Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 21, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SLNO | ||
Entity Registrant Name | SOLENO THERAPEUTICS INC | ||
Entity Central Index Key | 1,484,565 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 19,486,729 | ||
Entity Public Float | $ 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 17,099,507 | $ 2,725,996 |
Restricted cash | 35,000 | 35,000 |
Prepaid expenses and other current assets | 342,927 | 246,570 |
Current assets held for sale | 793,728 | |
Total current assets | 17,993,807 | 3,801,294 |
Long-term assets | ||
Property and equipment, net | 22,885 | 42,021 |
Other assets | 125,530 | 125,530 |
Intangible assets, net | 20,413,056 | |
Long-term assets held for sale | 1,596,007 | |
Total assets | 39,021,665 | 5,564,852 |
Current liabilities | ||
Accounts payable | 633,104 | 410,512 |
Accrued compensation and other current liabilities | 973,054 | 1,050,466 |
Current liabilities held for sale | 126,611 | 246,400 |
Total current liabilities | 1,732,769 | 1,707,378 |
Long-term liabilities | ||
Contingent liability for Essentialis purchase price | 5,081,840 | |
Other liabilities | 13,163 | 61,739 |
Long-term liabilities held for sale | 225,392 | 81,000 |
Total liabilities | 12,486,757 | 2,129,655 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity | ||
Common stock | 19,239 | 3,357 |
Additional paid-in-capital | 140,494,976 | 101,743,714 |
Accumulated deficit | (113,979,312) | (98,311,887) |
Total stockholders' equity | 26,534,908 | 3,435,197 |
Total liabilities and stockholders' equity | 39,021,665 | 5,564,852 |
Scenario, Previously Reported [Member] | ||
Current assets | ||
Current assets held for sale | 516,373 | |
Long-term assets | ||
Property and equipment, net | 22,885 | |
Long-term assets held for sale | 466,387 | |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Convertible preferred stock | 5 | 13 |
Series A Warrant Liability [Member] | ||
Long-term liabilities | ||
Warrant liability | 351,713 | 194,048 |
Series C Warrant [Member] | ||
Long-term liabilities | ||
Warrant liability | 5,880 | $ 85,490 |
2017 PIPE Warrant Liability [Member] | ||
Long-term liabilities | ||
Warrant liability | $ 5,076,000 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,357,387 | |
Common stock, shares outstanding | 3,357,387 | |
Scenario, Previously Reported [Member] | ||
Common stock, shares issued | 19,238,972 | |
Common stock, shares outstanding | 19,238,972 | |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock par value (in dollars per share) | $ 0.001 | |
Convertible preferred stock, shares designated | 13,780 | 13,780 |
Convertible preferred stock, shares issued | 4,571 | 12,780 |
Convertible preferred stock, shares outstanding | 4,571 | 12,780 |
Convertible preferred stock, aggregate liquidation preference | $ 0 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Expenses | ||
Research and development | $ 3,068,742 | $ 2,247,141 |
Sales and marketing | 25,731 | 0 |
General and administrative | 6,584,650 | 6,076,976 |
Change in fair value of contingent consideration | 2,492,192 | 0 |
Total operating expenses | 12,171,315 | 8,324,117 |
Operating loss | (12,171,315) | (8,324,117) |
Interest and other income (expense) | ||
Cease-use income (expense) | 4,167 | (93,749) |
Change in fair value of warrants liabilities | (967,055) | 1,667,117 |
Other income (expense) | (590,114) | 13,129 |
Total other income (expense) | (1,553,002) | 1,586,497 |
Loss from continuing operations before provision for income tax benefit | (13,724,317) | (6,737,620) |
Provision for income tax benefit from continuing operations | 1,650,467 | 0 |
Loss from continuing operations | (12,073,850) | (6,737,620) |
Loss from discontinued operations: | ||
Operating loss | (3,407,596) | (5,327,594) |
Loss on sale of assets, net of tax effect | (185,979) | 0 |
Loss from discontinued operations | (3,593,575) | (5,327,594) |
Net loss | $ (15,667,425) | $ (12,065,214) |
Loss per common share from continuing operations, basic and diluted (Note 14) (in usd per share) | $ 0 | $ 0 |
Loss on extinguishment of convertible preferred stock | $ 0 | $ 3,651,172 |
Net loss applicable to common stockholders | $ (15,667,425) | $ (15,716,386) |
Loss per common share from discontinued operations, basic and diluted | ||
Loss per common share from discontinued operations, basic and diluted | $ (0.40) | $ (1.72) |
Net loss per common share, basic and diluted | $ (1.75) | $ (5.07) |
Weighted-average common shares outstanding used to calculate basic and diluted net loss per common share | 8,977,795 | 3,101,496 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Essentialis, Inc. [Member] | 2017 Aspire Purchase Agreement [Member] | Series B Warrant Cashless Exercises [Member] | 2017 PIPE Warrant Liability [Member] | Common Stock [Member] | Common Stock [Member]Essentialis, Inc. [Member] | Common Stock [Member]2017 Aspire Purchase Agreement [Member] | Common Stock [Member]Series B Warrant Cashless Exercises [Member] | Common Stock [Member]2017 PIPE Warrant Liability [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Essentialis, Inc. [Member] | Additional Paid-In Capital [Member]2017 Aspire Purchase Agreement [Member] | Additional Paid-In Capital [Member]Series B Warrant Cashless Exercises [Member] | Additional Paid-In Capital [Member]2017 PIPE Warrant Liability [Member] | Accumulated Deficit [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member]Common Stock [Member] | Series A Convertible Preferred Stock [Member]Additional Paid-In Capital [Member] | Series B Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member]Common Stock [Member] | Series B Convertible Preferred Stock [Member]Additional Paid-In Capital [Member] |
Balances at beginning at Dec. 31, 2015 | $ 5 | $ 0 | ||||||||||||||||||||
Balances at beginning (shares) at Dec. 31, 2015 | 4,555 | 0 | ||||||||||||||||||||
Issuance of Convertible Preferred shares (net of transaction costs) | $ 5 | $ 14 | ||||||||||||||||||||
Issuance of Convertible Preferred shares(net of transaction costs) (shares) | 5,445 | 13,780 | ||||||||||||||||||||
Issuance of common stock on conversion of Convertible Preferred shares, value | $ (2) | $ (1) | ||||||||||||||||||||
Issuance of common stock on conversion of Convertible Preferred (shares) | (2,220) | (1,000) | ||||||||||||||||||||
Issuance of Convertible Preferred shares (net of transaction costs) | $ 5 | $ 14 | ||||||||||||||||||||
Issuance of Convertible Preferred shares(net of transaction costs) (shares) | 5,445 | 13,780 | ||||||||||||||||||||
Redemption of Series A Convertible Preferred | $ (7,780,000) | $ (7,779,992) | $ (8) | |||||||||||||||||||
Redemption of Series A Convertible Preferred (Shares) | (7,780) | |||||||||||||||||||||
Issuance of common stock on conversion of Convertible Preferred shares, value | $ (2) | $ (1) | ||||||||||||||||||||
Issuance of common stock on conversion of Convertible Preferred (shares) | (2,220) | (1,000) | ||||||||||||||||||||
Balances at ending at Dec. 31, 2016 | $ 0 | $ 13 | ||||||||||||||||||||
Balances at ending (shares) at Dec. 31, 2016 | 12,780 | |||||||||||||||||||||
Balances at beginning at Dec. 31, 2015 | 3,223,816 | $ 2,804 | 89,467,681 | $ (86,246,673) | ||||||||||||||||||
Balances at beginning (shares) at Dec. 31, 2015 | 2,803,580 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Stock-based compensation | 871,270 | 871,270 | ||||||||||||||||||||
Issuance of Convertible Preferred shares (net of transaction costs) | 5,445,000 | $ 5,444,995 | $ 13,780,000 | $ 13,779,986 | ||||||||||||||||||
Less transaction costs | (374,661) | (374,661) | (353,105) | (353,105) | ||||||||||||||||||
Issuance of common stock for stock option exercises | 70,103 | $ 12 | 70,091 | |||||||||||||||||||
Issuance of common stock for stock option exercises (Shares) | 11,683 | |||||||||||||||||||||
Redemption of Series A Convertible Preferred | (7,780,000) | (7,779,992) | $ (8) | |||||||||||||||||||
Issuance of common stock to board members in lieu of cash payments for quarterly board fees | 24,405 | $ 5 | 24,400 | |||||||||||||||||||
Issuance of common stock to board members in lieu of cash payments for quarterly board fees (shares) | 5,084 | |||||||||||||||||||||
Net loss | (12,065,214) | (12,065,214) | ||||||||||||||||||||
Balances at end at Dec. 31, 2016 | 3,435,197 | $ 3,357 | 101,743,714 | (98,311,887) | ||||||||||||||||||
Balances at end (shares) at Dec. 31, 2016 | 3,357,387 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Issuance of common stock | $ 593,584 | $ 97 | $ 593,487 | $ 240 | $ (238) | $ 200 | (199) | |||||||||||||||
Issuance of common stock (shares) | 97,040 | 240,000 | 200,000 | |||||||||||||||||||
Net loss | (12,065,214) | (12,065,214) | ||||||||||||||||||||
Balances at end at Dec. 31, 2016 | 3,435,197 | $ 3,357 | 101,743,714 | (98,311,887) | ||||||||||||||||||
Balances at end (shares) at Dec. 31, 2016 | 3,357,387 | |||||||||||||||||||||
Issuance of common stock on conversion of Convertible Preferred shares, value | $ (8) | |||||||||||||||||||||
Issuance of common stock on conversion of Convertible Preferred (shares) | (8,209) | |||||||||||||||||||||
Redemption of Series A Convertible Preferred (Shares) | (7,780) | |||||||||||||||||||||
Issuance of common stock on conversion of Convertible Preferred shares, value | $ (8) | |||||||||||||||||||||
Issuance of common stock on conversion of Convertible Preferred (shares) | (8,209) | |||||||||||||||||||||
Balances at ending at Dec. 31, 2017 | $ 0 | $ 5 | ||||||||||||||||||||
Balances at ending (shares) at Dec. 31, 2017 | 4,571 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Stock-based compensation | 1,000,251 | 1,000,251 | ||||||||||||||||||||
Less transaction costs | (1,172,485) | |||||||||||||||||||||
Issuance of common stock to board members in lieu of cash payments for quarterly board fees | 277,786 | $ 90 | 277,695 | |||||||||||||||||||
Issuance of common stock to board members in lieu of cash payments for quarterly board fees (shares) | 90,306 | |||||||||||||||||||||
Net loss | (15,667,425) | (15,667,425) | ||||||||||||||||||||
Issuance of common stock to acquire Essentialis | $ 17,246,495 | $ 3,783 | $ 17,242,712 | |||||||||||||||||||
Balances at end at Dec. 31, 2017 | 26,534,908 | $ 19,239 | 140,494,976 | (113,979,312) | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Issuance of common stock to acquire Essentialis (Shares) | 3,783,388 | |||||||||||||||||||||
Balances at end (shares) at Dec. 31, 2017 | 19,238,972 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Issuance of shares to Aspire Capital in lieu of commitment fees | 602,083 | $ 142 | 601,941 | |||||||||||||||||||
Rounding adjustment resulting from 1 for 5 reverse split | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Rounding adjustment resulting from 1 for 5 reverse split (Shares) | (24) | |||||||||||||||||||||
Issuance of common stock | $ 10,000,000 | $ 13,827,521 | $ 2,083 | $ 8,141 | $ 9,997,917 | $ 13,819,380 | $ 1,642 | $ (1,634) | ||||||||||||||
Issuance of common stock (shares) | 2,083,333 | 8,141,116 | 1,641,800 | |||||||||||||||||||
Fair value at transaction date of warrants to purchase common stock under the 2017 PIPE | $ (4,187,000) | $ (4,187,000) | ||||||||||||||||||||
Fair value at transaction date of warrants to purchase common stock under the 2017 PIPE (Shares) | 0 | 0 | 0 | 0 | ||||||||||||||||||
Net loss | $ (15,667,425) | $ (15,667,425) | ||||||||||||||||||||
Balances at end at Dec. 31, 2017 | $ 26,534,908 | $ 19,239 | $ 140,494,976 | $ (113,979,312) | ||||||||||||||||||
Balances at end (shares) at Dec. 31, 2017 | 19,238,972 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Issuance of shares to Aspire Capital in lieu of commitment fees (Shares) | 141,666 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Less transaction costs | $ 1,172,485 |
Common Stock [Member] | |
Reverse stock split | 0.2 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (15,667,425) | $ (12,065,214) |
Loss from discontinued operations | (3,593,575) | (5,327,594) |
Loss from continuing operations | (12,073,850) | (6,737,620) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,611,271 | 18,670 |
Stock-based compensation expense | 880,031 | 739,232 |
Income tax benefit | (1,651,267) | 0 |
Board fees paid with common stock | 277,786 | 24,404 |
Change in fair value of stock warrants | 967,055 | (1,667,117) |
Change in fair value of contingent consideration | 2,492,192 | 0 |
Loss on disposition of equipment | 0 | 768 |
Inducement charge for Series C warrants | 0 | |
Noncash expense of issuing shares to Aspire Capital | 602,083 | 0 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other assets | (96,356) | (87,552) |
Other long-term assets | 0 | (49,190) |
Accounts payable | 190,630 | (76,828) |
Accrued compensation and other current liabilities | (78,303) | 534,486 |
Other long-term liabilities | (40,040) | 40,039 |
Net cash used in continuing operating activities | (6,918,768) | (7,260,708) |
Net cash used in discontinued operations | (3,031,190) | (6,237,272) |
Net cash used in operating activities | (9,949,958) | (13,497,980) |
Cash flows from investing activities: | ||
Costs of Essentialis acquisition | (572,592) | 0 |
Security deposit on sublease | 13,163 | 0 |
Purchase of property and equipment | (2,569) | (14,795) |
Net cash used in continuing investing activities | (561,998) | (14,795) |
Net cash provided by (used in) discontinued investing activities | 940,780 | (23,885) |
Net cash provided by (used in) investing activities | 378,782 | (38,680) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 10,000,000 | 0 |
Proceeds from sale of common stock and common stock warrants | 15,008,158 | 0 |
Cash paid for the cost issuance of common stock and common stock warrants | (1,063,471) | 0 |
Proceeds from exercise of common stock options | 0 | 70,102 |
Net cash provided by continuing financing activities | 23,944,687 | 10,768,133 |
Net cash provided by discontinued financing activities | 0 | 0 |
Net cash provided by financing activities | 23,944,687 | 10,768,133 |
Net decrease in cash and cash equivalents from discontinued operations | 14,373,511 | (2,768,527) |
Cash and cash equivalents, beginning of period | 2,725,996 | 5,494,523 |
Cash and cash equivalents, end of period | 17,099,507 | 2,725,996 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | 800 | 0 |
Supplemental disclosures of noncash investing and financing information | ||
Issuance of common stock for Essentialis acquisition | 17,246,495 | 0 |
Warrants issued in connection with sale of common stock | 4,187,000 | 0 |
Contingent cash consideration of Essentialis acquisition | 2,589,648 | 0 |
Costs of issuing common stock and common stock warrants recorded in accounts payable | 117,164 | 0 |
Preferred convertible stock transaction costs included in Accounts Payable | 0 | 52,290 |
Fixed asset purchases included in accounts payable | 0 | 11,200 |
Series B Warrant Liability [Member] | Cash Less Exercise [Member] | ||
Supplemental disclosures of noncash investing and financing information | ||
De-recognition of warrant liability | 0 | 593,584 |
Continuing Operations [Member] | ||
Cash flows from financing activities: | ||
Net decrease in cash and cash equivalents from discontinued operations | 16,584,141 | 3,492,630 |
Discontinued Operations [Member] | ||
Cash flows from financing activities: | ||
Net decrease in cash and cash equivalents from discontinued operations | (2,210,630) | (6,261,157) |
Series A Convertible Preferred Stock [Member] | ||
Cash flows from financing activities: | ||
Net proceeds from issuance of Convertible Preferred | 0 | 5,070,339 |
Redemption of Series A Convertible Preferred stock in conjunction with issuance of Series B Convertible Preferred stock | 0 | (7,780,000) |
Series A Convertible Preferred transaction costs paid | 0 | (71,493) |
Supplemental disclosures of noncash investing and financing information | ||
Conversion of preferred to common stock | 0 | 1,200,000 |
Series B Convertible Preferred Stock [Member] | ||
Cash flows from financing activities: | ||
Net proceeds from issuance of Convertible Preferred | 0 | 13,479,185 |
Supplemental disclosures of noncash investing and financing information | ||
Conversion of preferred to common stock | $ 0 | $ 1,000,000 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Description of Business | Note 1. Description of Business Soleno Therapeutics, Inc. (formerly known as Capnia, Inc.) (the “Company” or “Soleno”) was incorporated in the State of Delaware on August 25, 1999, and is located in Redwood City, California. The Company initially developed and commercialized neonatology devices and diagnostics. Additionally, the Company also had a therapeutics platform based on its proprietary technology for precision metering of gas flow. Upon the acquisition of Essentialis Inc., or “Essentialis” in 2017, the Company initiated actions to divest, sell or dispose its device and diagnostics business activities and focus its research and development efforts on advancing the lead drug candidate acquired with Essentialis. On September 2, 2015, the Company established NeoForce, Inc. (“NFI”), a wholly owned subsidiary incorporated in the State of Delaware, and on September 8, 2015, NFI, acquired substantially all of the assets of an unrelated privately held company NeoForce Group, Inc. (“NeoForce”) in exchange for an upfront cash payment of $1.0 million and royalties on future sales. NeoForce develops innovative pulmonary resuscitation solutions for the inpatient and ambulatory neonatal markets that the Company marketed through NFI. On April 27, 2015, the Company established Soleno Therapeutics UK Ltd. (formerly Capnia UK Limited), a wholly owned foreign subsidiary in the United Kingdom. The functional currency of the U.K. subsidiary is the British pound. There have been no significant activities for this entity to date. On March 7, 2017, Soleno completed its merger, or the Merger, with Essentialis, Inc., a Delaware corporation, or Essentialis in accordance with the Merger Agreement by and between Soleno Therapeutics and Essentialis dated December 22, 2016, or the Merger Agreement. After the Merger, the Company’s primary focus is transitioning to the development and commercialization of novel therapeutics for the treatment of rare diseases. Essentialis was a privately held, clinical stage biotechnology company focused on the development of breakthrough medicines for the treatment of rare diseases where there is increased mortality and risk of cardiovascular and endocrine complications. Prior to the Merger, Essentialis’s efforts were focused primarily on developing and testing product candidates that target the ATP-sensitive Subsequent to the merger with Essentialis, the Company explored opportunities to divest, sell or dispose of the NeoForce, CoSense, and Serenz businesses. The Company’s current research and development efforts are primarily focused on advancing its lead candidate, DCCR tablets for the treatment of PWS into late-stage clinical development, with a secondary emphasis on its joint venture with OAHL for the CoSense technology. CoSense is 510(k) cleared for sale in the U.S. and received CE Mark certification for sale in the E.U. The Company continues to separately evaluate alternatives for its Serenz portfolio. The operations directly related to the NeoForce, CoSense, and Serenz business are reported herein as discontinued operations and the related assets are reported as assets held for sale in accordance with ASC 205-20-45-10. On May 8, 2017, Soleno received stockholder approval to amend the Amended and Restate Certificate of Incorporation of the Company, to change the name of the Company to Soleno Therapeutics, Inc. The Company completed the sale of stock of its 100% wholly-owned subsidiary, NeoForce, Inc. on July 18, 2017, pursuant to a Stock Purchase Agreement, or NFI Purchase Agreement, with NeoForce Holdings, Inc., or NFI Holdings, a 100% owned subsidiary of Flexicare Medical Limited, a privately held United Kingdom company, for $720,000 and adjustments for inventory and the current cash balances held at NFI. On October 6, 2017, the Company effected a one-for-five On December 4, 2017, Soleno, and its wholly-owned subsidiary, Capnia, Inc., a Delaware corporation, or Capnia, entered into a joint venture with OptAsia Healthcare Limited, a Hong Kong company limited by shares, or OAHL, with the purpose of developing and commercializing medical monitors, including the CoSense ® End-Tidal end-tidal |
Going Concern and Management's
Going Concern and Management's Plans | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management's Plans | Note 2. Going Concern and Management’s Plans The Company had a net loss of $15.7 million for the year ended December 31, 2017 and has an accumulated deficit of approximately $114.0 million at December 31, 2017 from having incurred losses since its inception. The Company has approximately $16.3 million of working capital at December 31, 2017 and used approximately $10.0 million of cash in its operating activities during the year ended December 31, 2017. The Company has financed its operations principally through issuances of equity securities. On October 12, 2015, the Company entered into a 2015 Purchase Agreement with Sabby to purchase up to $10 million worth of Series A Convertible Preferred Stock (the “Preferred Stock”). The sale of the Preferred Stock took place in two separate closings. On October 15, 2015, the date of the first closing, the Company received proceeds of approximately $4.1 million, net of $0.4 million in estimated expenses. Upon the second closing, which closed on January 8, 2016, the Company received proceeds of approximately $5.0 million, net of $0.5 million in estimated expenses. On June 29, 2016, the Company entered into the 2016 Sabby Purchase Agreement with Sabby, pursuant to which the Company agreed to sell to Sabby, in a private placement, an aggregate of up to 13,780 shares of the Company’s Series B Convertible Preferred Stock at an aggregate purchase price of $13,780,000, which shares are convertible into 2,756,000 shares of trhe Company’s Common Stock, based on a fixed conversion price of $5.00 per share on an as-converted In connection with the 2016 Sabby Purchase Agreement, the Company also repurchased an aggregate of 7,780 shares of Series A Convertible Preferred Stock held by Sabby for an aggregate amount of $7,780,000, which shares were originally purchased by Sabby under the 2015 Sabby Purchase Agreement and which shares represent 841,081 shares of Common Stock on an as-converted On December 22, 2016, the Company entered into the Merger Agreement and Plan with Essentialis. Consummation of the merger was subject to various closing conditions, including the Company’s consummation of a financing of at least $8 million at, or substantially contemporaneous with, the closing of the merger, which occurred on March 7, 2017 and the receipt of stockholder approval of the merger at a special meeting of stockholders, which the Company received on March 6, 2017 (see Note 10). During the year ended December 31, 2016, the Company implemented plans to reduce its expenses, including reducing its workforce, eliminating outside consultants, reducing legal fees and implementing a plan to allow Board members to receive common stock, in lieu of cash payments. On January 27, 2017, The Company entered into a Common Stock Purchase Agreement (the “2017 Aspire Purchase Agreement”) with Aspire Capital Fund, LLC (“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 $17.0 million in value of shares of Common Stock over the 30-month On December 11, 2017, the Company entered into the Unit Purchase Agreement with certain stockholders, pursuant to which the Company sold and issued 8,141,116 immediately separable units at a price per unit of $1.84, for aggregate gross proceeds of approximately $15,000,000. Each unit consisted of one share of the Company’s common stock and a warrant to purchase 0.74 shares of the Company’s common stock at an exercise price of $2.00 a share, for an aggregate of 8,141,116 Shares and corresponding warrants to purchase an aggregate of 6,024,425 Warrant Shares, together referred to as the Resale Shares. The Company also granted certain registration rights to these stockholders, pursuant to which, among other things, the Company prepared and filed a registration statement with the SEC to register for resale the Resale Shares. The registration statement was declared effective in February 2018. The accompanying financial statements have been prepared under the assumption the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. The Company expects to continue incurring losses for the foreseeable future and may be required to raise additional capital to complete its clinical trials, pursue product development initiatives and penetrate markets for the sale of its products. Management believes that the Company will continue to have access to capital resources through possible public or private equity offerings, debt financings, corporate collaborations or other means, but the Company’s access to such capital resources is uncertain and is not assured. If the Company is unable to secure additional capital, it may be required to curtail its clinical trials and development of new products and take additional measures to reduce costs in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These measures could cause significant delays in the Company’s efforts to complete its clinical trials and commercialize its products, which is critical to the realization of its business plan and the future operations of the Company. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should we be unable to continue as a going concern. Management believes that the Company does not have sufficient capital resources to sustain operations through at least the next twelve months from the date of this filing. Additionally, in view of the Company’s expectation to incur significant losses for the foreseeable future it will be required to raise additional capital resources in order to fund its operations, although the availability of, and the Company’s access to such resources is not assured. Accordingly, management believes that there is substantial doubt regarding the Company’s ability to continue operating as a going concern within one year from the date of filing these financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying 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”). 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 financial instruments, stock-based compensation, value and life of acquired intangibles, and the valuation of contingent liabilities for the purchase price of assets obtained through acquisition. 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 U.S. 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, 2017 and 2016. The Company expects the maintenance of balances in excess of insurable limits will 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, 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 the U.K. and include deposits in a money market fund which was unrestricted as to withdrawal or use. Restricted cash is security of the Company credit card. Accounts Receivable Accounts receivable as of December 31, 2017 and 2016 consist of balances due from customers in the normal course of business. The Company did not record an allowance for doubtful accounts as this balance was deemed fully collectible. Accounts receivable are classified as Assets Held for Sale (See Note 8). 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. Inventory Inventory consists of raw materials to be used in the assembly of the Company’s products, work-in-progress and finished goods. As of December 31, 2017, the Company’s inventory consists of approximately $213,000 of raw materials, $30,000 of work-in-progress, and $177,000 of finished goods. As of December 31, 2016, the Company’s inventory includes approximately $382,000 of raw material, $101,000 of work-in-process first-in, first-out Inventory is classified as Assets Held for Sale (See Note 8). Patent On May 11, 2010, we entered into an Asset Purchase Agreement with BioMedical Drug Development, Inc., or BDDI, pursuant to which BDDI agreed to sell certain technology to us and BDDI received and was entitled to receive, among other consideration, certain royalty payments related to the technology. In June 2015, the Company and BDDI amended the BDDI Asset Purchase Agreement, pursuant to which the Company committed to pay aggregate cash payments of $450,000 and issued 8,000 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 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. The BDDI patent is reported as an Intangible Asset and classified as Assets Held for Sale. (See Note 8.) In March 2017, the Company completed the acquisition of Essentialis, Inc., a Delaware corporation, or Essentialis in accordance with the Merger Agreement by and between Soleno Therapeutics and Essentialis dated December 22, 2016. The merger transaction has been accounted for as an asset acquisition under the acquisition method of accounting and accordingly, the value of asset acquired in the amount of $22.0 million was assigned to the identifiable intangible asset relating to the patent for DCCR, which patent expires in June 2028. 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. Property and Equipment, Net Property and equipment are stated at cost net of accumulated depreciation and amortization calculated 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 remaining 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. Certain property and equipment are classified as Assets Held for Sale. (See Note 8.) Long-Lived Assets The Company reviews its long-lived assets for impairment annually and 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 and the fair value of the assets. Intangible Assets Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives of 11 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 in the amount of $447,000 consisting of the patent acquired in the BDDI acquisition are classified as Assets Held for Sale. (See Note 8.) Intangible assets consist of the following at December 31, 2017. Amount Accumulated Amortization Net Amount Useful Lives (years) Patents and merger costs $ 22,002,623 $ (1,589,567 ) $ 20,413,056 11 Total $ 22,002,623 $ (1,589,567 ) $ 20,413,056 Future amortization expense for intangible assets over their remaining useful lives is as follows. Year ending December 31 Patents and trademarks 2018 $ 1,944,101 2019 1,944,101 2020 1,944,101 2021 1,944,101 2022 1,944,101 2023 and thereafter 10,692,553 Total $ 20,413,056 Amortization expense for the years ended December 31, 2017 and 2016, was $ 1,661,734 72,167 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. The Company did not perform the qualitative assessment, but made its determination using the quantitative approach for goodwill impairment. Using the quantitative approach, the Company determined that there was no impairment of goodwill for the year ended December 31, 2016. Goodwill is classified as Assets Held for Sale. (See Note 8.) Revenue Recognition The Company began recognizing sales of CoSense during the year ended December 31, 2015. In addition, the Company began recognizing sales of NFI pulmonary resuscitation products after the acquisition of Neoforce’s assets in September 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 offers a limited one-year Revenues are reported as Discontinued Operations. (See Note 8.) 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. Certain Research and Development expenses are reported as Discontinued Operations. (See Note 8.) Change in fair value of contingent consideration The Company recorded the value of contingent future consideration to be paid for the acquisition of Essentialis as a liability in March 2017 at the date of the acquisition. The increase in value of the liability for the contingent consideration of December 31, 2017, is recorded as operating expense in the consolidated statement of operations. 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. 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. The loss from discontinued operations is reported net of the related effect for income taxes in the Statement of Operations. Convertible Preferred Stock and other Hybrid Instruments The Company’s convertible preferred stock was classified as permanent equity on its consolidated balance sheet in accordance with authoritative guidance for the classification and measurement of hybrid securities and distinguishing liability from equity instruments. The preferred stock is not redeemable at the option of the holder. Further, the Company evaluated its Series A and Series B Convertible Preferred Stock and determined that it is considered an equity host under ASC 815, Derivatives and Hedging 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 net-cash net-share net-cash net-cash net-share 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 non-employee. Recent Accounting Standards 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 May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and some cost guidance included in ASC Subtopic 605-35, “Revenue Recognition—Construction-Type and Production-Type Contracts.” The core principle of ASU 2014-09 is that revenue is recognized when the transfer of control of goods or services to customers occurs in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ASU 2014-09 2015-14 In January 2017, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (ASU) 2017-04: “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” 2017-04”), In January 2017, the FASB issued ASU 2017 -01 “Business Combinations (Topic 805): Clarifying the Definition of a Business which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. Early application of the amendments in ASU 2017 -01 are allowed for transactions for which the acquisition date is before the effective date of the amendments, but only when the transactions have not been reported in the financial statements that have been issued. The Company early adopted ASU 2017 -01 for the acquisition of Essentialis, Inc. (see Note 9). In May 2017, the FASB issued ASU 2017-09: 2017-09 In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception, (ASU 2017-11). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently assessing the potential impact of adopting ASU 2017-11 on its consolidated financial statements and related disclosures. On December 22, 2017, the SEC staff also issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. Specifically, SAB 118 provides a measurement period for companies to evaluate the impacts of the 2017 Tax Act on their financial statements. This measurement period begins in the reporting period that includes the enactment date and ends when an entity has obtained, prepared, and analyzed the information that was needed in order to complete the accounting requirements, and cannot exceed one year. The re-measurement In February 2018, the FASB issued ASU amends ASC 220, Income Statement—Reporting Comprehensive Income 2017-09 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 4. Fair Value of Financial Instruments The carrying value of the Company’s cash, restricted cash, accounts receivable, and accounts payable, approximate fair value due to the short-term nature of these items. 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, 2017 Total Level 1 Level 2 Level 3 Assets Money market fund $ 16,790,456 $ 16,790,456 Liabilities Series A warrant liability $ 351,713 $ 351,713 — — Series C warrant liability 5,880 — — $ 5,880 2017 PIPE warrant liability 5,076,000 — — 5,076,000 Essentialis purchase price contingent liability 5,081,840 — — 5,081,840 Total common stock warrant and contingent consideration liability $ 10,515,433 $ 351,713 — $ 10,163,720 Fair Value Measurements at December 31, 2016 Total Level 1 Level 2 Level 3 Assets Money market fund $ 2,563,247 $ 2,563,247 — — Liabilities Series A warrant liability 194,048 194,048 — — Series C warrant liability 85,490 — — 85,490 Total common stock warrant liability $ 279,538 $ 194,048 — $ 85,490 The Series A Warrant is a registered security that trades on the open market and 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 fair value of Series A Warrants is a Level 1 measurement. The fair value measurement of the Series C Warrants is based on significant inputs that are unobservable and thus represent Level 3 measurements. The Company’s estimated fair value of the Series C Warrant liability is calculated using the Black-Scholes valuation model, which is equivalent to fair value computed using the Binomial Lattice Option Model. Key assumptions include the volatility of the Company’s stock, the expected warrant term, expected dividend yield and risk-free interest rates. The Company’s estimated fair value of the 2017 PIPE Warrants was calculated using a Monte Carlo simulation of a geometric Brownian motion model. The Monte Carlo simulation pricing model requires the input of highly subjective assumptions including the expected stock price volatility, the expected term, the expected dividend yield and the risk-free interest rate. The Level 3 estimates are based, in part, on subjective assumptions. On January 13, 2016, the Company entered into an agreement to sublease the Company’s excess space located in Redwood City. By the end of February, the Company removed all equipment, furniture and fixtures being stored in this excess space and ceased use of this space. The fair value of the cease-use sub-lease 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 C Warrant 2017 PIPE Warrants Purchase Price Contingent Liability Number of Warrants Liability Number of Warrants Liability Number of Liability Balance at January 1, 2017 485,121 $ 194,048 118,083 $ 85,490 — — Change in value of Series A Warrants — 157,665 — — — — Change in value of Series C Warrants — — — (79,610 ) — — Issuance in 2017 PIPE Warrants 6,024,425 $ 4,187,000 Change in value of 2017 PIPE Warrants — — — — — 889,000 Issuance of contingent liability on March 7, 2017 $ 2,589,648 Change in value of contingent liability 2,492,192 Balance at December 31, 2017 485,121 $ 351,713 118,083 $ 5,880 6,024,425 $ 5,076,000 $ 5,081,840 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 5. Property and Equipment, Net Property and equipment consisted of the following. December 31, 2017 December 31, 2016 Computer hardware $ 60,610 $ 56,527 Furniture and fixtures 23,074 23,074 Leasehold improvements 12,848 12,849 96,532 92,450 Less accumulated depreciation and amortization (73,647 ) (50,429 ) Total $ 22,885 $ 42,021 Depreciation expense was $43,716 and $33,328 for the fiscal years ended December 31, 2017 and December 31, 2016, respectively. Depreciation expense of $22,012 and $13,628 was classified in discontinued operations for the years ended December 31, 2017, and 2016, respectively. |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Text Block [Abstract] | |
Warrant Liabilities | Note 6. Warrant Liabilities Warrants terms The Company has issued multiple warrant series, of which the Series A Warrants, Series C Warrants and 2017 PIPE Warrants (the “Warrants”) are considered liabilities pursuant to the guidance established by ASC 815 Derivatives and Hedging. The Company’s Warrants contain standard anti-dilution provisions for stock dividends, stock splits, subdivisions, combinations and similar types of recapitalization events. The Series A and Series C Warrants 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 Series A Warrants and shares underlying the Series A Warrants, or the shares underlying the Series C Warrants, respectively. 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 the shares underlying the Warrants and for the offer and sale of the Series C Warrants. The Series A and Series C Warrants 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 proceeds related to the warrant financings 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, which is equivalent to fair value computed using the Binomial Lattice Option Model. Accounting Treatment The Company accounts for the Warrants in accordance with the guidance in ASC 815 The Company classified the Warrants, with a term greater than one year, as long-term liabilities at their fair value and will re-measure Series A Warrants The Company has issued 489,921 Series A Warrants to purchase shares of its Common Stock at an exercise price of $32.50 per share in connection with the unit offering offered in the Company’s initial public offering (“IPO”) in November 2014. 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 SLNOW. As the Series A Warrants are publicly traded, the Company uses the closing price on the measurement date to determine the fair value of these the Series A Warrants. Since their issuance, a total of 4,800 Series A Warrants have been exercised. As of December 31, 2017, the fair value of the 485,121 outstanding Series A Warrants was approximately $352,000, and the increase of $158,000 in fair value during the year ended December 31, 2017 was recorded as other expense in the statement of operations. 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 117,902 shares of the Company’s Common Stock at an exercise price of $32.50 per share, resulting in the de-recognition 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 $31.25 per share that expire on March 5, 2020. The tender offer was extended to Series B Warrant holders under a registration statement filed with the SEC on Form S-4, The Series C Warrants are exercisable into 118,083 shares of the Company’s Common Stock. As of December 31, 2017, the fair value of the Series C Warrants was determined to be $5,880. The decline in the fair value of the liability for the Series C Warrants of $79,610 in the year ended December 31, 2016 was recorded as other income in the consolidated statement of operations. The Company has calculated the fair value of the Series C Warrants using a Black-Scholes pricing model, which is equivalent to the fair value computed using the Binomial Lattice Option Model. The Black-Scholes pricing model requires the input of highly subjective assumptions including the expected stock price volatility. The Company used the following inputs. December 31, 2017 December 31, 2016 Volatility 90 % 90 % Expected Term (years) 2.17 3.17 Expected dividend yield — % — % Risk-free rate 1.57 % 1.51 % Warrants Issued as Part of the Units in the 2017 PIPE Offering The 2017 PIPE Warrants were issued on December 15, 2017 in to the 2017 PIPE Offering, pursuant to a Warrant Agreement with each of the investors in the 2017 PIPE Offering, and entitle the holder to purchase one share of the Company’s common stock at an exercise price equal to $2.00 per share, subject to adjustment as discussed below, at any time commencing upon issuance of the 2017 PIPE Warrants and terminating at the earlier of December 15, 2020 or 30 days following positive Phase III results for Diazoxide Choline Controlled-Release (DCCR) tablet in Prader-Willi syndrome (PWS). The exercise price and number of shares of common stock issuable upon exercise of the 2017 PIPE Warrants may be adjusted in certain circumstances, including in the event of a stock split, stock dividend, extraordinary dividend, or recapitalization, reorganization, merger or consolidation. However, the exercise price of the 2017 PIPE Warrants will not be reduced below $1.72. In the event of a change of control of the Company, the holders of unexercised warrants may present their unexercised warrants to the Company, or its successor, to be purchased by the Company, or its successor, in an amount equal to the per share value determined by the Black Scholes methodology. The Company has calculated the fair value of the 2017 PIPE Warrants using a Monte Carlo simulation of a geometric Brownian motion model. The Monte Carlo simulation pricing model requires the input of highly subjective assumptions including the expected stock price volatility. The following summarizes certain key assumptions used in estimating the fair values. December 31, 2017 December 15, Volatility 67 % 67 % Expected Term (years) 0.8 years 0.8 years Expected dividend yield — % — % Risk-free rate 1.76 % 1.71 % The 2017 PIPE Warrants were issued on December 15, 2017 with an estimated fair value of $4,187,000. At December 31, 2017, the fair value of the 2017 PIPE Warrants was estimated at $5,076,000 and the cost of $889,000 associated with the increase in the fair value of the warrants was recorded as expense in other expense in the statement of operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. Commitments and Contingencies (i)Facility Leases On July 1, 2015 the Company executed a new four-year non-cancelable The Company also leases office space under a non-cancelable Minimum rental commitments under all noncancelable leases with an initial term in excess of one year as of December 31, 2017 were as follows. Year ending December 31 Operating Leases 2018 $ 629,923 2019 334,747 Total $ 964,670 The table above does not consider the impact of lease payments the Company will receive under the sublease executed in January 2016. Rent expense was $514,000 and $595,000 during the years ended December 31, 2017 and 2016, respectively. (ii) Shareholder lawsuit On February 16, 2017, the Lawsuit captioned Garfield v. Capnia, Inc., et al. C17-00284 8-K On February 28, 2017, the Company agreed to make additional supplemental disclosures and pay $175,000 for dismissal of the lawsuit. This amount was accrued as a current liability on the balance sheet as of December 31, 2016 and recorded as an expense in general and administrative expense on the statement of operations for the year ended December 31, 2016. 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. |
Discontinued Operations and Ass
Discontinued Operations and Assets Held for Sale | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Assets Held for Sale | 8. Discontinued Operations and Assets Held for Sale (i) Assets held for sale and discontinued operations Subsequent to the merger with Essentialis described above, the Company explored opportunities divest, sell or dispose of the CoSense, Neo Force, Inc. and Serenz businesses. Under ASC 205-20-45-10, The components of the Balance Sheet accounts presented as assets and liabilities held for sale follow. December 31, 2017 2016 Current assets Accounts receivable $ 50,193 $ 133,337 Inventory 420,312 660,391 Prepaid expenses and other current assets 45,868 — Current assets held for sale 516,373 793,728 Long-term assets Property & equipment, net 19,867 60,539 Goodwill — 718,003 Other intangible assets 446,521 817,465 Long-term assets held for sale 466,388 1,596,007 Current liabilities Accounts payable 50,860 123,379 Accrued compensation and other current liabilities 75,751 119,021 Total current liabilities for sale 126,611 246,400 Long-term liabilities Other long-term liabilities 225,392 81,000 Long-term liabilities held for sale $ 225,392 $ 81,000 The components of the Statement of Operations presented as Discontinued Operations follow. Year Ended December 31, 2017 2016 Product revenue $ 735,212 $ 1,450,788 Total revenue 735,212 1,450,788 Cost of product revenue 820,098 1,509,306 Gross profit loss (84,886 ) (58,518 ) Expenses Year Ended December 31, 2017 2016 Research and development 2,426,829 2,937,662 Sales and marketing 218,706 1,630,591 General and administrative 669,175 659,227 Total expenses 3,314,710 5,227,480 Operating loss (3,399,596 ) (5,285,998 ) Other income (expense) (8,000 ) (19,896 ) Loss on sale of assets (185,979 ) — Net loss from discontinued operations, net of tax effect of $21,700 in 2016 $ (3,593,575 ) $ (5,327,594 ) Stock-based compensation expense of approximately $120,000 and $132,000 was classified in discontinued operations for the years ended December 31, 2017, and 2016, respectively. (ii) NFI Sale On September 2, 2015, the Company established NeoForce, Inc. (“NFI”), a wholly owned subsidiary of the Company and through NFI, acquired substantially all of the assets of an unrelated privately held company NeoForce Group, Inc.(“NeoForce”). On July 18, 2017, the Company completed the sale of stock of its 100% wholly-owned subsidiary, NFI, primarily related to the Company’s portfolio of neonatology resuscitation business pursuant to a Stock Purchase Agreement (the “Purchase Agreement”), dated as of July 18, 2017, with NeoForce Holdings, Inc. (“Holdings”), a 100% owned subsidiary of Flexicare Medical Limited, a privately held United Kingdom company, for $720,000 and adjustments for inventory and the current cash balances held at NFI. The Company will also receive the total outstanding accounts receivable and inventory held by NFI at the date of sale, as it is collected or sold, respectively. The transactions contemplated by the Purchase Agreement are a continuation of a process previously disclosed by the Company of evaluating strategic alternatives and focusing on the Company’s rare disease therapeutic business. The Purchase Agreement includes customary terms and conditions, including an adjustment to the purchase price based on inventory and accounts receivables, and provisions that require the Company to indemnify Holdings for certain losses that it incurs as a result of a breach by the Company of its representations and warranties in the Purchase Agreement and certain other matters. Proceeds from the sale are payable to the Company as follows: (1) a $720,000 payment to the Company in cash on July 18, 2017, (2) the value of outstanding accounts receivable as it is collected by NFI following July 18, 2017, payable on a monthly basis, and (3) the value of inventory as it is sold following July 18, 2017, payable on a monthly basis. The Purchase Agreement contains customary representations and warranties of each of the parties. (iii) CoSense Joint Venture Agreement In December 2017, the Company entered into a joint venture with OAHL with respect to its CoSense product by agreeing to sell shares of Capnia, its wholly-owned subsidiary, to OAHL. CoSense was Soleno’s first Sensalyze Technology Platform product to receive 510(k) clearances from the FDA and CE Mark certification. CoSense measures CO, which can be elevated due to endogenous causes such as excessive breakdown of red blood cells, or hemolysis, or exogenous causes such as CO poisoning and smoke inhalation. The first target market for CoSense is for the use of ETCO measurements to aid in detection of hemolysis in neonates, a disorder in which CO and bilirubin are produced in excess as byproducts of the breakdown of red blood cells. The Company’s entry into the joint venture results from a comprehensive review of strategic alternatives for its legacy products and product candidates following its transition to a primarily therapeutic drug product company. The terms of the Joint Venture Agreement provide that OAHL will invest up to a total of $2.2 million of Capnia’s common shares on an incremental quarterly basis commencing in December 2017. Going forward, OAHL will be responsible for funding a portion of the Capnia operations. As of December 31, 2017, OAHL had acquired no shares of Capnia. The Company will report for its ownership position in Capnia pursuant to ASC 810. |
Acquisition of Essentialis Inc.
Acquisition of Essentialis Inc. | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition of Essentialis Inc. | Note 9. Acquisition of Essentialis Inc. On March 7, 2017, the Company acquired Essentialis through the merger of the Company’s wholly-owned subsidiary Company E Merger Sub, Inc., a Delaware corporation (“Merger Sub”), whereby Merger Sub merged into Essentialis, with Essentialis surviving the merger as a wholly owned subsidiary of the Company. The transaction has been accounted for as an asset acquisition under the acquisition method of accounting. The amendments in ASU 2017-01 In consideration, the Company issued 3,783,388 shares of common stock to stockholders of Essentialis on March 7, 2017. The Company held back 182,675 shares of common stock as partial recourse to satisfy indemnification claims, and such shares will be issued to Essentialis stockholders on the 1-year Since the acquisition was determined to be an asset acquisition, the total value of the purchase consideration will be allocated to the asset acquired. The fair value of the shares issued on the completion of the merger and of the contingent shares to be issued in the future was based on the stock price of the Company on the date of completion of the merger. In addition, the trading history of the Company was reviewed to assess the reliability of the implied consideration value. The Company trades on the NASDAQ, a major U.S. stock exchange, and has significant average daily trading volume with tight intraday bid-ask The agreement to pay cash upon the achievement of the commercial milestones result in the recognition of a contingent consideration. The fair value of the contingent cash consideration is based on the Company’s analysis of the likelihood of the drug indication moving from phase II through approval in the Federal Drug Administration approval process and then reaching the cumulative revenue milestones. In determining the likelihood of this occurring, the analysis relied on 2016 research published by BIO, Biomedtraker,& Amplion titles “Clinical Development Success Rates 2006-2015.” Based on management’s assessment, a 56% probability of achieving each milestone was determined to be reasonable. Additionally, the Company anticipates that it could reach the commercial milestones of $100 million and $200 million in applicable revenue in 2023 and 2025, respectively. The Company recorded the acquisition pursuant to the guidance in ASC 805, which provides that not all of the relevant information needed to complete acquisition-date measurements may be obtainable or known at the time of closing the acquisition and in time for issuance of interim or annual financial statements. Therefore, ASC 805 provides for a “measurement period” during which adjustments to the provisional valuation amounts initially recorded can be made in order to reflect information, existing at the acquisition date, but of which management subsequently obtains or becomes aware. ASC 805 provides that the measurement period can extend for up to, but not exceed, one year. Management engaged independent professional assistance and advice in order to assess the fair value of the contingent stock and cash consideration as of March 7 and December 31, 2017. During the process of determining the fair value of the contingent consideration at December 31, 2017, the Company became aware that certain of the subjective assumptions made at the time of the initial valuation should be modified based upon management’s increased understanding of the commercial capabilities of the DCCR drug of which it became aware subsequent to the acquisition. Accordingly, the Company determined that it was appropriate to adjust the provisional valuation amounts recorded for the contingent stock and cash consideration made at the inception in March 2017. As a result, the value of the contingent cash consideration to be paid upon completing successive sales milestones increased and the value of the contingent stock consideration payable upon timing milestones was reduced; the resulting combined change to the total contingent consideration was not material. The initial valuation of the contingent consideration determined the fair value of the contingent stock consideration to be $4,220,000 and the fair value of the contingent cash consideration to be $1,090,000, for the combined value of $5,310,000 for the total of the stock and cash contingent consideration. The revision of the initial valuation of the contingent consideration, made within the measurement period, determined the fair value of the contingent stock consideration to be $2,680,000 and the fair value of the contingent cash consideration to be $2,590,000, for the combined value of $5,270,000 for the total of the contingent stock and cash consideration. Also subsequent to March 7, 2017 and prior to reporting the balance sheet and results of operations as of December 31, 2017, and for the year then ended, the Company completed its assessment of the tax effect on the net assets acquired by obtaining the independent study and report regarding the change in control in the previously outstanding stock of Essentialis. As a result of completing the study, the Company determined that, pursuant to Section 382 of the Internal Revenue Code, the utilization of Essentialis’s federal and state operating loss carryforwards were limited, which required the Company to record a net deferred tax liability in the amount of $1,651,000. As a consequence of recording the net deferred tax liability, the Company’s valuation allowance was reduced by $1,651,000, which resulted in the provision for income tax benefit and an increase in the value of the intangible asset acquired. Accordingly, the initial purchase cost of the asset acquired was adjusted as of March 2017 and to reflect the change in the fair value of the contingent stock and cash consideration and for the effect of the Section 382 limitation, and the net increase in amortization of the related intangible asset was recorded in the fourth quarter of 2017. The probability weighted milestone payments were discounted to determine the present value of future cash payments. The analysis utilized the weighted average cost of capital (WACC) discount rate. The WACC used for the first and second milestones were 30% and 21%, respectively. The aggregate purchase price consideration was as follows. Fair value of stock consideration $ 17,246,495 Fair value of contingent consideration 2,589,648 Total purchase price consideration $ 19,836,143 The fair value of the asset acquired is as follows. Patents $ 19,836,143 Net Assets Acquired $ 19,836,143 As an asset acquisition, the Company also capitalized approximately $573,000 of total costs incurred to complete the acquisition consisting of legal fees of $469,000, printing fees of $75,000 and accounting and other fees of $29,000. Additionally, the Company recorded as part of the purchase price consideration the value equivalent to the deferred tax liability that resulted from acquiring the assets in the amount of approximately $1,651,000. The total intangible asset of $22.0 million was recorded on the balance sheet and is being amortized ratably over the life of the patents through June 30, 2028. The acquisition of Essentialis assets was completed in March 2017 and the purchase price was established at the date of closing based upon consideration paid at closing and an estimate of the future contingent consideration to be paid. Subsequent to the acquisition date and prior to reporting the balance sheet and results of operations as of December 31, 2017, and for the year then ended, the Company completed and finalized its assessments of the fair value of consideration paid and of the tax effect on the net assets acquired resulting from the change in control in the previously outstanding stock of Essentialis. As a result of completing the study of the fair value of the consideration paid, the Company revised the initial estimate of the fair value paid at closing and of the future contingent consideration to be paid; accordingly, the initial purchase cost of the asset acquired was adjusted as of March 2017 and the change in amortization of the related intangible asset was recorded in the fourth quarter of 2017. As a result of completing the study of the tax effect, the Company determined that, pursuant to Section 382 of the Internal Revenue Code, the utilization of Essentialis’s operating loss carryforwards were limited, which required the Company to record a tax liability in the amount of $1.6 million, deferred to future periods, for the assets acquired for which the cost was recorded as an element of the of assets required. Accordingly, the initial purchase cost of the asset acquired was adjusted as of March 2017 and the increase in amortization of the related intangible asset was recorded in the fourth quarter of 2017. The fair value of the liability for the contingent consideration payable by the Company achieving the commercial sales milestones of $100 million and $200 million was initially established as approximately $2,590,000 at the time of the merger and approximately $5,082,000 at December 31, 2017, based on the Company’s assessment that it could reach the commercial sales milestones of in 2023 and 2025, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Note 10. Stockholders’ Equity Convertible Preferred Stock The Company is authorized to issue 10,000,000 shares of Preferred Stock. The Company issued a total of 10,000 Series A Convertible Preferred Stock under the 2015 Sabby Purchase Agreement, with a par value of $0.001 and a stated value of $1,000 per share. The Series A Convertible Preferred Stock did not have an expiration date and were not redeemable at the option of the holders. During the three months ended March 31, 2016 and June 30, 2016 the holders of the Series A Convertible Preferred Stock converted 1,665 and 555, respectively, shares of Series A Convertible Preferred Stock resulting in the issuance of 180,000 and 60,000 shares of Common Stock, respectively. Under the 2016 Sabby Purchase Agreement, the remaining 7,780 shares of Series A Convertible Preferred Stock were repurchased. In June 2016, the Company entered into the 2016 Sabby Purchase Agreement with Sabby, pursuant to which the Company agreed to sell to Sabby, in a private placement, a total of 13,780 Series B Convertible Preferred Stock, with a par value of $0.001 and a stated value of $1,000 per share. Under the terms of the Series B Convertible Preferred Stock, in no event shall shares of Common stock be issued to Sabby upon conversion of the Series B Convertible Preferred Stock to the extent such issuance of shares of Common Stock would result in Sabby having ownership in excess of 4.99%. In July 2016, the Company issued 13,780 Series B Convertible Preferred Stock shares to Sabby, and during the years ended December 31, 2017 and 2016, the holders of the Series B Convertible Preferred Stock converted 8,209 and 1,000 shares, respectively, of the Series B Convertible Preferred Stock resulting in the issuance of 1,641,800 and 200,000, respectively, shares of Common Stock. Under the terms of the Series B Convertible Preferred Stock, in no event shall shares of Common stock be issued to Sabby upon conversion of the Series B Convertible Preferred Stock to the extent such issuance of shares of Common Stock would result in Sabby having ownership in excess of 4.99%. The Series B Convertible Preferred Stock do not have an expiration date and are not redeemable at the option of the holders. In connection with each close of the Series B Convertible Preferred Stock, the Company was obligated to repurchase the remaining outstanding Series A Convertible Preferred Stock at the original issuance price. In addition, the exercise price of the existing Series D Warrants originally issued in conjunction with the 2015 Sabby Purchase Agreement was reduced from $12.30 to $8.75 per share on the effective date of the 2016 Sabby Purchase Agreement. In connection with the 2016 Sabby Purchase Agreement, the Company also repurchased an aggregate of 7,780 shares of Series A Convertible Preferred Stock held by Sabby for an aggregate amount of $7,780,000, which shares were originally purchased by Sabby under the 2015 Sabby Purchase Agreement and which shares represent 841,081 shares of Common Stock on an as-converted The Company has recognized the repurchase of the Series A Convertible Preferred Stock as an extinguishment of the Series A Convertible Preferred Stock. The Company compared the fair value of the Series B Convertible Preferred Stock immediately after the two close dates under the 2016 Sabby Purchase Agreement to the carrying value of the Series A Convertible Preferred Stock immediately prior to the two close dates under the 2016 Sabby Purchase Agreement. The Company recorded the excess of the aggregate fair value of the Series B Convertible Preferred Stock, $3.4 million, as a loss on extinguishment. In addition, the Company estimated the effect of modifying the exercise price on the existing Series D warrants to be $203,000. The Company therefore recorded a total of $3.7 million extinguishment loss to net loss applicable to common stockholders. Common Stock On December 22, 2016, the Company entered into the Merger Agreement and Plan with Essentialis. Consummation of the merger was subject to various closing conditions, including the Company’s consummation of a financing of at least $8 million at, or substantially contemporaneous with, the closing of the merger, which occurred on March 7, 2017 and the receipt of stockholder approval of the merger at a special meeting of stockholders, which the Company received on March 6, 2017. On March 7, 2017, the Company completed the merger with Essentialis and issued 3,783,388 shares of common stock to shareholders of Essentialis. The Company held back 182,676 shares of common stock as partial recourse to satisfy indemnification claims, and such shares will be issued to Essentialis stockholders on the 1-year carve-out On January 27, 2017, the Company entered into the 2017 Aspire Purchase Agreement with 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 $17.0 million in value of shares of our Common Stock over the 30-month In December 2017, the Company entered into a Securities Purchase Agreement, or the Unit Purchase Agreement, with purchasers of the Company’s securities pursuant to which the Company sold and issued 8,141,116 immediately separable units at a price per unit of $1.84 for aggregate gross proceeds of approximately $15,000,000 Each unit consisted of one share of the Company’s common stock and a warrant to purchase 0.74 of a share of the Company’s common stock at an exercise price of $2.00 per share, for an aggregate of 8,141,116 shares of common stock, and corresponding warrants, or the 2017 PIPE Warrants, to purchase 6,024,425 shares of common stock. Soleno refers to the Shares and the Warrant Shares collectively as the Resale Shares. The Company also granted certain registration rights to the investors pursuant to the Unit Purchase Agreement pursuant to which, among other things, the Company prepared and filed a registration statement with the SEC to register for resale the Resale Shares. The registration statement was declared effective in February 2018. 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 4 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 and directors for the fiscal years ended December 31, 2017 and 2016 of $1,000,251 and $871,270, respectively of which $120,220 and $132,038 was recorded in discontinued operations in 2017 and 2016, 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, 2017 and December 31, 2016. Stock compensation expense was allocated between departments as follows. Year ended December 31, 2017 December 31, 2016 Research & Development $ 93,237 $ 63,535 General & Administrative 786,794 675,697 Total $ 880,031 $ 739,232 The Company granted options to purchase 622,755 and 267,851 of the Company’s common stock in 2017 and 2016. 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. Year Ended December 31, 2017 December 31, 2016 Expected life (years) 5.5-6.08 5.5-6.08 Risk-free interest rate 1.9%-2.2% 1.3%-1.7% Volatility 61%-69% 65%-73% Dividend rate — % — % The Black-Scholes option-pricing model requires the use of highly subjective assumptions to estimate the fair value of stock-based awards. These assumptions include: • Expected volatility: • Expected term: • Risk-free rate: • Expected dividend yield: The following table summarizes stock option transactions for the years ended December 31, 2017 and 2016 as issued under the Plans. Shares for Grant Number of Options Outstanding Weighted- Average Exercise Price per Share Weighted Average Remaining Contractual Term (in years) Balance at January 1, 2016 1,229 371,768 $ 24.10 8.75 Additional shares authorized 112,143 — — Amendment to plan to authorize additional shares 300,000 — — — Options granted (267,851 ) 267,851 $ 6.80 — Options exercised — (11,683 ) $ 6.00 — Options canceled/forfeited 46,249 (46,249 ) $ 15.45 — Balance at December 31, 2016 191,770 581,687 $ 17.10 8.48 Additional shares authorized 134,295 — — — Amendment to plan to authorize additional shares 1,785,837 — — — Options granted (622,755 ) 622,755 $ 3.04 Options exercised — — — — Options canceled/forfeited 177,455 (177,455 ) $ 8.84 — Balance at December 31, 2017 1,666,602 1,026,987 $ 9.99 — Options vested at December 31, 2017 554,763 $ 13.87 7.03 Options vested and expected to vest at December 31, 2017 1,026,987 $ 9.99 7.94 The weighted-average grant date fair value of employee options granted was $1.88 and $4.05 per share for the year ended December 31, 2017 and December 31, 2016, respectively. At December 31, 2017 total unrecognized employee stock-based compensation was $1.2 million, which is expected to be recognized over the weighted-average remaining vesting period of 2.6 years. As of December 31, 2017, the outstanding stock options had an intrinsic value of zero. The fair value of an equity award granted to a non-employee non-employees In June 2016, the Company granted 11,000 NSOs to sales representatives of Bemes, Inc. Of the 11,000 options granted, 5,499 options with a fair value of $26,355 vested immediately upon grant. Accelerated vesting of the remaining options were contingent on the satisfaction of certain performance requirements, that were not met. Regardless of not achieving accelerated vesting, the remaining options have a one-year 2014 Employee Stock Purchase Plan Soleno’s board of directors and stockholders have adopted the 2014 Employee Stock Purchase Plan, or the ESPP. The ESPP has become effective, and the board of directors will implement commencement of offers thereunder in its discretion. A total of 27,967 shares of the Company’s Common Stock has been made available for sale under the ESPP. In addition, the 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 the board of directors authorizes commencement, equal to the least of: • 1.0% of the outstanding shares of the Company’s Common Stock on the first day of such year; 55,936 shares; or • such amount as determined by the board of directors. As of December 31, 2017, there were no purchases by employees under this plan. Series D Warrants The Company issued 256,064 Series D Warrants in October 2015, with an exercise price of $12.30 and a term of five years expiring on October 15, 2020. The Company’s Series D 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 Series D Warrant agreement further provides for the payment of liquidated damages at an amount per month equal to 1% of the aggregate VWAP of the shares into which each Series D 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 this securities agreement and determined that it is probable that the Company will maintain an effective registration statement and has therefore not allocated any portion of the proceeds to the registration payment arrangement. The Series D Warrant agreement specifically provides that under no circumstances will the Company be required to settle any Series D Warrant exercise for cash, whether by net settlement or otherwise. Accounting Treatment The Company accounts for the Series D Warrants in accordance with the guidance in ASC 815 Derivatives and Hedging Other Common Stock Warrants As of December 31, 2017 and 2016, the Company had 96,029 Common Stock warrants outstanding from the 2010/2012 convertible notes, with an exercise price of $24.35 and a term of 10 years expiring in November 2024. The Company also has outstanding 1,851 Common Stock warrants issued in 2009, with an exercise price of $108.00 and a term of 10 years, expiring in January 2019 and 16,500 Common Stock warrants issued to the underwriter in the Company’s IPO, with an exercise price of $35.70 and a term of 10 years, expiring in November 2024. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes The geographical distribution of loss before income taxes are summarized below. December 31, 2017 2016 United States $ (13,706,889 ) $ (6,501,997 ) Foreign (17,429 ) (235,623 ) Total $ 13,724,318 $ (6,737,620 ) Loss resulting from discontinued operations $ (3,593,575 ) $ (5,305,894 ) Taxes allocated to discontinued operations — $ 21,700 The components of the provision for income tax benefit follows. December 31, 2017 2016 Current: Federal $ — $ — State 800 — Foreign — — — — Deferred Federal (1,578,355 ) — State (72,912 ) — Foreign — — (1,651,267 ) — Total provision for income tax benefit $ (1,650,467 ) $ — The provision for income tax benefit results from accounting for the acquired assets and liabilities of Essentialis resulting in a portion of the Company’s valuation allowance in the amount of $1.6 million being released. The provision for income tax benefit differs from the amount estimated by applying the statutory federal income tax rate to the operating loss from continuing operations due to the following. December 31, 2017 2016 Tax on the loss before income tax expense computed at the federal statutory rate of 34% $ (4,666,395 ) $ (2,290,862 ) State tax (benefit) at statutory rate, net of federal benefit (67,321 ) (136,982 ) Tax reform 10,613,026 — Foreign rate differential 2,614 35,343 Change in Valuation Allowance (8,484,728 ) 2,355,170 Change in research and development credits (121,382 ) (129,974 ) Stock Based Compensation—ISO 294,913 274,506 Change in fair value of warrants 343,179 (619,067 ) Acquisition costs 203,197 — Loss on sale of NFI (677,132 ) — Other 909,562 511,866 Provision for income tax benefit $ (1,650,467 ) — 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, 2017 and 2016. December 31, 2017 2016 Non-Current Reserves and accruals $ 144,876 $ 159,163 Assets held for sale 17,428 63,540 Net Operating Loss Carryforwards 25,485,703 30,291,080 Tax credit carryforwards 1,807,163 1,580,253 Capital loss carryover 459,201 Stock-based compensation—NSO 35,533 Gross non-current 27,949,904 32,094,036 Intangible Assets (4,414,340 ) (74,376 ) Fixed Assets (2,397 ) (1,764 ) Total non-current (4,416,737 ) (76,141 ) Total deferred tax assets 23,533,167 32,017,896 Valuation allowance (23,533,167 ) (32,017,895 ) Net deferred tax assets $ — $ — The Company has recorded a full valuation allowance against its net deferred tax assets due to the uncertainty as to whether such assets will be realized. The valuation allowance increased by $8,484,728 from December 31, 2016 to December 31, 2017 primarily due to the generation of current year net operating losses and research and development credits claimed. As of December 31, 2017, the Company had $104.5 million of federal, $50.0 million of state and $253,000 of foreign net operating losses available to offset future taxable income. The federal net operating loss carryforwards begins to expire in 2019, the state net operating loss carryforwards will begin to expire in 2017 and the foreign net operating loss carryforward can be carried forward indefinitely, if not utilized. As of December 31, 2017, the Company also had $1.6 million of federal and $1.3 million of state research and development credit carryforwards. The federal research and development credit carryforward begins to expire in 2024 and the state research and development credit can be carried forward indefinitely. Utilization of the net operating loss and tax credit carry forwards are subject to an annual limitation due to the ownership percentage change limitations provided by the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of the net operating loss before utilization. The Company completed Section 382 analysis through December 2016 and determined that an ownership change, as defined under Section 382 of the Internal Revenue Code, occurred in June 2016. The Company’s tax attributes are subject to an annual limitation of approximately $0.5 million per year for federal purposes. United States taxes and foreign withholding taxes have not been provided on undistributed earnings for certain non-United The following tables summarize the activities of gross unrecognized tax benefits. December 31, 2017 2016 Beginning balance $ 794,962 $ 691,697 Decreases related to prior year tax positions (4,459 ) 35,804 Increase related to current year tax positions 63,002 67,461 Ending Balance $ 853,504 $ 794,962 There were no unrecognized tax benefits that would impact the effective tax rate as of December 31, 2017 and December 31, 2016. As of December 31, 2017, unrecognized tax benefits of $853,504 would be offset by a change in valuation allowance. The Company files income tax returns in the U.S. federal jurisdiction, certain state jurisdictions and United Kingdom. In the normal course of business, the Company is subject to examination by federal, state, local and foreign jurisdictions, where applicable. In the U.S federal jurisdiction, tax years 1999 forward remain open to examination, in the state tax jurisdiction, years 2006 forward remain open to examination and in the foreign jurisdiction, years 2015 forward remain open to examination. The Company is currently not under audit by any federal, state, local or foreign jurisdiction. On December 22, 2017, H.R. 1, also known as the Tax Cuts and Jobs Act, or the “2017 Tax Act”, was enacted in the U.S. This enactment resulted in a number of significant changes to U.S. federal income tax law for U.S. corporations. Most notably, the statutory U.S. federal corporate income tax rate was changed from 35% to 21% for corporations. In addition to the change in the corporate income tax rate, the 2017 Tax Act further introduced a number of other changes including a one-time low-taxed Additionally, on December 22, 2017, the SEC staff also issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. Specifically, SAB 118 provides a measurement period for companies to evaluate the impacts of the 2017 Tax Act on their financial statements. This measurement period begins in the reporting period that includes the enactment date and ends when an entity has obtained, prepared, and analyzed the information that was needed in order to complete the accounting requirements, and cannot exceed one year. The re-measurement 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, 2017. 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. |
Net loss per share
Net loss per share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net loss per share | Note 12. 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 year ended December 31, 2017 and 2016, 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 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 December 31, 2017 2016 Convertible preferred stock 914,200 2,556,000 Warrants issued to 2010/2012 convertible note holders to purchase common stock 102,070 102,070 Options to purchase common stock 1,026,987 581,686 Warrants issued in 2009 to purchase common stock 1,851 1,851 Warrants issued to underwriter to purchase common stock 16,500 16,500 Series A warrants to purchase common stock 485,121 485,121 Series C warrants to purchase common stock 118,083 118,083 Series D warrants to purchase common stock 586,182 586,162 2017 PIPE warrants 6,024,425 — Total 9,275,419 4,447,473 |
Compensation Plan for Board Mem
Compensation Plan for Board Members | 12 Months Ended |
Dec. 31, 2017 | |
Compensation Related Costs [Abstract] | |
Compensation Plan for Board Members | Note 13. Compensation Plan for Board Members The Compensation Committee of the Board of Directors of the Company recommended, and the Board approved a new compensation plan for the payment of quarterly Board fees. At the election of each Board member, beginning with the third quarter of 2016, they had the option to either receive cash payments or to be paid in common stock of the Company. For the third quarter of 2016, two of the Board members elected to be paid in common stock of the Company resulting in the issuance of 5,084 shares of common stock. In 2017, the Compensation Committee of the Board of Directors recommended, and the Board approved a revised compensation plan pursuant to which all board fees are paid in Common Stock of the Company. Payment to the Board of Directors in shares of the Company’s Common Stock is made after the close of the quarter in which the compensation is earned. During the year ended December 31, 2017, the Company issued 90,306 shares of Common Stock to its Board members for fees earned during the first, second and third quarters. he Company issued 47,766 shares of Common Stock to directors in the fourth quarter of 2017 were issued in February 2018 (see Note 15). |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Note 14. Defined Contribution Plan The Company sponsors a 401(k) Plan, which stipulates that eligible employees can elect to contribute to the 401(k) Plan, subject to certain limitations of eligible compensation. The Company may match employee contributions in amounts to be determined at the Company’s sole discretion. To date, the Company has not made any matching contributions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. Subsequent Events (i) Sabby conversion of Series B convertible stock In January 2018, a fund managed by Sabby converted an aggregate of 1,000 shares of their Series B Convertible Stock into 200,000 shares of Common Stock. (ii) Common shares issued to directors in payment of quarterly board of director fees On February 2, 2018, the Company issued 47,766 shares of Common Stock to members of its Board of Directors as compensation for Board of Directors fees earned during the quarter ended December 31, 2017. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Basis of Presentation | Basis of Presentation The accompanying 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”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of expenses in the financial statements and accompanying notes. Actual results could differ from those estimates. Key estimates included in the financial statements include the valuation of deferred income tax assets, the valuation of financial instruments, stock-based compensation, value and life of acquired intangibles, and the valuation of contingent liabilities for the purchase price of assets obtained through acquisition. |
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 U.S. 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, 2017 and 2016. The Company expects the maintenance of balances in excess of insurable limits will 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 the U.K. and include deposits in a money market fund which was unrestricted as to withdrawal or use. Restricted cash is security of the Company credit card. |
Accounts Receivable | Accounts Receivable Accounts receivable as of December 31, 2017 and 2016 consist of balances due from customers in the normal course of business. The Company did not record an allowance for doubtful accounts as this balance was deemed fully collectible. Accounts receivable are classified as Assets Held for Sale (See Note 8). |
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. |
Inventory | Inventory Inventory consists of raw materials to be used in the assembly of the Company’s products, work-in-progress and finished goods. As of December 31, 2017, the Company’s inventory consists of approximately $213,000 of raw materials, $30,000 of work-in-progress, and $177,000 of finished goods. As of December 31, 2016, the Company’s inventory includes approximately $382,000 of raw material, $101,000 of work-in-process first-in, first-out Inventory is classified as Assets Held for Sale (See Note 8). |
Intangible Assets | Intangible Assets Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives of 11 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 in the amount of $447,000 consisting of the patent acquired in the BDDI acquisition are classified as Assets Held for Sale. (See Note 8.) Intangible assets consist of the following at December 31, 2017. Amount Accumulated Amortization Net Amount Useful Lives (years) Patents and merger costs $ 22,002,623 $ (1,589,567 ) $ 20,413,056 11 Total $ 22,002,623 $ (1,589,567 ) $ 20,413,056 Future amortization expense for intangible assets over their remaining useful lives is as follows. Year ending December 31 Patents and trademarks 2018 $ 1,944,101 2019 1,944,101 2020 1,944,101 2021 1,944,101 2022 1,944,101 2023 and thereafter 10,692,553 Total $ 20,413,056 Amortization expense for the years ended December 31, 2017 and 2016, was $ 1,661,734 72,167 |
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. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost net of accumulated depreciation and amortization calculated 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 remaining 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. Certain property and equipment are classified as Assets Held for Sale. (See Note 8.) |
Long-Lived Assets | Long-Lived Assets The Company reviews its long-lived assets for impairment annually and 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 and the fair value of the assets. |
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. The Company did not perform the qualitative assessment, but made its determination using the quantitative approach for goodwill impairment. Using the quantitative approach, the Company determined that there was no impairment of goodwill for the year ended December 31, 2016. Goodwill is classified as Assets Held for Sale. (See Note 8.) |
Revenue Recognition | Revenue Recognition The Company began recognizing sales of CoSense during the year ended December 31, 2015. In addition, the Company began recognizing sales of NFI pulmonary resuscitation products after the acquisition of Neoforce’s assets in September 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 offers a limited one-year Revenues are reported as Discontinued Operations. (See Note 8.) |
Research and Development | Research and Development Research and development costs are charged to operations as incurred. Research and development costs consist primarily of salaries and benefits, consultant fees, prototype expenses, certain facility costs and other costs associated with clinical trials, net of reimbursed amounts. Costs to acquire technologies to be used in research and development that have not reached technological feasibility and have no alternative future use are expensed to research and development costs when incurred. Certain Research and Development expenses are reported as Discontinued Operations. (See Note 8.) |
Change in Fair Value of Contingent Consideration | Change in fair value of contingent consideration The Company recorded the value of contingent future consideration to be paid for the acquisition of Essentialis as a liability in March 2017 at the date of the acquisition. The increase in value of the liability for the contingent consideration of December 31, 2017, is recorded as operating expense in the consolidated statement of operations. |
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. 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. The loss from discontinued operations is reported net of the related effect for income taxes in the Statement of Operations. |
Convertible Preferred Stock and Other Hybrid Instruments | Convertible Preferred Stock and other Hybrid Instruments The Company’s convertible preferred stock was classified as permanent equity on its consolidated balance sheet in accordance with authoritative guidance for the classification and measurement of hybrid securities and distinguishing liability from equity instruments. The preferred stock is not redeemable at the option of the holder. Further, the Company evaluated its Series A and Series B Convertible Preferred Stock and determined that it is considered an equity host under ASC 815, Derivatives and Hedging |
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 net-cash net-share net-cash net-cash net-share |
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 non-employee. |
Recent Accounting Standards | Recent Accounting Standards 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 May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and some cost guidance included in ASC Subtopic 605-35, “Revenue Recognition—Construction-Type and Production-Type Contracts.” The core principle of ASU 2014-09 is that revenue is recognized when the transfer of control of goods or services to customers occurs in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ASU 2014-09 2015-14 In January 2017, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (ASU) 2017-04: “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” 2017-04”), In January 2017, the FASB issued ASU 2017 -01 “Business Combinations (Topic 805): Clarifying the Definition of a Business which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. Early application of the amendments in ASU 2017 -01 are allowed for transactions for which the acquisition date is before the effective date of the amendments, but only when the transactions have not been reported in the financial statements that have been issued. The Company early adopted ASU 2017 -01 for the acquisition of Essentialis, Inc. (see Note 9). In May 2017, the FASB issued ASU 2017-09: 2017-09 In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception, (ASU 2017-11). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently assessing the potential impact of adopting ASU 2017-11 on its consolidated financial statements and related disclosures. On December 22, 2017, the SEC staff also issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. Specifically, SAB 118 provides a measurement period for companies to evaluate the impacts of the 2017 Tax Act on their financial statements. This measurement period begins in the reporting period that includes the enactment date and ends when an entity has obtained, prepared, and analyzed the information that was needed in order to complete the accounting requirements, and cannot exceed one year. The re-measurement In February 2018, the FASB issued ASU amends ASC 220, Income Statement—Reporting Comprehensive Income 2017-09 |
Patents [Member] | |
Intangible Assets | Patent On May 11, 2010, we entered into an Asset Purchase Agreement with BioMedical Drug Development, Inc., or BDDI, pursuant to which BDDI agreed to sell certain technology to us and BDDI received and was entitled to receive, among other consideration, certain royalty payments related to the technology. In June 2015, the Company and BDDI amended the BDDI Asset Purchase Agreement, pursuant to which the Company committed to pay aggregate cash payments of $450,000 and issued 8,000 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 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. The BDDI patent is reported as an Intangible Asset and classified as Assets Held for Sale. (See Note 8.) In March 2017, the Company completed the acquisition of Essentialis, Inc., a Delaware corporation, or Essentialis in accordance with the Merger Agreement by and between Soleno Therapeutics and Essentialis dated December 22, 2016. The merger transaction has been accounted for as an asset acquisition under the acquisition method of accounting and accordingly, the value of asset acquired in the amount of $22.0 million was assigned to the identifiable intangible asset relating to the patent for DCCR, which patent expires in June 2028. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following at December 31, 2017. Amount Accumulated Amortization Net Amount Useful Lives (years) Patents and merger costs $ 22,002,623 $ (1,589,567 ) $ 20,413,056 11 Total $ 22,002,623 $ (1,589,567 ) $ 20,413,056 |
Schedule of Future Amortization Expense | Future amortization expense for intangible assets over their remaining useful lives is as follows. Year ending December 31 Patents and trademarks 2018 $ 1,944,101 2019 1,944,101 2020 1,944,101 2021 1,944,101 2022 1,944,101 2023 and thereafter 10,692,553 Total $ 20,413,056 |
Fair Value of Financial Instr25
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 Total Level 1 Level 2 Level 3 Assets Money market fund $ 16,790,456 $ 16,790,456 Liabilities Series A warrant liability $ 351,713 $ 351,713 — — Series C warrant liability 5,880 — — $ 5,880 2017 PIPE warrant liability 5,076,000 — — 5,076,000 Essentialis purchase price contingent liability 5,081,840 — — 5,081,840 Total common stock warrant and contingent consideration liability $ 10,515,433 $ 351,713 — $ 10,163,720 Fair Value Measurements at December 31, 2016 Total Level 1 Level 2 Level 3 Assets Money market fund $ 2,563,247 $ 2,563,247 — — Liabilities Series A warrant liability 194,048 194,048 — — Series C warrant liability 85,490 — — 85,490 Total common stock warrant liability $ 279,538 $ 194,048 — $ 85,490 |
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 C Warrant 2017 PIPE Warrants Purchase Price Contingent Liability Number of Warrants Liability Number of Warrants Liability Number of Liability Balance at January 1, 2017 485,121 $ 194,048 118,083 $ 85,490 — — Change in value of Series A Warrants — 157,665 — — — — Change in value of Series C Warrants — — — (79,610 ) — — Issuance in 2017 PIPE Warrants 6,024,425 $ 4,187,000 Change in value of 2017 PIPE Warrants — — — — — 889,000 Issuance of contingent liability on March 7, 2017 $ 2,589,648 Change in value of contingent liability 2,492,192 Balance at December 31, 2017 485,121 $ 351,713 118,083 $ 5,880 6,024,425 $ 5,076,000 $ 5,081,840 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following. December 31, 2017 December 31, 2016 Computer hardware $ 60,610 $ 56,527 Furniture and fixtures 23,074 23,074 Leasehold improvements 12,848 12,849 96,532 92,450 Less accumulated depreciation and amortization (73,647 ) (50,429 ) Total $ 22,885 $ 42,021 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Series C Warrant [Member] | |
Fair Value of Convertible Preferred Stock Warrant Liability | The Company used the following inputs. December 31, 2017 December 31, 2016 Volatility 90 % 90 % Expected Term (years) 2.17 3.17 Expected dividend yield — % — % Risk-free rate 1.57 % 1.51 % |
2017 PIPE Warrant Liability [Member] | |
Fair Value of Convertible Preferred Stock Warrant Liability | The following summarizes certain key assumptions used in estimating the fair values. December 31, 2017 December 15, Volatility 67 % 67 % Expected Term (years) 0.8 years 0.8 years Expected dividend yield — % — % Risk-free rate 1.76 % 1.71 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases of Lessee Disclosure | Minimum rental commitments under all noncancelable leases with an initial term in excess of one year as of December 31, 2017 were as follows. Year ending December 31 Operating Leases 2018 $ 629,923 2019 334,747 Total $ 964,670 |
Discontinued Operations and A29
Discontinued Operations and Assets Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Components of Discontinued Operations | The components of the Balance Sheet accounts presented as assets and liabilities held for sale follow. December 31, 2017 2016 Current assets Accounts receivable $ 50,193 $ 133,337 Inventory 420,312 660,391 Prepaid expenses and other current assets 45,868 — Current assets held for sale 516,373 793,728 Long-term assets Property & equipment, net 19,867 60,539 Goodwill — 718,003 Other intangible assets 446,521 817,465 Long-term assets held for sale 466,388 1,596,007 Current liabilities Accounts payable 50,860 123,379 Accrued compensation and other current liabilities 75,751 119,021 Total current liabilities for sale 126,611 246,400 Long-term liabilities Other long-term liabilities 225,392 81,000 Long-term liabilities held for sale $ 225,392 $ 81,000 The components of the Statement of Operations presented as Discontinued Operations follow. Year Ended December 31, 2017 2016 Product revenue $ 735,212 $ 1,450,788 Total revenue 735,212 1,450,788 Cost of product revenue 820,098 1,509,306 Gross profit loss (84,886 ) (58,518 ) Expenses Year Ended December 31, 2017 2016 Research and development 2,426,829 2,937,662 Sales and marketing 218,706 1,630,591 General and administrative 669,175 659,227 Total expenses 3,314,710 5,227,480 Operating loss (3,399,596 ) (5,285,998 ) Other income (expense) (8,000 ) (19,896 ) Loss on sale of assets (185,979 ) — Net loss from discontinued operations, net of tax effect of $21,700 in 2016 $ (3,593,575 ) $ (5,327,594 ) |
Acquisition of Essentialis In30
Acquisition of Essentialis Inc. (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Consideration | The aggregate purchase price consideration was as follows. Fair value of stock consideration $ 17,246,495 Fair value of contingent consideration 2,589,648 Total purchase price consideration $ 19,836,143 |
Fair Values of Assets Acquired | The fair value of the asset acquired is as follows. Patents $ 19,836,143 Net Assets Acquired $ 19,836,143 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Summary of Stock Based Compensation Expense | Stock compensation expense was allocated between departments as follows. Year ended December 31, 2017 December 31, 2016 Research & Development $ 93,237 $ 63,535 General & Administrative 786,794 675,697 Total $ 880,031 $ 739,232 |
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. Year Ended December 31, 2017 December 31, 2016 Expected life (years) 5.5-6.08 5.5-6.08 Risk-free interest rate 1.9%-2.2% 1.3%-1.7% Volatility 61%-69% 65%-73% Dividend rate — % — % |
Summary of Stock Option Transactions | The following table summarizes stock option transactions for the years ended December 31, 2017 and 2016 as issued under the Plans. Shares for Grant Number of Options Outstanding Weighted- Average Exercise Price per Share Weighted Average Remaining Contractual Term (in years) Balance at January 1, 2016 1,229 371,768 $ 24.10 8.75 Additional shares authorized 112,143 — — Amendment to plan to authorize additional shares 300,000 — — — Options granted (267,851 ) 267,851 $ 6.80 — Options exercised — (11,683 ) $ 6.00 — Options canceled/forfeited 46,249 (46,249 ) $ 15.45 — Balance at December 31, 2016 191,770 581,687 $ 17.10 8.48 Additional shares authorized 134,295 — — — Amendment to plan to authorize additional shares 1,785,837 — — — Options granted (622,755 ) 622,755 $ 3.04 Options exercised — — — — Options canceled/forfeited 177,455 (177,455 ) $ 8.84 — Balance at December 31, 2017 1,666,602 1,026,987 $ 9.99 — Options vested at December 31, 2017 554,763 $ 13.87 7.03 Options vested and expected to vest at December 31, 2017 1,026,987 $ 9.99 7.94 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax | The geographical distribution of loss before income taxes are summarized below. December 31, 2017 2016 United States $ (13,706,889 ) $ (6,501,997 ) Foreign (17,429 ) (235,623 ) Total $ 13,724,318 $ (6,737,620 ) Loss resulting from discontinued operations $ (3,593,575 ) $ (5,305,894 ) Taxes allocated to discontinued operations — $ 21,700 |
Summary of Provision for Income Tax Benefit | The components of the provision for income tax benefit follows. December 31, 2017 2016 Current: Federal $ — $ — State 800 — Foreign — — — — Deferred Federal (1,578,355 ) — State (72,912 ) — Foreign — — (1,651,267 ) — Total provision for income tax benefit $ (1,650,467 ) $ — |
Provision for Income Tax Benefit by Applying Statutory Federal Income Tax Rate to Operating Loss from Continuing Operations | The provision for income tax benefit differs from the amount estimated by applying the statutory federal income tax rate to the operating loss from continuing operations due to the following. December 31, 2017 2016 Tax on the loss before income tax expense computed at the federal statutory rate of 34% $ (4,666,395 ) $ (2,290,862 ) State tax (benefit) at statutory rate, net of federal benefit (67,321 ) (136,982 ) Tax reform 10,613,026 — Foreign rate differential 2,614 35,343 Change in Valuation Allowance (8,484,728 ) 2,355,170 Change in research and development credits (121,382 ) (129,974 ) Stock Based Compensation—ISO 294,913 274,506 Change in fair value of warrants 343,179 (619,067 ) Acquisition costs 203,197 — Loss on sale of NFI (677,132 ) — Other 909,562 511,866 Provision for income tax benefit $ (1,650,467 ) — |
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, 2017 and 2016. December 31, 2017 2016 Non-Current Reserves and accruals $ 144,876 $ 159,163 Assets held for sale 17,428 63,540 Net Operating Loss Carryforwards 25,485,703 30,291,080 Tax credit carryforwards 1,807,163 1,580,253 Capital loss carryover 459,201 Stock-based compensation—NSO 35,533 Gross non-current 27,949,904 32,094,036 Intangible Assets (4,414,340 ) (74,376 ) Fixed Assets (2,397 ) (1,764 ) Total non-current (4,416,737 ) (76,141 ) Total deferred tax assets 23,533,167 32,017,896 Valuation allowance (23,533,167 ) (32,017,895 ) Net deferred tax assets $ — $ — |
Summary of Gross Unrecognized Tax Benefits | The following tables summarize the activities of gross unrecognized tax benefits. December 31, 2017 2016 Beginning balance $ 794,962 $ 691,697 Decreases related to prior year tax positions (4,459 ) 35,804 Increase related to current year tax positions 63,002 67,461 Ending Balance $ 853,504 $ 794,962 |
Net loss per share (Tables)
Net loss per share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
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 December 31, 2017 2016 Convertible preferred stock 914,200 2,556,000 Warrants issued to 2010/2012 convertible note holders to purchase common stock 102,070 102,070 Options to purchase common stock 1,026,987 581,686 Warrants issued in 2009 to purchase common stock 1,851 1,851 Warrants issued to underwriter to purchase common stock 16,500 16,500 Series A warrants to purchase common stock 485,121 485,121 Series C warrants to purchase common stock 118,083 118,083 Series D warrants to purchase common stock 586,182 586,162 2017 PIPE warrants 6,024,425 — Total 9,275,419 4,447,473 |
Description of Business - Addit
Description of Business - Additional Information (Detail) | Oct. 06, 2017 | Jul. 18, 2017USD ($) | Sep. 08, 2015USD ($) | Dec. 31, 2017USD ($) |
Class of Stock [Line Items] | ||||
Business acquisition upfront cash payment | $ 1,090,000 | |||
NeoForce Holdings Inc. [Member] | ||||
Class of Stock [Line Items] | ||||
Proceeds from the sale of business | $ 720,000 | |||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Reverse stock split | 0.2 | |||
NeoForce, Inc [Member] | NeoForce Group, Inc. [Member] | ||||
Class of Stock [Line Items] | ||||
Business acquisition upfront cash payment | $ 1,000,000 |
Going Concern and Management'35
Going Concern and Management's Plans - Additional Information (Detail) | Dec. 11, 2017USD ($)$ / sharesshares | Jan. 27, 2017USD ($)shares | Dec. 22, 2016USD ($) | Sep. 29, 2016USD ($) | Jul. 05, 2016USD ($) | Jun. 29, 2016USD ($)$ / sharesshares | Jan. 08, 2016USD ($) | Oct. 15, 2015USD ($) | Oct. 12, 2015USD ($)Closings | Dec. 31, 2017USD ($)Closingsshares | Dec. 31, 2016USD ($)Closingsshares |
Liquidity And Managements Plans [Line Items] | |||||||||||
Net loss | $ (15,667,425) | $ (12,065,214) | |||||||||
Accumulated deficit | (113,979,312) | (98,311,887) | |||||||||
Positive (deficit) in working capital | 16,300,000 | ||||||||||
Net cash used in operating activities | (9,949,958) | (13,497,980) | |||||||||
Essentialis, Inc. [Member] | |||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||
Amount of financing needed | $ 8,000,000 | ||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||
Net proceeds from issuance of Series A Convertible Preferred | 0 | 5,070,339 | |||||||||
Expenses related stock issuance | $ 0 | $ 71,493 | |||||||||
Common stock on an as-converted basis (shares) | shares | 2,220 | ||||||||||
Repurchase of Series A Convertible Preferred shares (shares) | shares | 7,780 | 7,780 | 7,780 | ||||||||
Series A Convertible Preferred Stock [Member] | Sabby Management, LLC [Member] | |||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||
Maximum commitment under stock purchase agreement | $ 10,000,000 | ||||||||||
Number of closings | Closings | 2 | ||||||||||
Net proceeds from issuance of Series A Convertible Preferred | $ 5,000,000 | $ 4,100,000 | |||||||||
Expenses related stock issuance | $ 500,000 | $ 400,000 | |||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||
Net proceeds from issuance of Series A Convertible Preferred | $ 0 | $ 13,479,185 | |||||||||
Common stock on an as-converted basis (shares) | shares | 8,209 | 1,000 | |||||||||
Common Stock [Member] | Sabby Management, LLC [Member] | |||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||
Ownership interest (percent) | 4.99% | ||||||||||
Equity Unit Purchase Agreements [Member] | |||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||
Number of newly issued | shares | 8,141,116 | ||||||||||
Price per unit | $ / shares | $ 1.84 | ||||||||||
Gross Proceeds from issuance of units | $ 15,000,000 | ||||||||||
Aspire Capital Fund, LLC [Member] | |||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||
Maximum commitment under stock purchase agreement | $ 17,000,000 | ||||||||||
Purchase agreement term | 30 months | ||||||||||
Number of newly issued | shares | 141,666 | ||||||||||
Common Stock [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||
Number of newly issued | shares | 240,000 | ||||||||||
Common Stock [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||
Number of newly issued | shares | 1,641,800 | 200,000 | |||||||||
Common Stock [Member] | Equity Unit Purchase Agreements [Member] | |||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||
Warrant to call common stock | shares | 0.74 | ||||||||||
Warrant exercise price | $ / shares | $ 2 | ||||||||||
Warrants, to purchase shares of common stock | shares | 6,024,425 | ||||||||||
2016 Sabby Purchase Agreement [Member] | Sabby Management, LLC [Member] | |||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||
Aggregate amount of shares repurchased | $ 7,780,000 | ||||||||||
Common stock on an as-converted basis (shares) | shares | 841,081 | ||||||||||
2016 Sabby Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member] | Sabby Management, LLC [Member] | |||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||
Net proceeds from issuance of Series A Convertible Preferred | $ 5,600,000 | ||||||||||
Repurchase of Series A Convertible Preferred shares (shares) | shares | 7,780 | ||||||||||
2016 Sabby Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | Sabby Management, LLC [Member] | |||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||
Number of closings | Closings | 2 | 2 | |||||||||
Net proceeds from issuance of Series A Convertible Preferred | $ 4,400,000 | $ 1,300,000 | |||||||||
Expenses related stock issuance | $ 300,000 | $ 100,000 | |||||||||
2016 Sabby Purchase Agreement [Member] | Common Stock [Member] | Sabby Management, LLC [Member] | |||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||
Ownership interest (percent) | 4.99% | ||||||||||
2016 Sabby Purchase Agreement [Member] | Private Placement [Member] | Sabby Management, LLC [Member] | |||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 5 | ||||||||||
2016 Sabby Purchase Agreement [Member] | Private Placement [Member] | Series B Convertible Preferred Stock [Member] | Sabby Management, LLC [Member] | |||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||
Maximum commitment under stock purchase agreement | $ 13,780,000 | ||||||||||
Number of shares issued in transaction | shares | 13,780 | ||||||||||
2016 Sabby Purchase Agreement [Member] | Private Placement [Member] | Common Stock [Member] | Sabby Management, LLC [Member] | |||||||||||
Liquidity And Managements Plans [Line Items] | |||||||||||
Number of shares issued upon conversion | shares | 2,756,000 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Additional Information (Detail) | May 11, 2010USD ($)shares | Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($)Bank |
Schedule Of Significant Accounting Policies [Line Items] | |||
Number of commercial banks | Bank | 2 | ||
Number of operating segments | Segment | 1 | ||
Raw materials | $ 213,000 | $ 382,000 | |
Work-in-process | 30,000 | 101,000 | |
Finished goods | $ 177,000 | 177,000 | |
Aggregate cash payments | $ 450,000 | ||
Shares issued during period | shares | 8,000 | ||
Estimated useful life | 11 years | ||
Amortization | $ 1,661,734 | 99,343 | |
Amortization expense of discontinued operations | 72,167 | 99,343 | |
Goodwill impairment loss | $ 0 | ||
Deferred tax assets and liabilities | 10,600,000 | ||
Assets Held for Sale [Member] | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Intangible assets classified as assets held for sale | 447,000 | ||
Essentialis, Inc. [Member] | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Net intangible assets acquired | $ 22,000,000 | ||
Minimum [Member] | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of property and equipment | 3 years | ||
Maximum [Member] | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of property and equipment | 5 years |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Intangible Assets (Detail) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 22,002,623 |
Accumulated Amortization | (1,589,567) |
Total | $ 20,413,056 |
Useful life | 11 years |
Patents and Merger Costs [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 22,002,623 |
Accumulated Amortization | (1,589,567) |
Total | $ 20,413,056 |
Useful life | 11 years |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Future Amortization Expense (Detail) | Dec. 31, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Total | $ 20,413,056 |
Patents And Trademark [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2,018 | 1,944,101 |
2,019 | 1,944,101 |
2,020 | 1,944,101 |
2,021 | 1,944,101 |
2,022 | 1,944,101 |
2023 and thereafter | 10,692,553 |
Total | $ 20,413,056 |
Fair Value of Financial Instr39
Fair Value of Financial Instruments - Summary of Financial Instruments Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Series A Warrant Liability [Member] | ||
Liabilities | ||
Warrant contingent consideration liability | $ 351,713 | $ 194,048 |
Series C Warrant [Member] | ||
Liabilities | ||
Warrant contingent consideration liability | 5,880 | 85,490 |
2017 PIPE Warrant Liability [Member] | ||
Liabilities | ||
Warrant contingent consideration liability | 5,076,000 | |
Convertible preferred stock warrant liability [Member] | Series A Warrant Liability [Member] | ||
Liabilities | ||
Warrant contingent consideration liability | 352,000 | |
Fair Value, Measurements, Recurring [Member] | ||
Liabilities | ||
Warrant contingent consideration liability | 10,515,433 | |
Fair Value, Measurements, Recurring [Member] | Convertible preferred stock warrant liability [Member] | ||
Liabilities | ||
Warrant contingent consideration liability | 279,538 | |
Fair Value, Measurements, Recurring [Member] | Convertible preferred stock warrant liability [Member] | Series A Warrant Liability [Member] | ||
Liabilities | ||
Warrant contingent consideration liability | 351,713 | 194,048 |
Fair Value, Measurements, Recurring [Member] | Convertible preferred stock warrant liability [Member] | Series C Warrant [Member] | ||
Liabilities | ||
Warrant contingent consideration liability | 5,880 | 85,490 |
Fair Value, Measurements, Recurring [Member] | Convertible preferred stock warrant liability [Member] | 2017 PIPE Warrant Liability [Member] | ||
Liabilities | ||
Warrant contingent consideration liability | 5,076,000 | |
Fair Value, Measurements, Recurring [Member] | Essentialis, Inc. [Member] | ||
Liabilities | ||
Warrant contingent consideration liability | 5,081,840 | |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Liabilities | ||
Warrant contingent consideration liability | 351,713 | |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Convertible preferred stock warrant liability [Member] | ||
Liabilities | ||
Warrant contingent consideration liability | 194,048 | |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Convertible preferred stock warrant liability [Member] | Series A Warrant Liability [Member] | ||
Liabilities | ||
Warrant contingent consideration liability | 351,713 | 194,048 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Liabilities | ||
Warrant contingent consideration liability | 10,163,720 | |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Convertible preferred stock warrant liability [Member] | ||
Liabilities | ||
Warrant contingent consideration liability | 85,490 | |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Convertible preferred stock warrant liability [Member] | Series C Warrant [Member] | ||
Liabilities | ||
Warrant contingent consideration liability | 5,880 | 85,490 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Convertible preferred stock warrant liability [Member] | 2017 PIPE Warrant Liability [Member] | ||
Liabilities | ||
Warrant contingent consideration liability | 5,076,000 | |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Essentialis, Inc. [Member] | ||
Liabilities | ||
Warrant contingent consideration liability | 5,081,840 | |
Money market fund [Member] | Fair Value, Measurements, Recurring [Member] | ||
Assets | ||
Cash and cash equivalents | 16,790,456 | 2,563,247 |
Money market fund [Member] | Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | $ 16,790,456 | $ 2,563,247 |
Fair Value of Financial Instr40
Fair Value of Financial Instruments - Additional Information (Detail) | Jan. 13, 2016 |
Redwood City, California [Member] | Level 3 [Member] | Sublease of Excess Space [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value inputs, discount rate | 20.00% |
Fair Value of Financial Instr41
Fair Value of Financial Instruments - Summary of Changes in Fair Value of Level 1 and Level 3 Financial Instruments (Detail) | 12 Months Ended |
Dec. 31, 2017USD ($)shares | |
Series A Warrant Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at the beginning of period, in shares | shares | 485,121 |
Series A Warrant Liability [Member] | Common stock warrant liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at the beginning of period | $ 194,048 |
Balance at the beginning of period, in shares | shares | 485,121 |
Change in value of Warrant | $ 157,665 |
Change in value of Warrant | $ 157,665 |
Balance at the end of period, in shares | shares | 485,121 |
Change in value of Warrant | $ 157,665 |
Change in value of Warrant | 157,665 |
Balance at end of period | 351,713 |
Series C Warrant [Member] | Common stock warrant liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at the beginning of period | $ 85,490 |
Balance at the beginning of period, in shares | shares | 118,083 |
Change in value of Warrant | $ (79,610) |
Change in value of Warrant | $ (79,610) |
Balance at the end of period, in shares | shares | 118,083 |
Change in value of Warrant | $ (79,610) |
Change in value of Warrant | (79,610) |
Balance at end of period | 5,880 |
2017 PIPE Warrant Liability [Member] | Common stock warrant liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Change in value of Warrant | $ 889,000 |
Issuance in 2017 PIPE Warrants | shares | 6,024,425 |
Change in value of Warrant | $ 889,000 |
Balance at the end of period, in shares | shares | 6,024,425 |
Issuance in 2017 PIPE Warrants | $ 4,187,000 |
Change in value of Warrant | 889,000 |
Issuance in 2017 PIPE Warrants | 4,187,000 |
Change in value of Warrant | 889,000 |
Balance at end of period | 5,076,000 |
Purchase price contingent liability [Member] | Common stock warrant liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Change in value of Warrant | 2,492,192 |
Change in value of Warrant | 2,492,192 |
Issuance in 2017 PIPE Warrants | 2,589,648 |
Change in value of Warrant | 2,492,192 |
Issuance in 2017 PIPE Warrants | 2,589,648 |
Change in value of Warrant | 2,492,192 |
Balance at end of period | $ 5,081,840 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 96,532 | $ 92,450 |
Less accumulated depreciation and amortization | (73,647) | (50,429) |
Property and equipment, net | 22,885 | 42,021 |
Computer Hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 60,610 | 56,527 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 23,074 | 23,074 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 12,848 | $ 12,849 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 43,716 | $ 33,328 |
Depreciation expense, discontinued operations | $ 22,012 | $ 13,628 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) - USD ($) | Mar. 05, 2015 | Jul. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 15, 2017 | Apr. 30, 2015 |
Class of Warrant or Right [Line Items] | ||||||
Aggregate VWAP (percent) | 1.00% | |||||
(Increase) decrease in the fair value of warrants liabilities | $ 967,055 | $ (1,667,117) | ||||
Proceeds from issuance of common stock under tender offer | $ 10,000,000 | 0 | ||||
Series A Warrants to Purchase Shares of Common Stock [Member] | IPO [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of common stock purchased upon issuance of warrants | 489,921 | |||||
Exercise price of warrants exercised | $ 32.50 | |||||
Warrants term | 5 years | |||||
Series C Warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of common stock purchased upon issuance of warrants | 118,083 | |||||
Exercise price of warrants exercised | $ 31.25 | $ 31.25 | ||||
Warrant liability | $ 5,880 | $ 85,490 | ||||
(Increase) decrease in the fair value of warrants liabilities | $ 79,610 | |||||
Proceeds from issuance of common stock under tender offer | $ 5,882 | |||||
Series C Warrant [Member] | Common Stock [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Issuance of shares upon cashless exercise warrants (in shares) | 181 | |||||
Series A Warrant Liability [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants exercised (in shares) | 4,800 | |||||
Warrants outstanding (in shares) | 485,121 | |||||
Warrant liability | $ 351,713 | $ 194,048 | ||||
(Increase) decrease in the fair value of warrants liabilities | (158,000) | |||||
Series A Warrant Liability [Member] | Convertible preferred stock warrant liability [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant liability | $ 352,000 | |||||
Series B Warrant Liability [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrants exercised | $ 32.50 | |||||
Warrants exercised (in shares) | 117,902 | |||||
De-recognition of warrant liability | $ 6,700,000 | |||||
Proceeds from exercise of warrants | $ 3,800,000 | |||||
2017 PIPE Warrant Liability to Purchase Common Stock [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrants exercised | $ 2 | |||||
Warrant issuance description | The 2017 PIPE Warrants were issued on December 15, 2017 in to the 2017 PIPE Offering, pursuant to a Warrant Agreement with each of the investors in the 2017 PIPE Offering, and entitle the holder to purchase one share of the Company’s common stock at an exercise price equal to $2.00 per share, subject to adjustment as discussed below, at any time commencing upon issuance of the 2017 PIPE Warrants and terminating at the earlier of December 15, 2020 or 30 days following positive Phase III results for Diazoxide Choline Controlled-Release (DCCR) tablet in Prader-Willi syndrome (PWS). | |||||
2017 PIPE Warrant Liability to Purchase Common Stock [Member] | Minimum [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrants exercised | $ 1.72 | |||||
2017 PIPE Warrant Liability [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant liability | $ 5,076,000 | |||||
(Increase) decrease in the fair value of warrants liabilities | 889,000 | |||||
Fair value of estimated warrants | $ 5,076,000 | $ 4,187,000 | ||||
Scenario, Previously Reported [Member] | Series C Warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants cashless exercised (in shares) | 181 |
Warrant Liabilities - Fair Valu
Warrant Liabilities - Fair Value of Convertible Preferred Stock Warrant Liability (Detail) | Dec. 15, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Series C Warrant [Member] | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Volatility | 90.00% | 90.00% | |
Expected Term | 2 years 2 months 1 day | 3 years 2 months 1 day | |
Expected dividend yield | 0.00% | 0.00% | |
Risk-free rate | 1.57% | 1.51% | |
2017 PIPE Warrant Liability [Member] | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Volatility | 67.00% | 67.00% | |
Expected Term | 9 months 18 days | 9 months 18 days | |
Expected dividend yield | 0.00% | 0.00% | |
Risk-free rate | 1.71% | 1.76% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Feb. 28, 2017USD ($) | Mar. 01, 2016ft² | Jul. 01, 2015USD ($)ft² | Feb. 28, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Loss Contingencies [Line Items] | ||||||
Non-cancelable operating lease agreement term | 4 years | |||||
Area of real estate property (in sqft) | ft² | 8,171 | |||||
Future minimum commitment under non-cancelable operating lease | $ 23,300 | $ 22,000 | $ 964,670 | |||
Period of increases to monthly payments | 3 years | 2 years | ||||
Additional area of office space for headquarters facility | ft² | 5,265 | |||||
Rent expense | $ 514,000 | $ 595,000 | ||||
Settled Litigation [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Payment to dismiss lawsuit | $ 175,000 |
Commitments and Contingencies47
Commitments and Contingencies - Minimum Rental Payments (Detail) - USD ($) | Dec. 31, 2017 | Jul. 01, 2015 | Feb. 28, 2015 |
Commitments and Contingencies Disclosure [Abstract] | |||
2,018 | $ 629,923 | ||
2,019 | 334,747 | ||
Total | $ 964,670 | $ 23,300 | $ 22,000 |
Discontinued Operations and A48
Discontinued Operations and Assets Held for Sale - Balance Sheet Components of Discontinued Operations (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Current assets held for sale | $ 793,728 | |
Long-term assets | ||
Long-term assets held for sale | 1,596,007 | |
Current liabilities | ||
Total current liabilities for sale | $ 126,611 | 246,400 |
Long-term liabilities | ||
Long-term liabilities held for sale | 225,392 | 81,000 |
CoSense and NFI [Member] | Discontinued Operations, Held-for-sale [Member] | ||
Current assets | ||
Accounts receivable | 50,193 | 133,337 |
Inventory | 420,312 | 660,391 |
Prepaid expenses and other current assets | 45,868 | |
Current assets held for sale | 516,373 | 793,728 |
Long-term assets | ||
Property & equipment, net | 19,867 | 60,539 |
Goodwill | 718,003 | |
Other intangible assets | 446,521 | 817,465 |
Long-term assets held for sale | 466,388 | 1,596,007 |
Current liabilities | ||
Accounts payable | 50,860 | 123,379 |
Accrued compensation and other current liabilities | 75,751 | 119,021 |
Total current liabilities for sale | 126,611 | 246,400 |
Long-term liabilities | ||
Other long-term liabilities | 225,392 | 81,000 |
Long-term liabilities held for sale | $ 225,392 | $ 81,000 |
Discontinued Operations and A49
Discontinued Operations and Assets Held for Sale - Components of Income of Discontinued Operations (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Expenses | ||
Loss on sale of assets | $ (185,979) | $ 0 |
Loss from discontinued operations | (3,593,575) | (5,327,594) |
CoSense and NFI [Member] | Discontinued Operations, Held-for-sale [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Product revenue | 735,212 | 1,450,788 |
Total revenue | 735,212 | 1,450,788 |
Cost of product revenue | 820,098 | 1,509,306 |
Gross profit loss | (84,886) | (58,518) |
Expenses | ||
Research and development | 2,426,829 | 2,937,662 |
Sales and marketing | 218,706 | 1,630,591 |
General and administrative | 669,175 | 659,227 |
Total expenses | 3,314,710 | 5,227,480 |
Operating loss | (3,399,596) | (5,285,998) |
Other income (expense) | (8,000) | (19,896) |
Loss on sale of assets | (185,979) | |
Loss from discontinued operations | $ (3,593,575) | $ (5,327,594) |
Discontinued Operations and A50
Discontinued Operations and Assets Held for Sale - Components of Income of Discontinued Operations (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Net loss from discontinued operations, net of tax effect | $ 21,700 |
Discontinued Operations, Held-for-sale [Member] | CoSense and NFI [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Net loss from discontinued operations, net of tax effect | $ 21,700 |
Discontinued Operations and A51
Discontinued Operations and Assets Held for Sale - Additional Information (Detail) - USD ($) | Jul. 18, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Stock-based compensation expense, discontinued operation | $ 1,000,251 | $ 871,270 | |
OAHL [Member] | Capnia, Inc. [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of shares acquired | 0 | ||
OAHL [Member] | Capnia, Inc. [Member] | Corporate Joint Venture [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Investment | $ 2.2 | ||
Discontinued Operations, Held-for-sale [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Stock-based compensation expense, discontinued operation | $ 120,220 | $ 132,038 | |
NeoForce Holdings Inc. [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from the sale of business | $ 720,000 |
Acquisition of Essentialis Inc
Acquisition of Essentialis Inc - Additional Information (Detail) - USD ($) | Mar. 07, 2017 | Dec. 31, 2017 | May 07, 2017 |
Business Acquisition [Line Items] | |||
Fair value of stock consideration | $ 4,220,000 | ||
Fair value of cash consideration | 1,090,000 | ||
Total purchase price consideration | 5,310,000 | ||
Increase (decrease) in valuation allowance | 8,484,728 | ||
Share price (in usd per share) | $ 3.85 | ||
First commercial sales milestone | 100,000,000 | ||
Second commercial sales milestone | 200,000,000 | ||
Contingent liability payment on achievement of sales milestone | $ 2,590,000 | 5,082,000 | |
Changes Measurement [Member] | |||
Business Acquisition [Line Items] | |||
Fair value of stock consideration | 2,680,000 | ||
Fair value of cash consideration | 2,590,000 | ||
Total purchase price consideration | 5,270,000 | ||
Essentialis, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Shares issued in acquisition (in shares) | 3,783,388 | ||
Fair value of stock consideration | $ 17,246,495 | ||
Total purchase price consideration | 19,836,143 | ||
Value of deferred tax liability assumed | 1,651,000 | 1,651,000 | |
Increase (decrease) in valuation allowance | (1,651,000) | ||
Tax liability recorded | 1,600,000 | ||
Essentialis, Inc. [Member] | Patents [Member] | |||
Business Acquisition [Line Items] | |||
Capitalized costs | 573,000 | ||
Legal fees | 469,000 | ||
Printing fees | 75,000 | ||
Accounting and other fees | 29,000 | ||
Total intangible asset | $ 22,000,000 | ||
Essentialis, Inc. [Member] | Indemnification Claims [Member] | |||
Business Acquisition [Line Items] | |||
Shares issued in acquisition (in shares) | 182,675 | ||
Essentialis, Inc. [Member] | Development Milestone [Member] | |||
Business Acquisition [Line Items] | |||
Shares issued in acquisition (in shares) | 913,389 | ||
Probability of development success rate (percent) | 56.00% | ||
Revenue milestone in 2023 | 100,000,000 | ||
Revenue milestone in 2025 | $ 200,000,000 | ||
Essentialis, Inc. [Member] | Earnout Payments [Member] | |||
Business Acquisition [Line Items] | |||
Contingent consideration | $ 30,000,000 | $ 30,000,000 | |
Essentialis, Inc. [Member] | Revenue Milestone One [Member] | |||
Business Acquisition [Line Items] | |||
Fair value inputs, discount rate (percent) | 30.00% | ||
Essentialis, Inc. [Member] | Revenue Milestone Two [Member] | |||
Business Acquisition [Line Items] | |||
Fair value inputs, discount rate (percent) | 21.00% |
Acquisition of Essentialis In53
Acquisition of Essentialis Inc - Purchase Price Consideration (Detail) - USD ($) | Mar. 07, 2017 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||
Fair value of stock consideration | $ 4,220,000 | |
Fair value of contingent consideration | 5,081,840 | |
Total purchase price consideration | $ 5,310,000 | |
Essentialis, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of stock consideration | $ 17,246,495 | |
Fair value of contingent consideration | 2,589,648 | |
Total purchase price consideration | 19,836,143 | |
Net Assets Acquired | 19,836,143 | |
Essentialis, Inc. [Member] | Patents [Member] | ||
Business Acquisition [Line Items] | ||
Patents | $ 19,836,143 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | Dec. 11, 2017USD ($)$ / sharesshares | Mar. 07, 2017USD ($)shares | Jan. 27, 2017USD ($)shares | Dec. 22, 2016USD ($) | Sep. 29, 2016USD ($) | Jul. 05, 2016USD ($) | Jun. 29, 2016USD ($)$ / sharesshares | Jan. 08, 2016USD ($) | Oct. 15, 2015USD ($) | Oct. 12, 2015USD ($)Closings | Jun. 30, 2016USD ($)shares | Oct. 31, 2015$ / sharesshares | Jun. 30, 2016shares | Mar. 31, 2016shares | Dec. 31, 2017USD ($)Closings$ / sharesshares | Dec. 31, 2016USD ($)Closings$ / sharesshares | May 07, 2017USD ($) | Jul. 31, 2016shares | Jun. 28, 2016$ / shares | Dec. 31, 2015shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||
Preferred stock redemption discount | $ | $ 3,400,000 | |||||||||||||||||||
Loss on extinguishment of convertible preferred stock | $ | $ 0 | (3,651,172) | ||||||||||||||||||
Proceeds from issuance of common stock | $ | 10,000,000 | 0 | ||||||||||||||||||
Stock-based compensation expense | $ | 1,000,251 | $ 871,270 | ||||||||||||||||||
Weighted average grant date fair value per option granted (in dollars per share) | $ / shares | $ 4.05 | |||||||||||||||||||
Future stock-based compensation for unvested employee options granted and outstanding | $ | 1.2 | |||||||||||||||||||
Stock options outstanding, intrinsic value | $ | $ 0 | |||||||||||||||||||
Liquidated damages amount percent of VWAP (percent) | 1.00% | |||||||||||||||||||
Discontinued Operations, Held-for-sale [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Stock-based compensation expense | $ | $ 120,220 | $ 132,038 | ||||||||||||||||||
Essentialis, Inc. [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Amount of financing needed | $ | $ 8,000,000 | |||||||||||||||||||
Common stock shares issued in acquisition (shares) | 3,783,388 | |||||||||||||||||||
Shares reserved for indemnification claims (shares) | 182,676 | |||||||||||||||||||
Indemnification claims period | 1 year | |||||||||||||||||||
Contingent consideration potential additional shares issuable if milestones are reached (shares) | 913,389 | |||||||||||||||||||
Maximum total common stock issuable in acquisition (in shares) | 4,879,453 | |||||||||||||||||||
Earnout Payments [Member] | Essentialis, Inc. [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Maximum potential cash earnout payments | $ | $ 30,000,000 | $ 30,000,000 | ||||||||||||||||||
Aspire Capital Fund, LLC [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Maximum commitment under stock purchase agreement | $ | $ 17,000,000 | |||||||||||||||||||
Purchase agreement term | 30 months | |||||||||||||||||||
Proceeds from issuance of common stock | $ | $ 2,000,000 | |||||||||||||||||||
Number of newly issued | 141,666 | |||||||||||||||||||
Equity Unit Purchase Agreements [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Number of newly issued | 8,141,116 | |||||||||||||||||||
Price per unit | $ / shares | $ 1.84 | |||||||||||||||||||
Gross Proceeds from issuance of units | $ | $ 15,000,000 | |||||||||||||||||||
Warrants Issued in 2009 to Purchase Common Stock [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 108 | |||||||||||||||||||
Warrants outstanding (in shares) | 1,851 | |||||||||||||||||||
Warrants term | 10 years | |||||||||||||||||||
Common Stock [Member] | Equity Unit Purchase Agreements [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2 | |||||||||||||||||||
Warrant to call common stock | 0.74 | |||||||||||||||||||
Warrants, to purchase shares of common stock | 6,024,425 | |||||||||||||||||||
Series D Warrants [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 8.75 | $ 12.30 | $ 12.30 | |||||||||||||||||
Modification of the exercise price | $ | $ 203,000 | |||||||||||||||||||
Warrants outstanding (in shares) | 256,064 | |||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||
Liquidated damages amount percent of VWAP (percent) | 1.00% | |||||||||||||||||||
Warrants to Purchase Stock [Member] | 2010 and 2012 Convertible Promissory Notes [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 24.35 | $ 24.35 | ||||||||||||||||||
Warrants outstanding (in shares) | 96,029 | 96,029 | ||||||||||||||||||
Warrants term | 10 years | 10 years | ||||||||||||||||||
Underwriter [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 35.70 | |||||||||||||||||||
Warrants outstanding (in shares) | 16,500 | |||||||||||||||||||
Warrants term | 10 years | |||||||||||||||||||
Employee Stock Purchase Plan [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Number of shares available for grant | 27,967 | |||||||||||||||||||
Percentage of outstanding stock maximum | 1.00% | |||||||||||||||||||
Number of additional shares authorized | 55,936 | |||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Ownership interest of voting rights of all classes of stock (percent) | 10.00% | |||||||||||||||||||
NSO [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Percentage of fair market value | 85.00% | |||||||||||||||||||
Stock-based compensation expense | $ | $ 13,502 | |||||||||||||||||||
NSO grants in period (in shares) | 11,000 | |||||||||||||||||||
NSO's vested (in shares) | 5,499 | |||||||||||||||||||
Fair Value of NSO's vested | $ | $ 26,355 | |||||||||||||||||||
Stock Options [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Vesting period | 4 years | |||||||||||||||||||
Income tax benefits recognized from stock-based compensation | $ | $ 0 | $ 0 | ||||||||||||||||||
Number of options granted | 622,755 | 267,851 | ||||||||||||||||||
Future stock-based compensation, requisite service period | 2 years 7 months 6 days | |||||||||||||||||||
Number of shares available for grant | 191,770 | 1,229 | ||||||||||||||||||
Number of additional shares authorized | 134,295 | 112,143 | ||||||||||||||||||
Stock Options [Member] | Minimum [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Percentage of fair market value | 110.00% | |||||||||||||||||||
Stock Options [Member] | Maximum [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Contractual term of option | 10 years | |||||||||||||||||||
ISOs [Member] | Maximum [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Contractual term of option | 5 years | |||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Number of shares converted | 555 | 1,665 | ||||||||||||||||||
Repurchase of Series A Convertible Preferred shares (shares) | 7,780 | 7,780 | 7,780 | |||||||||||||||||
Common stock on an as-converted basis (shares) | 2,220 | |||||||||||||||||||
Net proceeds from issuance of Series A Convertible Preferred | $ | $ 0 | $ 5,070,339 | ||||||||||||||||||
Expenses related stock issuance | $ | $ 0 | $ 71,493 | ||||||||||||||||||
Series A Convertible Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Number of newly issued | 240,000 | |||||||||||||||||||
Series A Convertible Preferred Stock [Member] | Sabby Management, LLC [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Net proceeds from issuance of Series A Convertible Preferred | $ | $ 5,000,000 | $ 4,100,000 | ||||||||||||||||||
Expenses related stock issuance | $ | $ 500,000 | $ 400,000 | ||||||||||||||||||
Number of closings | Closings | 2 | |||||||||||||||||||
Maximum commitment under stock purchase agreement | $ | $ 10,000,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Number of shares issued upon conversion | 60,000 | 180,000 | 200,000 | 1,641,800 | ||||||||||||||||
Common Stock [Member] | Sabby Management, LLC [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Ownership interest (percent) | 4.99% | |||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||
Preferred stock shares issued | 13,780 | 13,780 | ||||||||||||||||||
Convertible preferred stock, stated value (in dollars per share) | $ / shares | $ 1,000 | |||||||||||||||||||
Number of shares converted | 1,000 | 8,209 | ||||||||||||||||||
Common stock on an as-converted basis (shares) | 8,209 | 1,000 | ||||||||||||||||||
Net proceeds from issuance of Series A Convertible Preferred | $ | $ 0 | $ 13,479,185 | ||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Number of newly issued | 1,641,800 | 200,000 | ||||||||||||||||||
2015 Sabby Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||
Preferred stock shares issued | 10,000 | |||||||||||||||||||
Convertible preferred stock, stated value (in dollars per share) | $ / shares | $ 1,000 | |||||||||||||||||||
2016 Sabby Purchase Agreement [Member] | Sabby Management, LLC [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Aggregate amount of shares repurchased | $ | $ 7,780,000 | |||||||||||||||||||
Common stock on an as-converted basis (shares) | 841,081 | |||||||||||||||||||
2016 Sabby Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member] | Sabby Management, LLC [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Repurchase of Series A Convertible Preferred shares (shares) | 7,780 | |||||||||||||||||||
Net proceeds from issuance of Series A Convertible Preferred | $ | $ 5,600,000 | |||||||||||||||||||
2016 Sabby Purchase Agreement [Member] | Common Stock [Member] | Sabby Management, LLC [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Ownership interest (percent) | 4.99% | |||||||||||||||||||
2016 Sabby Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | Sabby Management, LLC [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Net proceeds from issuance of Series A Convertible Preferred | $ | $ 4,400,000 | $ 1,300,000 | ||||||||||||||||||
Expenses related stock issuance | $ | $ 300,000 | $ 100,000 | ||||||||||||||||||
Number of closings | Closings | 2 | 2 | ||||||||||||||||||
Scenario, Previously Reported [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Weighted average grant date fair value per option granted (in dollars per share) | $ / shares | $ 1.88 | |||||||||||||||||||
Scenario, Previously Reported [Member] | Stock Options [Member] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Number of shares available for grant | 1,666,602 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Based Compensation Expense (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock compensation expense | $ 1,000,251 | $ 871,270 |
Continuing Operations [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock compensation expense | 880,031 | 739,232 |
Research & Development [Member] | Continuing Operations [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock compensation expense | 93,237 | 63,535 |
General & Administrative [Member] | Continuing Operations [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock compensation expense | $ 786,794 | $ 675,697 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Fair Value of Award Granted Using Black-Scholes Option Pricing Model (Detail) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend rate | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 5 years 6 months | 5 years 6 months |
Risk-free interest rate | 1.90% | 1.30% |
Volatility | 61.00% | 65.00% |
Dividend rate | 0.00% | 0.00% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 6 years 29 days | 6 years 29 days |
Risk-free interest rate | 2.20% | 1.70% |
Volatility | 69.00% | 73.00% |
Dividend rate | 0.00% | 0.00% |
Stockholders' Equity - Summar57
Stockholders' Equity - Summary of Stock Option Transactions (Detail) - Stock Options [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Shares Available for Grant | |||
Options Available, Beginning balance | 191,770 | 1,229 | |
Options Available, Additional shares authorized | 134,295 | 112,143 | |
Options Available, Amendment to plan to authorize additional shares | 1,785,837 | 300,000 | |
Options Available, Granted | (622,755) | (267,851) | |
Options Available, Exercised | 0 | ||
Options Available, Canceled/Forfeited | 177,455 | 46,249 | |
Options Available, Ending balance | 191,770 | 1,229 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Beginning balance | 581,687 | 371,768 | |
Options granted | 622,755 | 267,851 | |
Options exercised | (11,683) | ||
Options canceled/forfeited | (177,455) | (46,249) | |
Ending balance | 581,687 | 371,768 | |
Weighted-Average Exercise Price per Share | |||
Beginning balance (in dollars per share) | $ 17.10 | $ 24.1 | |
Options granted (in dollars per share) | 3.04 | 6.80 | |
Options exercised (in dollars per share) | 6 | ||
Options canceled/forfeited (in dollars per share) | 8.84 | 15.45 | |
Ending balance (in dollars per share) | $ 9.99 | $ 17.10 | $ 24.1 |
Weighted Average Remaining Contractual Term | |||
Options outstanding at end of period | 8 years 5 months 23 days | 8 years 9 months | |
Options vested at end of period | 7 years 11 days | ||
Options vested and expected to vest at end of period | 7 years 11 months 8 days | ||
Options vested at end of period (shares) | 554,763 | ||
Options vested at end of period (in dollars per share) | $ 13.87 | ||
Options vested and expected to vest at end of period (shares) | 1,026,987 | ||
Options vested and expected to vest at end of period (in dollars per share) | $ 9.99 | ||
Scenario, Previously Reported [Member] | |||
Shares Available for Grant | |||
Options Available, Ending balance | 1,666,602 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Ending balance | 1,026,987 |
Income Taxes - Geographical Dis
Income Taxes - Geographical Distribution of Income (Loss) before Income Taxes (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (13,706,889) | $ (6,501,997) |
Foreign | (17,429) | (235,623) |
Loss before provision for income tax | 13,724,318 | (6,737,620) |
Loss resulting from discontinued operations | $ (3,593,575) | (5,305,894) |
Taxes allocated to discontinued operations | $ 21,700 |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision for Income Tax Benefit (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 800 | |
Foreign | 0 | 0 |
Current Income Tax Expense (Benefit) | 0 | 0 |
Deferred | ||
Federal | (1,578,355) | |
State | (72,912) | |
Foreign | 0 | 0 |
Deferred Income Tax Expense (Benefit), Total | (1,651,267) | |
Total provision for income tax benefit | $ (1,650,467) | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | |||
Valuation allowance | $ 23,533,167 | $ 32,017,895 | |
Increase (decrease) in valuation allowance | 8,484,728 | ||
Unrecognized tax benefit offset by change in valuation allowance | $ 853,504 | ||
Statutory income tax rate | 34.00% | 34.00% | |
Adjustable taxable income rate | 30.00% | ||
Re-measurement of U.S. deferred tax assets/liabilities | $ 10,600,000 | ||
Essentialis, Inc. [Member] | |||
Income Tax Contingency [Line Items] | |||
Valuation allowance | 1,600,000 | ||
Increase (decrease) in valuation allowance | $ (1,651,000) | ||
Maximum [Member] | |||
Income Tax Contingency [Line Items] | |||
Statutory income tax rate | 35.00% | ||
Scenario, Plan [Member] | |||
Income Tax Contingency [Line Items] | |||
Statutory income tax rate | 21.00% | ||
Internal Revenue Service (IRS) [Member] | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | $ 500,000 | ||
U.S. Federal Jurisdiction [Member] | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 104,500,000 | ||
U.S. Federal Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | |||
Income Tax Contingency [Line Items] | |||
Tax credit carryforwards | 1,600,000 | ||
State Tax Jurisdiction [Member] | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 50,000,000 | ||
State Tax Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | |||
Income Tax Contingency [Line Items] | |||
Tax credit carryforwards | 1,300,000 | ||
Foreign Tax Authority [Member] | Her Majesty's Revenue and Customs (HMRC) [Member] | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | $ 253,000 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Tax Benefit by Applying Statutory Federal Income Tax Rate to Operating Loss from Continuing Operations (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Tax on the loss before income tax expense computed at the federal statutory rate of 34% | $ (4,666,395) | $ (2,290,862) |
State tax (benefit) at statutory rate, net of federal benefit | (67,321) | (136,982) |
Tax reform | 10,613,026 | |
Foreign Rate Differential | 2,614 | 35,343 |
Change in Valuation Allowance | (8,484,728) | 2,355,170 |
Change in research and development credits | (121,382) | (129,974) |
Stock Based Compensation - ISO | 294,913 | 274,506 |
Change in fair value of warrants | 343,179 | (619,067) |
Acquisition costs | 203,197 | |
Loss on sale of NFI | (677,132) | |
Other | 909,562 | 511,866 |
Provision for income tax benefit | $ (1,650,467) | $ 0 |
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, 2017 | Dec. 31, 2016 |
Non-Current Deferred Tax Assets: | ||
Reserves and accruals | $ 144,876 | $ 159,163 |
Assets held for sale | 17,428 | 63,540 |
Net Operating Loss Carryforwards | 25,485,703 | 30,291,080 |
Tax credit carryforwards | 1,807,163 | 1,580,253 |
Capital loss carryover | 459,201 | |
Stock-based compensation-NSO | 35,533 | |
Gross non-current deferred tax assets | 27,949,904 | 32,094,036 |
Intangible Assets | (4,414,340) | (74,376) |
Fixed Assets | (2,397) | (1,764) |
Total non-current deferred tax liabilities | (4,416,737) | (76,141) |
Total deferred tax assets | 23,533,167 | 32,017,896 |
Valuation allowance | (23,533,167) | (32,017,895) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Summary of Gross
Income Taxes - Summary of Gross Unrecognized Tax Benefits (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ 794,962 | $ 691,697 |
Decreases related to prior year tax positions | (4,459) | 35,804 |
Increase related to current year tax positions | 63,002 | 67,461 |
Ending Balance | $ 853,504 | $ 794,962 |
Net loss per share - Schedule o
Net loss per share - Schedule of Potentially Dilutive Securities Outstanding Excluded from Computations of Diluted Weighted-Average Shares Outstanding (Detail) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 9,275,419 | 4,447,473 |
Underwriter [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 16,500 | 16,500 |
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 | 485,121 | 485,121 |
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 | 118,083 | 118,083 |
Series D 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 | 586,182 | 586,162 |
2017 PIPE Warrant Liability [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding | 6,024,425 | |
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 | 102,070 | 102,070 |
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 | 1,026,987 | 581,686 |
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 | 1,851 | 1,851 |
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 | 914,200 | 2,556,000 |
Compensation Plan for Board M65
Compensation Plan for Board Members (Detail) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017shares | Sep. 30, 2016Directorshares | Dec. 31, 2017shares | |
Board Members [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Number of board members elected to be paid in stock | Director | 2 | ||
Issuance of common stock to board members in lieu of cash payments for quarterly board fees (shares) | 47,766 | 5,084 | |
Board of Directors [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Issuance of common stock to board members in lieu of cash payments for quarterly board fees (shares) | 90,306 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Feb. 02, 2018shares | Jan. 31, 2018Fundshares | Jun. 30, 2016shares | Mar. 31, 2016shares | Dec. 31, 2017shares | Dec. 31, 2016shares |
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of funds | Fund | 1 | |||||
Board of Directors [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued during period (in shares) | 47,766 | |||||
Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued upon conversion | 60,000 | 180,000 | 200,000 | 1,641,800 | ||
Common Stock [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued upon conversion | 200,000 | |||||
Series B Convertible Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares converted | 1,000 | 8,209 | ||||
Series B Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares converted | 1,000 |