance with the guidance in ASC 815-40. The Company accounted for the warrants as derivative instruments, as the value is derived from the performance of an underlying entity, the Company’s common stock. The Company used the Monte Carlo simulation model to determine the fair value of the warrants. As a result, the valuation of this derivative instrument is subjective because the option-valuation model requires the input of highly subjective assumptions, including the expected stock price volatility. Changes in these assumptions can materially affect the fair value estimate and, such impacts can, in turn, result in material non-cash charges or credits, and related impacts on earnings or loss per share, in the statements of operations. The Company recorded changes in fair value of the Series B Warrants as a component of other income (expense). In addition to the Series B Warrants, the Company issued Series A Warrants in connection with its IPO, has other warrants issued prior to the IPO in connection with convertible debt and has other warrants classified as part of its permanent equity. Under ASC 815-40-35, the Company adopted a sequencing policy that reclassifies contracts from equity to assets or liabilities for those with the latest inception date first. The Company will evaluate future issuance of securities as to reclassification as a liability under its sequencing policy of latest inception date first until either all of the Series B Warrants are settled or expire. In accordance with the guidance under ASC 815-40-25, the Company has determined that it has a sufficient number of authorized and unissued shares, to settle all existing commitments as of December 31, 2014. Convertible Preferred Stock At the time of the IPO, all outstanding shares of preferred stock converted into common stock at a conversion rate of one to one, and were reclassified to permanent equity. Revenue Recognition The Company recognized revenue during the year ended December 31, 2013 pursuant to its license agreement with GSK. The revenue was recognized because there was persuasive evidence of an arrangement, the price was fixed or determinable, and collectability was reasonably assured. The up-front payment for revenue recognized in 2013 was received prior to December 31, 2013 and was nonrefundable. No revenue was recognized during the year ended December 31, 2014. The agreement was terminated in the second quarter of 2014, and the Company does not have any further monetary obligations with respect to this agreement. Research and Development Research and development costs are charged to operations as incurred. Research and development costs consist primarily of salaries and benefits, consultant fees, prototype expenses, certain facility costs and other costs associated with clinical trials, net of reimbursed amounts. Costs to acquire technologies to be used in research and development that have not reached technological feasibility and have no alternative future use are expensed to research and development costs when incurred. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the amounts at which assets and liabilities are recorded for financial reporting purposes and the amounts recorded for income tax purposes. Deferred income taxes are classified as current or non-current, based on the classifications of the related assets and liabilities giving rise to the temporary differences. A valuation allowance is provided against the Company’s deferred income tax assets when their realization is not reasonably assured. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. Stock-Based Compensation For stock options granted to employees, the Company recognizes compensation expense for all stock-based awards based on the estimated fair value on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service period. The fair value of stock options is determined using the Black-Scholes option pricing model. The determination of fair value for stock-based awards on the date of grant using an option pricing model requires management to make certain assumptions regarding a number of complex and subjective variables. Stock-based compensation expense related to stock options granted to non-employees is recognized based on the fair value of the stock options, determined using the Black-Scholes option pricing model, as they are earned. The awards generally vest over the time period the Company expects to receive services from the non-employee. Comprehensive Income (Loss) Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. There have been no items qualifying as other comprehensive income (loss) and, therefore, for all periods presented, the Company’s comprehensive income (loss) was the same as its reported net income (loss). Net Income (Loss) per Share of Common Stock Basic net income (loss) per common share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net income (loss) per share calculation, convertible preferred stock, convertible promissory notes, stock options and stock warrants are considered to be potentially dilutive securities. Because the Company has reported a net loss for the years ended December 31, 2014 and 2013, diluted net loss per common share is the same as basic net loss per common share for those periods. The following is a reconciliation of the number of shares used in the calculation of basic earnings per share and diluted earnings per share during the years ended December 31, 2014 and 2013: Fiscal Year Ended 2014 2013 Net loss $ (13,237,616 ) $ (3,707,243 ) Weighted-average shares used in computing basic and diluted net loss per common share 1,270,033 535,648 Basic and diluted net loss per common share $ (10.42 ) $ (6.92 ) Effective as of the completion of the IPO, all of the Company’s preferred stock was converted to common stock. The following potentially dilutive securities outstanding have been excluded from the computations of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported (in common stock equivalent shares): Fiscal Year Ended 2014 2013 Convertible preferred stock — 865,429 Warrants issued to 2010/2012 convertible note holders to purchase stock 523,867 Adjustable Stock issuable upon conversion of convertible notes — Adjustable Options to purchase common stock 1,072,011 239,606 Warrants issued in 2009 to purchase stock 9,259 9,259 Warrants issued to Underwriter to purchase common stock 82,500 — Series A Warrants to purchase common stock 2,449,605 — Series B Warrants to purchase common stock Adjustable — Reverse Stock Split The Company’s board of directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 1-for-12 reverse split of shares of the Company’s common stock and convertible preferred stock, and to change the total authorized number of common stock and convertible preferred stock, which amendment was filed with the Secretary of State of the State of Delaware on July 28, 2014. All issued and outstanding common stock, convertible preferred stock, options for common stock, warrants for preferred stock and per share amounts contained in the financial statements have been retroactively adjusted to reflect this reverse split for all periods presented. All authorized common stock and convertible preferred stock numbers contained in the financial statements have been adjusted to reflect the modifications effected pursuant to the July 28, 2014 amendment to the Company’s amended and restated certificate of incorporation. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. On June 10, 2014, the FASB issued ASU 2014-10, Elimination of Certain Financial Reporting Requirements, Including Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The Company adopted ASU 2014-10 as of June 30, 2014, and therefore is no longer considered in the development stage. The Company continues to engage in research and development activities; however, the adoption of this ASU allows the Company to remove the inception to date information and all references to development stage in the accompanying financial statements. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements. |
Revision of Prior Year Financia
Revision of Prior Year Financial Statements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
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 ) | 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, we believe 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, we have revised the financial statements included therein and recorded adjustments to additional paid in capital, long term liabilities, other expense, net loss and accumulated deficit accounts to correct this error. The following table sets forth the revised balances reported in our comparative financial statements as if adjustments had been made: (in thousands except per share data) Previously 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 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 | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
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 | Note 4. Fair Value of Financial Instruments The carrying value of the Company’s cash, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these items. Based on the borrowing rates currently available to the Company for debt with similar terms and consideration of default and credit risk, the carrying value of the convertible promissory notes approximates their fair value. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: • Level I Unadjusted quoted prices in active markets for identical assets or liabilities; • Level II Inputs other than quoted prices included within Level I that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and • Level III Unobservable inputs that are supported by little or no market activity for the related assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurements at December 31, 2013 Total Level 1 Level 2 Level 3 Assets Money market fund $ 1,256,752 $ 1,256,752 $ — $ — Liabilities Convertible preferred stock warrant liability $ 1,464,877 $ — $ — $ 1,464,877 Fair Value Measurements at December 31, 2014 (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 For the fiscal year ended December 31, 2013, the fair value measurement of the convertible preferred stock warrant liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement. The Company’s estimated fair value of the convertible preferred stock warrant liability is calculated using a Monte Carlo simulation and key assumptions including the probabilities of settlement scenarios, enterprise value, time to liquidity, risk-free interest rates, discount for lack of marketability and volatility (see Note 7). The estimates are based, in part, on subjective assumptions. Generally, increases or decreases in the fair value of the underlying convertible preferred stock would result in a directionally similar impact in the fair value measurement of the warrant liability. In connection with the completion of the Company’s IPO in November 2014, all of the outstanding warrants to purchase convertible preferred stock converted into warrants to purchase shares of common stock and were reclassified to permanent equity. The fair value of the Series A Warrant liability is based on the closing price of the warrants using a NASDAQ trading price on November 18, 2014 and December 31, 2014, and therefore represent a Level 1 measurement. For the fiscal year ended December 31, 2014, the fair value measurement of the Series B warrant liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement. The Company’s estimated fair value of the Series B warrant liability is calculated using a Monte Carlo simulation and key assumptions including the volatility, of the Company’s stock, expected dividend yield and risk-free interest rates (see Note 8). The estimates are based, in part, on subjective assumptions. Generally, increases or decreases in the trading price of the Company’s stock would result in a directionally opposite impact in the fair value measurement of the Series B warrant liability. During the periods presented, the Company has not changed the manner in which it values liabilities that are measured at fair value using Level 3 inputs. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the periods presented. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 5. Property and Equipment, Net Property and equipment consisted of the following: December 31, December 31, Furniture and fixtures $ 170,811 $ 180,238 Computer hardware 27,555 27,555 Leasehold improvements 4,075 10,726 $ 202,441 $ 218,519 Less accumulated depreciation and amortization (144,834 ) (155,352 ) Total $ 57,607 $ 63,167 Depreciation expense was $42,114 and $28,516 for the fiscal years ended December 31, 2013 and December 31, 2014, respectively. |
Related Party Convertible Promi
Related Party Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Related Party Convertible Promissory Notes | Note 6. Related Party Convertible Promissory Notes 2010/2012 Convertible Promissory Notes In 2010 and 2012 the Company entered into convertible promissory notes with various investors for a total principal amount of $10,200,413. These notes were collateralized by substantially all of the assets of the Company and bore interest at a compounded interest rate of 12% per annum. As of the completion of the IPO on November 18, 2014, the Company had $15,410,110 in aggregate principal amount and accrued interest outstanding under the 2010/2012 convertible promissory notes, which automatically converted into 3,165,887 shares of common stock in conjunction with the IPO based on a conversion price of $4.87 per share of common stock which represented the contractual conversion price of 75% of the price of common stock issued in the IPO. The Company incurred $2,860,267 and $1,416,554 of interest expense related to these notes in the years ended December 31, 2013 and December 31, 2014, respectively. In connection with the 2010/2012 convertible promissory notes the Company issued warrants for the purchase of preferred stock (see Note 7). 2014 Convertible Promissory Notes In April 2014, the Company entered into convertible promissory notes with various investors for a total principal amount of $1,747,681. These notes bore interest at the rate of 2% per annum in the event that the note is automatically converted into units, equal to one share of common stock and a warrant to purchase one share of common stock, upon the Company’s IPO, prior to the maturity date of September 30, 2015. These notes automatically converted to units upon completion of the Company’s IPO based on a conversion price of $4.55 per unit, which represented the contractual conversion price of 70% of the price per unit issued in the IPO. In connection with the April 2014 convertible notes, the Company issued a warrant for the purchase of preferred stock. The number of shares for which the warrant may be exercised is to be determined by dividing an amount equal to 25% of the unpaid principal by the exercise price prior to the expiration of this warrant. The exercise price for the warrant is 75% of the price per share of the next financing securities issued in the next financing or $16.20 per share if converted into the Series C preferred stock. The warrants are exercisable: (1) after the earlier of (a) the closing date of a next financing that occurs prior to the Company’s consummation of the IPO or (b) the note maturity date and (2) prior to the expiration of this warrant on the earlier of 10 years or the date of a qualified IPO. The estimated fair value of the warrants at issuance was determined to be $600,148, which was recorded as a debt discount and amortized using the effective interest method over the term of the convertible notes. The Company estimated the fair value of its preferred stock warrant liability at issuance utilizing a Monte Carlo simulation based on expected volatility range of 35%-60%, expected time to liquidity event of 1.50-5 years and risk-free interest rate range of 0.2-2.6%. The Company determined that these warrants met the conditions necessary for liability classification (see Note 7). After allocating $600,148 to the warrants issued in connection with the April 2014 convertible notes as discussed above, the Company determined the intrinsic value of the beneficial conversion feature to be $1,347,406, which was recorded as a debt discount to the convertible notes and within additional paid-in capital. The debt discount was amortized using the effective interest rate method over the term of the convertible notes. The discount to convertible notes for the intrinsic value of the beneficial conversion feature embedded in debt instruments is based upon the differences between the fair value of the underlying preferred stock at the commitment date of the note transaction and the effective conversion price embedded in the note. In August 2014, the Company entered into convertible promissory notes with various investors for a total principal amount of $249,693. These notes bore interest at the rate of 2% per annum in the event that the note is automatically converted into units, equal to one share of common stock and a warrant to purchase one share of common stock, upon the Company’s IPO, prior to the maturity date of September 30, 2015. These notes automatically converted to units upon completion of the Company’s IPO based on a conversion price of $4.55 per unit, which represented the contractual conversion price of 70% of the price per unit issued in the IPO. In connection with the August 2014 convertible notes, the Company issued a warrant for the purchase of preferred stock. The number of shares for which the warrant may be exercised is to be determined by dividing an amount equal to 25% of the unpaid principal by the exercise price prior to the expiration of this warrant. The exercise price for the warrant is 75% of the price per share of the next financing securities issued in the next financing or $16.20 per share if converted into Series C preferred stock. The warrants are exercisable: (1) after the earlier of (a) the closing date of a next financing that occurs prior to the Company’s consummation of the IPO or (b) the note maturity date and (2) prior to the expiration of this warrant on the earlier of 10 years or the date of a qualified IPO. The estimated fair value of the warrants at issuance was determined to be $113,295, which was recorded as a debt discount and amortized using the effective interest method over the term of the convertible notes. The Company estimated the fair value of its preferred stock warrant liability at issuance utilizing a Monte Carlo simulation based on expected volatility range of 35%-60%, expected time to liquidity event of 1.25-5 years and risk-free interest rate of 0.2-2.26%. The Company determined that these warrants met the conditions necessary for liability classification (see Note 7). After allocating $113,295 to the warrants issued in connection with the August 2014 convertible notes as discussed above, the Company determined the intrinsic value of the beneficial conversion feature to be $136,705, which was recorded as a debt discount to the convertible notes and within additional paid-in capital. The debt discount was amortized using the effective interest rate method over the term of the convertible notes. The discount to convertible notes for the intrinsic value of the beneficial conversion feature embedded in debt instruments is based upon the differences between the fair value of the underlying preferred stock at the commitment date of the note transaction and the effective conversion price embedded in the note. In October 2014, the Company entered into convertible promissory notes with various investors for a total principal amount of $493,407. These notes bore interest at the rate of 2% per annum in the event that the note is automatically converted into units, equal to one share of common stock and a warrant to purchase one share of common stock, upon the Company’s IPO, prior to the maturity date of September 30, 2015. These notes automatically converted to units upon completion of the Company’s IPO based on a conversion price of $4.55 per unit, which represented the contractual conversion price of 70% of the price per unit issued in the IPO. In connection with the October 2014 convertible notes, the Company issued a warrant for the purchase of preferred stock. The number of shares for which the warrant may be exercised is to be determined by dividing an amount equal to 25% of the unpaid principal by the exercise price prior to the expiration of this warrant. The exercise price for the warrant is 75% of the price per share of the next financing securities issued in the next financing or $16.20 per share if converted into the Series C preferred stock. The warrants are exercisable: (1) after the earlier of (a) the closing date of a next financing that occurs prior to the Company’s consummation of the IPO or (b) the note maturity date and (2) prior to the expiration of this warrant on the earlier of 10 years or the date of a qualified IPO. The estimated fair value of the warrants at issuance was determined to be $253,535, which was recorded as a debt discount and amortized using the effective interest method over the term of the convertible notes. The Company estimated the fair value of its preferred stock warrant liability at issuance utilizing a Monte Carlo simulation based on expected volatility range of 35%-60%, expected time to liquidity of event of 1.0 years-5 years and risk-free interest rate of 0.2-2.26%. The Company determined that these warrants met the conditions necessary for liability classification. (See Note 7). After allocating $253,535 to the warrants issued in connection with the October 2014 convertible notes as discussed above, the Company determined the intrinsic value of the beneficial conversion feature to be $239,872, which was recorded as a debt discount to the convertible notes and within additional paid-in capital. The debt discount was amortized using the effective interest rate method over the term of the convertible notes. The discount to convertible notes for the intrinsic value of the beneficial conversion feature embedded in debt instruments is based upon the differences between the fair value of the underlying preferred stock at the commitment date of the note transaction and the effective conversion price embedded in the note. In relation to the April, August and October 2014 convertible notes payable, the Company recognized interest expense through November 18, 2014 of $21,348. The Company recorded interest expense in connection with the amortization of the debt discount through November 18, 2014 of $835,509. In addition, the Company recorded interest expense of $1,855,452 related to the write-off of the unamortized portion of the debt discount upon the conversion of the notes upon the date of the IPO. Prior to the completion of the IPO on November 18, 2014, the Company had $2,512,119 in aggregate principal amount and accrued interest outstanding under the April, August and October 2014 convertible promissory notes. The 2014 convertible promissory notes automatically converted into units of common stock and warrants issued in the IPO. Based on the IPO price of $6.50 per unit, the April, August and October 2014 convertible promissory notes automatically converted into 552,105 units (which consisted of 552,105 shares of common stock, Series A warrants to purchase 552,105 shares of common stock, and Series B warrants to purchase 552,105 shares of common stock). |
Convertible Preferred Stock War
Convertible Preferred Stock Warrants | 12 Months Ended |
Dec. 31, 2014 | |
Text Block [Abstract] | |
Convertible Preferred Stock Warrants | Note 7. Convertible Preferred Stock Warrants In 2010 and 2012, in conjunction with the related party convertible note financings, the Company issued preferred stock warrants. The number of shares for which the warrant may be exercised is to be determined by dividing an amount equal to 25% of the unpaid principal by (a) 75% of the price per share of the equity securities issued in the next round of equity financing under certain conditions or (b) if converting into Series C preferred stock, $16.20 per share. The exercise price for the warrant is 75% of the price per share of equity securities issued in such financing or $16.20 per share if converted into the Series C preferred stock. The warrants are immediately exercisable and will expire 10 years from the original issuance date. The Company re-measured the associated fair value of the convertible preferred stock warrant liability at each reporting period. As of December 31, 2013, the Company used a Monte Carlo simulation to calculate the fair value of its convertible preferred stock warrant liability using the following inputs: December 31, Volatility 38% – 47% Expected Term (years) 0.75 – 2.00 Expected dividend yield 0.0% Risk-free rate 0.12% – 0.38% In addition to the assumptions above, the Company’s estimated fair value of the convertible preferred stock warrant liability is calculated using other key assumptions including the probability and value of the next equity financing, enterprise value, and discount for lack of marketability. Management, with the assistance of an independent valuation firm, makes these subjective determinations based on available current information; however, as such information changes, so might management’s determinations and such changes could have a material impact of future operating results. The Company changed the methodology described above to calculate the fair value of its preferred stock warrant upon the IPO, as all of preferred stock warrants converted into warrants to purchase shares of common stock and the IPO was completed. The Company used a Black Scholes model to calculate the value of these warrants on November 18, 2014 using the following inputs: November 18, Volatility 61% – 71% Contractual Term (years) 4.5 – 7.5 Expected dividend yield 0.0% Risk-free rate 1.50% – 2.09% Stock Price $ 4.00 Exercise Price $ 4.87 – $21.60 As of December 31, 2013 and November 18, 2014 (IPO date), outstanding convertible preferred stock warrants consisted of: Contractual Exercise Number of Fair Value at Fair Value at January 2009 10 years $ 21.60 9,259 42,444 2,911 2010/2012 10 years Adjustable Adjustable 1,422,433 1,217,808 Total 1,464,877 1,220,719 The decrease in the fair value of the 2009 and 2010/2012 warrants between 12/31/2013 and the IPO date of $244,151 was recorded as other income during the year ended December 31, 2014. In connection with the completion of the Company’s IPO, the 2009 and 2010/2012 outstanding warrants to purchase convertible preferred stock converted into warrants to purchase 523,867 shares of the Company’s common stock with an exercise price of $4.87 and are no longer subject to adjustment to fair value as they were reclassified to permanent equity upon conversion. In addition to the above, the preferred stock warrants that were issued in connection with the Company’s 2014 convertible promissory notes expired upon the IPO. The fair value of the preferred stock warrant liability related to the 2014 notes was derecognized as a liability and accordingly the Company recorded a gain of $967,234 as other income during the year ended December 31, 2014. As of December 31, 2013 all warrants issued by the Company prior to the IPO were issued to related parties consisting of investors and the Chairman of the Board. Upon the IPO, the January 2009 warrants became exercisable for 9,259 of the Company’s common stock, with an exercise price of $21.60. |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
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. | Note 8. Series A Warrants and Series B Warrants Series A Warrants The Company has issued Series A warrants to purchase shares of its common stock at an exercise price of $6.50 per share. The total proceeds from the issuance of the Series A warrants in the IPO was $9,488. The Series A warrants are exercisable prior to the expiration of the five-year term on November 12, 2019. 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. Therefore, under ASC 815, the Company classified the fair value of these Series A warrants as liabilities on the balance sheet due to this possibility that the Company may be obligated to settle the warrants in cash. 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. As of November 18, 2014 and December 31, 2014, the outstanding Series A Warrants and fair market values were: Issuance Date Contractual Exercise Number of Shares Fair Value at Fair Value at November 2014 5 years $ 6.50 2,449,605 2,449,605 $ 1,494,259 $ 857,362 The decrease in the fair value of the Series A Warrants between the IPO date and 12/31/2014 of $636,897 was recognized on a revised basis as other income during the year ended December 31, 2014. Upon completion of the Company’s IPO on November 18, 2014, the 2014 convertible promissory notes automatically converted into 552,105 units (which consisted of 552,105 shares of common stock, Series A Warrants to purchase 552,105 shares of common stock and Series B warrants to purchase 552,105 shares of common stock). In addition, the Company issued 1,897,500 Series A warrants in connection with its IPO. Series B Warrants The Company has issued Series B Warrants to purchase shares of its common stock. In the event that the market price of the Company’s common stock falls below $6.50 at any time between March 12, 2015 and February 12, 2016, the Series B Warrants will become exercisable on a cashless basis for a number of common shares that increases as the market price of the Company’s common stock decreases, and exercisable at a discount to the tracking price of the common stock at the time. The total proceeds from the issuance of the Series B warrants in the IPO was $9,488. The Company accounts for the Series B Warrants in accordance with the guidance in ASC 815-40. The terms of the Series B Warrants do not explicitly limit the potential number of shares, thereby the exercise of the B warrants could result in the Company’s obligation to deliver a potentially unlimited number of shares upon settlement. As such, share settlement is not considered to be within the control of the Company and as provided under ASC 815-40, the warrants do not meet the criteria for equity classification and are recorded as a liability. Accordingly, the Company classified the Series B Warrants as liabilities at their fair value at the date of the IPO and will re-measure the warrants at each balance sheet date until they are exercised or expire. Any change in the fair value is recognized as other income (expense) in the Company’s statement of operations. As of November 18, 2014 and December 31, 2014, the Company used a Monte Carlo simulation to calculate the fair value of its Series B Warrant liability. This model is dependent upon several variables such as the warrant’s term, exercise price, current stock price, risk-free interest rate estimated over the contractual term, estimated volatility of our stock over the term of warrant and the estimated market price of our stock during the cashless exercise period. The risk-free rate is based on U.S. Treasury securities with similar maturities as the expected terms of the warrants. The volatility is estimated based on blending the volatility rates for a number of similar publicly-traded companies. The Company used the following inputs: November 18, December 31, Volatility 64 % 86 % Expected Term (years) 1.25 1.1 Expected dividend yield 0.0 % 0.0 % Risk-free rate 0.20 % 0.26 % In addition to the assumptions above, the Company’s estimated fair value of the Series B warrant liability is calculated using other key assumptions. Management, with the assistance of an independent valuation firm, makes these subjective determinations based on available current information; however, as such information changes, so might management’s determinations and such changes could have a material impact of future operating results. As of November 18, 2014 and December 31, 2014, the outstanding Series B Warrants and fair market values were: Issuance Date Contractual Exercise Number of Shares Fair Value at Fair Value at November 2014 15 months Adjustable 2,449,605 Adjustable $ 11,649,106 $ 17,438,731 The increase in the fair value of the Series B Warrants between the IPO date and 12/31/2014 of $5,789,625 was recognized as an other expense during the year ended December 31, 2014. In addition to the Series B warrants, the Company issued Series A Warrants in connection with its IPO, has other warrants issued prior to the IPO in connection with convertible debt and has other warrants classified as part of its permanent equity. Under ASC 815-40-35, the Company has adopted a sequencing policy that reclassifies contracts from equity to assets or liabilities for those with the latest inception date first. In accordance with the guidance under ASC 815-40-25, the Company has evaluated that it has a sufficient number of authorized and unissued shares, to settle all existing commitments as of December 31, 2014. |
Credit Facility
Credit Facility | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
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. | Note 9. Line of Credit On September 29, 2014, the Company established a line of credit in the amount of up to $0.1 million. The line of credit bears a fixed interest rate of 6.0% per annum simple interest. The line of credit has a two-year repayment term, with prepayment at the Company’s option with no penalty. The line of credit shall be payable out of cash received in the Company’s accounts receivable following the commencement of commercial sales. In October, 2014, the Company drew down the full amount of $0.1 million provided for by the line of credit. |
Commitments
Commitments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments | 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. | Note 10. Commitments Facility Leases The Company leases its headquarters facility under a non-cancelable operating lease agreement set to expire the end of May 2015. The Company previously leased two other facilities under non-cancelable operating lease agreements that expired in January 2014 and May 2014, respectively. Rent expense was $304,000 and $230,000 during the fiscal years ended December 31, 2013 and December 31, 2014, respectively. As of December 31, 2014, the Company’s future minimum commitment under the non-cancelable operating lease is approximately $18,000. Product Development Agreement In 2010 the Company entered into an asset purchase agreement with BioMedical Drug Development, Inc. Pursuant to the agreement, the Company made a payment of $150,000 for the acquisition of intellectual property which the Company used to develop its product, CoSense. As part of the terms of the agreement, the Company is contingently committed to make development and sales-related milestone payments of up to $200,000 under certain circumstances, as well as single-digit-percentage royalties relating to potential planned product sales of CoSense. The amount, timing and likelihood of these payments are unknown, as they are dependent on the occurrence of future events that may or may not occur. During the fiscal years ended December 31, 2013 and December 31, 2014, the Company made no payments and incurred no liabilities in connection with the agreement, and there are no outstanding payments due as of December 31, 2013 and December 31, 2014. |
Capital Stock
Capital Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Capital Stock | 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. | Note 11. Capital Stock Common Stock: The Company is authorized to issue 100,000,000 shares of common stock as of December 31, 2014 with a par value of $0.001 per share. As of December 31, 2013 and December 31, 2014, the Company had 535,685 and 6,769,106 shares, respectively, of common stock issued and outstanding. Upon the completion of the IPO on November 18, 2014, the 6,769,106 shares of common stock issued and outstanding consisted of the following: Legacy Shareholders 535,685 Issued in connection with the IPO 1,650,000 Issued upon conversion of the 2014 convertible notes 552,105 Issued upon conversion of the 2010/2012 convertible notes 3,165,887 Issued upon conversion of the preferred stock 865,429 Total 6,769,106 Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the Board of Directors, subject to the prior rights of all classes of stock outstanding. The holders of common stock, voting as a separate class, are entitled to elect one member of the Board of Directors. Convertible Preferred Stock: The Company is authorized to issue 1,860,000 shares of convertible preferred stock. The shares outstanding as of December 31, 2013 and December 31, 2014 are as follows: Shares Outstanding Series Par Shares December 31, December 31, A $ 0.001 40,000 31,250 — B 0.001 320,000 119,140 — C 0.001 1,500,000 715,039 — 1,860,000 865,429 — In connection with the completion of the Company’s IPO on November 18, 2014, all shares of convertible preferred stock converted into 865,429 shares of common stock at a conversion ratio of one to one. |
Stock Option Compensation
Stock Option Compensation | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Compensation | Note 12. Stock Option Compensation Stock Option Plan The Company has adopted the 1999 Incentive Stock Plan, the 2010 Equity Incentive Plan, and the 2014 Equity Incentive Plan (together, the Plans). The 1999 Incentive Stock Plan expired in 2009, and the 2010 Equity Incentive Plan has been closed to new issuances. Therefore, the Company may issue options to purchase shares of common stock to employees, directors, and consultants only under the 2014 Equity Incentive Plan. Options granted under the 2014 Plan may be incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to Company employees and directors. NSOs may be granted to employees, directors, advisors, and consultants. The Board of Directors has the authority to determine to whom options will be granted, the number of options, the term, and the exercise price. Options are to be granted at an exercise price not less than fair value for an ISO or 85% of fair value for an NSO. For individuals holding more than 10% of the voting rights of all classes of stock, the exercise price of an option will not be less than 110% of fair value. The vesting period is normally monthly over a period of four years from the vesting date. The contractual term of an option is no longer than five years for ISOs for which the grantee owns greater than 10% of the voting power of all classes of stock and no longer than ten years for all other options. The Company recognized stock-based compensation expense related to options granted to employees for the fiscal years ended December 31, 2013 and 2014 of $38,417 and $345,435, respectively. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the statements of operations for stock-based compensation arrangements as of December 31, 2013 and December 31, 2014. Stock compensation expense was allocated between departments as follows Year ended December 31, December 31, Research & Development $ 64,020 $ 14,431 Sales & Marketing $ 8,335 $ — General & Administrative $ 273,080 $ 23,986 Total $ 345,435 $ 38,417 The Company did not grant any stock options and no options were exercised during the year ended 12/31/2013. The Company granted options to purchase 926,384 of the Company’s common stock in 2014. The fair value of each award granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions for the year ended December 31, 2014: Year Ended Expected life (years) 5.8 – 6.1 Risk-free interest rate 1.6% – 1.8 % Volatility 43% – 59 % Dividend rate 0 % Expected volatility is based on volatilities of a group of public companies operating in the Company’s industry. The expected life of stock options represents the average of the contractual term of the options and the weighted-average vesting period, as permitted under the simplified method. The Company has elected to use the simplified method, as the Company does not have enough historical exercise experience to provide a reasonable basis upon which to estimate the expected term and the stock option grants are considered “plain vanilla” options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The following table summarizes stock option transactions for the years ended December 31, 2013 and December 31, 2014 as issued under the Plans: Options Number of Average Weighted Balances, December 31, 2013 124,824 239,606 3.36 2014 Plan authorized 1,437,165 Closed 2010 Plan (123,523 ) Granted (926,384 ) 926,384 7.15 $ 1.03 Forfeited 93,979 (93,979 ) 6.75 $ 1.03 Balances, December 31, 2014 606,061 1,072,011 6.34 At December 31, 2013 and at December 31, 2014, there were 232,302 and 578,889 options to purchase shares, respectively, vested with a weighted-average exercise price of $3.36 and $5.58 per share, respectively, a weighted average contractual life of 3.86 and 7.46 years, respectively and a weighted average grant date fair value per option of $0.1 and $0.66, respectively. As of December 31, 2014, the outstanding stock options had an intrinsic value of $20,228. The weighted average remaining contractual term of the outstanding options was 8.67 years as of December 31, 2014. Future stock-based compensation for unvested employee options granted and outstanding as of December 31, 2014 is approximately $539,087 to be recognized over a remaining requisite service period of 3.88 years. The fair value of an equity award granted to a non-employee generally is determined in the same manner as an equity award granted to an employee. In most cases, the fair value of the equity securities granted is more reliably determinable than the fair value of the goods or services received. Stock-based compensation related to its grant of options to non-employees has not been material to date. |
GSK License Agreement
GSK License Agreement | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
GSK License Agreement | Note 13. GSK License Agreement In 2013, the Company entered into a license agreement with GSK in which GSK was to develop and commercialize the Company’s product, Serenz, on a world-wide basis. In 2013, the Company recognized license revenue of $3,000,000 due to a non-refundable payment upon execution of the agreement. In June 2014, the GSK agreement terminated and the licensed rights to Serenz were returned to the Company. Accordingly, the Company does not expect additional revenue to result from this agreement. Because the upfront payment was non-refundable, the Company is not obligated to return any of the funds as a result of the termination of the agreement. The Company does not have any continuing obligations under the GSK agreement. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes Due to net losses in 2014 and 2013, the Company had no material current, deferred, or total income tax expense in the years ended December 31, 2014 and 2013. A reconciliation of income tax expense with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes is as follows: Years Ended December 31, 2014 2015 (revised) Tax on the loss before income tax expense computed at the federal statutory rate of 34% $ (4,500,789 ) $ (1,290,190 ) State tax (benefit) at statutory rate, net of federal benefit (13,020 ) 43,265 Change in Valuation Allowance 1,578,347 779,869 Change in research and development credits 316,311 (71,856 ) Change in fair value of warrants 2,744,492 — Other (125,341 ) 508,912 Income tax expense $ — $ — Effective income tax rate 0 % 0 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows at December 31, 2014 and 2013: December 31, 2014 2015 Current Deferred Tax Assets: Accruals $ 71,953 $ 36,571 Non-Current Deferred Tax Assets: Net Operating Loss Carryforwards 22,125,807 20,124,059 Research and development credits 1,345,833 1,792,798 Intangible Assets 46,784 48,733 Fixed Assets (10,505 ) (636 ) Total Non-Current Deferred Tax Assets 23,507,919 21,964,954 Total Deferred Tax Assets 23,579,872 22,001,525 Valuation Allowance (23,579,872 ) (22,001,525 ) Net Deferred Tax Assets $ — $ — The Company has recorded a full valuation allowance against its net deferred tax assets as it believes that it is more likely than not that such assets will not be realized. The valuation allowance increased by $1,578,347 from December 31, 2013 to December 31, 2014 primarily due to the generation of current year net operating losses and research and development credits claimed. As of December 31, 2014, the Company had $56,626,541 of federal and $49,238,708 of state net operating loss, respectively, available to offset future taxable income. The federal net operating loss carryforwards begins to expire in 2019 and the state net operating loss carryforwards will begin to expire in 2015, if not utilized. As of December 31, 2014, the Company also had $1,298,450 of federal and $945,710 of state research and development credit carryforwards, respectively. The federal research and development credit carryforward begins to expire in 2024 and the state research and development credit can be carryforward indefinitely. In addition, the use of net operating loss and tax credit carryforwards may be limited under Section 382 of the Internal Revenue Code in certain situations where changes occur in the stock ownership of a company. In the event that the Company has had a change in ownership, utilization of the carryforwards could be restricted. The following tables summarize the activities of gross unrecognized tax benefits: December 31, 2014 2013 Beginning balance — — Increase related to prior year tax positions 628,383 — Decreases related to prior year tax positions — — Increase related to Current year tax positions 44,864 — Decreases related to current year tax positions — — Ending Balance $ 673,247 $ — The amount of unrecognized tax benefits that would impact the effective tax rate were approximately none and none as of December 31, 2014 and December 31, 2013, respectively. As of December 31, 2014, $673,248 of unrecognized tax benefits would be offset by a change in valuation allowance. In July 2013, the FASB issued guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss or tax carryforward exists. FASB concluded that an unrecognized tax benefit should be presented as a reduction of a deferred tax asset except in certain circumstances the unrecognized tax benefit should be presented as a liability and should not be combined with deferred tax assets. The amendment is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013, with early adoption permitted. The Company adopted this guidance during the year ended December 31, 2014 and presented its unrecognized tax benefit as a reduction of deferred tax assets as of December 31, 2014. The Company files income tax returns in the U.S. federal jurisdiction and certain state jurisdictions. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. In the U.S. federal jurisdiction, tax years 1999 forward remain open to examination, and in the state tax jurisdiction, years 2004 forward remain open to examination. As a result of the expiration of the Company’s net operating loss carry-forwards, the Company has adopted the provisions set forth in FASB ASC Topic 740, to account for uncertainty in income taxes. In the preparation of income tax returns in federal and state jurisdictions, the Company asserts certain tax positions based on its understanding and interpretation of the income tax law. The taxing authorities may challenge such positions, and the resolution of such matters could result in recognition of income tax expense in the Company’s financial statements. Management believes it has used reasonable judgments and conclusions in the preparation of its income tax returns. The Company uses the “more likely than not” criterion for recognizing the tax benefit of uncertain tax positions and to establish measurement criteria for income tax benefits. The Company has determined it has no material unrecognized assets or liabilities related to uncertain tax positions as of December 31, 2014. The Company does not anticipate any significant changes in such uncertainties and judgments during the next 12 months. In the event the Company should need to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as a component of other expense. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Contribution Plan | Note 15. Defined Contribution Plan The Company sponsors a 401(k) Plan, which stipulates that eligible employees can elect to contribute to the 401(k) Plan, subject to certain limitations of eligible compensation. The Company may match employee contributions in amounts to be determined at the Company’s sole discretion. To date, the Company has not made any matching contributions. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
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. | Note 16. Subsequent Events On January 9, 2015, the Company entered into an agreement with Lucile Packard Foundation for Children’s Health, a charitable organization, to provide gifts totaling $210,000 during 2015. The purpose of the donation is to provide unrestricted support of the translational research efforts for Neonatal-Perinatal and Developmental Medicine under the direction of Dr. Vinod Bhutani. A portion of the funds may be provided to Beaumont Children’s Hospital, Royal Oak, MI; Albert Einstein Medical Center, Philadelphia, PA and McKay Dee Hospital & Intermountain Medical Center, Ogden, UT for research efforts provided by these collaborators. On February 2, 2015, the Company signed an amendment to its current lease agreement, extending the lease through June 2018. The amendment provides for monthly lease payments of $21,719 for the first year starting in June 2015, with modest increases in the following two years. On March 5, 2015, the Company entered into separate agreements with certain holders of the Company’s Series B warrants, who agreed to exercise their Series B warrants to purchase an aggregate of 589,510 shares of the Company’s common stock at an exercise price of $6.50 per share, resulting in gross proceeds to the Company of approximately $3.8 million. In connection with this exercise of the Series B warrants, the Company issued to each investor who exercised Series B warrants, new Series C warrants for the number of shares of the Company’s common stock underlying the Series B warrants that were exercised. Each Series C warrant will be exercisable at $6.25 per share and will expire on March 5, 2020. The new Series C warrants are exercisable into 589,510 shares of the Company’s common stock. The Company intends to offer all remaining holders of Series B warrants, through the Exchange Offer, the opportunity to exercise the Series B warrants held by them and receive Series C warrants with the same terms indicated above. |
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. |
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. |
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. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
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. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The balance sheet at December 31, 2013 has been derived from the audited financial statements at that date. |
Significant Risks and Uncertainties | Significant Risks and Uncertainties The Company has experienced losses since its inception and, as of December 31, 2014, has an accumulated deficit of approximately $71.0 million and cash and cash equivalents of approximately $8.0 million. In 2013 the Company received payments totaling approximately $3.0 million pursuant to the license agreement with GSK pertaining to Serenz. This agreement terminated in June 2014, and the Company does not expect additional revenue to result from it. The Company plans to commercialize Serenz in the E.U. via a partnership or distributorship arrangements. In the U.S., the Company intends to determine the regulatory approval pathway for Serenz in dialogue with the FDA, and subsequently to seek partnership or distributorship arrangements for commercialization. On November 18, 2014 the Company completed its IPO and received net proceeds of $8.0 million, after deducting underwriting discounts and commissions and IPO related expenses. On March 5, 2015 the Company received approximately $3.8M as a result of Series B warrant holders exercising warrants to purchase shares of the Company’s common stock. The Company initiated its commercialization of CoSense starting in October of 2014, and will achieve profitability only if it can generate sufficient revenue from sales of the Company’s CoSense instruments and consumables, or from license fees, milestone payments, and research and development payments in connection with potential future strategic partnerships. Although management has been successful in raising capital in the past, most recently in April 2014, August 2014, October 2014, November 2014 and March 2015, there can be no assurance that the Company will be successful, or that any needed financing will be available in the future at terms acceptable to the Company. | |
Use of Estimates | Use of Estimates The preparation of 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. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of expenses in the financial statements and accompanying notes. Actual results could differ from those estimates. Key estimates included in the financial statements include the valuation of deferred income tax assets and the valuation of debt and equity instruments and stock-based compensation. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents at two commercial banks that management believes are of high credit quality. Cash and cash equivalents deposited with these commercial banks exceeded the Federal Deposit Insurance Corporation insurable limit at September 30, 2015 and December 31, 2014. The Company expects this to continue. | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents at two commercial banks that management believes are of high credit quality. Cash and cash equivalents deposited with these commercial banks exceeded the Federal Deposit Insurance Corporation insurable limit at December 31, 2014 and 2013. The Company expects this to continue. |
Segments | Segments The Company operates in one segment. Management uses one measurement of profitability and does not segregate its business for internal reporting, making operating decisions, and assessing financial performance. All long-lived assets are maintained in the United States of America. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments, 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. | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company’s cash and cash equivalents are held in institutions in the U.S. and include deposits in a money market fund which was unrestricted as to withdrawal or use. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of payments primarily related to insurance and short-term deposits. Prepaid expenses are initially recorded upon payment and are expensed as goods or services are received. | |
Accounts Receivable | Accounts Receivable Accounts receivable as of December 31, 2013 consist of balances due from GSK pursuant to the license agreement executed in 2013. The Company did not record an allowance for doubtful accounts as this balance was deemed fully collectible. | |
Inventory | Inventory Inventory as of December 31, 2014 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. | Inventory Inventory as of December 31, 2014 consist of raw materials to be used in the manufacture of CoSense monitors and single-use nasal cannulas. Inventory is stated at the lower of cost or market under the first-in, first-out (FIFO) method. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost net of accumulated depreciation and depreciated using the straight-line method over the estimated useful lives of the assets, generally between three and five years. Leasehold improvements are amortized on a straight-line basis over the lesser of their useful life or the term of the lease. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. | |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging.” ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional (as that term is described in the implementation guidance to ASC 815). The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options. The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options.” | |
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. | Convertible Preferred Stock Warrant Liability The Company has issued freestanding warrants to purchase shares of its convertible preferred stock. Prior to the IPO, the Company classified the fair value of these warrants as liabilities on the balance sheet as they corresponded to the treatment of the preferred stock as temporary equity. The Company accounted for the warrants as derivative instruments. Changes in the fair value of the warrants were presented separately as other income (expense) in the Company’s statements of operations for each reporting period. The Company used the Monte Carlo simulation model to determine the fair values of the warrants. As a result, the valuation of this derivative instrument is subjective because the option-valuation model requires the input of highly subjective assumptions, including the expected stock price volatility and the probability of a future occurrence of a fundamental transaction. Changes in these assumptions can materially affect the fair value estimate and, such impacts can, in turn, result in material non-cash charges or credits, and related impacts on earnings or loss per share, in the statements of operations. At the time of the IPO, all of the warrants to purchase preferred stock were exchanged for warrants to purchase common stock, that met the conditions necessary for equity classification and are therefore no longer subject to adjustment to fair value. Series A Warrant Liability The Company has issued Series A Warrants to purchase shares of its common stock. 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. Therefore, under ASC 815, the Company classified the fair value of these Series A Warrants as liabilities on the balance sheet due to this possibility that the Company may be obligated to settle the warrants in cash. As the warrants are publicly traded, the Company uses the closing price on the measurement date to determine the fair value of these warrants. Series B Warrant Liability The Company has issued Series B Warrants to purchase shares of its common stock. In the event that the market price of the Company’s common stock falls below $6.50 at any time between March 12, 2015 and February 12, 2016, the Series B Warrants will become exercisable on a cashless basis for a number of common shares that increases as the market price of the Company’s common stock decreases, and exercisable at a discount to the tracking price of the common stock at the time. The Company classified the fair value of these Series B Warrants as liabilities on the balance sheet in accordance with the guidance in ASC 815-40. The Company accounted for the warrants as derivative instruments, as the value is derived from the performance of an underlying entity, the Company’s common stock. The Company used the Monte Carlo simulation model to determine the fair value of the warrants. As a result, the valuation of this derivative instrument is subjective because the option-valuation model requires the input of highly subjective assumptions, including the expected stock price volatility. Changes in these assumptions can materially affect the fair value estimate and, such impacts can, in turn, result in material non-cash charges or credits, and related impacts on earnings or loss per share, in the statements of operations. The Company recorded changes in fair value of the Series B Warrants as a component of other income (expense). In addition to the Series B Warrants, the Company issued Series A Warrants in connection with its IPO, has other warrants issued prior to the IPO in connection with convertible debt and has other warrants classified as part of its permanent equity. Under ASC 815-40-35, the Company adopted a sequencing policy that reclassifies contracts from equity to assets or liabilities for those with the latest inception date first. The Company will evaluate future issuance of securities as to reclassification as a liability under its sequencing policy of latest inception date first until either all of the Series B Warrants are settled or expire. In accordance with the guidance under ASC 815-40-25, the Company has determined that it has a sufficient number of authorized and unissued shares, to settle all existing commitments as of December 31, 2014. |
Convertible Preferred Stock | Convertible Preferred Stock At the time of the IPO, all outstanding shares of preferred stock converted into common stock at a conversion rate of one to one, and were reclassified to permanent equity. | |
Revenue Recognition | Revenue Recognition The Company 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. | Revenue Recognition The Company recognized revenue during the year ended December 31, 2013 pursuant to its license agreement with GSK. The revenue was recognized because there was persuasive evidence of an arrangement, the price was fixed or determinable, and collectability was reasonably assured. The up-front payment for revenue recognized in 2013 was received prior to December 31, 2013 and was nonrefundable. No revenue was recognized during the year ended December 31, 2014. The agreement was terminated in the second quarter of 2014, and the Company does not have any further monetary obligations with respect to this agreement. |
Research and Development | Research and Development Research and development costs are charged to operations as incurred. Research and development costs consist primarily of salaries and benefits, consultant fees, prototype expenses, certain facility costs and other costs associated with clinical trials, net of reimbursed amounts. 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. | Research and Development Research and development costs are charged to operations as incurred. Research and development costs consist primarily of salaries and benefits, consultant fees, prototype expenses, certain facility costs and other costs associated with clinical trials, net of reimbursed amounts. Costs to acquire technologies to be used in research and development that have not reached technological feasibility and have no alternative future use are expensed to research and development costs when incurred. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the amounts at which assets and liabilities are recorded for financial reporting purposes and the amounts recorded for income tax purposes. Deferred income taxes are classified as current or non-current, based on the classifications of the related assets and liabilities giving rise to the temporary differences. A valuation allowance is provided against the Company’s deferred income tax assets when their realization is not reasonably assured. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. | |
Stock-Based Compensation | Stock-Based Compensation For stock options granted to employees, the Company recognizes compensation expense for all stock-based awards based on the estimated fair value on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service period. The fair value of stock options is determined using the Black-Scholes option pricing model. The determination of fair value for stock-based awards on the date of grant using an option pricing model requires management to make certain assumptions regarding a number of complex and subjective variables. Stock-based compensation expense related to stock options granted to non-employees is recognized based on the fair value of the stock options, determined using the Black-Scholes option pricing model, as they are earned. The awards generally vest over the time period the Company expects to receive services from the non-employee. | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. There have been no items qualifying as other comprehensive income (loss) and, therefore, for all periods presented, the Company’s comprehensive income (loss) was the same as its reported net income (loss). | |
Net Income (Loss) per Share of Common Stock | Net Income (Loss) per Share of Common Stock Basic net income (loss) per common share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net income (loss) per share calculation, convertible preferred stock, convertible promissory notes, stock options and stock warrants are considered to be potentially dilutive securities. Because the Company has reported a net loss for the years ended December 31, 2014 and 2013, diluted net loss per common share is the same as basic net loss per common share for those periods. The following is a reconciliation of the number of shares used in the calculation of basic earnings per share and diluted earnings per share during the years ended December 31, 2014 and 2013: Fiscal Year Ended 2014 2013 Net loss $ (13,237,616 ) $ (3,707,243 ) Weighted-average shares used in computing basic and diluted net loss per common share 1,270,033 535,648 Basic and diluted net loss per common share $ (10.42 ) $ (6.92 ) Effective as of the completion of the IPO, all of the Company’s preferred stock was converted to common stock. The following potentially dilutive securities outstanding have been excluded from the computations of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported (in common stock equivalent shares): Fiscal Year Ended 2014 2013 Convertible preferred stock — 865,429 Warrants issued to 2010/2012 convertible note holders to purchase stock 523,867 Adjustable Stock issuable upon conversion of convertible notes — Adjustable Options to purchase common stock 1,072,011 239,606 Warrants issued in 2009 to purchase stock 9,259 9,259 Warrants issued to Underwriter to purchase common stock 82,500 — Series A Warrants to purchase common stock 2,449,605 — Series B Warrants to purchase common stock Adjustable — | |
Reverse Stock Split | Reverse Stock Split The Company’s board of directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 1-for-12 reverse split of shares of the Company’s common stock and convertible preferred stock, and to change the total authorized number of common stock and convertible preferred stock, which amendment was filed with the Secretary of State of the State of Delaware on July 28, 2014. All issued and outstanding common stock, convertible preferred stock, options for common stock, warrants for preferred stock and per share amounts contained in the financial statements have been retroactively adjusted to reflect this reverse split for all periods presented. All authorized common stock and convertible preferred stock numbers contained in the financial statements have been adjusted to reflect the modifications effected pursuant to the July 28, 2014 amendment to the Company’s amended and restated certificate of incorporation. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by 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. | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. On June 10, 2014, the FASB issued ASU 2014-10, Elimination of Certain Financial Reporting Requirements, Including Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The Company adopted ASU 2014-10 as of June 30, 2014, and therefore is no longer considered in the development stage. The Company continues to engage in research and development activities; however, the adoption of this ASU allows the Company to remove the inception to date information and all references to development stage in the accompanying financial statements. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements. |
Fair Value of Financial Instruments | The carrying value of the Company’s cash, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these items. Based on the borrowing rates currently available to the Company for debt with similar terms and consideration of default and credit risk, the carrying value of the convertible promissory notes approximates their fair value. | |
Fair Value Measurement | Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. | |
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. | |
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. | |
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. | |
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. | |
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. |
Description of Business (Tables
Description of Business (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
IPO [Member] | |
Summary of Initial Public Offering | The following table summarizes the results of the Company’s IPO: Transaction Number of Common Proceeds Units Issued in IPO 1,650,000 1,650,000 $ 10,708,500 Issuance of A & B Warrants (overallotment to underwriters) — — $ 18,975 Conversion of preferred Stock (one for one conversion ratio) — 865,429 — 2010/2012 Convertible notes — 3,165,887 — 2014 Convertible Notes 552,105 552,105 — Totals 2,202,105 6,233,421 $ 10,727,475 |
Net loss per share (Tables)
Net loss per share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
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 ) | The following is a reconciliation of the number of shares used in the calculation of basic earnings per share and diluted earnings per share during the years ended December 31, 2014 and 2013: Fiscal Year Ended 2014 2013 Net loss $ (13,237,616 ) $ (3,707,243 ) Weighted-average shares used in computing basic and diluted net loss per common share 1,270,033 535,648 Basic and diluted net loss per common share $ (10.42 ) $ (6.92 ) |
Schedule of Potentially Dilutive Securities Outstanding Excluded from Computations of Diluted Weighted-Average Shares Outstanding | The following potentially dilutive securities outstanding have been excluded from the computations of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported (in Common Stock equivalent shares): 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 — | 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): Fiscal Year Ended 2014 2013 Convertible preferred stock — 865,429 Warrants issued to 2010/2012 convertible note holders to purchase stock 523,867 Adjustable Stock issuable upon conversion of convertible notes — Adjustable Options to purchase common stock 1,072,011 239,606 Warrants issued in 2009 to purchase stock 9,259 9,259 Warrants issued to Underwriter to purchase common stock 82,500 — Series A Warrants to purchase common stock 2,449,605 — Series B Warrants to purchase common stock Adjustable — |
Revision of Prior Year Financ32
Revision of Prior Year Financial Statements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
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 ) | The following table sets forth the revised balances reported in our comparative financial statements as if adjustments had been made: (in thousands except per share data) Previously 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 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 Instr33
Fair Value of Financial Instruments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | ||
Summary of Financial Instruments Measured at Fair Value on Recurring Basis | The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (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 following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurements at December 31, 2013 Total Level 1 Level 2 Level 3 Assets Money market fund $ 1,256,752 $ 1,256,752 $ — $ — Liabilities Convertible preferred stock warrant liability $ 1,464,877 $ — $ — $ 1,464,877 Fair Value Measurements at December 31, 2014 (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 |
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 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: December 31, December 31, Furniture and fixtures $ 170,811 $ 180,238 Computer hardware 27,555 27,555 Leasehold improvements 4,075 10,726 $ 202,441 $ 218,519 Less accumulated depreciation and amortization (144,834 ) (155,352 ) Total $ 57,607 $ 63,167 |
Convertible Preferred Stock W35
Convertible Preferred Stock Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value of Convertible Preferred Stock Warrant Liability | As of December 31, 2013, the Company used a Monte Carlo simulation to calculate the fair value of its convertible preferred stock warrant liability using the following inputs: December 31, Volatility 38% – 47% Expected Term (years) 0.75 – 2.00 Expected dividend yield 0.0% Risk-free rate 0.12% – 0.38% | |
Summary of Outstanding Convertible Preferred Stock Warrants | As of December 31, 2013 and November 18, 2014 (IPO date), outstanding convertible preferred stock warrants consisted of: Contractual Exercise Number of Fair Value at Fair Value at January 2009 10 years $ 21.60 9,259 42,444 2,911 2010/2012 10 years Adjustable Adjustable 1,422,433 1,217,808 Total 1,464,877 1,220,719 | |
Series B Warrant Liability [Member] | ||
Fair Value of Convertible Preferred Stock Warrant Liability | As of 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 % | As of November 18, 2014 and December 31, 2014, the Company used a Monte Carlo simulation to calculate the fair value of its Series B Warrant liability. This model is dependent upon several variables such as the warrant’s term, exercise price, current stock price, risk-free interest rate estimated over the contractual term, estimated volatility of our stock over the term of warrant and the estimated market price of our stock during the cashless exercise period. The risk-free rate is based on U.S. Treasury securities with similar maturities as the expected terms of the warrants. The volatility is estimated based on blending the volatility rates for a number of similar publicly-traded companies. The Company used the following inputs: November 18, December 31, Volatility 64 % 86 % Expected Term (years) 1.25 1.1 Expected dividend yield 0.0 % 0.0 % Risk-free rate 0.20 % 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 % | |
IPO [Member] | ||
Fair Value of Convertible Preferred Stock Warrant Liability | The Company used a Black Scholes model to calculate the value of these warrants on November 18, 2014 using the following inputs: November 18, Volatility 61% – 71% Contractual Term (years) 4.5 – 7.5 Expected dividend yield 0.0% Risk-free rate 1.50% – 2.09% Stock Price $ 4.00 Exercise Price $ 4.87 – $21.60 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Summary of Outstanding Series A 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 A Warrant Liability [Member] | ||
Summary of Outstanding Series A Warrants and Fair Market Values | As of November 18, 2014 and December 31, 2014, the outstanding Series A Warrants and fair market values were: Issuance Date Contractual Exercise Number of Shares Fair Value at Fair Value at November 2014 5 years $ 6.50 2,449,605 2,449,605 $ 1,494,259 $ 857,362 | |
Series B Warrant Liability [Member] | ||
Summary of Outstanding Series A Warrants and Fair Market Values | As of November 18, 2014 and December 31, 2014, the outstanding Series B Warrants and fair market values were: Issuance Date Contractual Exercise Number of Shares Fair Value at Fair Value at November 2014 15 months Adjustable 2,449,605 Adjustable $ 11,649,106 $ 17,438,731 |
Capital Stock (Tables)
Capital Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Summary of Common Stock Issued and Outstanding | Upon the completion of the IPO on November 18, 2014, the 6,769,106 shares of common stock issued and outstanding consisted of the following: Legacy Shareholders 535,685 Issued in connection with the IPO 1,650,000 Issued upon conversion of the 2014 convertible notes 552,105 Issued upon conversion of the 2010/2012 convertible notes 3,165,887 Issued upon conversion of the preferred stock 865,429 Total 6,769,106 | |
Summary of Convertible Preferred Stock | The Company is authorized to issue 1,860,000 shares of convertible preferred stock. The shares outstanding as of December 31, 2013 and December 31, 2014 are as follows: Shares Outstanding Series Par Shares December 31, December 31, A $ 0.001 40,000 31,250 — B 0.001 320,000 119,140 — C 0.001 1,500,000 715,039 — 1,860,000 865,429 — | |
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 | Stock compensation expense was allocated between departments as follows Year ended December 31, December 31, Research & Development $ 64,020 $ 14,431 Sales & Marketing $ 8,335 $ — General & Administrative $ 273,080 $ 23,986 Total $ 345,435 $ 38,417 |
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 | The following table summarizes stock option transactions for the years ended December 31, 2013 and December 31, 2014 as issued under the Plans: Options Number of Average Weighted Balances, December 31, 2013 124,824 239,606 3.36 2014 Plan authorized 1,437,165 Closed 2010 Plan (123,523 ) Granted (926,384 ) 926,384 7.15 $ 1.03 Forfeited 93,979 (93,979 ) 6.75 $ 1.03 Balances, December 31, 2014 606,061 1,072,011 6.34 |
Stock Option Compensation (Tabl
Stock Option Compensation (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Fair Value of Award Granted Using Black-Scholes Option Pricing Model | The fair value of each award granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions for the year ended December 31, 2014: Year Ended Expected life (years) 5.8 – 6.1 Risk-free interest rate 1.6% – 1.8 % Volatility 43% – 59 % Dividend rate 0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Income Tax Expense by Applying Statutory U.S. Federal Income Tax Rate to Income Before Income Taxes | A reconciliation of income tax expense with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes is as follows: Years Ended December 31, 2014 2015 (revised) Tax on the loss before income tax expense computed at the federal statutory rate of 34% $ (4,500,789 ) $ (1,290,190 ) State tax (benefit) at statutory rate, net of federal benefit (13,020 ) 43,265 Change in Valuation Allowance 1,578,347 779,869 Change in research and development credits 316,311 (71,856 ) Change in fair value of warrants 2,744,492 — Other (125,341 ) 508,912 Income tax expense $ — $ — Effective income tax rate 0 % 0 % |
Significant Components of Company's Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows at December 31, 2014 and 2013: December 31, 2014 2015 Current Deferred Tax Assets: Accruals $ 71,953 $ 36,571 Non-Current Deferred Tax Assets: Net Operating Loss Carryforwards 22,125,807 20,124,059 Research and development credits 1,345,833 1,792,798 Intangible Assets 46,784 48,733 Fixed Assets (10,505 ) (636 ) Total Non-Current Deferred Tax Assets 23,507,919 21,964,954 Total Deferred Tax Assets 23,579,872 22,001,525 Valuation Allowance (23,579,872 ) (22,001,525 ) Net Deferred Tax Assets $ — $ — |
Summary of Gross Unrecognized Tax Benefits | The following tables summarize the activities of gross unrecognized tax benefits: December 31, 2014 2013 Beginning balance — — Increase related to prior year tax positions 628,383 — Decreases related to prior year tax positions — — Increase related to Current year tax positions 44,864 — Decreases related to current year tax positions — — Ending Balance $ 673,247 $ — |
Summary of Significant Accoun40
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 |
NeoForce Group, Inc. Acquisit41
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 ($) | Sep. 08, 2015 | Nov. 18, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Description Of Business [Line Items] | ||||||
State of incorporation | Delaware | Delaware | ||||
Date of incorporation | Aug. 25, 1999 | Aug. 25, 1999 | ||||
Deferred revenue recognized | $ 0 | |||||
Net proceeds after deducting underwriting discounts and commissions and IPO related expenses | $ 10,727,475 | |||||
Business acquisition upfront cash payment | $ 1,000,000 | $ 0 | ||||
NeoForce, Inc [Member] | NeoForce Group, Inc. [Member] | ||||||
Description Of Business [Line Items] | ||||||
Business acquisition upfront cash payment | $ 1,000,000 | |||||
Series B Warrants to Purchase Shares of Common Stock [Member] | ||||||
Description Of Business [Line Items] | ||||||
Number of common stock purchased upon issuance of warrants | 2,449,605 | |||||
IPO [Member] | ||||||
Description Of Business [Line Items] | ||||||
Net proceeds after deducting underwriting discounts and commissions and IPO related expenses | $ 8,000,000 | |||||
IPO [Member] | Series A Warrants to Purchase Shares of Common Stock [Member] | ||||||
Description Of Business [Line Items] | ||||||
Number of warrants | 2,449,605 | |||||
Number of common stock purchased upon issuance of warrants | 2,449,605 | |||||
IPO [Member] | Series B Warrants to Purchase Shares of Common Stock [Member] | ||||||
Description Of Business [Line Items] | ||||||
Number of warrants | 2,449,605 | |||||
IPO [Member] | Warrants to Purchase Stock [Member] | ||||||
Description Of Business [Line Items] | ||||||
Debt conversion, warrants issued | 523,867 | |||||
Units [Member] | IPO [Member] | ||||||
Description Of Business [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. | 1,650,000 units (each unit consisting of one share of common stock, one Series A warrant and one Series B warrant) | ||||
Number of shares issued | 1,650,000 | 1,650,000 | ||||
Net proceeds after deducting underwriting discounts and commissions and IPO related expenses | $ 8,000,000 | $ 10,708,500 | ||||
GlaxoSmithKline [Member] | ||||||
Description Of Business [Line Items] | ||||||
Deferred revenue recognized | $ 3,000,000 |
Description of Business - Summa
Description of Business - Summary of Initial Public Offering (Detail) - USD ($) | Nov. 18, 2014 | Dec. 31, 2014 |
Description Of Business [Line Items] | ||
Proceeds from intimal public offering | $ 10,727,475 | |
IPO [Member] | ||
Description Of Business [Line Items] | ||
Proceeds from intimal public offering | $ 8,000,000 | |
IPO [Member] | 2014 Convertible Promissory Notes [Member] | ||
Description Of Business [Line Items] | ||
Convertible notes | 552,105 | |
Units [Member] | 2014 Convertible Promissory Notes [Member] | ||
Description Of Business [Line Items] | ||
Convertible notes | 552,105 | |
Units [Member] | IPO [Member] | ||
Description Of Business [Line Items] | ||
Units Issued in IPO | 1,650,000 | 1,650,000 |
Totals | 2,202,105 | |
Proceeds from intimal public offering | $ 8,000,000 | $ 10,708,500 |
Units [Member] | IPO [Member] | 2014 Convertible Promissory Notes [Member] | ||
Description Of Business [Line Items] | ||
Convertible notes | 552,105 | |
Series A & B Warrants [Member] | IPO [Member] | ||
Description Of Business [Line Items] | ||
Proceeds from intimal public offering | $ 18,975 | |
Common Stock [Member] | ||
Description Of Business [Line Items] | ||
Units Issued in IPO | 1,650,000 | |
Conversion of preferred Stock (one for one conversion ratio) | 865,429 | |
Common Stock [Member] | 2010 and 2012 Convertible Promissory Notes [Member] | ||
Description Of Business [Line Items] | ||
Conversion of preferred Stock (one for one conversion ratio) | 3,165,887 | |
Common Stock [Member] | 2014 Convertible Promissory Notes [Member] | ||
Description Of Business [Line Items] | ||
Conversion of preferred Stock (one for one conversion ratio) | 552,105 | |
Common Stock [Member] | IPO [Member] | ||
Description Of Business [Line Items] | ||
Units Issued in IPO | 1,650,000 | |
Conversion of preferred Stock (one for one conversion ratio) | 865,429 | 865,429 |
Totals | 6,233,421 | |
Common Stock [Member] | IPO [Member] | 2010 and 2012 Convertible Promissory Notes [Member] | ||
Description Of Business [Line Items] | ||
Convertible notes | 3,165,887 | 3,165,887 |
Common Stock [Member] | IPO [Member] | 2014 Convertible Promissory Notes [Member] | ||
Description Of Business [Line Items] | ||
Convertible notes | 552,105 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Additional Information (Detail) | Jul. 24, 2015shares | Jul. 01, 2015USD ($)shares | Jun. 30, 2015USD ($)shares | Mar. 05, 2015USD ($) | Nov. 18, 2014USD ($) | Jul. 31, 2015shares | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Feb. 12, 2016$ / shares | Dec. 31, 2014USD ($)Segment | Dec. 31, 2013USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2012USD ($) |
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||
Accumulated deficit | $ (83,402,000) | $ (83,402,000) | $ (70,338,126) | $ (57,100,511) | |||||||||
Cash and cash equivalents | 4,720,000 | 4,720,000 | 7,956,710 | 1,268,770 | $ 64,000 | $ 2,155,262 | |||||||
Net proceeds from issuance of IPO | $ 10,727,475 | ||||||||||||
Number of operating segments | Segment | 1 | ||||||||||||
Allowance for doubtful accounts | 0 | ||||||||||||
Deferred revenue recognized | $ 0 | ||||||||||||
Reverse stock split description | 1-for-12 reverse split of shares | ||||||||||||
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 | 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 | ||||||||||||
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 | |||||||||||
IPO [Member] | |||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||
Net proceeds from issuance of IPO | $ 8,000,000 | ||||||||||||
Series B Warrant Liability [Member] | |||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||
Exercise of warrants to purchase of common stock | $ 3,800,000 | ||||||||||||
Series B Warrant Liability [Member] | Subsequent event [Member] | |||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||
Exercise of warrants to purchase of common stock | $ 3,800,000 | ||||||||||||
Series B Warrants to Purchase Common Stock [Member] | Scenario Forecast [Member] | |||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||
Decrease in common stock market price | $ / shares | $ 6.50 | ||||||||||||
Minimum [Member] | |||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||
Estimated useful lives of property and equipment | 3 years | ||||||||||||
Intangible assets estimated useful lives | 5 years | ||||||||||||
Maximum [Member] | |||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||
Estimated useful lives of property and equipment | 5 years | ||||||||||||
Intangible assets estimated useful lives | 12 years | ||||||||||||
GlaxoSmithKline [Member] | |||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||
Proceeds from license agreement | 3,000,000 | ||||||||||||
Deferred revenue recognized | $ 3,000,000 |
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 ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | ||||||
Net loss | $ (3,293,000) | $ (2,393,000) | $ (13,064,000) | $ (6,019,000) | $ (13,237,616) | $ (3,707,243) |
Weighted-average shares used in computing basic and diluted net loss per common share | 10,040,079 | 535,685 | 8,178,897 | 535,685 | 1,270,033 | 535,648 |
Basic and diluted net loss per common share | $ (0.33) | $ (4.47) | $ (1.60) | $ (11.24) | $ (10.42) | $ (6.92) |
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 | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 865,429 | 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 | 1,072,011 | 239,606 |
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 | 9,259 | 9,259 |
Warrants to Purchase Stock [Member] | 2010 and 2012 Convertible Promissory Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 523,867 | |||
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 | 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 | 2,449,605 | ||
Series B Warrants to Purchase Shares of Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 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 |
Revision of Prior Year Financ47
Revision of Prior Year Financial Statements - Schedule of Revised Prior Period Balances (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Current liabilities | $ 6,028,000 | $ 6,028,000 | $ 1,289,785 | ||||
Total liabilities | 8,579,000 | 8,579,000 | 19,586,000 | ||||
Additional paid-in capital | 82,099,000 | 82,099,000 | 59,141,404 | $ 19,235,512 | |||
Accumulated deficit | (83,402,000) | (83,402,000) | (70,338,126) | (57,100,511) | |||
Total stockholders' deficit | (1,291,000) | (1,291,000) | (11,189,953) | (37,864,463) | $ (34,195,637) | ||
Liabilities and stockholders' deficit | 7,288,000 | 7,288,000 | 8,395,925 | 1,586,691 | |||
Other income (expense) | (110,000) | $ (1,070,000) | (4,411,000) | $ (2,705,000) | (3,948,578) | (1,965) | |
Net loss | $ (3,293,000) | $ (2,393,000) | $ (13,064,000) | $ (6,019,000) | $ (13,237,616) | $ (3,707,243) | |
Basic and diluted net loss per common share | $ (0.33) | $ (4.47) | $ (1.60) | $ (11.24) | $ (10.42) | $ (6.92) | |
Series A Warrant Liability [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Warrant liability | $ 1,819,000 | $ 1,819,000 | $ 857,362 | ||||
Series B Warrant Liability [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Warrant liability | 17,438,731 | ||||||
Previously reported [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Current liabilities | 1,290,000 | ||||||
Total liabilities | 18,729,000 | ||||||
Additional paid-in capital | 60,636,000 | ||||||
Accumulated deficit | (70,975,000) | ||||||
Total stockholders' deficit | (10,333,000) | ||||||
Liabilities and stockholders' deficit | 8,396,000 | ||||||
Other income (expense) | (4,585,000) | ||||||
Net loss | $ (13,875,000) | ||||||
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 | $ 17,439,000 | ||||||
Adjustment [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total liabilities | 857,000 | ||||||
Additional paid-in capital | (1,494,000) | ||||||
Accumulated deficit | 637,000 | ||||||
Total stockholders' deficit | (857,000) | ||||||
Other income (expense) | 637,000 | ||||||
Net loss | $ 637,000 | ||||||
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 | $ 857,000 |
Fair Value of Financial Instr48
Fair Value of Financial Instruments - Summary of Financial Instruments Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Series A Warrant Liability [Member] | |||
Liabilities | |||
Warrant liability | $ 1,819,000 | $ 857,362 | |
Series B Warrant Liability [Member] | |||
Liabilities | |||
Warrant liability | 17,438,731 | ||
Series C Warrant Liability [Member] | |||
Liabilities | |||
Warrant liability | 581,000 | $ 1,464,877 | |
Fair Value, Measurements, Recurring [Member] | Convertible preferred stock warrant liability [Member] | |||
Liabilities | |||
Warrant liability | 6,251,000 | 18,296,000 | 1,464,877 |
Fair Value, Measurements, Recurring [Member] | Convertible preferred stock warrant liability [Member] | Series A Warrant Liability [Member] | |||
Liabilities | |||
Warrant liability | 1,819,000 | 857,000 | |
Fair Value, Measurements, Recurring [Member] | Convertible preferred stock warrant liability [Member] | Series B Warrant Liability [Member] | |||
Liabilities | |||
Warrant liability | 3,851,000 | 17,439,000 | |
Fair Value, Measurements, Recurring [Member] | Convertible preferred stock warrant liability [Member] | Series C Warrant Liability [Member] | |||
Liabilities | |||
Warrant liability | 581,000 | ||
Fair Value, Measurements, Recurring [Member] | Money market fund [Member] | |||
Assets | |||
Cash and cash equivalents | 3,798,000 | 7,892,000 | 1,256,752 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Convertible preferred stock warrant liability [Member] | |||
Liabilities | |||
Warrant liability | 1,819,000 | 857,000 | |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Convertible preferred stock warrant liability [Member] | Series A Warrant Liability [Member] | |||
Liabilities | |||
Warrant liability | 1,819,000 | 857,000 | |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Money market fund [Member] | |||
Assets | |||
Cash and cash equivalents | 3,798,000 | 7,892,000 | 1,256,752 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Convertible preferred stock warrant liability [Member] | |||
Liabilities | |||
Warrant liability | 4,432,000 | 17,439,000 | $ 1,464,877 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Convertible preferred stock warrant liability [Member] | Series B Warrant Liability [Member] | |||
Liabilities | |||
Warrant liability | 3,851,000 | $ 17,439,000 | |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Convertible preferred stock warrant liability [Member] | Series C Warrant Liability [Member] | |||
Liabilities | |||
Warrant liability | $ 581,000 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Detail) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 202,441 | $ 218,519 | |
Less accumulated depreciation and amortization | (144,834) | (155,352) | |
Property and equipment, net | $ 98,000 | 57,607 | 63,167 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 170,811 | 180,238 | |
Computer Hardware [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 27,555 | 27,555 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 4,075 | $ 10,726 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 48,000 | $ 20,000 | $ 28,516 | $ 42,114 |
Related Party Convertible Pro51
Related Party Convertible Promissory Notes - Additional Information (Detail) - USD ($) | Nov. 18, 2014 | Oct. 31, 2014 | Aug. 31, 2014 | Apr. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | |||||||||
Debt instrument, percentage of share price | 75.00% | ||||||||
Debt instrument, interest expense | $ 752,000 | $ 1,000 | $ 1,810,000 | $ 4,130,394 | $ 2,860,267 | ||||
Convertible preferred stock warrants, Fair Value | $ 1,220,719 | 1,464,877 | |||||||
Beneficial conversion feature related to convertible promissory notes | 1,723,984 | ||||||||
Amortization of debt discount | 4,128,863 | 2,860,267 | |||||||
IPO [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Estimated volatility rate | 61.00% | ||||||||
Estimated liquidity term | 4 years 6 months | ||||||||
Estimated risk-free interest rate | 1.50% | ||||||||
IPO [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Estimated volatility rate | 71.20% | ||||||||
Estimated liquidity term | 7 years 6 months | ||||||||
Estimated risk-free interest rate | 2.09% | ||||||||
2010 and 2012 Convertible Promissory Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount of convertible promissory notes | $ 10,200,413 | ||||||||
Debt instrument, interest rate | 12.00% | ||||||||
Debt instrument, interest expense | $ 1,416,554 | 2,860,267 | |||||||
Convertible preferred stock warrants, Fair Value | $ 1,217,808 | $ 1,422,433 | |||||||
2010 and 2012 Convertible Promissory Notes [Member] | IPO [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount and accrued interest outstanding | $ 15,410,110 | ||||||||
2010 and 2012 Convertible Promissory Notes [Member] | IPO [Member] | Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible promissory notes converted into units/shares | 3,165,887 | 3,165,887 | |||||||
Convertible promissory notes, conversion price | $ 4.87 | ||||||||
Debt instrument, percentage of share price | 75.00% | ||||||||
2014 Convertible Promissory Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount of convertible promissory notes | $ 493,407 | $ 249,693 | $ 1,747,681 | ||||||
Debt instrument, interest rate | 2.00% | 2.00% | 2.00% | ||||||
Beneficial conversion feature related to convertible promissory notes | $ 239,872 | $ 136,705 | $ 1,347,406 | ||||||
Debt instrument, interest expense | $ 21,348 | ||||||||
Amortization of debt discount | 835,509 | ||||||||
2014 Convertible Promissory Notes [Member] | IPO [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount of convertible promissory notes | $ 2,512,119 | ||||||||
Convertible promissory notes converted into units/shares | 552,105 | ||||||||
Convertible promissory notes, conversion price | $ 4.55 | $ 4.55 | $ 4.55 | ||||||
Debt instrument, percentage of share price | 70.00% | 70.00% | 70.00% | ||||||
Amortization of debt discount | $ 1,855,452 | ||||||||
IPO price per unit | $ 6.50 | ||||||||
2014 Convertible Promissory Notes [Member] | IPO [Member] | Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible promissory notes converted into units/shares | 552,105 | ||||||||
2014 Convertible Promissory Notes [Member] | Warrants to purchase preferred stock, issued with convertible notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible promissory notes, conversion price | $ 16.20 | $ 16.20 | $ 16.20 | ||||||
Debt instrument, percentage of share price | 75.00% | 75.00% | 75.00% | ||||||
Debt instrument, percentage of unpaid principal | 25.00% | 25.00% | 25.00% | ||||||
Convertible preferred stock warrants, Fair Value | $ 253,535 | $ 113,295 | $ 600,148 | ||||||
Warrant expiration term | 10 years | 10 years | 10 years | ||||||
2014 Convertible Promissory Notes [Member] | Warrants to purchase preferred stock, issued with convertible notes [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Estimated volatility rate | 35.00% | 35.00% | 35.00% | ||||||
Estimated liquidity term | 1 year | 1 year 3 months | 1 year 6 months | ||||||
Estimated risk-free interest rate | 0.20% | 0.20% | 0.20% | ||||||
2014 Convertible Promissory Notes [Member] | Warrants to purchase preferred stock, issued with convertible notes [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Estimated volatility rate | 60.00% | 60.00% | 60.00% | ||||||
Estimated liquidity term | 5 years | 5 years | 5 years | ||||||
Estimated risk-free interest rate | 2.26% | 2.26% | 2.60% | ||||||
2014 Convertible Promissory Notes [Member] | Shares of common stock [Member] | IPO [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible promissory notes converted into units/shares | 552,105 | ||||||||
2014 Convertible Promissory Notes [Member] | Series A Warrants to Purchase Shares of Common Stock [Member] | IPO [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible promissory notes converted into units/shares | 552,105 | ||||||||
2014 Convertible Promissory Notes [Member] | Series B Warrants to Purchase Shares of Common Stock [Member] | IPO [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible promissory notes converted into units/shares | 552,105 |
Convertible Preferred Stock W52
Convertible Preferred Stock Warrants - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 18, 2014 | |
Class of Warrant or Right [Line Items] | |||||||
Debt instrument, percentage of share price | 75.00% | ||||||
Amount of unpaid principal percentage | 25.00% | ||||||
Warrants expiration period | 10 years | ||||||
Change in fair value of warrants recorded as other (income)expense | $ (73,000) | $ 318,000 | $ 1,177,000 | $ 895,000 | $ 3,941,335 | $ 105,320 | |
Gain on fair value of preferred stock warrant liability | $ 967,234 | ||||||
Convertible preferred stock warrants, Number of shares underlying warrant | $ 1,464,877 | $ 1,220,719 | |||||
Issuance Date January 2009 [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants convert into common stock, exercise price | $ 21.60 | ||||||
Convertible preferred stock warrants, Number of shares underlying warrant | $ 42,444 | 2,911 | |||||
2010 and 2012 Convertible Promissory Notes [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Convertible preferred stock warrants, Number of shares underlying warrant | $ 1,422,433 | $ 1,217,808 | |||||
2010 and 2012 Convertible Promissory Notes [Member] | IPO [Member] | Issuance Date January 2009 [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants convert into common stock, exercise price | $ 21.60 | ||||||
Convertible preferred stock warrants, Number of shares underlying warrant | $ 9,259 | ||||||
2010 and 2012 Convertible Promissory Notes [Member] | IPO [Member] | Shares of common stock [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Change in fair value of warrants recorded as other (income)expense | $ 244,151 | ||||||
Debt conversion, warrants issued | 523,867 | ||||||
Warrants convert into common stock, exercise price | $ 4.87 | ||||||
Series C Convertible Preferred Stock [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Debt instrument, conversion price per share | $ 16.20 |
Convertible Preferred Stock W53
Convertible Preferred Stock Warrants - Fair Value of Convertible Preferred Stock Warrant Liability (Detail) - $ / shares | Nov. 18, 2014 | Dec. 31, 2013 |
IPO [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Expected dividend yield | 0.00% | |
Stock Price | $ 4 | |
Convertible preferred stock warrant liability [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Expected dividend yield | 0.00% | |
Minimum [Member] | IPO [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Volatility | 61.00% | |
Expected Term (years) | 4 years 6 months | |
Risk-free rate | 1.50% | |
Exercise Price | $ 4.87 | |
Minimum [Member] | Convertible preferred stock warrant liability [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Volatility | 38.00% | |
Expected Term (years) | 9 months | |
Risk-free rate | 0.12% | |
Maximum [Member] | IPO [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Volatility | 71.20% | |
Expected Term (years) | 7 years 6 months | |
Risk-free rate | 2.09% | |
Exercise Price | $ 21.60 | |
Maximum [Member] | Convertible preferred stock warrant liability [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Volatility | 47.00% | |
Expected Term (years) | 2 years | |
Risk-free rate | 0.38% |
Convertible Preferred Stock W54
Convertible Preferred Stock Warrants - Summary of Outstanding Convertible Preferred Stock Warrants (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2013 | Nov. 18, 2014 | |
Class of Warrant or Right [Line Items] | ||
Convertible preferred stock warrants, Fair Value | $ 1,464,877 | $ 1,220,719 |
Issuance Date January 2009 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Convertible preferred stock warrants, Contractual Term | 10 years | |
Convertible preferred stock warrants, Exercise price per share | $ 21.60 | |
Convertible preferred stock warrants, Number of shares underlying warrant | 9,259 | |
Convertible preferred stock warrants, Fair Value | $ 42,444 | 2,911 |
2010 and 2012 Convertible Promissory Notes [Member] | ||
Class of Warrant or Right [Line Items] | ||
Convertible preferred stock warrants, Contractual Term | 10 years | |
Convertible preferred stock warrants, Fair Value | $ 1,422,433 | $ 1,217,808 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) - USD ($) | Mar. 06, 2015 | Mar. 05, 2015 | Nov. 18, 2014 | Jul. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Feb. 12, 2016 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 30, 2015 | Mar. 31, 2015 |
Class of Warrant or Right [Line Items] | ||||||||||||||
Change in fair value of warrants recorded as other (income) expense | $ (73,000) | $ 318,000 | $ 1,177,000 | $ 895,000 | $ 3,941,335 | $ 105,320 | ||||||||
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 | |||||||||||||
Fair value of warrants outstanding | $ 1,220,719 | $ 1,464,877 | ||||||||||||
Warrants cashless exercised | 43,720 | |||||||||||||
Issuance of shares upon cashless exercise warrants | 13,407 | |||||||||||||
Proceeds from issuance of common stock under tender offer | $ 1,434,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Issuance of shares upon cashless exercise warrants | 4,093,952 | 4,180,159 | ||||||||||||
IPO [Member] | 2014 Convertible Promissory Notes [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Convertible promissory notes converted into units/shares | 552,105 | |||||||||||||
IPO [Member] | 2014 Convertible Promissory Notes [Member] | Common Stock [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Convertible promissory notes converted into units/shares | 552,105 | |||||||||||||
Series A Warrants to Purchase Shares of Common Stock [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants term | 5 years | |||||||||||||
Series A Warrants to Purchase Shares of Common Stock [Member] | 2014 Convertible Promissory Notes [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Exercise price of warrants exercised | $ 6.50 | $ 6.50 | ||||||||||||
Series A Warrants to Purchase Shares of Common Stock [Member] | IPO [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Exercise price of warrants exercised | $ 6.50 | |||||||||||||
Warrants term | 5 years | |||||||||||||
Number of common stock purchased upon issuance of warrants | 2,449,605 | |||||||||||||
Warrants outstanding | 2,449,605 | |||||||||||||
Series A Warrants to Purchase Shares of Common Stock [Member] | IPO [Member] | 2014 Convertible Promissory Notes [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Convertible promissory notes converted into units/shares | 552,105 | |||||||||||||
Series A Warrant Liability [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Exercise price of warrants exercised | $ 6.50 | $ 6.50 | ||||||||||||
Proceeds from issuance of warrants in IPO | $ 9,488 | |||||||||||||
Change in fair value of warrants recorded as other (income) expense | $ 0.32 | |||||||||||||
Warrants exercised | 24,000 | |||||||||||||
Warrants outstanding | 2,425,605 | 2,449,605 | 2,425,605 | 2,449,605 | ||||||||||
Fair value of warrants outstanding | $ 1,494,259 | $ 1,800,000 | $ 857,362 | $ 1,800,000 | $ 857,362 | |||||||||
Gross proceeds upon exercise of warrants | $ 200,000 | $ 156,000 | ||||||||||||
Series A Warrant Liability [Member] | IPO [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Change in fair value of warrants recorded as other (income) expense | 636,897 | |||||||||||||
Shares of common stock [Member] | IPO [Member] | 2014 Convertible Promissory Notes [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Convertible promissory notes converted into units/shares | 552,105 | |||||||||||||
Series B Warrants to Purchase Shares of Common Stock [Member] | ||||||||||||||
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] | IPO [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants outstanding | 2,449,605 | |||||||||||||
Series B Warrants to Purchase Shares of Common Stock [Member] | IPO [Member] | 2014 Convertible Promissory Notes [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Convertible promissory notes converted into units/shares | 552,105 | |||||||||||||
Series A warrants to purchase common stock [Member] | IPO [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants issued in connection with IPO | 1,897,500 | |||||||||||||
Series B Warrant Liability [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Exercise price of warrants exercised | $ 6.50 | $ 6.25 | ||||||||||||
Proceeds from issuance of warrants in IPO | $ 9,488 | |||||||||||||
Warrants exercised | 589,510 | |||||||||||||
Warrants outstanding | 527,573 | 2,449,605 | 527,573 | 2,449,605 | ||||||||||
Fair value of warrants outstanding | $ 11,649,106 | $ 3,851,000 | $ 17,438,731 | $ 3,851,000 | $ 17,438,731 | |||||||||
Warrants cashless exercised | 1,085,722 | 1,302,052 | ||||||||||||
De-recognition of warrant liability | $ 6,700,000 | $ 7,800,000 | $ 9,500,000 | |||||||||||
Gross proceeds upon exercise of warrants | $ 3,800,000 | |||||||||||||
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 | $ 5,882,000 | |||||||||||||
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 | 580,000 | $ 13,588,000,000 | ||||||||||||
Series B Warrant Liability [Member] | IPO [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Change in fair value of warrants recorded as other (income) expense | $ (5,789,625) | |||||||||||||
Series C Warrant Liability [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Exercise price of warrants exercised | $ 6.25 | |||||||||||||
Change in fair value of warrants recorded as other (income) expense | $ 340,000 | |||||||||||||
Number of common stock purchased upon issuance of warrants | 590,415 | 590,415 | ||||||||||||
Fair value of warrants outstanding | $ 600,000 | $ 600,000 | ||||||||||||
Warrants cashless exercised | 905 | |||||||||||||
Warrants expiry date | Mar. 5, 2020 | |||||||||||||
Scenario Forecast [Member] | Series B Warrants to Purchase Shares of Common Stock [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Decrease in common stock market price | $ 6.50 | |||||||||||||
Scenario Forecast [Member] | Series B Warrants to Purchase Common Stock [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Decrease in common stock market price | $ 6.50 |
Warrant Liabilities - Summary o
Warrant Liabilities - Summary of Outstanding Series B Warrants and Fair Market Values (Detail) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2014 | Sep. 30, 2015 | Apr. 30, 2015 | Mar. 05, 2015 | Nov. 18, 2014 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | ||||||
Warrants, Fair value | $ 1,220,719 | $ 1,464,877 | ||||
Warrants, Fair value | 1,220,719 | $ 1,464,877 | ||||
Series A Warrant Liability [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants, Contractual Term | 5 years | |||||
Warrants, Exercise price per share | $ 6.50 | |||||
Warrants, Number of warrants | 2,449,605 | 2,425,605 | ||||
Warrants, Shares underlying warrants | 2,449,605 | |||||
Warrants, Fair value | $ 857,362 | $ 1,800,000 | 1,494,259 | |||
Warrants, Number of warrants | 2,449,605 | 2,425,605 | ||||
Warrants, Fair value | $ 857,362 | $ 1,800,000 | 1,494,259 | |||
Series B Warrant Liability [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants, Contractual Term | 15 months | |||||
Warrants, Exercise price per share | $ 6.25 | $ 6.50 | ||||
Warrants, Number of warrants | 2,449,605 | 527,573 | ||||
Warrants, Fair value | $ 17,438,731 | $ 3,851,000 | 11,649,106 | |||
Warrants, Number of warrants | 2,449,605 | 527,573 | ||||
Warrants, Fair value | $ 17,438,731 | $ 3,851,000 | $ 11,649,106 |
Warrant Liabilities - Fair Valu
Warrant Liabilities - Fair Value of Convertible Preferred Stock Warrant Liability (Detail) | Sep. 30, 2015 | Mar. 05, 2015 | Dec. 31, 2014 | Nov. 18, 2014 |
Series B Warrant Liability [Member] | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Volatility | 90.00% | 87.00% | 64.00% | |
Expected Term (years) | 3 months 7 days | 1 year 1 month 6 days | 1 year 3 months | |
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Risk-free rate | 0.26% | 0.26% | 0.20% | |
Series B Warrant Liability [Member] | Previously reported [Member] | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Volatility | 86.00% | |||
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% |
Credit Facility - Additional In
Credit Facility - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | 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% | 6.00% | ||
Line of credit, interest rate description | The line of credit bears a fixed interest rate of 6.0% per annum simple interest. | The line of credit bears a fixed interest rate of 6.0% per annum simple interest. | ||
Line of credit, repayment term | 2 years | 2 years | ||
Line of credit facility, initiation date | Sep. 29, 2014 | Sep. 29, 2014 | ||
Amount of line of credit | $ 100,000 |
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 ($)Facilities | Dec. 31, 2013USD ($) | Dec. 31, 2010USD ($) | Mar. 31, 2015USD ($) | Feb. 02, 2015USD ($) |
Loss Contingencies [Line Items] | ||||||||||||||
Non-cancelable operating lease agreement expiration date | 2015-05 | 2015-05 | ||||||||||||
Number of previously leased facilities | Facilities | 2 | |||||||||||||
Rent expense | $ 83,000 | $ 56,000 | $ 221,000 | $ 177,000 | $ 230,000 | $ 304,000 | ||||||||
Future minimum commitment under non-cancelable operating lease | $ 23,300 | 18,000 | $ 22,000 | |||||||||||
Acquisition of intellectual property | $ 150,000 | |||||||||||||
Area of office space for headquarters facility | ft² | 8,171 | |||||||||||||
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 | |||||||||||||
Lease expiration extended date | 2018-06 | |||||||||||||
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 | $ 200,000 | ||||||||||||
Payments made and liabilities incurred under asset purchase agreement | 0 | 0 | ||||||||||||
Outstanding payments | $ 0 | $ 0 | ||||||||||||
Facility one [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Non-cancelable operating lease agreement expiration date | 2014-01 | |||||||||||||
Facility two [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Non-cancelable operating lease agreement expiration date | 2014-05 | |||||||||||||
Intellectual property [Member] | BioMedical Drug Development, Inc. [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Acquisition of intellectual property | $ 150,000 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Detail) | Nov. 18, 2014shares | Dec. 31, 2014$ / sharesshares | Sep. 30, 2015$ / sharesshares | Dec. 31, 2013$ / sharesshares |
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 10,000,000 | |
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 6,769,106 | 6,769,106 | 12,318,508 | 535,685 |
Common stock, shares outstanding | 535,685 | 6,769,106 | 12,318,508 | 535,685 |
Common stock, vote description | Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the Board of Directors, subject to the prior rights of all classes of stock outstanding. The holders of common stock, voting as a separate class, are entitled to elect one member of the Board of Directors. | |||
Convertible preferred stock, shares authorized | 1,860,000 | |||
IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares issued | 6,769,106 | |||
Common stock, shares outstanding | 6,769,106 | |||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock issued upon conversion of convertible preferred stock | 865,429 | |||
Common Stock [Member] | IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock issued upon conversion of convertible preferred stock | 865,429 | 865,429 | ||
Conversion ratio, description | Conversion ratio of one to one | |||
Conversion ratio | 1 | |||
Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock, shares authorized | 1,860,000 |
Capital Stock - Summary of Comm
Capital Stock - Summary of Common Stock Issued and Outstanding (Detail) - shares | Nov. 18, 2014 | Dec. 31, 2014 | Sep. 30, 2015 | Dec. 31, 2013 |
Legacy Shareholders | 535,685 | 6,769,106 | 12,318,508 | 535,685 |
Common stock, issued | 6,769,106 | 6,769,106 | 12,318,508 | 535,685 |
IPO [Member] | ||||
Legacy Shareholders | 6,769,106 | |||
Common stock, issued | 6,769,106 | |||
2014 Convertible Promissory Notes [Member] | IPO [Member] | ||||
Debt conversion, shares issued | 552,105 | |||
Units [Member] | IPO [Member] | ||||
Issued in connection with the IPO | 1,650,000 | 1,650,000 | ||
Units [Member] | 2014 Convertible Promissory Notes [Member] | ||||
Debt conversion, shares issued | 552,105 | |||
Units [Member] | 2014 Convertible Promissory Notes [Member] | IPO [Member] | ||||
Debt conversion, shares issued | 552,105 | |||
Common Stock [Member] | ||||
Issued in connection with the IPO | 1,650,000 | |||
Common stock issued upon conversion of convertible preferred stock | 865,429 | |||
Common Stock [Member] | IPO [Member] | ||||
Issued in connection with the IPO | 1,650,000 | |||
Common stock issued upon conversion of convertible preferred stock | 865,429 | 865,429 | ||
Common Stock [Member] | 2014 Convertible Promissory Notes [Member] | ||||
Common stock issued upon conversion of convertible preferred stock | 552,105 | |||
Common Stock [Member] | 2014 Convertible Promissory Notes [Member] | IPO [Member] | ||||
Debt conversion, shares issued | 552,105 | |||
Common Stock [Member] | 2010 and 2012 Convertible Promissory Notes [Member] | ||||
Common stock issued upon conversion of convertible preferred stock | 3,165,887 | |||
Common Stock [Member] | 2010 and 2012 Convertible Promissory Notes [Member] | IPO [Member] | ||||
Debt conversion, shares issued | 3,165,887 | 3,165,887 |
Capital Stock - Summary of Conv
Capital Stock - Summary of Convertible Preferred Stock (Detail) - $ / shares | Dec. 31, 2014 | Dec. 31, 2013 |
Class of Stock [Line Items] | ||
Shares Authorized | 1,860,000 | |
Shares Outstanding | 865,429 | |
Series A Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Par Value | $ 0.001 | $ 0.001 |
Shares Authorized | 40,000 | 40,000 |
Shares Outstanding | 0 | 31,250 |
Series B Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Par Value | $ 0.001 | $ 0.001 |
Shares Authorized | 320,000 | 320,000 |
Shares Outstanding | 0 | 119,140 |
Series C Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Par Value | $ 0.001 | $ 0.001 |
Shares Authorized | 1,500,000 | 1,500,000 |
Shares Outstanding | 0 | 715,039 |
Stockholders' Deficit - Stock O
Stockholders' Deficit - Stock Option Plan - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 144,000 | $ 5,000 | $ 746,000 | $ 21,000 | $ 345,435 | $ 38,417 |
Number of options exercised | 0 | |||||
Number of options granted | 926,384 | 0 | ||||
Number of shares, vested | 578,889 | 232,302 | ||||
Weighted-average exercise price | $ 5.58 | $ 3.36 | ||||
Weighted-average contractual life | 7 years 5 months 16 days | 3 years 10 months 10 days | ||||
Weighted average grant date fair value per option | $ 0.66 | $ 0.10 | ||||
Stock options outstanding, intrinsic value | $ 20,228 | |||||
Stock options outstanding, weighted average remaining contractual term | 8 years 8 months 1 day | |||||
Future stock-based compensation for unvested employee options granted and outstanding | $ 1,700,000 | $ 1,700,000 | ||||
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 | 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 | 480,147 | ||||
Underwriter [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrants outstanding | 82,500 | 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 | 139,839 | ||||
Annual increases in the number of shares available for issuance, number of shares | 279,680 | |||||
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. | 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 | 4 years | ||||
Stock-based compensation expense | $ 345,435 | $ 38,417 | ||||
Income tax benefits recognized from stock-based compensation | $ 0 | $ 0 | ||||
Number of options exercised | 83,848 | |||||
Number of options granted | 945,713 | 926,384 | ||||
Future stock-based compensation for unvested employee options granted and outstanding | $ 539,087 | |||||
Future stock-based compensation, requisite service period | 3 years 5 months 9 days | 3 years 10 months 17 days | ||||
Shares available for sale under the ESPP | 1,817 | 1,817 | 606,061 | 124,824 | ||
Annual increases in the number of shares available for issuance, number of shares | 270,764 | |||||
NSO [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of fair market value | 85.00% | 85.00% | ||||
Minimum [Member] | Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of fair market value | 110.00% | 110.00% | ||||
Maximum [Member] | Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Contractual term of option | 10 years | 10 years | ||||
Maximum [Member] | ISOs [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Contractual term of option | 5 years | 5 years |
Stockholders' Deficit - Summary
Stockholders' Deficit - Summary of Stock Based Compensation Expense (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Total stock compensation expense | $ 144,000 | $ 5,000 | $ 746,000 | $ 21,000 | $ 345,435 | $ 38,417 |
Research and development [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Total stock compensation expense | 27,000 | 99,000 | 9,000 | 64,020 | 14,431 | |
Sales and marketing [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Total stock compensation expense | 17,000 | 51,000 | 8,335 | |||
General and administrative [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Total stock compensation expense | $ 100,000 | $ 5,000 | $ 596,000 | $ 12,000 | $ 273,080 | $ 23,986 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Fair Value of Award Granted Using Black-Scholes Option Pricing Model (Detail) - Stock Options [Member] | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate, minimum | 1.60% |
Risk-free interest rate, maximum | 1.80% |
Volatility, minimum | 43.00% |
Volatility, maximum | 59.00% |
Dividend rate | 0.00% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 5 years 9 months 18 days |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 6 years 1 month 6 days |
Stockholders' Deficit - Summa66
Stockholders' Deficit - Summary of Stock Option Transactions (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Granted | 926,384 | 0 | |
Number of Shares, Exercised | 0 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Available, Beginning balance | 606,061 | 124,824 | |
Options Available, Authorized | 270,764 | ||
Options Available, Granted | (945,713) | (926,384) | |
Options Available, Exercised | 0 | ||
Options Available, Forfeited | 70,705 | 93,979 | |
Options Available, Ending balance | 1,817 | 606,061 | 124,824 |
Number of Shares, Outstanding, Beginning balance | 1,072,011 | 239,606 | |
Number of Shares, Authorized | 0 | ||
Number of Shares, Granted | 945,713 | 926,384 | |
Number of Shares, Exercised | (83,848) | ||
Number of Shares, Forfeited | (70,705) | (93,979) | |
Number of Shares, Ending balance | 1,863,171 | 1,072,011 | 239,606 |
Average Exercise Price, Beginning balance | $ 6.34 | $ 3.36 | |
Average Exercise Price, Granted | 3.09 | 7.15 | |
Average Exercise Price, Exercised | 3.50 | ||
Average Exercise Price, Forfeited | 4.58 | 6.75 | |
Average Exercise Price, Ending balance | $ 4.87 | 6.34 | $ 3.36 |
Weighted Average Grant Date Fair Value Per Option, Granted | 1.03 | ||
Weighted Average Grant Date Fair Value Per Option, Forfeited | $ 1.03 | ||
Stock Options [Member] | 2014 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Available, Authorized | 1,437,165 | ||
Stock Options [Member] | Closed 2010 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Available, Expired | (123,523) |
GSK License Agreement - Additio
GSK License Agreement - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue recognized | $ 0 | |
GlaxoSmithKline [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue recognized | $ 3,000,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense by Applying Statutory U.S. Federal Income Tax Rate to Income Before Income Taxes (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Tax on the loss before income tax expense computed at the federal statutory rate of 34% | $ (4,500,789) | $ (1,290,190) |
State tax (benefit) at statutory rate, net of federal benefit | (13,020) | 43,265 |
Change in Valuation Allowance | 1,578,347 | 779,869 |
Change in research and development credits | 316,311 | (71,856) |
Change in fair value of warrants | 2,744,492 | |
Other | (125,341) | 508,912 |
Income tax expense | $ 0 | $ 0 |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Reconciliation69
Income Taxes - Reconciliation of Income Tax Expense by Applying Statutory U.S. Federal Income Tax Rate to Income Before Income Taxes (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Federal statutory rate percentage | 34.00% | 34.00% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Company's Deferred Tax Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Deferred Tax Assets: | ||
Accruals | $ 71,953 | $ 36,571 |
Non-Current Deferred Tax Assets: | ||
Net Operating Loss Carryforwards | 22,125,807 | 20,124,059 |
Research and development credits | 1,345,833 | 1,792,798 |
Intangible Assets | 46,784 | 48,733 |
Fixed Assets | (10,505) | (636) |
Total Non-Current Deferred Tax Assets | 23,507,919 | 21,964,954 |
Total Deferred Tax Assets | 23,579,872 | 22,001,525 |
Valuation Allowance | (23,579,872) | (22,001,525) |
Net Deferred Tax Assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Contingency [Line Items] | ||
Increase in the valuation allowance | $ 1,578,347 | |
Net operating loss carry-forwards federal | 56,626,541 | |
Net operating loss carry-forwards state | 49,238,708 | |
Federal research and development tax credits | 1,298,450 | |
State research and development tax credits | $ 945,710 | |
Federal research and development tax credits expiration year | 2,024 | |
Unrecognized tax benefits impacting effective tax rate | $ 0 | $ 0 |
Unrecognized tax benefit offset by change in valuation allowance | $ 673,248 | |
Income tax examination, description | In the U.S. federal jurisdiction, tax years 1999 forward remain open to examination, and in the state tax jurisdiction, years 2004 forward remain open to examination. | |
U.S. Federal Jurisdiction [Member] | ||
Income Tax Contingency [Line Items] | ||
Federal and state net operating loss carry-forwards, expiring year | 2,019 | |
Open tax year | 1,999 | |
State Tax Jurisdiction [Member] | ||
Income Tax Contingency [Line Items] | ||
Federal and state net operating loss carry-forwards, expiring year | 2,015 | |
Open tax year | 2,004 |
Income Taxes - Summary of Gross
Income Taxes - Summary of Gross Unrecognized Tax Benefits (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 0 | |
Increase related to prior year tax positions | 628,383 | |
Decreases related to prior year tax positions | 0 | $ 0 |
Increase related to Current year tax positions | 44,864 | |
Decreases related to current year tax positions | 0 | 0 |
Ending Balance | $ 673,247 | $ 0 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined contribution plan description | The Company sponsors a 401(k) Plan, which stipulates that eligible employees can elect to contribute to the 401(k) Plan, subject to certain limitations of eligible compensation. The Company may match employee contributions in amounts to be determined at the Company's sole discretion. To date, the Company has not made any matching contributions. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Oct. 29, 2015 | Oct. 15, 2015 | Oct. 12, 2015 | Oct. 01, 2015 | Jul. 01, 2015 | Mar. 05, 2015 | Feb. 02, 2015 | Jan. 09, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Apr. 30, 2015 |
Subsequent Event [Line Items] | ||||||||||||
Lease agreement, date | 2018-06 | |||||||||||
Monthly lease payments | $ 23,300 | $ 22,000 | $ 18,000 | |||||||||
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. | ||||||||||
Expenses related stock issuance | $ 530,000 | $ 276,000 | $ 2,117,217 | |||||||||
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 | |||||||||||
Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Issuance of shares upon cashless exercise warrants | 865,429 | |||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Issuance of shares upon cashless exercise warrants | (31,250) | |||||||||||
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. | |||||||||||
Series B Warrant Liability [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Common stock exercise price | $ 6.50 | $ 6.25 | ||||||||||
Warrants expiry date | Mar. 4, 2020 | |||||||||||
Series C Warrant Liability [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of common stock purchased upon issuance of warrants | 590,415 | |||||||||||
Common stock exercise price | $ 6.25 | |||||||||||
Warrants expiry date | Mar. 5, 2020 | |||||||||||
Series D Warrants [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Warrants exercise term | 5 years | |||||||||||
Subsequent event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Gifts to charitable organization | $ 210,000 | |||||||||||
Lease agreement, date | 2018-06 | |||||||||||
Monthly lease payments | $ 21,719 | |||||||||||
Lease payment, description | The amendment provides for monthly lease payments of $21,719 for the first year starting in June 2015, with modest increases in the following two years. | |||||||||||
Warrants exercisable date | Mar. 5, 2015 | |||||||||||
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] | Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of common stock purchased upon issuance of warrants | 108,108 | |||||||||||
Common stock exercise price | $ 2.46 | |||||||||||
Issuance of shares upon cashless exercise warrants | 48,799 | |||||||||||
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] | ||||||||||||
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 B Warrant Liability [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of common stock purchased upon issuance of warrants | 589,510 | |||||||||||
Common stock exercise price | $ 6.50 | |||||||||||
Gross proceeds upon exercise of warrants | $ 3,800,000 | |||||||||||
Number of shares converted into common stock | 15,135 | |||||||||||
Subsequent event [Member] | Series C Warrant Liability [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of common stock purchased upon issuance of warrants | 589,510 | |||||||||||
Common stock exercise price | $ 6.25 | |||||||||||
Warrants expiry date | Mar. 5, 2020 | |||||||||||
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 D Warrants [Member] | Series A Convertible Preferred Stock [Member] | Sabby Management, LLC [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Maximum commitment under stock purchase agreement | $ 10,000,000 |
Liquidity, Financial Conditio75
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 | Dec. 31, 2013 |
Liquidity And Managements Plans [Line Items] | ||||||||||||
Accumulated deficit | $ (83,402,000) | $ (83,402,000) | $ (70,338,126) | $ (57,100,511) | ||||||||
Positive (deficit) in working capital | 500,000 | 500,000 | ||||||||||
Net cash used in operating activities | (6,921,000) | (6,921,000) | $ (2,928,000) | (4,484,362) | (885,218) | |||||||
Net loss | $ (3,293,000) | $ (2,393,000) | (13,064,000) | (6,019,000) | (13,237,616) | $ (3,707,243) | ||||||
Net proceeds after deducting underwriting discounts and commissions and IPO related expenses | 10,727,475 | |||||||||||
Proceeds from exercise of stock options | 294,000 | |||||||||||
Value of common stock shares issued | 9,846,552 | |||||||||||
Expenses related stock issuance | 530,000 | $ 276,000 | $ 2,117,217 | |||||||||
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 | |||||||||||
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 | |||||||||||
Series B Warrant Liability [Member] | Subsequent event [Member] | ||||||||||||
Liquidity And Managements Plans [Line Items] | ||||||||||||
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 | ||||||||||
Series A convertible preferred stock [Member] | Subsequent event [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 | |||||||||||
IPO [Member] | ||||||||||||
Liquidity And Managements Plans [Line Items] | ||||||||||||
Net proceeds after deducting underwriting discounts and commissions and IPO related expenses | $ 8,000,000 | |||||||||||
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. | 1,650,000 units (each unit consisting of one share of common stock, one Series A warrant and one Series B warrant) | ||||||||||
Number of shares issued | 1,650,000 | 1,650,000 | ||||||||||
Offering price per unit | $ 6.50 | |||||||||||
Net proceeds after deducting underwriting discounts and commissions and IPO related expenses | $ 8,000,000 | $ 10,708,500 |
Summary of Significant Accoun76
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 |
Fair Value of Financial Instr77
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] | |||
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 | ||
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 Instr78
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 |
Common Stock Purchase Agreeme79
Common Stock Purchase Agreement - Additional Information (Detail) - USD ($) | Jul. 24, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Capital Unit [Line Items] | |||
Value of common stock shares issued | $ 9,846,552 | ||
Aspire Capital Fund, LLC [Member] | |||
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 | ||
Aspire Capital Fund, LLC [Member] | Maximum [Member] | |||
Capital Unit [Line Items] | |||
Additional capital shares of common stock | 75,000 |
NeoForce Group, Inc. Acquisit80
NeoForce Group, Inc. Acquisition - Additional Information (Detail) - USD ($) | Sep. 08, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Business Acquisition [Line Items] | ||||
Business acquisition upfront cash payment | $ 1,000,000 | $ 0 | ||
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. Acquisit81
NeoForce Group, Inc. Acquisition - Schedule of Aggregate Purchase Price Consideration (Detail) - USD ($) $ in Thousands | Sep. 08, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Business Acquisition [Line Items] | |||
Cash consideration | $ 1,000 | $ 0 | |
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. Acquisit82
NeoForce Group, Inc. Acquisition - Fair Values of Assets Acquired (Detail) - USD ($) | Sep. 30, 2015 | Sep. 08, 2015 |
Business Acquisition [Line Items] | ||
Goodwill | $ 718,000 | |
NeoForce Group, Inc. [Member] | NeoForce, Inc [Member] | ||
Business Acquisition [Line Items] | ||
Net tangible assets acquired | $ 39,000 | |
Goodwill | 718,000 | |
Net Assets Acquired | 1,153,000 | |
NeoForce Group, Inc. [Member] | NeoForce, Inc [Member] | Customer Contracts [Member] | ||
Business Acquisition [Line Items] | ||
Net tangible assets acquired | 260,000 | |
NeoForce Group, Inc. [Member] | NeoForce, Inc [Member] | Patents [Member] | ||
Business Acquisition [Line Items] | ||
Net tangible assets acquired | $ 136,000 |
NeoForce Group, Inc. Acquisit83
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 |