Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 01, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | REVA Medical, Inc. | ||
Entity Central Index Key | 1,496,268 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Trading Symbol | RVA | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 96,546,000 | ||
Entity Common Stock, Shares Outstanding | 42,535,986 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 16,895,000 | $ 25,814,000 |
Short-term investments | 995,000 | |
Prepaid expenses and other current assets | 397,000 | 406,000 |
Total current assets | 17,292,000 | 27,215,000 |
Non-Current Assets: | ||
Property and equipment, net | 2,719,000 | 2,920,000 |
Other non-current assets | 60,000 | 60,000 |
Total non-current assets | 2,779,000 | 2,980,000 |
Total Assets | 20,071,000 | 30,195,000 |
Current Liabilities: | ||
Accounts payable | 1,054,000 | 651,000 |
Accrued expenses and other current liabilities | 2,242,000 | 2,213,000 |
Total current liabilities | 3,296,000 | 2,864,000 |
Long-Term Liabilities: | ||
Convertible notes payable | 75,365,000 | 37,780,000 |
Common stock warrant liability | 19,622,000 | 15,389,000 |
Other long-term liabilities | 2,352,000 | 611,000 |
Total long-term liabilities | 97,339,000 | 53,780,000 |
Total Liabilities | $ 100,635,000 | $ 56,644,000 |
Commitments and contingencies (Note 9) | ||
Stockholders' Deficit: | ||
Common stock | $ 4,000 | $ 3,000 |
Undesignated preferred stock ― $0.0001 par value; 5,000,000 shares authorized; no shares issued or outstanding | ||
Additional paid-in capital | $ 254,572,000 | $ 226,094,000 |
Accumulated deficit | (335,140,000) | (252,546,000) |
Total Stockholders' Deficit | (80,564,000) | (26,449,000) |
Total Liabilities and Stockholders' Deficit | $ 20,071,000 | $ 30,195,000 |
Class B common stock | ||
Stockholders' Deficit: | ||
Common stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 38,155,986 | 33,529,778 |
Common stock, shares outstanding | 38,155,986 | 33,529,778 |
Undesignated preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Undesignated preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Undesignated preferred stock, shares issued | 0 | 0 |
Undesignated preferred stock, shares outstanding | 0 | 0 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Expense: | |||
Research and development | $ 16,760 | $ 14,318 | $ 19,212 |
General and administrative | 7,210 | 7,645 | 8,731 |
Loss from operations | (23,970) | (21,963) | (27,943) |
Other Income (Expense): | |||
Interest income | 9 | 8 | 30 |
Interest expense | (1,904) | (986) | |
Loss on issuance of convertible notes payable and warrants | (15,627) | ||
Loss on change in fair value of convertible notes payable and warrant liability | (56,788) | (12,542) | |
Other income (expense) | 59 | 73 | (9) |
Other income (expense) | (58,624) | (29,074) | 21 |
Net Loss and Comprehensive Loss | $ (82,594) | $ (51,037) | $ (27,922) |
Net Loss Per Common Share: | |||
Net loss per share, basic and diluted | $ (2.38) | $ (1.53) | $ (0.84) |
Shares used to compute net loss per share, basic and diluted | 34,680,634 | 33,382,381 | 33,124,655 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (82,594) | $ (51,037) | $ (27,922) |
Non-cash adjustments to reconcile net loss to net cash used for operating activities: | |||
Depreciation and amortization | 1,096 | 1,027 | 892 |
Loss on property and equipment disposal | 1 | ||
Stock-based compensation | 3,434 | 3,516 | 4,090 |
Interest on convertible notes payable | 1,904 | 986 | |
Loss on issuance of convertible notes payable and warrants | 15,627 | ||
Loss on change in fair value of convertible notes payable and warrant liability | 56,788 | 12,542 | |
Other non-cash expenses | 46 | 19 | 18 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | 9 | 9 | 2 |
Accounts payable | 365 | (566) | 549 |
Accrued expenses and other current liabilities | 33 | 64 | 525 |
Other long-term liabilities | (163) | (117) | (98) |
Net cash used for operating activities | (19,082) | (17,930) | (21,943) |
Cash Flows from Investing Activities: | |||
Purchases of property and equipment | (857) | (541) | (1,466) |
Purchases of investments | (995) | (1,492) | |
Maturities of investments | 995 | 1,492 | 5,223 |
Net cash provided by (used for) investing activities | 138 | (44) | 2,265 |
Cash Flows from Financing Activities: | |||
Proceeds from issuances of common stock | 10,075 | 247 | 31 |
Proceeds from (costs of) issuance of convertible notes payable and warrants, net | (50) | 24,312 | |
Net cash provided by financing activities | 10,025 | 24,559 | 31 |
Net increase (decrease) in cash and cash equivalents | (8,919) | 6,585 | (19,647) |
Cash and cash equivalents at beginning of period | 25,814 | 19,229 | 38,876 |
Cash and Cash Equivalents at End of Period | 16,895 | 25,814 | 19,229 |
Supplemental Non-Cash Information: | |||
Property and equipment in accounts payable | 50 | $ 12 | $ 195 |
Warrant liability transferred to equity upon exercise | $ 14,970 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid In Capital | Accumulated Deficit |
Balance at Dec. 31, 2012 | $ 44,626 | $ 3 | $ 218,210 | $ (173,587) |
Balance (in shares) at Dec. 31, 2012 | 33,132,203 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net loss and comprehensive loss | (27,922) | (27,922) | ||
Common stock issued upon exercise of stock options for cash | $ 31 | 31 | ||
Common stock issued upon exercise of stock options for cash (in shares) | 50,350 | 50,350 | ||
Restricted common stock issued January and May under equity incentive plan (in shares) | 87,500 | |||
Stock-based compensation expense | $ 4,090 | 4,090 | ||
Balance at Dec. 31, 2013 | 20,825 | $ 3 | 222,331 | (201,509) |
Balance (in shares) at Dec. 31, 2013 | 33,270,053 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net loss and comprehensive loss | (51,037) | (51,037) | ||
Common stock issued upon exercise of stock options for cash | $ 247 | 247 | ||
Common stock issued upon exercise of stock options for cash (in shares) | 259,725 | 259,725 | ||
Stock-based compensation expense | $ 3,516 | 3,516 | ||
Balance at Dec. 31, 2014 | $ (26,449) | $ 3 | 226,094 | (252,546) |
Balance (in shares) at Dec. 31, 2014 | 33,529,778 | 33,529,778 | ||
Increase (Decrease) in Stockholders' Equity | ||||
Net loss and comprehensive loss | $ (82,594) | (82,594) | ||
Common stock issued upon exercise of stock options for cash | $ 569 | 569 | ||
Common stock issued upon exercise of stock options for cash (in shares) | 251,208 | 251,208 | ||
Common stock issued October upon exercise of warrants for cash at $2.17275 per share | $ 9,506 | $ 1 | 9,505 | |
Common stock issued October upon exercise of warrants for cash at $2.17275 per share (in shares) | 4,375,000 | |||
Fair value of warrant liability transferred upon exercise of warrants | 14,970 | 14,970 | ||
Stock-based compensation expense | 3,434 | 3,434 | ||
Balance at Dec. 31, 2015 | $ (80,564) | $ 4 | $ 254,572 | $ (335,140) |
Balance (in shares) at Dec. 31, 2015 | 38,155,986 | 38,155,986 |
Consolidated Statement of Stoc7
Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock issued, price per share | 2.17275 | ||
Weighted Average | |||
Common stock, par value (in dollars per share) | $ 0.61 | ||
Minimum | |||
Common stock, par value (in dollars per share) | 1.25 | 0.61 | |
Maximum | |||
Common stock, par value (in dollars per share) | $ 5.60 | $ 1.40 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2015 | |
Description Of Business [Abstract] | |
Description of Business | 1. Description of Business REVA Medical, Inc. (“REVA” or the “Company”) was incorporated in California in 1998 under the name MD3, Inc. In March 2002 we changed our name to REVA Medical, Inc. In October 2010 we reincorporated in Delaware. We established a non-operating wholly owned subsidiary, REVA Germany GmbH, in 2007. In these notes the terms “us,” “we,” or “our” refer to REVA and our consolidated subsidiary unless context dictates otherwise. We do not yet have a product available for sale; our product(s) will become available following completion of required clinical studies with acceptable data and when, and if, we receive regulatory approval. We are currently developing and testing a drug-eluting bioresorbable stent to treat vascular disease in humans. This stent, which we have named Fantom ® Fantom In December 2010 we completed an initial public offering (the “IPO”) of our common stock in Australia and registered with the U.S. Securities and Exchange Commission (“SEC”) and, consequently, became an SEC registrant. Our stock is traded in the form of CHESS Depositary Interests (“CDIs”) on the Australian Securities Exchange (“ASX”); each share of our common stock is equivalent to ten CDIs. Our trading symbol is “RVA.AX.” |
Capital Resources and Basis of
Capital Resources and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Capital Resources and Basis of Presentation | 2. Capital Resources and Basis of Presentation Capital Resources : We had cash of $16,895,000 at December 31, 2015, which reflects the receipt of $9,506,000 cash proceeds from warrant exercises in October 2015 and the remaining funds from the issuance of $25,000,000 in convertible notes in November 2014. We additionally received $11,407,000 cash proceeds from warrant exercises on February 12, 2016. We believe the cash balance at December 31, 2015, combined with the proceeds received in February 2016, is sufficient to meet our operating and capital needs through the first quarter of 2017. The holders of the convertible notes have a one-time option in January 2017 to redeem the notes for face value plus accrued interest. Based on the Company’s cash balances, if the noteholders were to collectively exercise this option, which management believes they will not do, the Company would be unable to make the redemption payment of approximately $29,282,000. On February 11, 2016, the Company and the noteholders entered into an agreement to extend the optional redemption date to June 30, 2017, subject to stockholder approval. A special meeting of stockholders is scheduled for March 22, 2016 to approve the agreement; we believe it is probable that our stockholders will approve the agreement. We have experienced recurring losses and negative cash flows from operating activities since our inception and, as of December 31, 2015, we had an accumulated deficit of $335,140,000. Until we generate revenue, and at a level to support our cost structure, we expect to continue to incur substantial operating losses and net cash outflows. Even if we do attain revenue, we may never become profitable and even if we do attain profitable operations, we may not be able to sustain that profitability or positive cash flows on a recurring basis. We may need to raise further capital in the future to service our debt or fund our operations until the time we can sustain positive cash flows. If we are unable to raise sufficient additional capital when needed, we may be compelled to reduce the scope of our operations and planned capital expenditures or sell certain assets, such as our intellectual property assets. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Basis of Presentation : We have prepared the accompanying consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the SEC. The consolidated financial statements include the accounts of REVA and our wholly owned subsidiary, REVA Germany GmbH. All intercompany transactions and balances, if any, have been eliminated in consolidation. Use of Estimates : In order to prepare our financial statements in conformity with accounting principles generally accepted in the United States, we are required to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Our most significant estimates relate to the fair value of our convertible notes payable, the fair value of our warrant liability, our expense accruals, including clinical study expenses, and our stock-based compensation expense. Actual results could differ from our estimates. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies Cash and Cash Equivalents : All highly liquid investments with original maturities of three months or less are classified as cash equivalents. Investments : Excess cash is invested in high-quality marketable securities. Our investments are classified as either short- or long-term based on their maturity dates. Investments with a maturity of less than one year are classified as short-term; all others are classified as long-term. We have categorized the investments as “held-to-maturity” based on our intent and ability to hold to maturity. Our investments are stated at cost; their fair value is determined each reporting period through quoted market prices of similar instruments in active markets. During the reporting period there were no declines in fair value that were deemed to be other than temporary. Property and Equipment : Property and equipment is stated at cost, less accumulated depreciation and amortization. Depreciation is determined using the straight-line method over the estimated useful lives of the related assets, generally three to five years. Amortization of leasehold improvements is determined using the straight-line method over the lesser of the useful life of the asset or the term of the underlying lease. Upon disposition or retirement of an asset, its cost and related accumulated depreciation or amortization are removed from the accounts and any gain or loss is recognized in the consolidated statement of operations. Patents : Costs related to patent development, filing, and maintenance are expensed as incurred since the underlying technology associated with these assets is purchased or incurred in connection with our research and development efforts and the future realizable value cannot be determined. Impairment of Long-Lived Assets : We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and exceeds its undiscounted future cash flows. The amount of impairment, if any, is determined by comparing an asset’s estimated fair value to the asset’s respective carrying amount. During the years ended December 31, 2013, 2014, and 2015 we determined there were no indications of asset impairment. Concentrations of Credit Risk : Our financial instruments, which potentially subject us to concentration of credit risk, comprise cash, cash equivalents, and investments. We maintain our cash and cash equivalents in bank accounts, the balances of which generally exceed limits that are insured by the Federal Deposit Insurance Corporation (“FDIC”). Cash balances are insured by the FDIC up to $250,000 per bank. Our cash and cash equivalents at December 31, 2015 exceeded the balance insured by the FDIC by $16,645,000. Our investments, if any, are held in custody by a large financial asset manager in the United States. Management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which the assets are held. Additionally, we maintain our cash and investments in accordance with our investment policy, which is designed to maintain safety and liquidity. We have not realized any losses in our investments and believe we are not exposed to significant credit risk related to our cash and cash equivalents. Convertible Notes Payable : Convertible notes payable are analyzed at issue date to determine balance sheet classification, issue discounts or premiums, and embedded or derivative features. Embedded or derivative features are evaluated in accordance with accounting guidance for derivative securities and, if the features give rise to separate accounting, we make an election to account for the notes at cost or at fair value. If fair value accounting is elected, on the issue date we record the difference between the issue price of the notes and their fair value as a gain or loss in the consolidated statement of operations. We remeasure the fair value at each reporting date and record a gain (upon a decrease in fair value) or loss (upon an increase in fair value) for the change in fair value. Through September 30, 2015, the fair values were determined using a binomial valuation model; we moved to a least squares Monte Carlo simulation model for the December 31, 2015 valuation as it was considered better aligned with the inputs to and features of the Notes. This change in models did not have a material effect on the fair value of the Notes. Inputs to the models include the market value of the underlying stock, a life equal to the contractual life of the notes, incremental borrowing rates that correspond to debt with similar credit worthiness, and estimated volatility based on the historical prices of our trading securities. We also make assumptions as to our abilities to test and commercialize our product(s), to obtain future financings when and if needed, and to comply with the terms and conditions of the notes. Following an analysis of their embedded and derivative features and a projection of the volatility of their effective interest rates under the cost method, we elected to utilize fair value accounting for the convertible notes payable we issued in November 2014. Management believes the fair value method of accounting provides a more appropriate presentation of these liabilities than would be provided under the cost method. 3. Significant Accounting Policies (continued) Common Stock Warrants : We record the fair value of warrants issued for the purchase of common stock as a liability since the warrants call for issuance of registered shares upon exercise, a condition that we may not be able to accommodate and which would then result in a net settlement of the warrants. Until the time the warrants are exercised or expire, the fair value is assessed at each reporting date. Through September 30, 2015, the values were determined utilizing a binomial valuation model since two exercise prices were possible; we moved to a Black-Scholes valuation model to determine the value at December 31, 2015 because Company conditions had been met that resulted in a fixed exercise price per share of $2.6073. This change in models did not have a material effect on the fair value of the warrants. Any change in value is recorded as a gain or loss component of other income (expense) in our consolidated statement of operations. Inputs to the valuation model are of the same nature as those used for our convertible notes payable. Research and Development : Research and development costs are expensed as incurred. These costs include salaries, employee benefits, laboratory supplies, consulting services, manufacturing products and services, preclinical and clinical costs, technology license fees, laboratory equipment depreciation, facility costs, and certain indirect costs. Segment Information : We operate in one business segment, which is the development and commercialization of medical devices. Foreign Currency : The functional currency of our subsidiary REVA Germany GmbH is the Euro. Balance sheet accounts of our subsidiary are translated into United States dollars using the exchange rate in effect at the balance sheet date while expenses are translated using the average exchange rate in effect during the period. Gains and losses arising from translation of our subsidiary’s financial statements are recorded to other comprehensive income (loss). These gains and losses, in the aggregate, were insignificant through December 31, 2015. Income Taxes : We account for income taxes using the asset and liability method, under which the current income tax expense or benefit is the amount of income tax expected to be payable or refundable in the current year. Deferred tax assets and liabilities are recorded for the estimated future tax consequences of temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of our deferred tax assets will not be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. We account for the uncertainty in income tax components based on tax positions taken or expected to be taken in a tax return. To recognize a benefit, a tax position must be more likely than not to be sustained upon examination by taxing authorities. We do not recognize tax benefits that have a less than 50 percent likelihood of being sustained. Our policy is to recognize interest and tax penalties related to unrecognized tax benefits in income tax expense; no interest or tax penalties on uncertain tax benefits have been recorded through December 31, 2015. We are subject to taxation in U.S. and California jurisdictions. As of December 31, 2015, we are no longer subject to U.S. federal or state examinations for years before 2011 and 2010, respectively. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses were generated and carried forward and to make adjustments up to the amount of the net operating loss carryforward amount. We are not currently under Internal Revenue Service (“IRS”), state, or local tax examination. 3. Significant Accounting Policies (continued) Stock-Based Compensation : We recognize stock-based compensation expense in connection with stock option grants, restricted stock awards, and restricted stock unit (“RSU”) awards to employees, directors, and consultants. For options granted to employees and directors, we determine the compensation expense based on estimated grant date fair values utilizing the Black-Scholes option valuation model. The Black-Scholes model requires the input of assumptions, including volatility, the expected term, and the fair value of the underlying common stock on the date of grant, among other inputs. We adjust stock-based compensation expense for estimated option forfeitures based on our five-year historical average of actual forfeitures. For restricted stock and RSUs, the grant date fair value is equal to the closing market price of our common stock on the date of award. We use the straight-line method to allocate compensation expense to reporting periods over each recipient’s requisite service period, which is generally from one to four years. All stock-based compensation expense is recorded as either research and development or general and administrative expense based on a recipient’s work classification. For stock options and RSUs that vest to a recipient based on achievement of performance milestones, we only record compensation expense for the performance milestones that are probable of being achieved, with such expense recorded on a straight-line basis over the expected vesting period. During the year ended December 31, 2015, we determined that two of the three performance targets for our performance-based awards were probable of being achieved and, therefore, recorded expense for those awards only. We reassess our performance-based estimates each reporting period and, if the estimated service period changes, we recognize all remaining compensation expense over the remaining service period and, if the probability of achievement changes to or from “probable,” recognize a cumulative effect. For options granted to consultants, we estimate fair values at the date of grant and at each subsequent reporting period and record compensation expense based on the fair value during the service period of the consultant. We estimate the fair value utilizing the Black-Scholes option valuation model with the same approach to inputs and assumptions as we use to estimate the fair value of employee options, except we use the remaining term as the expected life of the option. Net Income or Net Loss Per Common Share : Basic net income or net loss per common share is calculated by dividing the net income or net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method, as applicable. For purpose of this calculation, common stock options and restricted stock subject to forfeiture are considered to be common stock equivalents; common share equivalents are included in the calculation of diluted net loss per share only when their effect is dilutive. The following equivalent shares were excluded from the computation of diluted net loss per share because including them would have been antidilutive: Year Ended December 31, 2013 2014 2015 Weighted Average Shares Excluded: Options to purchase common stock 3,901,316 4,355,536 4,812,372 Unvested restricted stock 96,347 91,750 61,623 Restricted stock units — — 768,908 Warrants to purchase common stock — 1,150,685 7,647,260 Common share equivalents of convertible notes — 1,513,138 11,506,156 3,997,663 7,111,109 24,796,319 3. Significant Accounting Policies (continued) Fair Value Measurements : We measure the fair value of our financial and non-financial assets and liabilities at each reporting date. Fair value is defined as the exchange price at which an asset or liability would be transferred in the principal or most advantageous market in an orderly transaction between market participants as of a measurement date. Accounting guidance provides an established hierarchy to be used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs; observable inputs are required to be used when available. Observable inputs are those used by market participants to value an asset or liability and are developed based on market data obtained from sources independent of us. Unobservable inputs are those that reflect our assumptions about factors that market participants would use to value an asset or liability. Fair value measurements are classified and disclosed in one of the following three categories: Level 1 – Quoted market prices for identical assets or liabilities in active markets at the measurement date; Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities in active or non-active markets, or other inputs that can be corroborated by observable market data for substantially the full term of an asset or liability; and, Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of an asset or liability, including management’s best estimate of the factors that market participants would use in pricing an asset or liability at the measurement date. We carry our convertible notes payable and common stock warrant liability at fair value. We carry our other financial instruments at amortized cost; these items include cash, investments, accounts payable, and accrued expenses. The carrying amounts of our cash and cash equivalents, accounts payable, and accrued expenses are considered to be reasonable estimates of their respective fair values due to their short-term nature and, therefore, fair value information is not provided in the following table. Utilizing the lowest level inputs available under the measurement hierarchy, the fair values of our measured financial instruments comprise the following (we had no Level 1 financial instruments): Level 2 Level 3 (in thousands) Fair Value at December 31, 2014: Assets: Certificates of deposit due in one year or less $ 991 $ — Liabilities: Convertible notes payable — 37,780 Common stock warrant liability — 15,389 $ — $ 53,169 Fair Value at December 31, 2015: Liabilities: Convertible notes payable — 75,365 Common stock warrant liability — 19,622 $ — $ 94,987 Our Level 2 financial assets consist of certificates of deposit (“CDs”) that are held to maturity and carried at cost; their fair value is determined each reporting period through quoted market prices of similar instruments in active markets. We had $4,000 in unrealized losses on our CDs as of December 31, 2014. We held no CDs as of December 31, 2015. 3. Significant Accounting Policies (continued) Fair Value Measurements : Our Level 3 financial liabilities, which are recurring, consist of convertible notes payable (the “Notes”) and warrants for the purchase of common stock, all of which were issued on November 14, 2014. The fair values of these liabilities as of their issuance date and subsequent measurement dates through September 30, 2015 were determined utilizing a binomial model. Valuation of the Notes at December 31, 2015 was determined utilizing a least squares Monte Carlo simulation model and valuation of the warrants at December 31, 2015 was determined utilizing a Black-Scholes valuation model. This change in models did not have a material effect on the fair values of the securities. All of these valuation models require use of unobservable inputs that are determined by management, with the assistance of independent experts. These inputs represent our best estimates, but involve certain inherent uncertainties. We used the market value of the underlying stock, a life equal to the contractual life of the financial instrument, incremental borrowing rates and bond yields that correspond to instruments of similar credit worthiness and the instrument’s remaining life, an estimate of volatility based on the historical prices of our trading securities, and we made assumptions as to our abilities to test and commercialize our product(s), to obtain future financings when and if needed, and to comply with the terms and conditions of our Notes. A summary of the weighted-average assumptions used to value the Notes and warrants is as follows: Year Ended December 31, 2014 2015 Weighted Average Assumptions: Market price per share of common stock $3.03 $5.14 Risk-free interest rate 2.6% 1.7% Expected volatility of common stock 87.7% 81.7% Expected life (in years) 4.94 4.21 Bond yield of equivalent securities 29.2% 29.0% A significant change in the market price per share, expected volatility, or bond yield of equivalent securities, in isolation, would result in significantly higher or lower fair value measurements. In combination, changes in these inputs could result in a significantly higher or lower fair value measurement if the input changes were to be aligned, or could result in a minimally higher or lower fair value measurement if the input changes were of a compensating nature. A total of $56,788,000 in unrealized losses arising from the change in fair value of our Level 3 financial liabilities was recorded during the year ended December 31, 2015. Our Level 3 fair value activity is as follows: Level 3 (in thousands) Balance at December 31, 2013 $ — Fair value on Issuance Date: Convertible notes payable 29,689 Warrants to purchase common stock 10,938 Balance at November 14, 2014 40,627 Losses from Change in Fair Value: Convertible notes payable 8,091 Warrants to purchase common stock 4,451 Balance at December 31, 2014 53,169 Transfer to additional paid-in capital upon exercise of warrants (14,970 ) Losses from Change in Fair Value: Convertible notes payable 37,585 Warrants to purchase common stock 19,203 Balance at December 31, 2015 $ 94,987 3. Significant Accounting Policies (continued) Recent Accounting Pronouncements : In April 2014, ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity , was issued. ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures for certain other disposals that do not meet the definition of a discontinued operation. We adopted this ASU January 1, 2015; its adoption did not have an effect on our financial position or results of operations. In August 2014, ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern |
Convertible Notes Payable and W
Convertible Notes Payable and Warrants to Purchase Common Stock | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Notes Payable And Warrants To Purchase Common Stock Disclosure [Abstract] | |
Convertible Notes Payable and Warrants to Purchase Common Stock | 4. Convertible Notes Payable and Warrants to Purchase Common Stock On November 14, 2014, we issued 250 convertible notes payable (the “Notes”), each with a face value of $100,000, for total cash proceeds of $25,000,000. The Notes are convertible into 11,506,155 shares of common stock, which is a conversion rate of $2.17275 per share. The Notes are convertible at any time at the holders’ election, except the Notes will automatically convert in the case where the Company has received a CE Mark approval for its Fantom On the issue date, we evaluated the embedded conversion feature of the Notes and certain other rights provided to the noteholders and determined that they qualified as embedded derivatives that required bifurcation from the Notes and separate accounting. Following this evaluation, we made an irrevocable election to account for the Notes at fair value. The fair value of the Notes on the date of issue was calculated to be $29,689,000. This fair value exceeded the stated value of the Notes by $4,689,000; we recorded the excess as a loss on issuance. The fair value of the Notes as of December 31, 2014 and 2015 was calculated to be $37,780,000 and $75,365,000, respectively, which was $12,780,000 and $50,365,000, respectively, more than the unpaid principal balance of the Notes. The change in fair value of the Notes between November 14, 2014 and December 31, 2014 and for the year ended December 31, 2015 of $8,091,000 and $37,585,000, respectively, was recorded as a loss in the consolidated statement of operations. As of December 31, 2014 and 2015, the fair value of the 11,506,155 shares into which the Notes are convertible was calculated to be $38,200,000 and $72,293,000, respectively. In connection with issuing the Notes, we issued warrants to the noteholders to purchase up to 8,750,000 shares of common stock at $2.17275 per share. The warrants are exercisable immediately and expire in November 2019. A total of 4,375,000 warrants were exercised October 1, 2015 with $9,506,000 cash proceeds to the Company. The exercise price of the warrants increased to $2.6073 in October 2015 when we achieved full enrollment in our Fantom |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Details | 5. Balance Sheet Details Property and Equipment and Accrued Expenses : Components of our property and equipment and accrued expenses and other current liabilities are as follows: December 31, 2014 2015 (in thousands) Property and Equipment: Furniture, office equipment, and software $ 648 $ 650 Laboratory equipment 5,187 5,952 Leasehold improvements 2,361 2,386 8,196 8,988 Accumulated depreciation and amortization (5,276 ) (6,269 ) $ 2,920 $ 2,719 Accrued Expenses and Other Current Liabilities: Accrued salaries and other employee costs $ 1,315 $ 1,311 Accrued operating expenses 769 745 Accrued use taxes and other 129 186 $ 2,213 $ 2,242 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes We have reported net losses for all periods through December 31, 2015; therefore, no provision for income taxes has been recorded. The following table provides the reconciliation between income taxes computed at the federal statutory rate and our provision for income taxes: Year Ended December 31, 2013 2014 2015 (in thousands) Provision for Income Taxes: Federal income taxes at 34% $ (9,493 ) $ (17,352 ) $ (28,082 ) State income taxes, net of federal benefit (1,553 ) (1,243 ) (1,513 ) Research and development tax credits (1,425 ) (660 ) (650 ) Changes in fair value of convertible notes payable and common stock warrant liability — 9,577 19,308 Accrued interest on convertible notes payable — 152 944 Stock-based compensation expense 191 358 287 Increase in valuation allowance 11,622 8,716 8,789 Expiration of state net operating losses 677 450 692 Other (19 ) 2 225 $ — $ — $ — 6. Income Taxes (continued) Our deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows: December 31, 2014 2015 (in thousands) Net Deferred Tax Assets: Net operating loss carryforwards $ 62,738 $ 71,057 Research and development credits 6,891 7,541 Amortization 5,737 5,020 Stock-based compensation expense 5,085 5,654 Depreciation 366 398 Accrued operating expenses 64 66 Other 459 395 81,340 90,131 Valuation Allowance (81,340 ) (90,131 ) $ — $ — As of December 31, 2015 we had aggregate federal and California state net operating loss carryforwards of approximately $188,399,000 and $142,660,000, respectively, which may be available to offset future taxable income for income tax purposes. The federal net operating loss carryforwards begin to expire in 2019 and the California carryforwards begin to expire in 2016, with $10,990,000 expiring in 2016. As of December 31, 2015, we also had federal and California state research tax credit carryforwards of approximately $6,367,000 and $5,586,000, respectively. The federal carryforwards begin to expire in 2020 and the California carryforwards have no expiration. A total of $267,000 of the federal and California net operating loss relates to excess tax benefits generated from stock compensation that will be recorded as an increase to additional paid-in capital if, and when, realized. Under Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of our net operating loss and research tax credit carryforwards to offset taxable income may be limited based on cumulative changes in ownership. An analysis of the impact of this provision from December 1, 1999 through December 31, 2015 has been performed and it was determined that, although ownership changes had occurred, the carryovers should be available for utilization by the Company before they expire, provided we generate sufficient future taxable income. Future ownership changes could result in further limitations and may impact the realizability of these loss and credit carryforwards in future periods. As of December 31, 2015, we had deferred tax assets of $90,131,000 primarily comprising net operating loss and research tax credit carryforwards. We have established a valuation allowance against our deferred tax assets due to the uncertainty surrounding the Company’s ability to generate future taxable income to realize those assets. The change in the valuation allowance for the years ended December 31, 2014 and 2015 was $8,717,000 and $8,791,000, respectively. We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition at the effective date to be recognized. As of December 31, 2015, the unrecognized tax benefits recorded were approximately $4,298,000. We do not anticipate a significant change in the unrecognized tax benefits within the next 12 months. 6. Income Taxes (continued) A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for 2014 and 2015, excluding interest and penalties, is as follows: December 31, 2014 2015 (in thousands) Gross Unrecognized Tax Benefits: Balance at beginning of year $ 2,490 $ 2,734 Additions (reductions) for prior year tax positions (15 ) 138 Additions for current year tax positions 259 1,426 $ 2,734 $ 4,298 Due to our valuation allowance position, none of the unrecognized tax benefits, if recognized, will impact the Company’s effective tax rate. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 7. Stock-Based Compensation The Plan : Our 2010 Equity Incentive Plan, as amended (the “Plan”), provides for grants of incentive and non-qualified stock options for purchase of our common stock at a price per share equal to the closing market price on the date of grant and for awards of restricted stock units and restricted stock for no consideration payable by the recipient. All stock issuances under the Plan are made with new shares from our authorized but unissued common stock. The number of shares reserved under the Plan may be increased annually by up to three percent of the outstanding stock of the Company. On January 1, 2015, an additional 1,005,893 shares were added, resulting in a total of 7,885,945 shares reserved under the Plan as of December 31, 2015. Option activity under the Plan is as follows: Weighted Weighted Average Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Term (Years) Value Balance at December 31, 2012 3,550,000 $7.30 Granted 589,500 $5.36 Cancelled (42,500) $2.00 Exercised (50,350) $0.61 Balance at December 31, 2013 4,046,650 $7.15 Granted 637,000 $3.53 Cancelled (180,500) $6.61 Exercised (259,725) $0.95 Balance at December 31, 2014 4,243,425 $7.01 Granted 2,152,500 $4.50 Cancelled (232,292) $2.85 Exercised (251,208) $2.27 Balance at December 31, 2015 5,912,425 $6.46 6.50 $7,873,000 Exercisable at December 31, 2015 3,796,425 $7.55 5.45 $4,341,000 Vested at December 31, 2015 3,320,194 $7.98 5.33 $3,574,000 Vested and Expected to Vest at December 31, 2015 5,857,193 $6.34 7.04 $7,782,000 7. Stock-Based Compensation (continued) The Plan (continued) : Employees, non-employee directors, and consultants are eligible to participate in the Plan. For purposes of determining stock-based compensation expense, we include non-employee directors with employees; we account for consultant compensation expense separately. The term of the options granted under the Plan may not exceed ten years. Vesting periods of stock awards and option grants are determined by the Company’s board of directors and are generally four-year periods. All options granted prior to 2015 are immediately exercisable upon grant and are subject to repurchase by us at the exercise price in the event an optionee terminates service prior to being fully vested. Options granted in 2015 are exercisable upon vesting. The majority of options granted by the Company vest over four years, with 25 percent vesting on the one-year anniversary of the vesting commencement date and 75 percent vesting in equal monthly installments thereafter. During March 2015, we granted a total of 316,000 options that vest based on certain performance milestones of the Company; through December 31, 2015 none of these options had vested or been cancelled. We estimated the vesting term for each performance objective on the date of grant, and on each reporting date thereafter, based on our internal timelines and operating projections. Our estimates of vesting ranged from approximately nine to 30 months, with a weighted average vesting term of 18.3 months as of December 31, 2015. The unvested portion of outstanding options as of December 31, 2015 has vesting dates scheduled through 2019. Following is the vesting activity under the Plan for the year ended December 31, 2015: Weighted Average Options Grant Date Outstanding Fair Value Unvested Options at December 31, 2014 1,078,679 $2.64 Granted 2,152,500 $2.40 Vested (531,656 ) $2.79 Forfeited (107,292 ) $1.90 Unvested Options at December 31, 2015 2,592,231 $2.44 We awarded 87,500 shares of restricted stock during the year ended December 31, 2013, all of which vest at the rate of 25 percent annually on each award anniversary date. No restricted stock was awarded during the years ended December 31, 2014 and 2015. During March 2015, we awarded 824,200 RSUs to employees. These RSUs vest based on certain performance milestones of the Company; we estimated the vesting term, which ranges from approximately 21 months to 30 months with a weighted average vesting term of 23 months, on the date of award based on our internal timelines and operating projections. During May 2015, we awarded 160,000 RSUs to employee and non-employee directors; such RSUs vest on the earlier of May 26, 2016 or one day prior to our 2016 annual stockholder meeting. Each RSU entitles the recipient to one share of our common stock upon vesting. Through December 31, 2015, none of the RSUs had vested and none had been cancelled. No tax benefits arising from stock-based compensation have been recognized in the consolidated statements of operations through December 31, 2015. 7. Stock-Based Compensation (continued) Grants and Awards to Employees: We account for option grants, restricted stock awards, and RSU awards to employees based on their estimated fair values on the date of grant or award, with the resulting stock-based compensation recorded over the vesting period on a straight-line basis. For the options and RSUs that vest upon performance milestones, we estimate the probability that the performance milestones will be met and record the related stock-based compensation expense. During the year ended December 31, 2015, we determined that two of the three performance targets for our performance-based awards were probable of being achieved and, therefore, recorded expense for those awards only. Stock-based compensation arising from employee options and awards under the Plan is as follows: Year Ended December 31, 2013 2014 2015 (in thousands) Employee Stock-Based Compensation: Research and development expense $ 1,069 $ 1,142 $ 1,502 General and administrative expense 2,965 2,284 1,905 $ 4,034 $ 3,426 $ 3,407 As of December 31, 2015, we had approximately $7,910,000 of total unrecognized compensation costs related to unvested employee options that are expected to be recognized over a weighted average period of 1.93 years. The fair value of restricted stock and RSU awards is equal to the closing market price of our common stock on the date of award. The fair value of option grants was estimated on the date of grant using the following weighted-average assumptions : Year Ended December 31, 2013 2014 2015 Risk-free interest rate 1.4% 2.2% 1.8% Expected volatility of common stock 60.1% 59.3% 55.6% Expected life in years 6.25 6.14 6.16 Dividend yield 0.0% 0.0% 0.0% The assumed risk-free interest rate was based on the implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected life of the option. The assumed volatility was calculated from the historical market prices of a selected group of publicly traded companies considered to be our peers. We used peer group data due to the fact that we have limited historical trading data. For options that vest based on passage of time, the expected option life was calculated using the simplified method under the accounting standard for stock compensation and a ten-year option expiration; we use the simplified method because we do not yet have adequate history as a public company to establish a reasonable expected life. For options that vest based on performance milestones, the expected life was calculated based on the requisite service periods estimated by management and a ten-year option expiration. A summary of grant date fair value and intrinsic value for options granted to employees is as follows: Year Ended December 31, 2013 2014 2015 (in thousands, except per share data) Weighted-average grant date fair value per share $2.95 $1.98 $2.40 Intrinsic value of options exercised $231 $553 $511 Total fair value of options vested during the year $3,809 $3,546 $1,429 7. Stock-Based Compensation (continued) Stock Options to Consultants : We account for stock options granted to consultants at their fair value. Under this method, the fair value is estimated at each reporting date during the vesting period using the Black-Scholes option valuation model. The resulting stock-based compensation expense, or income if the fair value declines in a reporting period, is recorded over the consultant’s service period. No options were issued to consultants during 2015 and all stock options granted to consultants had either vested or been cancelled as of March 31, 2015. Options to purchase 100,000 and 110,000 shares of common stock were granted to consultants during the years ended December 31, 2013 and 2014, respectively. The fair value of these awards was determined with the following assumptions: Assumed risk-free interest rate of 1.7 to 2.8 percent; assumed volatility of 56 to 59 percent; expected option life of 5.0 to 10.0 years; and, expected dividend yield of zero percent. The total fair value of consultant options that vested during the year ended Decembers 31, 2013, 2014, and 2015 was $40,000, $116,000, and $27,000, respectively. The assumed risk-free interest rate was based on the implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected life of the option. The assumed volatility was calculated from the historical market prices of a selected group of publicly traded companies considered to be our peers; we use peer group data due to the fact that we have limited historical trading data. The expected option life is the remaining term of the option. The expected dividend yield of zero reflects that we have not paid cash dividends since inception and do not intend to pay cash dividends in the foreseeable future. There were no unvested consultant options outstanding as of December 31, 2015. The weighted average fair value of unvested consultant options at December 31, 2013 and 2014 was estimated to be $2.84 and $1.92 per share, respectively, based on the following assumptions: Year Ended December 31, 2013 2014 Risk-free interest rate 3.0% 2.2% Expected volatility of common stock 59.4% 57.2% Expected life in years 9.45 8.94 Dividend yield 0.0% 0.0% Consultant stock-based compensation expense is recorded to the financial statement line item for which the optionee’s services are rendered. Stock-based compensation expense arising from consultant options granted under the Plan is as follows: Year Ended December 31, 2013 2014 2015 (in thousands) Consultant Stock-Based Compensation: Research and development expense $ 9 $ 69 $ — General and administrative expense 47 21 27 $ 56 $ 90 $ 27 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2015 | |
Defined Contribution Pension And Other Postretirement Plans Disclosure [Abstract] | |
Retirement Plan | 8. Retirement Plan In 2003 we adopted a qualified 401(k) profit sharing plan (the “401(k) Plan”) for the benefit of our employees. Employees are eligible to participate in the 401(k) Plan the month following hire and may defer up to the maximum allowed under IRS regulations, on an annual basis. We match 25 percent of an employee’s deferral amount, up to a maximum of four percent of qualified compensation. We may, at our discretion, make additional contributions. Employees are immediately vested in the employer matching contributions. Our contributions to the 401(k) Plan were $52,000, $46,000, and $42,000 for the years ended December 31, 2013, 2014, and 2015, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies We license certain patents and other intellectual property rights related to the composition and coating of our bioresorbable stent and our other biomaterial products. Terms of these licenses include provisions for royalty payments on future sales of products, if any, utilizing this technology, with provisions for minimum royalties once product sales begin. The amount of royalties varies depending upon type of product, use of product, stage of product, location of sale, and ultimate sales volume, and ranges from a minimum of approximately $25 per unit to a maximum of approximately $100 per unit sold, with license provisions for escalating minimum royalties that could be as high as $2,200,000 per year. Additionally, in the event we sublicense the technology and receive certain milestone payments, the licenses require that up to 40 percent of the milestone amount be paid to the licensors. Additional terms of the technology licenses include annual licensing payments of $175,000 until the underlying technology has been commercialized. Terms of the licenses also include other payments to occur during commercialization that could total $950,000, payment of $350,000 upon a change in control of ownership, payments of up to $300,000 annually to extend filing periods related to certain technology, and payment of patent filing, maintenance, and defense fees. The license terms remain in effect until the last patent expires. In connection with our development activities, we periodically enter into contracts with consultants and vendors. These contracts are generally cancelable with 30 days’ written notice. As of December 31, 2015, the minimum future payments on these contracts totaled approximately $86,000. We currently lease our office and lab facilities under a non-cancelable operating lease that expires in January 2018. The lease contains fixed annual escalations, an option for a five-year extension, leasehold improvement allowances and credits of $523,000, and rent abatements of $136,000. We record rent expense on a straight-line basis over the life of the lease; the difference between average rent expense and cash payments for rent is recorded as a deferred liability. As of December 31, 2015, our deferred rent totaled $363,000, of which $163,000 was classified as a current liability. We recorded rent expense of $666,000, $683,000, and $794,000 for the years ended December 31, 2013, 2014, and 2015, respectively. Future minimum payments under the lease are as follows: Minimum Payment (in thousands) Minimum Lease Payments: Year ending December 31, 2016 $ 690 Year ending December 31, 2017 711 Year ending December 31, 2018 60 $ 1,461 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Parties | 10. Related Parties Our related parties include the members of our board of directors and investors with five percent or more of our outstanding securities. We had no related party transactions during the year ended December 31, 2013. During the years ended December 31, 2014 and 2015, we recorded expense of $73,000 and $15,000, respectively, as compensation to a board member for board services provided to the Company in excess of his normal director responsibilities. As of December 31, 2014, the $73,000 was reflected as an accrued expense; we paid the total amount of $88,000 to the director during the first quarter of 2015. |
Selected Quarterly Financial In
Selected Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Information (unaudited) | 11. Selected Quarterly Financial Information The following table presents selected quarterly financial information that has been derived from our unaudited quarterly consolidated financial statements, which, in the opinion of management, include all adjustments (consisting only of normal recurring items) necessary for a fair presentation. The quarterly per share data presented below was calculated separately and may not sum to the annual figures presented in the consolidated financial statements. These operating results are also not necessarily indicative of results for any future period. Quarter Ended Year Ended March 31, June 30, September 30, December 31, December 31, (in thousands, except per share data) Selected Financial Information for 2014: Loss from operations $ (7,272 ) $ (4,832 ) $ (4,446 ) $ (5,413 ) $ (21,963 ) Loss on issuance of convertible notes and warrants — — — (15,627 ) (15,627 ) Loss on change in fair values — — — (12,542 ) (12,542 ) Net loss (7,276 ) (4,833 ) (4,397 ) (34,531 ) (51,037 ) Net loss per common share, basic and diluted $ (0.22 ) $ (0.14 ) $ (0.13 ) $ (1.03 ) $ (1.53 ) Selected Financial Information for 2015: Loss from operations $ (4,853 ) $ (5,633 ) $ (6,222 ) $ (7,262 ) $ (23,970 ) Gain (loss) on change in fair values (18,101 ) 11,970 (28,180 ) (22,477 ) (56,788 ) Net income (loss) (23,357 ) 5,854 (34,868 ) (30,223 ) (82,594 ) Net income (loss) per common share, basic $ (0.70 ) $ 0.17 $ (1.04 ) $ (0.81 ) $ (2.38 ) Net loss per common share, diluted $ (0.70 ) $ (0.12 ) $ (1.04 ) $ (0.81 ) $ (2.38 ) |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | 12. Subsequent Event On February 12, 2016, the Company received cash proceeds of $11,407,000 and issued 4,375,000 shares of common stock from the exercise of warrants. Following the exercise, a total of 42,530,986 shares of common stock were outstanding and no warrants remained outstanding. On February 11, 2016, the Company and the holders of the Notes entered into an amendment to the Convertible Note Deed dated September 25, 2014 (the “Note Deed”), which is the governing document of the Notes. The amendment provides for two modifications of the Note Deed. The first modification extends the date of an optional redemption right of the noteholders to June 30, 2017; the current optional redemption date is January 14, 2017. The second modification adds a third condition, being that the Company list its common stock on the NASDAQ stock exchange (or another exchange approved by the noteholders), for the Notes to automatically convert into common stock. The current conditions to an automatic conversion of the Notes are the receipt of a CE Mark on Fantom |
Significant Accounting Polici20
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents : All highly liquid investments with original maturities of three months or less are classified as cash equivalents. |
Investments | Investments : Excess cash is invested in high-quality marketable securities. Our investments are classified as either short- or long-term based on their maturity dates. Investments with a maturity of less than one year are classified as short-term; all others are classified as long-term. We have categorized the investments as “held-to-maturity” based on our intent and ability to hold to maturity. Our investments are stated at cost; their fair value is determined each reporting period through quoted market prices of similar instruments in active markets. During the reporting period there were no declines in fair value that were deemed to be other than temporary. |
Property and Equipment | Property and Equipment : Property and equipment is stated at cost, less accumulated depreciation and amortization. Depreciation is determined using the straight-line method over the estimated useful lives of the related assets, generally three to five years. Amortization of leasehold improvements is determined using the straight-line method over the lesser of the useful life of the asset or the term of the underlying lease. Upon disposition or retirement of an asset, its cost and related accumulated depreciation or amortization are removed from the accounts and any gain or loss is recognized in the consolidated statement of operations. |
Patents | Patents : Costs related to patent development, filing, and maintenance are expensed as incurred since the underlying technology associated with these assets is purchased or incurred in connection with our research and development efforts and the future realizable value cannot be determined. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets : We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and exceeds its undiscounted future cash flows. The amount of impairment, if any, is determined by comparing an asset’s estimated fair value to the asset’s respective carrying amount. During the years ended December 31, 2013, 2014, and 2015 we determined there were no indications of asset impairment. |
Concentrations of Credit Risk | Concentrations of Credit Risk : Our financial instruments, which potentially subject us to concentration of credit risk, comprise cash, cash equivalents, and investments. We maintain our cash and cash equivalents in bank accounts, the balances of which generally exceed limits that are insured by the Federal Deposit Insurance Corporation (“FDIC”). Cash balances are insured by the FDIC up to $250,000 per bank. Our cash and cash equivalents at December 31, 2015 exceeded the balance insured by the FDIC by $16,645,000. Our investments, if any, are held in custody by a large financial asset manager in the United States. Management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which the assets are held. Additionally, we maintain our cash and investments in accordance with our investment policy, which is designed to maintain safety and liquidity. We have not realized any losses in our investments and believe we are not exposed to significant credit risk related to our cash and cash equivalents. |
Convertible Notes Payable | Convertible Notes Payable : Convertible notes payable are analyzed at issue date to determine balance sheet classification, issue discounts or premiums, and embedded or derivative features. Embedded or derivative features are evaluated in accordance with accounting guidance for derivative securities and, if the features give rise to separate accounting, we make an election to account for the notes at cost or at fair value. If fair value accounting is elected, on the issue date we record the difference between the issue price of the notes and their fair value as a gain or loss in the consolidated statement of operations. We remeasure the fair value at each reporting date and record a gain (upon a decrease in fair value) or loss (upon an increase in fair value) for the change in fair value. Through September 30, 2015, the fair values were determined using a binomial valuation model; we moved to a least squares Monte Carlo simulation model for the December 31, 2015 valuation as it was considered better aligned with the inputs to and features of the Notes. This change in models did not have a material effect on the fair value of the Notes. Inputs to the models include the market value of the underlying stock, a life equal to the contractual life of the notes, incremental borrowing rates that correspond to debt with similar credit worthiness, and estimated volatility based on the historical prices of our trading securities. We also make assumptions as to our abilities to test and commercialize our product(s), to obtain future financings when and if needed, and to comply with the terms and conditions of the notes. Following an analysis of their embedded and derivative features and a projection of the volatility of their effective interest rates under the cost method, we elected to utilize fair value accounting for the convertible notes payable we issued in November 2014. Management believes the fair value method of accounting provides a more appropriate presentation of these liabilities than would be provided under the cost method. |
Common Stock Warrants | Common Stock Warrants : We record the fair value of warrants issued for the purchase of common stock as a liability since the warrants call for issuance of registered shares upon exercise, a condition that we may not be able to accommodate and which would then result in a net settlement of the warrants. Until the time the warrants are exercised or expire, the fair value is assessed at each reporting date. Through September 30, 2015, the values were determined utilizing a binomial valuation model since two exercise prices were possible; we moved to a Black-Scholes valuation model to determine the value at December 31, 2015 because Company conditions had been met that resulted in a fixed exercise price per share of $2.6073. This change in models did not have a material effect on the fair value of the warrants. Any change in value is recorded as a gain or loss component of other income (expense) in our consolidated statement of operations. Inputs to the valuation model are of the same nature as those used for our convertible notes payable. |
Research and Development | Research and Development : Research and development costs are expensed as incurred. These costs include salaries, employee benefits, laboratory supplies, consulting services, manufacturing products and services, preclinical and clinical costs, technology license fees, laboratory equipment depreciation, facility costs, and certain indirect costs. |
Segment Information | Segment Information : We operate in one business segment, which is the development and commercialization of medical devices. |
Foreign Currency | Foreign Currency : The functional currency of our subsidiary REVA Germany GmbH is the Euro. Balance sheet accounts of our subsidiary are translated into United States dollars using the exchange rate in effect at the balance sheet date while expenses are translated using the average exchange rate in effect during the period. Gains and losses arising from translation of our subsidiary’s financial statements are recorded to other comprehensive income (loss). These gains and losses, in the aggregate, were insignificant through December 31, 2015. |
Income Taxes | Income Taxes : We account for income taxes using the asset and liability method, under which the current income tax expense or benefit is the amount of income tax expected to be payable or refundable in the current year. Deferred tax assets and liabilities are recorded for the estimated future tax consequences of temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of our deferred tax assets will not be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. We account for the uncertainty in income tax components based on tax positions taken or expected to be taken in a tax return. To recognize a benefit, a tax position must be more likely than not to be sustained upon examination by taxing authorities. We do not recognize tax benefits that have a less than 50 percent likelihood of being sustained. Our policy is to recognize interest and tax penalties related to unrecognized tax benefits in income tax expense; no interest or tax penalties on uncertain tax benefits have been recorded through December 31, 2015. We are subject to taxation in U.S. and California jurisdictions. As of December 31, 2015, we are no longer subject to U.S. federal or state examinations for years before 2011 and 2010, respectively. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses were generated and carried forward and to make adjustments up to the amount of the net operating loss carryforward amount. We are not currently under Internal Revenue Service (“IRS”), state, or local tax examination. |
Stock-Based Compensation | Stock-Based Compensation : We recognize stock-based compensation expense in connection with stock option grants, restricted stock awards, and restricted stock unit (“RSU”) awards to employees, directors, and consultants. For options granted to employees and directors, we determine the compensation expense based on estimated grant date fair values utilizing the Black-Scholes option valuation model. The Black-Scholes model requires the input of assumptions, including volatility, the expected term, and the fair value of the underlying common stock on the date of grant, among other inputs. We adjust stock-based compensation expense for estimated option forfeitures based on our five-year historical average of actual forfeitures. For restricted stock and RSUs, the grant date fair value is equal to the closing market price of our common stock on the date of award. We use the straight-line method to allocate compensation expense to reporting periods over each recipient’s requisite service period, which is generally from one to four years. All stock-based compensation expense is recorded as either research and development or general and administrative expense based on a recipient’s work classification. For stock options and RSUs that vest to a recipient based on achievement of performance milestones, we only record compensation expense for the performance milestones that are probable of being achieved, with such expense recorded on a straight-line basis over the expected vesting period. During the year ended December 31, 2015, we determined that two of the three performance targets for our performance-based awards were probable of being achieved and, therefore, recorded expense for those awards only. We reassess our performance-based estimates each reporting period and, if the estimated service period changes, we recognize all remaining compensation expense over the remaining service period and, if the probability of achievement changes to or from “probable,” recognize a cumulative effect. For options granted to consultants, we estimate fair values at the date of grant and at each subsequent reporting period and record compensation expense based on the fair value during the service period of the consultant. We estimate the fair value utilizing the Black-Scholes option valuation model with the same approach to inputs and assumptions as we use to estimate the fair value of employee options, except we use the remaining term as the expected life of the option. |
Net Income or Net Loss Per Common Share | Net Income or Net Loss Per Common Share : Basic net income or net loss per common share is calculated by dividing the net income or net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method, as applicable. For purpose of this calculation, common stock options and restricted stock subject to forfeiture are considered to be common stock equivalents; common share equivalents are included in the calculation of diluted net loss per share only when their effect is dilutive. The following equivalent shares were excluded from the computation of diluted net loss per share because including them would have been antidilutive: Year Ended December 31, 2013 2014 2015 Weighted Average Shares Excluded: Options to purchase common stock 3,901,316 4,355,536 4,812,372 Unvested restricted stock 96,347 91,750 61,623 Restricted stock units — — 768,908 Warrants to purchase common stock — 1,150,685 7,647,260 Common share equivalents of convertible notes — 1,513,138 11,506,156 3,997,663 7,111,109 24,796,319 |
Fair Value Measurements | Fair Value Measurements : We measure the fair value of our financial and non-financial assets and liabilities at each reporting date. Fair value is defined as the exchange price at which an asset or liability would be transferred in the principal or most advantageous market in an orderly transaction between market participants as of a measurement date. Accounting guidance provides an established hierarchy to be used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs; observable inputs are required to be used when available. Observable inputs are those used by market participants to value an asset or liability and are developed based on market data obtained from sources independent of us. Unobservable inputs are those that reflect our assumptions about factors that market participants would use to value an asset or liability. Fair value measurements are classified and disclosed in one of the following three categories: Level 1 – Quoted market prices for identical assets or liabilities in active markets at the measurement date; Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities in active or non-active markets, or other inputs that can be corroborated by observable market data for substantially the full term of an asset or liability; and, Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of an asset or liability, including management’s best estimate of the factors that market participants would use in pricing an asset or liability at the measurement date. We carry our convertible notes payable and common stock warrant liability at fair value. We carry our other financial instruments at amortized cost; these items include cash, investments, accounts payable, and accrued expenses. The carrying amounts of our cash and cash equivalents, accounts payable, and accrued expenses are considered to be reasonable estimates of their respective fair values due to their short-term nature and, therefore, fair value information is not provided in the following table. Utilizing the lowest level inputs available under the measurement hierarchy, the fair values of our measured financial instruments comprise the following (we had no Level 1 financial instruments): Level 2 Level 3 (in thousands) Fair Value at December 31, 2014: Assets: Certificates of deposit due in one year or less $ 991 $ — Liabilities: Convertible notes payable — 37,780 Common stock warrant liability — 15,389 $ — $ 53,169 Fair Value at December 31, 2015: Liabilities: Convertible notes payable — 75,365 Common stock warrant liability — 19,622 $ — $ 94,987 Our Level 2 financial assets consist of certificates of deposit (“CDs”) that are held to maturity and carried at cost; their fair value is determined each reporting period through quoted market prices of similar instruments in active markets. We had $4,000 in unrealized losses on our CDs as of December 31, 2014. We held no CDs as of December 31, 2015. 3. Significant Accounting Policies (continued) Fair Value Measurements : Our Level 3 financial liabilities, which are recurring, consist of convertible notes payable (the “Notes”) and warrants for the purchase of common stock, all of which were issued on November 14, 2014. The fair values of these liabilities as of their issuance date and subsequent measurement dates through September 30, 2015 were determined utilizing a binomial model. Valuation of the Notes at December 31, 2015 was determined utilizing a least squares Monte Carlo simulation model and valuation of the warrants at December 31, 2015 was determined utilizing a Black-Scholes valuation model. This change in models did not have a material effect on the fair values of the securities. All of these valuation models require use of unobservable inputs that are determined by management, with the assistance of independent experts. These inputs represent our best estimates, but involve certain inherent uncertainties. We used the market value of the underlying stock, a life equal to the contractual life of the financial instrument, incremental borrowing rates and bond yields that correspond to instruments of similar credit worthiness and the instrument’s remaining life, an estimate of volatility based on the historical prices of our trading securities, and we made assumptions as to our abilities to test and commercialize our product(s), to obtain future financings when and if needed, and to comply with the terms and conditions of our Notes. A summary of the weighted-average assumptions used to value the Notes and warrants is as follows: Year Ended December 31, 2014 2015 Weighted Average Assumptions: Market price per share of common stock $3.03 $5.14 Risk-free interest rate 2.6% 1.7% Expected volatility of common stock 87.7% 81.7% Expected life (in years) 4.94 4.21 Bond yield of equivalent securities 29.2% 29.0% A significant change in the market price per share, expected volatility, or bond yield of equivalent securities, in isolation, would result in significantly higher or lower fair value measurements. In combination, changes in these inputs could result in a significantly higher or lower fair value measurement if the input changes were to be aligned, or could result in a minimally higher or lower fair value measurement if the input changes were of a compensating nature. A total of $56,788,000 in unrealized losses arising from the change in fair value of our Level 3 financial liabilities was recorded during the year ended December 31, 2015. Our Level 3 fair value activity is as follows: Level 3 (in thousands) Balance at December 31, 2013 $ — Fair value on Issuance Date: Convertible notes payable 29,689 Warrants to purchase common stock 10,938 Balance at November 14, 2014 40,627 Losses from Change in Fair Value: Convertible notes payable 8,091 Warrants to purchase common stock 4,451 Balance at December 31, 2014 53,169 Transfer to additional paid-in capital upon exercise of warrants (14,970 ) Losses from Change in Fair Value: Convertible notes payable 37,585 Warrants to purchase common stock 19,203 Balance at December 31, 2015 $ 94,987 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements : In April 2014, ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity , was issued. ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures for certain other disposals that do not meet the definition of a discontinued operation. We adopted this ASU January 1, 2015; its adoption did not have an effect on our financial position or results of operations. In August 2014, ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern |
Significant Accounting Polici21
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of weighted average shares excluded from the computation of diluted net loss per share | The following equivalent shares were excluded from the computation of diluted net loss per share because including them would have been antidilutive: Year Ended December 31, 2013 2014 2015 Weighted Average Shares Excluded: Options to purchase common stock 3,901,316 4,355,536 4,812,372 Unvested restricted stock 96,347 91,750 61,623 Restricted stock units — — 768,908 Warrants to purchase common stock — 1,150,685 7,647,260 Common share equivalents of convertible notes — 1,513,138 11,506,156 3,997,663 7,111,109 24,796,319 |
Schedule of fair values of investments and liabilities, determined from level 2 and 3 inputs | Level 2 Level 3 (in thousands) Fair Value at December 31, 2014: Assets: Certificates of deposit due in one year or less $ 991 $ — Liabilities: Convertible notes payable — 37,780 Common stock warrant liability — 15,389 $ — $ 53,169 Fair Value at December 31, 2015: Liabilities: Convertible notes payable — 75,365 Common stock warrant liability — 19,622 $ — $ 94,987 |
Summary of weighted-average assumptions used to value the Notes and warrants | Fair Value Measurements : Our Level 3 financial liabilities, which are recurring, consist of convertible notes payable (the “Notes”) and warrants for the purchase of common stock, all of which were issued on November 14, 2014. The fair values of these liabilities as of their issuance date and subsequent measurement dates through September 30, 2015 were determined utilizing a binomial model. Valuation of the Notes at December 31, 2015 was determined utilizing a least squares Monte Carlo simulation model and valuation of the warrants at December 31, 2015 was determined utilizing a Black-Scholes valuation model. This change in models did not have a material effect on the fair values of the securities. All of these valuation models require use of unobservable inputs that are determined by management, with the assistance of independent experts. These inputs represent our best estimates, but involve certain inherent uncertainties. We used the market value of the underlying stock, a life equal to the contractual life of the financial instrument, incremental borrowing rates and bond yields that correspond to instruments of similar credit worthiness and the instrument’s remaining life, an estimate of volatility based on the historical prices of our trading securities, and we made assumptions as to our abilities to test and commercialize our product(s), to obtain future financings when and if needed, and to comply with the terms and conditions of our Notes. A summary of the weighted-average assumptions used to value the Notes and warrants is as follows: Year Ended December 31, 2014 2015 Weighted Average Assumptions: Market price per share of common stock $3.03 $5.14 Risk-free interest rate 2.6% 1.7% Expected volatility of common stock 87.7% 81.7% Expected life (in years) 4.94 4.21 Bond yield of equivalent securities 29.2% 29.0% |
Summary of fair value of financial liabilities determined from "Level 3" inputs | Level 3 (in thousands) Balance at December 31, 2013 $ — Fair value on Issuance Date: Convertible notes payable 29,689 Warrants to purchase common stock 10,938 Balance at November 14, 2014 40,627 Losses from Change in Fair Value: Convertible notes payable 8,091 Warrants to purchase common stock 4,451 Balance at December 31, 2014 53,169 Transfer to additional paid-in capital upon exercise of warrants (14,970 ) Losses from Change in Fair Value: Convertible notes payable 37,585 Warrants to purchase common stock 19,203 Balance at December 31, 2015 $ 94,987 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Balance Sheet Details [Abstract] | |
Schedule of Property and Equipment | Property and Equipment and Accrued Expenses : Components of our property and equipment and accrued expenses and other current liabilities are as follows: December 31, 2014 2015 (in thousands) Property and Equipment: Furniture, office equipment, and software $ 648 $ 650 Laboratory equipment 5,187 5,952 Leasehold improvements 2,361 2,386 8,196 8,988 Accumulated depreciation and amortization (5,276 ) (6,269 ) $ 2,920 $ 2,719 Accrued Expenses and Other Current Liabilities: Accrued salaries and other employee costs $ 1,315 $ 1,311 Accrued operating expenses 769 745 Accrued use taxes and other 129 186 $ 2,213 $ 2,242 |
Schedule of Accrued Expenses and Other Current Liabilities | December 31, 2014 2015 (in thousands) Property and Equipment: Furniture, office equipment, and software $ 648 $ 650 Laboratory equipment 5,187 5,952 Leasehold improvements 2,361 2,386 8,196 8,988 Accumulated depreciation and amortization (5,276 ) (6,269 ) $ 2,920 $ 2,719 Accrued Expenses and Other Current Liabilities: Accrued salaries and other employee costs $ 1,315 $ 1,311 Accrued operating expenses 769 745 Accrued use taxes and other 129 186 $ 2,213 $ 2,242 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of the reconciliation between income taxes computed at the federal statutory rate and provision for income taxes | Year Ended December 31, 2013 2014 2015 (in thousands) Provision for Income Taxes: Federal income taxes at 34% $ (9,493 ) $ (17,352 ) $ (28,082 ) State income taxes, net of federal benefit (1,553 ) (1,243 ) (1,513 ) Research and development tax credits (1,425 ) (660 ) (650 ) Changes in fair value of convertible notes payable and common stock warrant liability — 9,577 19,308 Accrued interest on convertible notes payable — 152 944 Stock-based compensation expense 191 358 287 Increase in valuation allowance 11,622 8,716 8,789 Expiration of state net operating losses 677 450 692 Other (19 ) 2 225 $ — $ — $ — |
Schedule of the significant components of deferred tax assets and liabilities | December 31, 2014 2015 (in thousands) Net Deferred Tax Assets: Net operating loss carryforwards $ 62,738 $ 71,057 Research and development credits 6,891 7,541 Amortization 5,737 5,020 Stock-based compensation expense 5,085 5,654 Depreciation 366 398 Accrued operating expenses 64 66 Other 459 395 81,340 90,131 Valuation Allowance (81,340 ) (90,131 ) $ — $ — |
Schedule of the reconciliation of the beginning and ending amount of gross unrecognized tax benefits for period excluding interest and penalties | December 31, 2014 2015 (in thousands) Gross Unrecognized Tax Benefits: Balance at beginning of year $ 2,490 $ 2,734 Additions (reductions) for prior year tax positions (15 ) 138 Additions for current year tax positions 259 1,426 $ 2,734 $ 4,298 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of the option activity under the plan | Weighted Weighted Average Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Term (Years) Value Balance at December 31, 2012 3,550,000 $7.30 Granted 589,500 $5.36 Cancelled (42,500) $2.00 Exercised (50,350) $0.61 Balance at December 31, 2013 4,046,650 $7.15 Granted 637,000 $3.53 Cancelled (180,500) $6.61 Exercised (259,725) $0.95 Balance at December 31, 2014 4,243,425 $7.01 Granted 2,152,500 $4.50 Cancelled (232,292) $2.85 Exercised (251,208) $2.27 Balance at December 31, 2015 5,912,425 $6.46 6.50 $7,873,000 Exercisable at December 31, 2015 3,796,425 $7.55 5.45 $4,341,000 Vested at December 31, 2015 3,320,194 $7.98 5.33 $3,574,000 Vested and Expected to Vest at December 31, 2015 5,857,193 $6.34 7.04 $7,782,000 |
Schedule of the vesting activity under the plan | Weighted Average Options Grant Date Outstanding Fair Value Unvested Options at December 31, 2014 1,078,679 $2.64 Granted 2,152,500 $2.40 Vested (531,656 ) $2.79 Forfeited (107,292 ) $1.90 Unvested Options at December 31, 2015 2,592,231 $2.44 |
Equity awards to employees | |
Schedule of stock-based compensation expense | Year Ended December 31, 2013 2014 2015 (in thousands) Employee Stock-Based Compensation: Research and development expense $ 1,069 $ 1,142 $ 1,502 General and administrative expense 2,965 2,284 1,905 $ 4,034 $ 3,426 $ 3,407 |
Options Granted | |
Schedule of the weighted-average assumptions used to estimate fair value of options granted | The fair value of restricted stock and RSU awards is equal to the closing market price of our common stock on the date of award. The fair value of option grants was estimated on the date of grant using the following weighted-average assumptions : Year Ended December 31, 2013 2014 2015 Risk-free interest rate 1.4% 2.2% 1.8% Expected volatility of common stock 60.1% 59.3% 55.6% Expected life in years 6.25 6.14 6.16 Dividend yield 0.0% 0.0% 0.0% |
Schedule of the grant date fair value and intrinsic value information of options granted to employees | Year Ended December 31, 2013 2014 2015 (in thousands, except per share data) Weighted-average grant date fair value per share $2.95 $1.98 $2.40 Intrinsic value of options exercised $231 $553 $511 Total fair value of options vested during the year $3,809 $3,546 $1,429 |
Equity awards to consultants | |
Schedule of stock-based compensation expense | Consultant stock-based compensation expense is recorded to the financial statement line item for which the optionee’s services are rendered. Stock-based compensation expense arising from consultant options granted under the Plan is as follows: Year Ended December 31, 2013 2014 2015 (in thousands) Consultant Stock-Based Compensation: Research and development expense $ 9 $ 69 $ — General and administrative expense 47 21 27 $ 56 $ 90 $ 27 |
Schedule of the weighted-average assumptions used to estimate fair value of options granted | Year Ended December 31, 2013 2014 Risk-free interest rate 3.0% 2.2% Expected volatility of common stock 59.4% 57.2% Expected life in years 9.45 8.94 Dividend yield 0.0% 0.0% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of the future minimum payments under the lease | Future minimum payments under the lease are as follows: Minimum Payment (in thousands) Minimum Lease Payments: Year ending December 31, 2016 $ 690 Year ending December 31, 2017 711 Year ending December 31, 2018 60 $ 1,461 |
Selected Quarterly Financial 26
Selected Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of the selected quarterly financial information | Quarter Ended Year Ended March 31, June 30, September 30, December 31, December 31, (in thousands, except per share data) Selected Financial Information for 2014: Loss from operations $ (7,272 ) $ (4,832 ) $ (4,446 ) $ (5,413 ) $ (21,963 ) Loss on issuance of convertible notes and warrants — — — (15,627 ) (15,627 ) Loss on change in fair values — — — (12,542 ) (12,542 ) Net loss (7,276 ) (4,833 ) (4,397 ) (34,531 ) (51,037 ) Net loss per common share, basic and diluted $ (0.22 ) $ (0.14 ) $ (0.13 ) $ (1.03 ) $ (1.53 ) Selected Financial Information for 2015: Loss from operations $ (4,853 ) $ (5,633 ) $ (6,222 ) $ (7,262 ) $ (23,970 ) Gain (loss) on change in fair values (18,101 ) 11,970 (28,180 ) (22,477 ) (56,788 ) Net income (loss) (23,357 ) 5,854 (34,868 ) (30,223 ) (82,594 ) Net income (loss) per common share, basic $ (0.70 ) $ 0.17 $ (1.04 ) $ (0.81 ) $ (2.38 ) Net loss per common share, diluted $ (0.70 ) $ (0.12 ) $ (1.04 ) $ (0.81 ) $ (2.38 ) |
Description of Business (Detail
Description of Business (Details) | 12 Months Ended | 14 Months Ended | |
Dec. 31, 2015item | Mar. 10, 2016item | Dec. 31, 2010 | |
Description Of Business [Line Items] | |||
Number of Patients Intended to Use Data | 100 | ||
Common stock to CDIs conversion ratio | 10 | ||
Subsequent Event | Minimum | |||
Description Of Business [Line Items] | |||
Number of patients enrolled in a clinical trial of current stent product | 230 |
Capital Resources and Basis o28
Capital Resources and Basis of Presentation (Details) - USD ($) | Jan. 14, 2017 | Feb. 12, 2016 | Feb. 11, 2016 | Nov. 14, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Capital Resources And Basis Of Presentation [Line Items] | ||||||||
Cash and cash equivalents | $ 16,895,000 | $ 25,814,000 | $ 19,229,000 | $ 38,876,000 | ||||
Cash proceeds from warrants | $ 25,000,000 | 9,506,000 | ||||||
Accumulated deficit | $ 335,140,000 | $ 252,546,000 | ||||||
Subsequent Event | ||||||||
Capital Resources And Basis Of Presentation [Line Items] | ||||||||
Proceeds from Warrant Exercises | $ 11,407,000 | |||||||
Extended redemption date | Jun. 30, 2017 | |||||||
Scenario Forecast | ||||||||
Capital Resources And Basis Of Presentation [Line Items] | ||||||||
Convertible notes redemption amount | $ 29,282,000 |
Significant Accounting Polici29
Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2015USD ($)segment$ / shares | Dec. 31, 2014USD ($) | |
Significant Accounting Policies [Line Items] | ||
Cash, FDIC insured amount | $ 250,000 | |
Cash and cash equivalents, excess of FDIC insured | $ 16,645,000 | |
Fixed exercise price per share | $ / shares | $ 2.6073 | |
Number of business segment | segment | 1 | |
Interest or tax penalties on uncertain tax benefits | $ 0 | |
Historical average period of actual forfeitures | 5 years | |
Certificates of deposit due in one year or less | $ 995,000 | |
Changes in unrealized loss on instruments held at the end of period, financial liabilities | $ (56,788,000) | (12,542,000) |
Fair Value Inputs Level2 | Certificates of Deposit | ||
Significant Accounting Policies [Line Items] | ||
Unrealized losses | 4,000 | |
Certificates of deposit due in one year or less | 0 | $ 991,000 |
Level 3 | ||
Significant Accounting Policies [Line Items] | ||
Changes in unrealized loss on instruments held at the end of period, financial liabilities | $ 56,788,000 | |
Minimum | ||
Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 3 years | |
Stock-based compensation, requisite service period | 1 year | |
Maximum | ||
Significant Accounting Policies [Line Items] | ||
Property and equipment, useful life | 5 years | |
Stock-based compensation, requisite service period | 4 years |
Significant Accounting Polici30
Significant Accounting Policies (Details 1) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Weighted Average Shares Excluded: | |||
Total weighted average shares excluded | 24,796,319 | 7,111,109 | 3,997,663 |
Options to purchase common stock | |||
Weighted Average Shares Excluded: | |||
Total weighted average shares excluded | 4,812,372 | 4,355,536 | 3,901,316 |
Restricted stock | |||
Weighted Average Shares Excluded: | |||
Total weighted average shares excluded | 61,623 | 91,750 | 96,347 |
Restricted stock units | |||
Weighted Average Shares Excluded: | |||
Total weighted average shares excluded | 768,908 | ||
Warrants to purchase common stock | |||
Weighted Average Shares Excluded: | |||
Total weighted average shares excluded | 7,647,260 | 1,150,685 | |
Common share equivalents from convertible notes | |||
Weighted Average Shares Excluded: | |||
Total weighted average shares excluded | 11,506,156 | 1,513,138 |
Significant Accounting Polici31
Significant Accounting Policies (Details 2) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 14, 2014 |
Certificates of deposit due in one year or less | $ 995,000 | ||
Convertible notes payable | $ 75,365,000 | 37,780,000 | $ 29,689,000 |
Common stock warrant liability | 19,622,000 | 15,389,000 | 10,938,000 |
Level 3 | |||
Convertible notes payable | 75,365,000 | 37,780,000 | 29,689,000 |
Common stock warrant liability | 19,622,000 | 15,389,000 | 10,938,000 |
Liabilities | 94,987,000 | 53,169,000 | $ 40,627,000 |
Certificates of Deposit | Fair Value Inputs Level2 | |||
Certificates of deposit due in one year or less | $ 0 | $ 991,000 |
Significant Accounting Polici32
Significant Accounting Policies (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Weighted Average Assumptions: | ||
Market price per share of common stock | $ 5.14 | $ 3.03 |
Risk-free interest rate | 1.70% | 2.60% |
Expected volatility of common stock | 81.70% | 87.70% |
Expected life (in years) | 4 years 2 months 16 days | 4 years 11 months 9 days |
Bond yield of equivalent securities | 29.00% | 29.20% |
Significant Accounting Polici33
Significant Accounting Policies (Details 4) - USD ($) | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | Nov. 14, 2014 | |
Fair value on Issuance Date: | |||
Convertible notes payable | $ 37,780,000 | $ 75,365,000 | $ 29,689,000 |
Common stock warrant liability | 15,389,000 | 19,622,000 | 10,938,000 |
Level 3 | |||
Financial Liabilities Fair Value Disclosure | |||
Beginning balance | 40,627,000 | 53,169,000 | |
Fair value on Issuance Date: | |||
Convertible notes payable | 37,780,000 | 75,365,000 | 29,689,000 |
Common stock warrant liability | 15,389,000 | 19,622,000 | $ 10,938,000 |
Transfer out upon exercise of warrants | (14,970,000) | ||
Losses from Change in Fair Value: | |||
Convertible notes payable | 8,091,000 | 37,585,000 | |
Warrants to purchase common stock | 4,451,000 | 19,203,000 | |
Ending balance | $ 53,169,000 | $ 94,987,000 |
Convertible Notes Payable and34
Convertible Notes Payable and Warrants to Purchase Common Stock (Details) | Feb. 12, 2016USD ($)shares | Feb. 11, 2016 | Oct. 02, 2015USD ($)$ / sharesshares | Nov. 14, 2014USD ($)item$ / sharesshares | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Number of convertible notes payable | item | 250 | ||||||
Cash proceeds from Notes payable and warrants | $ 25,000,000 | $ 9,506,000 | |||||
Market trading price | $ / shares | $ 0.60 | ||||||
Consecutive trading days | 20 days | ||||||
Interest on convertible notes payable | 1,904,000 | $ 986,000 | |||||
Convertible notes payable | $ 29,689,000 | $ 37,780,000 | 75,365,000 | 37,780,000 | |||
Common stock warrant liability | $ 10,938,000 | 15,389,000 | 19,622,000 | 15,389,000 | |||
Warrants to purchase common stock | |||||||
Convertible rate into common stock | $ / shares | $ 2.17275 | ||||||
Warrants issued to purchase common stock (in shares) | shares | 8,750,000 | ||||||
Increased exercise price of warrants | $ / shares | $ 2.6073 | ||||||
Loss on issuance | $ (10,938,000) | ||||||
Change in fair value of Warrants | 4,451,000 | 19,203,000 | |||||
Warrant exercised | shares | 4,375,000 | ||||||
Proceeds from Warrant Exercises | $ 9,506,000 | ||||||
Convertible Notes Payable | |||||||
Face Amount | $ 100,000 | ||||||
Number of converted shares of common stock | shares | 11,506,155 | ||||||
Convertible rate into common stock | $ / shares | $ 2.17275 | ||||||
Consecutive trading days | 20 days | ||||||
Interest rate (as a percent) accrued on notes | 7.54% | ||||||
Interest on convertible notes payable | 1,904,000 | 986,000 | |||||
Loss on issuance | $ (4,689,000) | ||||||
Convertible notes excluding unpaid principal balance | 50,365,000 | 12,780,000 | |||||
Amount of shares converted | 72,293,000 | $ 38,200,000 | |||||
Convertible notes payable | $ 8,091,000 | $ 37,585,000 | |||||
Minimum | Convertible Notes Payable | |||||||
Market trading price | $ / shares | $ 0.60 | ||||||
Subsequent Event | |||||||
Extended redemption date | Jun. 30, 2017 | ||||||
Proceeds from Warrant Exercises | $ 11,407,000 | ||||||
Subsequent Event | Warrants to purchase common stock | |||||||
Warrant exercised | shares | 4,375,000 |
Balance Sheet Details (Details)
Balance Sheet Details (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property and Equipment: | ||
Property and equipment, gross | $ 8,988 | $ 8,196 |
Accumulated depreciation and amortization | (6,269) | (5,276) |
Property and equipment, net | 2,719 | 2,920 |
Accrued Expenses and Other Current Liabilities: | ||
Accrued salaries and other employee costs | 1,311 | 1,315 |
Accrued operating expenses | 745 | 769 |
Accrued use taxes and other | 186 | 129 |
Accrued expenses and other current liabilities, total | 2,242 | 2,213 |
Furniture, office equipment, and software | ||
Property and Equipment: | ||
Property and equipment, gross | 650 | 648 |
Laboratory equipment | ||
Property and Equipment: | ||
Property and equipment, gross | 5,952 | 5,187 |
Leasehold improvements | ||
Property and Equipment: | ||
Property and equipment, gross | $ 2,386 | $ 2,361 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | |||
Provision for income taxes | $ 0 | ||
Net operating loss related to excess tax benefits from stock compensation | 267,000 | ||
Deferred tax assets | 90,131,000 | ||
Change in valuation allowance | 8,791,000 | $ 8,717,000 | |
Unrecognized tax benefits | 4,298,000 | $ 2,734,000 | $ 2,490,000 |
Unrecognized tax benefit that would impact effective tax rate | 0 | ||
Domestic Country | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 188,399,000 | ||
Research tax credit carryforward, amount | 6,367,000 | ||
California | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 142,660,000 | ||
Net operating loss carryforwards with expiration in 2016 | 10,990,000 | ||
Research tax credit carryforward, amount | $ 5,586,000 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Provision for Income Taxes: | |||
Federal income taxes at 34% | $ (28,082,000) | $ (17,352,000) | $ (9,493,000) |
State income taxes, net of federal benefit | (1,513,000) | (1,243,000) | (1,553,000) |
Research and development tax credits | (650,000) | (660,000) | (1,425,000) |
Changes in fair value of convertible notes payable and common stock warrant liability | 19,308,000 | 9,577,000 | |
Accrued interest on convertible notes payable | 944,000 | 152,000 | |
Stock-based compensation expense | 287,000 | 358,000 | 191,000 |
Increase in valuation allowance | 8,789,000 | 8,716,000 | 11,622,000 |
Expiration of state net operating losses | 692,000 | 450,000 | 677,000 |
Other | 225,000 | $ 2,000 | $ (19,000) |
Provision for income taxes | $ 0 |
Income Taxes (Details 1) (Paren
Income Taxes (Details 1) (Parenthetical) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax rate | 34.00% | 34.00% | 34.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Net Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 71,057 | $ 62,738 |
Research and development credits | 7,541 | 6,891 |
Amortization | 5,020 | 5,737 |
Stock-based compensation expense | 5,654 | 5,085 |
Depreciation | 398 | 366 |
Accrued operating expenses | 66 | 64 |
Other | 395 | 459 |
Deferred Tax Assets | 90,131 | 81,340 |
Valuation Allowance | $ (90,131) | $ (81,340) |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Gross Unrecognized Tax Benefits: | ||
Balance at beginning of year | $ 2,734,000 | $ 2,490,000 |
Additions (reductions) for prior year tax positions | 138,000 | (15,000) |
Additions for current year tax positions | 1,426,000 | 259,000 |
Balance at end of year | $ 4,298,000 | $ 2,734,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | Jan. 02, 2015 | May. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Stock-Based Compensation | ||||||
Vesting periods | 4 years | |||||
Granted (in shares) | 2,152,500 | 637,000 | 589,500 | |||
Additional information related to fair values of options granted | ||||||
Weighted average grant date fair value (in dollars per share) | $ 2.40 | |||||
Share-based Compensation Award, Tranche One | ||||||
Stock-Based Compensation | ||||||
Vesting percentage | 25.00% | |||||
Share-based Compensation Award, Tranche Two | ||||||
Stock-Based Compensation | ||||||
Vesting percentage | 75.00% | |||||
Equity awards to employees | ||||||
Stock-Based Compensation | ||||||
Term of options granted under the plan | 10 years | |||||
Granted (in shares) | 316,000 | |||||
Equity awards to consultants | ||||||
Stock-Based Compensation | ||||||
Granted (in shares) | 0 | 110,000 | 100,000 | |||
Additional information related to fair values of options granted | ||||||
Minimum risk-free interest rate (as a percent) | 1.70% | |||||
Maximum risk-free interest rate (as a percent) | 2.80% | |||||
Minimum assumed expected volatility (as a percent) | 56.00% | |||||
Maximum assumed expected volatility (as a percent) | 59.00% | |||||
Expected life | 8 years 11 months 9 days | 9 years 5 months 12 days | ||||
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | |||
Total fair value of options vested during the year | $ 27,000 | $ 116,000 | $ 40,000 | |||
Weighted average grant date fair value (in dollars per share) | $ 1.92 | $ 2.84 | ||||
2010 Equity Incentive Plan | ||||||
Stock-Based Compensation | ||||||
Number of shares added in reserve | 1,005,893 | |||||
Total number of shares in reserve with additional shares under the Plan | 7,885,945 | |||||
Term of options granted under the plan | 10 years | |||||
Vesting periods | 4 years | |||||
Tax benefits from stock based compensation | $ 0 | |||||
2010 Equity Incentive Plan | Restricted stock | ||||||
Stock-Based Compensation | ||||||
Shares of restricted stock awarded | 0 | 0 | 87,500 | |||
Annual vesting percent | 25.00% | |||||
2010 Equity Incentive Plan | Restricted stock units | ||||||
Stock-Based Compensation | ||||||
Number of shares awarded | 160,000 | 824,200 | ||||
Employee share of common stock upon vesting | 1 | |||||
Shares of restricted stock vested | 0 | |||||
Shares of restricted stock cancelled | 0 | |||||
Maximum | Equity awards to employees | ||||||
Stock-Based Compensation | ||||||
Vesting periods | 30 months | |||||
Maximum | Equity awards to consultants | ||||||
Additional information related to fair values of options granted | ||||||
Expected life | 10 years | |||||
Maximum | 2010 Equity Incentive Plan | ||||||
Stock-Based Compensation | ||||||
Increment in the number of shares reserved under the Plan annually (as a percent) | 3.00% | |||||
Maximum | 2010 Equity Incentive Plan | Restricted stock units | ||||||
Stock-Based Compensation | ||||||
Vesting periods | 30 months | |||||
Weighted Average | Equity awards to employees | ||||||
Stock-Based Compensation | ||||||
Vesting periods | 18 months 9 days | |||||
Weighted Average | 2010 Equity Incentive Plan | Restricted stock units | ||||||
Stock-Based Compensation | ||||||
Vesting periods | 23 months | |||||
Minimum | Equity awards to employees | ||||||
Stock-Based Compensation | ||||||
Vesting periods | 9 months | |||||
Minimum | Equity awards to consultants | ||||||
Additional information related to fair values of options granted | ||||||
Expected life | 5 years | |||||
Minimum | 2010 Equity Incentive Plan | Restricted stock units | ||||||
Stock-Based Compensation | ||||||
Vesting periods | 21 months |
Stock-Based Compensation (Det42
Stock-Based Compensation (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Options Outstanding | |||
Balance at the beginning of period (in shares) | 4,243,425 | 4,046,650 | 3,550,000 |
Granted (in shares) | 2,152,500 | 637,000 | 589,500 |
Cancelled (in shares) | (232,292) | (180,500) | (42,500) |
Exercised (in shares) | (251,208) | (259,725) | (50,350) |
Balance at the end of period (in shares) | 5,912,425 | 4,243,425 | 4,046,650 |
Exercisable at end of year (in shares) | 3,796,425 | ||
Vested at end of year (in shares) | 3,320,194 | ||
Vested and Expected to vest at the end of period (in shares) | 5,857,193 | ||
Weighted Average Exercise Price | |||
Balance at the beginning of period (in dollars per share) | $ 7.01 | $ 7.15 | $ 7.30 |
Granted (in dollars per share) | 4.50 | 3.53 | 5.36 |
Cancelled (in dollars per share) | 2.85 | 6.61 | 2 |
Exercised (in dollars per share) | 2.27 | 0.95 | 0.61 |
Balance at the end of period (in dollars per share) | 6.46 | $ 7.01 | $ 7.15 |
Exercisable at end of year (in dollars per share) | 7.55 | ||
Vested at end of year (in dollars per share) | 7.98 | ||
Vested and Expected to vest at the end of period (in dollars per share) | $ 6.34 | ||
Weighted Average Remaining Contractual Term | |||
Balance at end of year | 6 years 6 months | ||
Exercisable at end of year | 5 years 5 months 12 days | ||
Vested at end of year | 5 years 3 months 29 days | ||
Vested and Expected to vest at the end of period | 7 years 15 days | ||
Aggregate Intrinsic Value | |||
Balance at end of year (in dollars) | $ 7,873,000 | ||
Exercisable at end of year (in dollars) | 4,341,000 | ||
Vested at end of year (in dollars) | 3,574,000 | ||
Vested and Expected to vest at the end of period (in dollars) | $ 7,782,000 |
Stock-Based Compensation (Det43
Stock-Based Compensation (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Options Outstanding | |||
Balance at the beginning of the period (in shares) | 1,078,679 | ||
Granted (in shares) | 2,152,500 | 637,000 | 589,500 |
Vested (in shares) | (531,656) | ||
Forfeited (in shares) | (107,292) | ||
Balance at the end of the period (in shares) | 2,592,231 | 1,078,679 | |
Weighted Average Grant Date Fair Value | |||
Balance at the beginning of the period (in dollars per share) | $ 2.64 | ||
Weighted average grant date fair value (in dollars per share) | 2.40 | ||
Vested (in dollars per share) | 2.79 | ||
Forfeited (in dollars per share) | 1.90 | ||
Balance at the end of the period (in dollars per share) | $ 2.44 | $ 2.64 |
Stock-Based Compensation (Det44
Stock-Based Compensation (Details 3) - Equity awards to employees - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Stock-Based Compensation: | |||
Total stock-based compensation | $ 3,407,000 | $ 3,426,000 | $ 4,034,000 |
Unrecognized compensation cost | $ 7,910,000 | ||
Unrecognized compensation cost related to unvested employee options, period for recognition | 1 year 11 months 5 days | ||
Research and development expense | |||
Employee Stock-Based Compensation: | |||
Total stock-based compensation | $ 1,502,000 | 1,142,000 | 1,069,000 |
General and administrative expense | |||
Employee Stock-Based Compensation: | |||
Total stock-based compensation | $ 1,905,000 | $ 2,284,000 | $ 2,965,000 |
Stock-Based Compensation (Det45
Stock-Based Compensation (Details 4) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Additional information related to fair values of options granted | |||
Weighted average grant date fair value (in dollars per share) | $ 2.40 | ||
Employee Stock Option | |||
Additional information related to fair values of options granted | |||
Risk-free interest rate (as a percent) | 1.80% | 2.20% | 1.40% |
Expected volatility of common stock (as a percent) | 55.60% | 59.30% | 60.10% |
Expected life | 6 years 1 month 28 days | 6 years 1 month 21 days | 6 years 3 months |
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Weighted average grant date fair value (in dollars per share) | $ 2.40 | $ 1.98 | $ 2.95 |
Intrinsic value of options exercised | $ 511,000 | $ 553,000 | $ 231,000 |
Total fair value of options vested during the year | $ 1,429,000 | $ 3,546,000 | $ 3,809,000 |
Equity awards to consultants | |||
Additional information related to fair values of options granted | |||
Risk-free interest rate (as a percent) | 2.20% | 3.00% | |
Expected volatility of common stock (as a percent) | 57.20% | 59.40% | |
Expected life | 8 years 11 months 9 days | 9 years 5 months 12 days | |
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Weighted average grant date fair value (in dollars per share) | $ 1.92 | $ 2.84 | |
Total fair value of options vested during the year | $ 27,000 | $ 116,000 | $ 40,000 |
Stock-Based Compensation (Det46
Stock-Based Compensation (Details 5) - Equity awards to consultants - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Additional information related to fair values of options granted | |||
Total stock-based compensation | $ 27 | $ 90 | $ 56 |
Research and development expense | |||
Additional information related to fair values of options granted | |||
Total stock-based compensation | 69 | 9 | |
General and administrative expense | |||
Additional information related to fair values of options granted | |||
Total stock-based compensation | $ 27 | $ 21 | $ 47 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Retirement Plan | |||
Matching contributions equal to the percentage of the employee's contribution | 25.00% | ||
Employer matching contribution, (as a percent) | 4.00% | ||
Contributions by employer | $ 42,000 | $ 46,000 | $ 52,000 |
Commitments and Contingencies48
Commitments and Contingencies (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)$ / item | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Commitment And Contingencies [Line Items] | |||
Annual licensing payment | $ 175,000 | ||
Other payments of royalty agreement occur during commercialization | 950,000 | ||
Contingent license fee payable only upon a change in ownership of licensee | $ 350,000 | ||
Contract cancelable period with written notice | 30 days | ||
Minimum future payments on contracts | $ 86,000 | ||
Operating Lease Extended Term | 5 years | ||
Leasehold improvements allowance and credit | $ 523,000 | ||
Rent abatement | 136,000 | ||
Deferred rent recorded in long-term liability | 363,000 | ||
Deferred rent recorded in Current liability | 163,000 | ||
Rent expense | $ 794,000 | $ 683,000 | $ 666,000 |
Minimum | |||
Commitment And Contingencies [Line Items] | |||
Royalty payment per unit (in dollar per unit) | $ / item | 25 | ||
Maximum | |||
Commitment And Contingencies [Line Items] | |||
Royalty payment per unit (in dollar per unit) | $ / item | 100 | ||
License provisions for escalating minimum royalties | $ 2,200,000 | ||
Milestone amounts paid to the licensors (as a percent) | 40.00% | ||
Annual payments to extend filing periods related to certain technology | $ 300,000 |
Commitments and Contingencies49
Commitments and Contingencies (Details 2) $ in Thousands | Dec. 31, 2015USD ($) |
Minimum Lease Payments: | |
Year ending December 31, 2016 | $ 690 |
Year ending December 31, 2017 | 711 |
Year ending December 31, 2018 | 60 |
Total minimum lease payments | $ 1,461 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Minimum | ||||
Related Party Transaction | ||||
Ownership percentage of outstanding securities required to be considered as related party | 5.00% | |||
Director | ||||
Related Party Transaction | ||||
Related party transaction expenses | $ 15,000 | $ 73,000 | $ 0 | |
Accrued expenses due to related parties | $ 73,000 | |||
Amount paid for services | $ 88,000 |
Selected Quarterly Financial 51
Selected Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Loss from operations | $ (7,262) | $ (6,222) | $ (5,633) | $ (4,853) | $ (5,413) | $ (4,446) | $ (4,832) | $ (7,272) | $ (23,970) | $ (21,963) | $ (27,943) |
Loss on issuance of convertible notes and warrants | (15,627) | (15,627) | |||||||||
Gain (loss) on change in fair values | (22,477) | (28,180) | 11,970 | (18,101) | (12,542) | (56,788) | (12,542) | ||||
Net income (loss) | $ (30,223) | $ (34,868) | $ 5,854 | $ (23,357) | $ (34,531) | $ (4,397) | $ (4,833) | $ (7,276) | $ (82,594) | $ (51,037) | $ (27,922) |
Net loss per common share, basic and diluted | $ (1.03) | $ (0.13) | $ (0.14) | $ (0.22) | $ (2.38) | $ (1.53) | $ (0.84) | ||||
Net income (loss) per common share, basic | $ (0.81) | $ (1.04) | $ 0.17 | $ (0.70) | (2.38) | ||||||
Net loss per common share, diluted | $ (0.81) | $ (1.04) | $ (0.12) | $ (0.70) | $ (2.38) |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) | Feb. 12, 2016 | Feb. 11, 2016 | Oct. 02, 2015 | Nov. 14, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding | 38,155,986 | 33,529,778 | ||||
Original redemption date | Jan. 14, 2017 | |||||
Market trading price | $ 0.60 | |||||
Consecutive trading days | 20 days | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Warrant Exercises | $ 11,407,000 | |||||
Common stock, shares outstanding | 42,530,986 | |||||
Warrants outstanding | 0 | |||||
Extended redemption date | Jun. 30, 2017 | |||||
Warrants to purchase common stock | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Warrant Exercises | $ 9,506,000 | |||||
Warrant exercised | 4,375,000 | |||||
Warrants to purchase common stock | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Warrant exercised | 4,375,000 |