Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended |
Apr. 30, 2015 | |
Document And Entity Information | |
Entity Registrant Name | BioPharmX Corp |
Entity Central Index Key | 1504167 |
Document Type | S-1 |
Document Period End Date | 30-Apr-15 |
Amendment Flag | TRUE |
Amendment Description | Amendment 4 |
Entity Filer Category | Smaller Reporting Company |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jan. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | |||
Cash | $1,305,000 | $2,111,000 | $3,000 |
Accounts receivable | 1,000 | 2,000 | |
Inventory | 160,000 | 138,000 | |
Prepaid expenses and other current assets | 239,000 | 269,000 | 36,000 |
Total current assets | 1,705,000 | 2,520,000 | 39,000 |
Property and equipment, net | 234,000 | 235,000 | 32,000 |
Intangible assets | 149,000 | 150,000 | 150,000 |
Other assets | 50,000 | 50,000 | 150,000 |
Restricted cash | 35,000 | 35,000 | |
Total assets | 2,173,000 | 2,990,000 | 371,000 |
Current liabilities: | |||
Accounts payable | 1,152,000 | 486,000 | 229,000 |
Accrued liabilities | 4,000 | 426,000 | 198,000 |
Payroll liabilities | 128,000 | 199,000 | 64,000 |
Deferred rent | 49,000 | 51,000 | 65,000 |
Deferred revenue | 6,000 | 6,000 | |
Related party payables | 218,000 | 199,000 | 125,000 |
Convertible notes, short-term | 90,000 | ||
Total current liabilities | 1,557,000 | 1,367,000 | 771,000 |
Convertible notes payable | 938,000 | ||
Other long-term liabilities | 32,000 | ||
Total liabilities | 1,557,000 | 1,367,000 | 1,741,000 |
Commitments and contingencies (Note 12) | |||
Stockholders' deficit: | |||
Common stock, $0.001 par value; 90,000,000 shares authorized; 11,415,416, 11,375,311 and 7,025,000 shares issued and outstanding at January 31, 2015, December 31, 2014 and 2013, respectively | 11,000 | 11,000 | 7,000 |
Additional paid in capital | 4,416,000 | 4,372,000 | 306,000 |
Accumulated deficit | -10,634,000 | -9,490,000 | -1,683,000 |
Total stockholders' deficit | -6,207,000 | -5,107,000 | -1,370,000 |
Total liabilities, convertible redeemable preferred stock and stockholder's deficit | 2,173,000 | 2,990,000 | 371,000 |
Series A Convertible Redeemable Preferred Stock | |||
Current liabilities: | |||
Series A convertible redeemable preferred stock, $0.001 par value; 10,000,000 shares authorized; 4,207,987, 4,207,987 and no shares issued and outstanding at January 31, 2015, December 31, 2014, and 2013, respectively (liquidation preference of $8.0 million as of January 31, 2015) | $6,823,000 | $6,730,000 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, except Share data, unless otherwise specified | ||||
Common stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | 90,000,000 | 90,000,000 | 90,000,000 | 90,000,000 |
Common stock, issued | 12,026,994 | 11,415,416 | 11,375,311 | 7,025,000 |
Common stock, shares outstanding | 12,026,994 | 11,415,416 | 11,375,311 | 7,025,000 |
Series A Convertible Redeemable Preferred Stock | ||||
Par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 |
Shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Shares issued | 4,207,987 | 4,207,987 | 4,207,987 | 0 |
Shares outstanding | 4,207,987 | 4,207,987 | 4,207,987 | 0 |
Liquidation preference | $8.10 | $8 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 1 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jan. 31, 2015 | Dec. 31, 2014 |
Consolidated Statements of Operations and Comprehensive Loss | ||
Net revenues | $1 | |
Cost of net revenues | 1 | |
Operating expenses: | ||
Research and development | 365 | 2,519 |
Sales and marketing | 378 | 2,299 |
General and administrative | 401 | 2,953 |
Total operating expenses | 1,144 | 7,771 |
Loss from operations | -1,144 | -7,771 |
Other Income | 40 | |
Interest expense, net | 76 | |
Net and comprehensive loss | -1,144 | -7,807 |
Accretion on Series A convertible redeemable preferred stock | -43 | -163 |
Deemed dividend on Series A convertible redeemable preferred stock | -50 | -159 |
Net loss available to common stockholders | ($1,237) | ($8,129) |
Basic and diluted net loss per share | ($0.11) | ($0.80) |
Shares used in computing basic and diluted net loss per share | 11,408,000 | 10,217,000 |
Consolidated_Statements_of_Con
Consolidated Statements of Convertible Redeemable Preferred Stock and Stockholders' Deficit (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance Beginning, Amount at Dec. 31, 2012 | $7,000 | $42,000 | ($95,000) |
Balance Beginning, Shares at Dec. 31, 2012 | 7,400,000 | ||
Repurchase of common stock (in shares) | -375,000 | ||
Stock-based compensation | 58,000 | ||
Issuance of convertible notes payable with beneficial conversion feature | 206,000 | ||
Net and comprehensive loss | -1,588,000 | ||
Balance Ending, Amount at Dec. 31, 2013 | 7,000 | 306,000 | -1,683,000 |
Balance Ending, Shares at Dec. 31, 2013 | 7,025,000 | ||
Interest on preferred stock | -159,000 | ||
Accretion of stock issuance costs | -163,000 | ||
Stock-based compensation | 1,193,000 | ||
Thompson Designs, Inc. common stock assumed in conjunction with Share Exchange | 2,000 | -2,000 | |
Thompson Designs, Inc. common stock assumed in conjunction with Share Exchange (in shares) | 2,000,000 | ||
Issuance of convertible notes payable with beneficial conversion feature | 204,000 | ||
Issuance of common stock due to exercise of options and release of awards | 1,000 | 98,000 | |
Issuance of common stock due to exercise of options and release of awards (in shares) | 824,310 | ||
Issuance of warrants to non-employees | 204,000 | ||
Conversion of convertible notes payable to common stock | 1,000 | 1,846,000 | |
Conversion of convertible notes payable to common stock (in shares) | 1,526,001 | ||
Issuance of preferred stock and related warrants | 845,000 | ||
Net and comprehensive loss | -7,807,000 | ||
Balance Ending, Amount at Dec. 31, 2014 | 11,000 | 4,372,000 | -9,490,000 |
Balance Ending, Shares at Dec. 31, 2014 | 11,375,311 | ||
Interest on preferred stock | -50,000 | ||
Accretion of stock issuance costs | -43,000 | ||
Stock-based compensation | 99,000 | ||
Issuance of common stock due to exercise of options and release of awards | 38,000 | ||
Issuance of common stock due to exercise of options and release of awards (in shares) | 40,105 | ||
Net and comprehensive loss | -1,144,000 | ||
Balance Ending, Amount at Jan. 31, 2015 | $11,000 | $4,416,000 | ($10,634,000) |
Balance Ending, Shares at Jan. 31, 2015 | 11,415,416 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 1 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash flows from operating activities: | |||
Net loss | ($364) | ($7,807) | ($1,588) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation expense | 11 | 1,193 | 58 |
Depreciation expense | 25 | 5 | |
Warrants issued for services provided | 99 | ||
Noncash interest expense | 12 | 76 | 74 |
Changes in assets and liabilities: | |||
Accounts receivable | -2 | ||
Inventories | -138 | ||
Prepaid expenses and other assets | -21 | -133 | -184 |
Accounts payable | 36 | 257 | 446 |
Accrued expenses and other liabilities | -20 | 214 | |
Payroll liabilities | -39 | 135 | |
Deferred revenue | 6 | ||
Related party payables | 1 | 74 | 109 |
Net cash used in operating activities | -384 | -6,001 | -1,080 |
Cash flows from investing activities: | |||
Change in restricted cash | -35 | ||
Purchases of property and equipment | -8 | -228 | -25 |
Purchase of intellectual property | -60 | ||
Net cash used in investing activities | -8 | -263 | -85 |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 99 | ||
Net proceeds from issuance of convertible redeemable preferred stock and common stock warrants | 7,253 | ||
Proceeds from issuance of convertible notes payable | 749 | 1,020 | 1,030 |
Net cash provided by financing activities | 749 | 8,372 | 1,030 |
Net increase decrease in cash | 357 | 2,108 | -135 |
Cash at beginning of year | 3 | 3 | 138 |
Cash at end of year | 360 | 2,111 | 3 |
Non-cash investing and financing activities: | |||
Intellectual assets purchase accrued | 90 | ||
Conversion of convertible notes payable to common stock | 1,847 | ||
Fair value of beneficial conversion feature issued in connection with convertible notes payable | 148 | 204 | 206 |
Convertible Debt Warrant | |||
Non-cash investing and financing activities: | |||
Issuance of common stock warrants | $105 |
Change_in_Fiscal_Year_End
Change in Fiscal Year End | 1 Months Ended |
Jan. 31, 2015 | |
Change in Fiscal Year End | |
CHANGE IN FISCAL YEAR END | 1. CHANGE IN FISCAL YEAR END |
On March 26, 2015, the board of directors of BioPharmX Corporation approved a change in the Company's fiscal year end from December 31 to January 31, beginning January 31, 2015. Corresponding results for the years ended December 31, 2014 and 2013 are both for twelve-month periods. In addition, the consolidated statements of operations and comprehensive loss and cashflows also include an unaudited one-month period ended January 31, 2014. | |
Formation_and_Business_of_the_
Formation and Business of the Company | 1 Months Ended |
Jan. 31, 2015 | |
Formation and Business of the Company | |
FORMATION AND BUSINESS OF THE COMPANY | 2. FORMATION AND BUSINESS OF THE COMPANY |
Description of Business | |
BioPharmX Corporation is incorporated under the laws of the state of Delaware and originally incorporated on August 30, 2010 in Nevada under the name Thompson Designs, Inc. The Company has only one wholly owned subsidiary, BioPharmX, Inc. a Nevada corporation. | |
The Company is a specialty pharmaceutical company focused on utilizing our proprietary drug delivery technologies to develop and commercialize novel prescription and over-the-counter, or OTC, products that address large markets in women's health and dermatology. The Company's objective is to develop products that treat health or age-related conditions that (1) are not presently being addressed or treated at all or (2) are currently treated with drug therapies or drug delivery approaches that are suboptimal. The Company's strategy is designed to bring new products to market by identifying optimal delivery mechanisms and/or alternative applications for FDA-approved active pharmaceutical ingredients, or APIs, while in appropriate circumstances, reducing the time, cost and risk typically associated with new product development by repurposing drugs with demonstrated safety profiles taking advantage of the regulatory approval pathway under Section 505(b)(2) of the Federal Food, Drug and Cosmetic Act, or FDC Act available for repurposed/reformulated drugs. The Company believes the 505(b)(2) regulatory pathway may reduce drug development risk and could reduce the time and resources it spends during development. | |
Since the Company's inception, substantially all of the Company's efforts have been devoted to developing its product candidates, including conducting preclinical and clinical trials and providing general and administrative support for its operations. The Company commercially launched its breast health supplement at the end of 2014, although to-date the Company has generated a de minimis amount of revenue from product sales and the Company is not dependent on sales to any one customer. The Company has financed its operations primarily through the sale of equity securities and convertible debt securities from which it raised $9.6 million of net cash from its inception through January 31, 2015. | |
Share Exchange | |
On January 23, 2014, the Company (then operating as Thompson Designs, Inc.), BioPharmX, Inc. and stockholders of BioPharmX, Inc., who collectively owned 100% of BioPharmX, Inc., entered into and consummated transactions pursuant to a share exchange agreement, such transaction referred to as the Share Exchange, whereby the Company issued to the stockholders of BioPharmX, Inc. an aggregate of 7,025,000 shares of its common stock, in exchange for 100% of the shares of BioPharmX, Inc. The shares of the Company's common stock received by the stockholders of BioPharmX, Inc. in the Share Exchange constituted approximately 77.8% of our then issued and outstanding common stock, after giving effect to the issuance of shares pursuant to the share exchange agreement. As a result of the Share Exchange, BioPharmX, Inc. became the Company's wholly-owned subsidiary. For accounting purposes, the Share Exchange was treated as a reverse acquisition with BioPharmX, Inc. as the acquirer and the Company as the acquired party, and as a result the historical financial statements prior to the Share Exchange included in this prospectus and registration statement are the historical financial statements of BioPharmX, Inc. On March 3, 2014, the Company changed its name to BioPharmX Corporation. On May 16, 2014, the Company reincorporated from Nevada to Delaware. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 1 Months Ended | |||||||||||||
Jan. 31, 2015 | ||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||
Basis of Presentation and Principles of Consolidation | ||||||||||||||
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). The accompanying financial statements include the accounts of BioPharmX and our wholly-owned subsidiary. All intercompany transactions have been eliminated in consolidation. | ||||||||||||||
Use of Estimates | ||||||||||||||
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. On an ongoing basis, management evaluates its significant accounting policies or estimates. The Company bases its estimates on historical experience and on various market specific and other relevant assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates and such differences may be material to the financial statements. | ||||||||||||||
Reclassification | ||||||||||||||
Certain prior year amounts have been reclassified to conform to the current year presentation. The amounts for the prior periods have been reclassified to be consistent with the current year presentation and have no impact on previously reported total assets, total stockholders' deficit or net loss. | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Carrying amounts of certain of the Company's financial instruments, including cash, prepaid and other current assets, accounts payable and accrued expenses and related party payables approximate fair value due to their short maturities. Based on borrowing rates currently available to the Company for loans with similar terms, the carrying value of the convertible notes payable approximates fair value. | ||||||||||||||
Inventory | ||||||||||||||
Inventory is stated at the lower of cost or market. Cost is determined using the standard cost method which approximates actual cost on a first-in, first-out basis. Market value is determined as the lower of replacement cost or net realizable value. The Company regularly reviews inventory quantities in consideration of actual loss experiences, projected future demand, and remaining shelf life to record a provision for excess and obsolete inventory when appropriate. | ||||||||||||||
Shipping and Handling Costs | ||||||||||||||
Shipping and handling costs are expensed as incurred and are included in cost of revenue. | ||||||||||||||
Revenue Recognition | ||||||||||||||
The Company shipped its first product to a retailer in December 2014. The product, the VI2OLET iodine dietary supplement, is a new product in the dietary supplement field. Revenue is recognized provided that persuasive evidence of a sales arrangement exists, the price is fixed or determinable, title and risk of loss has transferred, calculability of the resulting receivable is reasonably assured, there are no customer acceptance requirements and the Company does not have any significant post-shipment obligations. The Company recognizes revenue on a sell through basis since the Company does not have the historical information to estimate product returns. As a result, the Company accounts for these product shipments using a deferred revenue recognition model. Under the deferred revenue recognition model, the Company does not recognize revenue upon product shipment. For these product shipments, the Company invoices the reseller, records deferred revenue at gross invoice sales price, and classifies the cost basis of the product held by the wholesaler as a component of inventory. The Company recognizes revenue when product is sold by the reseller to the end-user, on a first-in first-out (FIFO) basis. | ||||||||||||||
Property and Equipment | ||||||||||||||
Property, plant and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method. Repairs and maintenance costs are expensed as incurred. Estimated useful lives in years are as follows: | ||||||||||||||
Description | Estimated | |||||||||||||
Useful Life | ||||||||||||||
Furniture | 5 and 7 | |||||||||||||
Laboratory and manufacturing equipment | 5 | |||||||||||||
Computer & network equipment | 3 | |||||||||||||
Software | 3 | |||||||||||||
Intangible Assets | ||||||||||||||
Intangible assets with finite useful lives are amortized over their estimated useful lives. Intangible assets with finite useful lives are reviewed for impairment when facts or circumstances suggest that the carrying value of these assets may not be recoverable. | ||||||||||||||
The intangible assets were acquired in March 2013 in connection with the collaboration and license agreement with Iogen LLC detailed in Note 12. Amortization of the intangible assets commenced in January 2015 with the first recognition of revenue related to VI2OLET and is being taken on a straight-line basis over 5 years. Although VI2OLET was launched through online stores in December 2014, the Company determined the criteria for revenue recognition had not been met until sell through to the end customer as discussed in the revenue recognition section in Note 3. | ||||||||||||||
Identifiable intangible assets were as follows (in thousands): | ||||||||||||||
As of January 31, 2015 | ||||||||||||||
Estimated | Gross | Accumulated | Net | |||||||||||
Useful Life | Value | Amortization | Value | |||||||||||
Intangible assets | 5 years | $ | 150 | $ | (1 | ) | $ | 149 | ||||||
| | | | | | | | | | | | | ||
| | | | | | | | | | | | | ||
During the one-month period ended January 31, 2015, $1,000 of amortization was expensed to costs of net revenues. As of January 31, 2015, the estimated aggregate future amortization expense in future years is as follows (in thousands): | ||||||||||||||
Years ending January 31: | ||||||||||||||
2016 | $ | 30 | ||||||||||||
2017 | 30 | |||||||||||||
2018 | 30 | |||||||||||||
2019 | 30 | |||||||||||||
2020 | 29 | |||||||||||||
| | | | | ||||||||||
Total | $ | 149 | ||||||||||||
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| | | | | ||||||||||
Impairment of Long-Lived Assets | ||||||||||||||
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, management determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset's carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. The Company has not identified any such impairment losses to date. | ||||||||||||||
Income Taxes | ||||||||||||||
The Company accounts for income taxes using the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established to reduce deferred tax assets when management estimates, based on available objective evidence, that it is more likely than not that the benefit will not be realized for the deferred tax assets. | ||||||||||||||
The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the date of adoption of accounting for uncertain tax positions there was no accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the year. | ||||||||||||||
Comprehensive Loss | ||||||||||||||
Comprehensive loss is the changes in equity of an enterprise, except those resulting from stockholder transactions. Accordingly, comprehensive loss includes certain changes in equity that are excluded from net loss. For the months ended January 31, 2015 and 2014 and the years ended December 31, 2014 and 2013, the Company's comprehensive loss is equal to the net loss. There were no components of other comprehensive loss for any of the periods presented. | ||||||||||||||
Research and Development Expenses | ||||||||||||||
Research and development expenses are expensed as incurred and consist primarily of personnel costs, including salaries, benefits and stock-based compensation, clinical studies performed by contract research organizations (CROs), materials and supplies and overhead allocations consisting of various and facilities-related costs. | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
The Company recognizes stock-based compensation for awards granted to employees on a straight-line basis over the requisite service period, usually the vesting period, based on the grant-date fair value using the Black-Scholes pricing model. | ||||||||||||||
The Company records stock-based compensation expense for awards granted to non-employees, excluding non-employee directors, based upon the estimated then-current fair value of the equity instrument using the Black-Scholes pricing model. The Company charges the value of the equity instrument to the Consolidated Statements of Operations and Comprehensive Loss over the term of the service agreement and the unvested shares underlying the option are subject to periodic revaluation over the remaining vesting period. | ||||||||||||||
Advertising Expenses | ||||||||||||||
The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses were $90,000, $2,000 (unaudited), $68,000 and $7,000 in the months ended January 31, 2015 and 2014 and the years ended December 31, 2014 and 2013, respectively. | ||||||||||||||
Net Loss Per Share Attributable to BioPharmX Common Stockholders | ||||||||||||||
The following table is a reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share attributable to BioPharmX common stockholders: | ||||||||||||||
Month ended January 31, | Year ended December 31, | |||||||||||||
2015 | 2014 | 2014 | 2013 | |||||||||||
(Unaudited) | ||||||||||||||
Numerator: | ||||||||||||||
Net loss available to BioPharmX common stockholders (in thousands) | $ | (1,237 | ) | $ | (364 | ) | $ | (8,129 | ) | $ | (1,588 | ) | ||
Denominator: | ||||||||||||||
Weighted-avarage shares of common stock outstanding used in the calculation of basic net income per share attributable to BioPharmX common stockholders | 11,408,000 | 7,750,000 | 10,217,000 | 7,119,000 | ||||||||||
Effect of dilutive securities: | ||||||||||||||
Stock options and equivalents | — | — | — | — | ||||||||||
Convertible redeemable preferred stock | — | — | — | — | ||||||||||
| | | | | | | | | | | | | | |
Weighted-avarage shares of common stock outstanding used in the calculation of diluted net income per share attributable to BioPharmX common stockholders | 11,408,000 | 7,750,000 | 10,217,000 | 7,119,000 | ||||||||||
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Basic net loss per share attributable to BioPharmX common stockholders is calculated based on the weighted-average number of shares of our common stock outstanding during the period. Diluted net loss per share attributable to BioPharmX common stockholders is calculated based on the weighted-average number of shares of our common stock outstanding and other dilutive securities outstanding during the period. The potential dilutive shares of our common stock resulting from the assumed exercise of outstanding stock options and the assumed conversion of convertible notes are determined under the treasury stock method. | ||||||||||||||
The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been antidilutive: | ||||||||||||||
Month ended | Year ended December 31, | |||||||||||||
January 31, | ||||||||||||||
2015 | 2014 | 2014 | 2013 | |||||||||||
(Unaudited) | ||||||||||||||
Convertible redeemable preferred stock | 4,207,987 | — | 4,207,987 | — | ||||||||||
Stock options and awards to purchase common stock | 2,882,585 | 2,606,000 | 2,802,690 | 2,606,000 | ||||||||||
Common stock warrants | 2,702,543 | — | 2,702,543 | — | ||||||||||
Recent Accounting Pronouncements | ||||||||||||||
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, (ASU 2014-09), which converges the FASB and the International Accounting Standards Board standards on revenue recognition. Areas of revenue recognition that will be affected include, but are not limited to, transfer of control, variable consideration, allocation of transfer pricing, licenses, time value of money, contract costs and disclosures. This guidance is effective for the fiscal years and interim reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact that the adoption of ASU 2014-09 will have on its consolidated financial statements and related disclosures. | ||||||||||||||
On June 10, 2014, the FASB issued ASU 2014-10, Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, (ASU 2014-10), which eliminates the definition of a development stage entity, eliminates the development stage presentation and disclosure requirements under Accounting Standards Codification, or ASC, 915 Development Stage Entities, or ASC 915, and amends provisions of existing variable interest entity guidance under ASC 810 Consolidation. As a result of the changes, entities which meet the former definition of a development stage entity will no longer be required to: (1) present inception-to-date information in the statements of income, cash flows, and stockholder equity; (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged; and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Furthermore, ASU 2014-10 clarifies disclosures about risks and uncertainties under ASC Topic 275, Risks and Uncertainties, that apply to companies that have not commenced planned principal operations. Finally, variable interest entity rules no longer contain an exception for development stage entities and, as a result, development stage entities will have to be evaluated for consolidation in the same manner as non-development stage entities. | ||||||||||||||
Under ASU 2014-10, entities are no longer required to apply the presentation and disclosure provisions of ASC 915 during annual periods beginning after December 15, 2014. In addition, the revisions to the consolidation standards are effective for annual periods beginning after December 15, 2015. Early adoption is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued. | ||||||||||||||
The Company has adopted ASU 2014-10 effective as of its issuance date. Adoption of this standard had no impact on its financial position, results of operations, or cash flows; however, the presentation of the consolidated financial statements and related disclosures in the notes to the consolidated financial statements has been changed to eliminate the disclosures that are no longer required. | ||||||||||||||
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (ASU 2014-15). This standard includes guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern within one year after the financial statements are issued. If conditions or events raise substantial doubt, the entity must disclose the conditions or events that raise substantial doubt about the entity's ability to continue as a going concern, management's evaluation of those conditions or events, and management's plans to mitigate the conditions or events. This update is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2014-15 will have on its consolidated financial statements and related disclosures. | ||||||||||||||
The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the consolidated financial statements as a result of future adoption. | ||||||||||||||
Going_Concern_Considerations_a
Going Concern Considerations and Management's Plan | 1 Months Ended | 3 Months Ended | |||
Jan. 31, 2015 | Apr. 30, 2015 | ||||
Going Concern Considerations and Management's Plan | |||||
GOING CONCERN CONSIDERATIONS AND MANAGEMENT'S PLAN | 4. GOING CONCERN CONSIDERATIONS AND MANAGEMENT'S PLAN | 2. GOING CONCERN CONSIDERATIONS AND MANAGEMENT’S PLAN | |||
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred recurring losses and negative cash flows from operations since inception. The Company has not generated revenues and has funded its operating losses through the issuance of convertible notes payable and Series A convertible redeemable preferred stock ("Series A preferred stock"). The Company has a limited operating history and its prospects are subject to risks, expenses and uncertainties frequently encountered by companies in the industry. | |||||
The significant risks and uncertainties described herein could have a significant negative impact on the financial viability of BioPharmX and raise substantial doubt about the Company's ability to continue as a going concern. Management is working on the Company's business model to increase working capital by managing its cash flow, securing financing and introducing its first product to market. | The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred recurring losses and negative cash flows from operations since inception. The Company has generated de minimis revenues and has funded its operating losses through the issuance of convertible notes payable, Series A convertible redeemable preferred stock and warrants. | ||||
Risks include, but are not limited to, the uncertainty of availability of additional financing and the uncertainty of achieving future profitability. Management of the Company intends to raise additional funds through the issuance of equity securities. There can be no assurance that such financing will be available or on terms which are favorable to the Company. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending could have a material adverse effect on the Company's ability to achieve its intended business objectives. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not contain any adjustments that might result from the outcome of this uncertainty. | |||||
As shown in the accompanying consolidated financial statements, the Company incurred a net loss of $1.1 million and $364,000 (unaudited) during the months ended January 31, 2015 and 2014, respectively, and $7.8 million and $1.6 million during the years ended December 31, 2014 and 2013, respectively, and had an accumulated deficit of $10.6 million as of January 31, 2015. As of January 31, 2015, the Company had working capital of $148,000. While management of the Company believes that it has a plan to fund ongoing operations, there is no assurance that its plan will be successfully implemented. The Company is experiencing the following risks and uncertainties in the business: | The Company has a limited operating history and its prospects are subject to risks, expenses and uncertainties frequently encountered by companies in the industry. | ||||
The discovery of key raw materials to formulate novel products depends on the Company's ability to identify, negotiate and secure procurement of such materials. This also depends on the Company's ability to establish comprehensive and long term vendor contracts and relationships. | |||||
The Company's ability to compete and to achieve its product platform strategy depends on its ability to protect its proprietary discoveries and technologies. The Company currently relies on a combination of copyrights, trademarks, trade secret laws and confidentiality agreements to protect its intellectual property rights. The Company also relies upon unpatented know-how and continuing technological innovation. | The significant risks and uncertainties described herein could have a significant negative impact on the financial viability of the Company and raise substantial doubt about the Company’s ability to continue as a going concern. On April 9, 2015, the Company filed a registration statement on Form S-1 pursuant to the Securities Act of 1933, as amended (the “Registration Statement”), with the SEC in connection with the Offering for an aggregate offering amount of up to $20 million. Management is implementing a business model to increase working capital by managing its cash flow, securing financing and increasing revenue related to its first product. | ||||
The Company's continued operations are dependent upon its ability to identify, recruit and retain adequate management personnel and contractors to perform certain jobs such as research and development, patent generation, regulatory affairs and general administrative functions. The Company requires highly trained professionals of varying levels and experience along with a flexible work force. | |||||
The Company's ability to generate income in the short-run will depend greatly on the rate of adoption and ability to establish a market for the Company's VI2OLET iodine dietary supplement. | Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not contain any adjustments that might result from the outcome of this uncertainty. | ||||
Research and development for novel prescription or OTC based products can be very extensive and lengthy in nature; and the clinical trial process with the Food and Drug Administration can require significant funding and time consuming patient studies. The competitive landscape could change significantly over the time period to complete targeted product development milestones. The current competition for BioPharmX's products could also turn into strategic partners or potential acquirers in the future. | |||||
As shown in the accompanying condensed consolidated financial statements, the Company incurred a net loss of $3.6 million and $1.3 million during the three months ended April 30, 2015 and 2014, respectively, and had an accumulated deficit of $14.3 million as of April 30, 2015. As of April 30, 2015, the Company had a working capital deficit of $1.3 million. While management of the Company believes that it has a plan to fund ongoing operations, there is no assurance that its plan will be successfully implemented. The Company is experiencing the following risks and uncertainties in the business: | |||||
· | The discovery of key raw materials to formulate novel products depends on the Company’s ability to identify, negotiate and secure procurement of such materials. This also depends on the Company’s ability to establish comprehensive and long-term vendor contracts and relationships. | ||||
· | The Company’s ability to compete and to achieve its product platform strategy depends on its ability to protect its proprietary discoveries and technologies. The Company currently relies on a combination of copyrights, trademarks, trade secret laws and confidentiality agreements to protect its intellectual property rights. The Company also relies upon unpatented know-how and continuing technological innovation. | ||||
· | The Company’s continued operations are dependent upon its ability to identify, recruit and retain adequate management personnel and contractors to perform certain jobs, such as research and development, patent generation, regulatory affairs and general administrative functions. The Company requires highly trained professionals of varying levels and experience along with a flexible work force. | ||||
· | The Company’s ability to generate income in the short-run will depend greatly on the rate of adoption and ability to establish a market for the Company’s VI2OLET iodine dietary supplement. | ||||
· | Research and development for novel prescription or OTC based products can be very extensive and lengthy in nature, and the clinical trial process with the Food and Drug Administration can require significant funding and time consuming patient studies. The competitive landscape could change significantly over the time period to complete targeted product development milestones. The current competition for the Company’s products could also turn into strategic partners or potential acquirers in the future. | ||||
Fair_Value_Measurements
Fair Value Measurements | 1 Months Ended | |
Jan. 31, 2015 | ||
Fair Value Measurements | ||
FAIR VALUE MEASUREMENTS | 5. FAIR VALUE MEASUREMENTS | |
The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value. | ||
• | Level 1—Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Therefore, determining fair value for Level 1 investments generally does not require significant judgment, and the estimation is not difficult. | |
• | Level 2—Pricing is provided by third party sources of market information obtained through investment advisors. The Company does not adjust for or apply any additional assumptions or estimates to the pricing information received from its advisors. | |
• | Level 3—Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management's estimates of market participant assumptions. The determination of fair value for Level 3 instruments involves the most management judgment and subjectivity. | |
As of January 31, 2015, December 31, 2014 and 2013, the Company held no assets or liabilities with instrument valuations measured on a recurring basis. | ||
Inventory
Inventory | 1 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
Inventory | |||||||||||
INVENTORY | 6. INVENTORY | ||||||||||
Inventory at January 31, 2015, December 31, 2014 and 2013 consisted of the following (in thousands): | |||||||||||
December 31 | |||||||||||
January 31, | |||||||||||
2015 | 2014 | 2013 | |||||||||
Work in Process | $ | 61 | $ | 135 | $ | — | |||||
Finished Goods | 64 | 2 | — | ||||||||
Channel Inventory | 35 | 1 | — | ||||||||
| | | | | | | | | | | |
$ | 160 | $ | 138 | $ | — | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Property_and_Equipment
Property and Equipment | 1 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
Property and Equipment. | |||||||||||
PROPERTY AND EQUIPMENT | 7. PROPERTY AND EQUIPMENT | ||||||||||
Property and equipment, net at January 31, 2015, December 31, 2014 and 2013 consisted of the following (in thousands): | |||||||||||
December 31 | |||||||||||
January 31, | |||||||||||
2015 | 2014 | 2013 | |||||||||
Furniture and fixtures | $ | 18 | $ | 18 | $ | 11 | |||||
Lab equipment | 26 | 26 | 12 | ||||||||
Computers and equipment | 78 | 78 | 15 | ||||||||
Software | 144 | 144 | — | ||||||||
| | | | | | | | | | | |
266 | 266 | 38 | |||||||||
Less: accumulated depreciation | (32 | ) | (31 | ) | (6 | ) | |||||
| | | | | | | | | | | |
$ | 234 | $ | 235 | $ | 32 | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Depreciation expense for the months ended January 31, 2015 and 2014 and the years ended December 31, 2014 and 2013 was $1,000, $0 (unaudited), $25,000 and $5,000. | |||||||||||
Restricted_Cash
Restricted Cash | 1 Months Ended |
Jan. 31, 2015 | |
Restricted Cash | |
RESTRICTED CASH | 8. RESTRICTED CASH |
The Company has restricted cash in the amount of $35,000 held by Bank of America in a money market account to secure the credit line of the Company's credit cards. | |
Accrued_Liabilities
Accrued Liabilities | 1 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
Accrued Liabilities | |||||||||||
ACCRUED LIABILITIES | 9. ACCRUED LIABILITIES | ||||||||||
Accrued liabilities at January 31, 2015, December 31, 2014 and 2013 consisted of the following (in thousands): | |||||||||||
December 31, | |||||||||||
January 31, | |||||||||||
2015 | 2014 | 2013 | |||||||||
Marketing | $ | — | $ | 267 | $ | — | |||||
Legal | — | 80 | 89 | ||||||||
Production | — | 57 | — | ||||||||
Intellectual property | — | — | 90 | ||||||||
Other | 4 | 22 | 19 | ||||||||
| | | | | | | | | | | |
Total accrued liabilities | $ | 4 | $ | 426 | $ | 198 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Related_Party_Payables
Related Party Payables | 1 Months Ended | 3 Months Ended |
Jan. 31, 2015 | Apr. 30, 2015 | |
Related Party Payables | ||
RELATED PARTY PAYABLES | 10. RELATED PARTY PAYABLES | 4.RELATED PARTY PAYABLES |
Since inception, the founding executives of the Company have made advances to cover short-term operating expenses. Additionally, since the beginning of 2014 a portion of their compensation is being deferred and is included in this balance. These advances and deferred compensation are non-interest bearing. As of January 31, 2015, December 31, 2014 and 2013, related party payables were $218,000, $199,000 and $125,000, respectively. | ||
Since inception, the founding executives of the Company have made advances to cover short-term operating expenses. Additionally, since the beginning of 2014 a portion of their compensation has been deferred and is included in this balance. These advances and deferred compensation are non-interest bearing. | ||
LongTerm_Obligations
Long-Term Obligations | 1 Months Ended |
Jan. 31, 2015 | |
Long-Term Obligations | |
LONG-TERM OBLIGATIONS | 11. LONG-TERM OBLIGATIONS |
Financing Arrangements | |
In September and November 2012, the Company issued convertible notes payable ("Notes") to two individuals, respectively, in exchange for $200,000 in cash. These Notes carry an interest rate of 6% per annum and mature in September and November 2015, respectively, with principal and interest payable at maturity. | |
During the year ended December 31, 2013, the Company issued Notes to twelve individuals in exchange for $1.0 million in cash. These notes carry an interest rate of 6% per annum and mature between June 2014 and October 2016, with principal and interest payable at maturity. | |
During the first quarter of 2014, the Company issued convertible notes payable to thirteen individuals in exchange for $1.0 million in cash. The Notes carry an interest rate of 6% per annum and mature between January 2015 and March 2017, with principal and interest payable at maturity. | |
The Notes automatically convert into common stock upon the Company entering into a qualified preferred stock financing at 80% of the price per share at which such preferred stock is issued in such an offering. Additionally, there is a special conversion that at maturity, unless the Company repays all outstanding principal and interest, the Notes shall be automatically converted into a number of shares of common stock of the Company at 80% of the then fair market value per share. | |
As a result of this beneficial conversion feature, the Company recorded $0, $148,000 (unaudited), $204,000 and $206,000, as a debt discount during the months ended January 31, 2015 and 2014 and the years ended December 31, 2014 and 2013. The debt discount was amortized to interest expense over the term of the Notes using the effective interest rate method. The amortization expense related to the debt discount was $0, $12,000 (unaudited), $49,000 and $41,000 for the months ended January 31, 2015 and 2014 and the years ended December 31, 2014 and 2013, respectively. | |
During the year ended December 31, 2014, the Company completed a private placement (the "Private Placement") of shares of its Series A preferred stock and warrants to purchase common stock ("Warrants"). The Private Placement was consummated in a series of closings that occurred between April 2014 and November 2014. The Company sold to accredited investors and non-U.S. persons 4.2 million shares of Series A preferred stock at a per share price of $1.85 for total net proceeds of approximately $7.3 million and issued to the investors for no additional consideration the Warrants to purchase in the aggregate 2.0 million shares of the Company's common stock, at an exercise price of $3.70 per share pursuant to a series of subscription agreements. See Note 13. | |
As a result, upon the first Series A preferred stock closing on April 11, 2014, the convertible notes payable balance, net of unamortized discounts, of $1.8 million was converted into 1,526,001 shares of common stock. The balance of the accrued interest was waived. As of January 31, 2015, there were no remaining outstanding convertible notes. | |
Commitments_and_Contigencies
Commitments and Contigencies | 1 Months Ended | 3 Months Ended | ||||||||
Jan. 31, 2015 | Apr. 30, 2015 | |||||||||
Commitments and Contingencies. | ||||||||||
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES | 5.COMMITMENTS AND CONTINGENCIES | ||||||||
Lease Arrangements | ||||||||||
On August 23, 2013, the Company signed a lease for 10,800 square feet of office and laboratory space in Menlo Park, California. The lease expires in November 2016. Future minimum commitments under this lease are as follows (in thousands): | Lease Arrangements | |||||||||
Twelve months ended January 31, | On August 23, 2013, the Company signed a lease for 10,800 square feet of office and laboratory space in Menlo Park, California. The lease expires in November 2016. Future minimum commitments under this lease are as follows (in thousands): | |||||||||
2016 | $ | 288 | ||||||||
2017 | 246 | Nine months remaining in fiscal year 2016 | $ | 217 | ||||||
| | | | | Fiscal year 2017 | 246 | ||||
Total | $ | 534 | ||||||||
| | | | | Total | $ | 463 | |||
| | | | | ||||||
Legal Proceedings | ||||||||||
The Company is not currently a party to any legal proceedings. The Company is not aware of any pending legal proceeding to which any of its officers, directors, or any beneficial holders of 5% or more of its voting securities are adverse to the Company or have a material interest adverse to the Company. | Legal Proceedings | |||||||||
Indemnification | ||||||||||
The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to the Company's technology. The term of these indemnification agreements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. | The Company is not currently a party to any legal proceedings. The Company is not aware of any pending legal proceeding to which any of its officers, directors, or any beneficial holders of 5% or more of its voting securities are adverse to the Company or have a material interest adverse to the Company. | |||||||||
The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. | ||||||||||
The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date. | Indemnification | |||||||||
License Agreement | ||||||||||
In March 2013, the Company entered into an amended and restated collaboration and license agreement with Iogen LLC, which provides the Company the license the rights to label, market, and resell the finished inventory and ongoing manufacturing of the Iogen molecular iodine technology for future product formulation development and commercialization. New formulation patents developed by the Company will be the sole ownership of the Company. The agreement gives the Company a perpetual, fully paid-up, non-exclusive license to make, have made, use, sell, offer for sale and import products. | The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to the Company’s technology. The term of these indemnification agreements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. | |||||||||
Per terms of the license the Company is required to make future payments of: | ||||||||||
• | Pay a fee for acquiring all finished inventory of the Iogen Product. | The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date. | ||||||||
• | Pay a fee for the non-exclusive license to the IP. | |||||||||
• | Pay 30% of net profit associated with direct commercialization of an OTC product or 30% of net royalties received from any sub-licensee. | License Agreement | ||||||||
• | Pay a royalty of 3% of net sales for the first 24 months of commercialization and 2% of net sales thereafter for a prescription iodine tablet developed and commercialized under the license. | |||||||||
• | Pay a royalty of 3% of net sales for the first 12 months of commercialization for other products developed and commercialized under the license and 2% of net sales thereafter until expiration of applicable patents covering such products and 1% thereafter. | In March 2013, the Company entered into an amended and restated collaboration and license agreement with Iogen LLC, which provides the Company the license the rights to label, market, and resell the finished inventory and ongoing manufacturing of the Iogen molecular iodine technology for future product formulation development and commercialization. New formulation patents developed by the Company will be solely owned by the Company. The agreement gives the Company a perpetual, fully paid-up, non-exclusive license to make, have made, use, sell and offer for sale and import products. | ||||||||
• | Pay a fixed royalty fee for the protection and indemnification of licensed IP rights for the prescription product developed, marketed and sold from newly developed formulations as long as the patents are valid and cover the prescription product. | |||||||||
• | Pay a fixed royalty fee for the protection and indemnification of licensed IP rights for the other products utilizing the molecular iodine technology developed, marketed and sold from newly developed formulations as long as the patents are valid and cover the prescription product. | Terms of the license include: | ||||||||
The Company capitalized as Intangible Assets, in the year ended December 31, 2013, the amount of $150,000 related to this agreement. As of January 31, 2015, the balance, net of amortization, was $149,000. See Note 3 for information on related amortization. No royalties have been paid as of January 31, 2015. | ||||||||||
· | Pay a fee for the non-exclusive license to the IP. | |||||||||
· | Pay 30% of net profit associated with direct commercialization of an OTC product or 30% of net royalties received from any sub-licensee. | |||||||||
· | Pay a royalty of 3% of net sales for the first 24 months of commercialization and 2% of net sales thereafter for a prescription iodine tablet developed and commercialized under the license. | |||||||||
· | Pay a royalty of 3% of net sales for the first 12 months of commercialization for other products developed and commercialized under the license and 2% of net sales thereafter until expiration of applicable patents covering such products and 1% thereafter. | |||||||||
· | Pay a fixed royalty fee for the protection and indemnification of licensed IP rights for the prescription product developed, marketed and sold from newly developed formulations as long as the patents are valid and cover the prescription product. | |||||||||
· | Pay a fixed royalty fee for the protection and indemnification of licensed IP rights for the other products utilizing the molecular iodine technology developed, marketed and sold from newly developed formulations as long as the patents are valid and cover the prescription product. | |||||||||
The Company capitalized as intangible assets, in the year ended December 31, 2013, the amount of $150,000 related to this agreement. As of April 30, 2015 and January 31, 2015, the balance, net of amortization, was $142,000 and $149,000, respectively. No royalties have been paid as of April 30, 2015. | ||||||||||
Convertible_Redeemable_Preferr
Convertible Redeemable Preferred Stock and Stockholders' Equity | 1 Months Ended | 3 Months Ended | |||||||||||||||||||||||||||||
Jan. 31, 2015 | Apr. 30, 2015 | ||||||||||||||||||||||||||||||
Convertible Redeemable Preferred Stock and Stockholders' Equity | |||||||||||||||||||||||||||||||
CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY | 13. CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY | 6.CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||||
On March 27, 2013, the Company terminated one of the founders and repurchased 375,000 shares for $18. | Series A Preferred Stock | ||||||||||||||||||||||||||||||
As described in Note 2, on January 23, 2014, the Company issued 7,025,000 shares of its common stock to BioPharmX, Inc. stockholders. | |||||||||||||||||||||||||||||||
As described in Note 11, on April 11, 2014, the Company's convertible notes and eligible interest were converted to 1,526,001 shares of common stock upon the first closing of the offer and sale of Series A preferred stock. | The Company entered into subscription agreements for a private placement of shares of its Series A preferred stock and warrants with 47 accredited investors during 2014 whereby the Company sold an aggregate of 4,207,987 shares of Series A preferred stock at a per share price of $1.85 for gross proceeds of $7.5 million and issued to the investors for no additional consideration warrants to purchase in the aggregate 2,042,589 shares of the Company’s common stock, with an exercise price of $3.70 per share. Upon achieving an uplisting to the NYSE MKT in connection with the Offering, the Series A preferred stock, along with accrued and unpaid interest payable in stock in lieu of cash, will automatically convert into shares of common stock. | ||||||||||||||||||||||||||||||
During the year ended December 31, 2014, the Company issued 727,643 shares of common stock upon the exercise of stock options. During the one-month period ended January 31, 2015, the Company issued 40,105 shares of common stock upon the exercise of stock options. | |||||||||||||||||||||||||||||||
In November 2014, the Company issued 290,000 shares of common stock to Korea Investment Partners Overseas Expansion Platform Fund of which 96,667 vested immediately and 193,333 will vest upon completion of the $2.0 million investment outlined in the Series A preferred stock subscription agreement. The unvested shares are not considered outstanding for financial reporting purposes. | In March and April 2015, the Company amended certain warrants to reduce the exercise price of such warrants from $3.70 to $2.50 per share with a corresponding increase in the number of shares of common stock exercisable under the warrants so that the aggregate exercise value of such warrants remained the same. As of April 1, 2015, certain holders had exercised such warrants for an aggregate of 564,662 shares of common stock for an aggregate cash exercise price of $1,411,655. The Company recorded a charge for the incremental fair value of $436,000 in other expense related to the amended warrants. The fair value of the warrants exercised was computed as of the date of modification using the following assumptions: dividend rate of 0%, risk-free rate of 1.6%, contractual term of 4 to 5 years and expected volatility of 85.9%. As of April 30, 2015, warrants to purchase 1,661,055 shares of common stock remain outstanding related to the Series A preferred stock offering. | ||||||||||||||||||||||||||||||
At January 31, 2015, the Company had 11,415,416 shares of common stock issued and outstanding. | |||||||||||||||||||||||||||||||
Series A Preferred Stock | In connection with the subscription agreements, the Company, the majority stockholders of the Company and the investors entered into investor rights agreements with the investors, whereby the investors were granted certain rights including: (i) right to receive copies of quarterly and annual reports of the Company, (ii) right of inspection of the Company’s properties and records, (iii) right of participation in future securities offerings, (iv) tag-along rights in connection with sales of the Company’s stock by a major stockholder and (v) board of directors representation rights for the subscribers who purchased at least 500,000 shares of Series A preferred stock and who hold at least 30% of their original holdings, or the Qualified Subscribers. The Company made certain covenants under the agreement including: (i) uplisting to NYSE or NASDAQ within three years from the issuance shares of Series A preferred stock, and (ii) increase of the board of directors to five members including one member to be appointed by the Qualified Subscribers. | ||||||||||||||||||||||||||||||
The Company entered into subscription agreements for a private placement of shares of its Series A preferred stock and warrants with 47 accredited investors during 2014 whereby the Company sold an aggregate of 4,207,987 shares of Series A preferred stock at a per share price of $1.85 for gross proceeds of $7.5 million and issued to the investors for no additional consideration the warrants to purchase in the aggregate 2,042,589 shares of the Company's common stock, with an exercise price of $3.70 per share. | |||||||||||||||||||||||||||||||
The warrants with an allocated fair value of $845,000 were classified as additional paid-in capital. The Company determined the fair value using the Black-Scholes pricing model with the following assumptions: dividend rate of 0%, risk-free rate of 1.6% to 4.0%, contractual term of 5 years and expected volatility of 88.8%. These warrants were immediately exercisable, and as of January 31, 2015, were all outstanding. | Warrants | ||||||||||||||||||||||||||||||
In connection with the subscription agreements, the Company, the majority stockholders of the Company and the investors entered into investor rights agreements with the investors, whereby the investors were granted certain rights including: (i) right to receive copies of quarterly and annual reports of the Company, (ii) right of inspection of the Company's properties and records, (iii) right of participation in future securities offerings, (iv) tag-along rights in connection with sales of the Company's stock by a major stockholder and (v) board of directors representation rights for the subscribers who purchased at least 500,000 shares of Series A preferred stock and who hold at least 30% of their original holdings, or the Qualified Subscribers. The Company made certain covenants under the agreement including: (i) uplisting to NYSE or NASDAQ within three years from the issuance shares of Series A preferred stock, and (ii) increase of the board of directors to five members including one member to be appointed by the Qualified Subscribers. | |||||||||||||||||||||||||||||||
Significant terms of Series A preferred stock are as follows: | In addition to the warrants issued in conjunction with the subscription agreements, the Company issued warrants on May 15, 2014, to a service provider for 316,395 shares of common stock at an exercise price of $2.035 per share, which were valued at $99,000 and expensed. The Company also issued a warrant to a qualified investor as a part of his convertible loan package for 343,559 shares of common stock at an exercise price of $1.85 per share, which was valued at $105,000. These warrants expire after five years. These warrants were immediately exercisable, and as of April 30, 2015, were all outstanding. | ||||||||||||||||||||||||||||||
• | Holders of the Series A preferred stock are entitled to interest payment at the rate of 6% of the purchase price per annum. The Company has the option to pay this interest in shares of common stock or in cash. As of January 31, 2015, $209,000 in interest has been accreted to the Series A preferred stock. Holders of the Series A preferred stock are entitled to receive dividends on an as-converted basis with the holders of the Company's common stock. | ||||||||||||||||||||||||||||||
• | The holders of the Series A preferred stock are entitled to vote together with the holders of the Company's common stock, with each such holder of Series A preferred stock entitled to the number of votes equal to the number of shares of the Company's common stock into which such Series A preferred stock would be converted if converted on the record date for the taking of a vote. | Equity Incentive Plan | |||||||||||||||||||||||||||||
• | Each share of Series A preferred stock is initially convertible, at any time at the sole option of the holder, into one share of the Company's common stock, subject to future adjustments as provided for in the certificate of designations. The Series A preferred stock shall automatically convert into shares of the Company's common stock upon the uplisting of the common stock to NYSE or NASDAQ within three years from the original issuance of shares of Series A preferred stock. | ||||||||||||||||||||||||||||||
On January 23, 2014, the Company adopted the 2014 Equity Incentive Plan, or the 2014 Plan, which permits the Company to grant stock options to directors, officers or employees of the Company or others to purchase shares of common stock of the Company through awards of incentive and nonqualified stock options, restricted stock awards and stock appreciation rights. Stock options previously issued under the BioPharmX, Inc.’s 2011 Equity Incentive Plan were substituted with stock options issued under the 2014 Plan. Stock options generally vest in two to four years and expire ten years from the date of grant. | |||||||||||||||||||||||||||||||
• | If the Company fails to effect the uplisting within three years from the original issuance of shares of Series A preferred stock, which issuance took place on April 11, 2014, the holders will have the right to require the Company to redeem all or a portion of the then outstanding Series A preferred stock at a price per share equal to the Series A preferred stock liquidation preference. | ||||||||||||||||||||||||||||||
Warrants | The total number of shares originally reserved and available for grant and issuance pursuant to the 2014 Plan was 2,700,000. Shares issued under the 2014 Plan are drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company. On November 7, 2014, the Company increased the stock reserve available to the 2014 Plan for stock awards from 2,700,000 shares to 4,500,000 shares. | ||||||||||||||||||||||||||||||
In addition to the warrants issued in conjunction with the subscription agreements, the Company issued warrants on May 15, 2014, to a service provider for 316,395 shares of common stock at an exercise price of $2.035 per share, which were valued at $99,000 and expensed. The Company also issued to a qualified investor as a part of his convertible loan package for 343,559 shares of common stock at an exercise price of $1.85 per share, which was valued at $105,000. These warrants expire after five years. The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions: dividend rate of 0%, risk-free rate of 1.6%, contractual term of 5 years and expected volatility of 88.8%. These warrants were immediately exercisable, and as of January 31, 2015, were all outstanding. | |||||||||||||||||||||||||||||||
Equity Incentive Plan | The following table summarizes the Company’s stock option activities under the 2014 Plan: | ||||||||||||||||||||||||||||||
On January 23, 2014, the Company adopted the 2014 Equity Incentive Plan, or the 2014 Plan, which permits the Company to grant stock options to directors, officers or employees of the Company or others to purchase shares of common stock of the Company through awards of incentive and nonqualified stock options, restricted stock awards and stock appreciation rights. Options previously issued under the BioPharmX, Inc. 2011 Equity Incentive Plan were substituted, and options under the 2014 Plan were issued to replace all substituted BioPharmX, Inc. options. | |||||||||||||||||||||||||||||||
The Company currently has time-based options outstanding. The time-based options generally vest in two to four years and expire ten years from the date of grant. Total number of shares originally reserved and available for grant and issuance pursuant to this Plan was 2,700,000. Shares issued under the Plan will be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company. On November 7, 2014, the Company increased the stock available to the 2014 Equity Incentive Plan for options grants from 2,700,000 shares to 4,500,000 shares. At January 31, 2015, there were 1,043,000 shares available for grant under the Plan. | Available | Shares | Weighted | Remaining | Aggregate | ||||||||||||||||||||||||||
The following table summarizes the Company's stock option activities for month ended January 31, 2015 and the years ended December 31, 2014 and 2013: | for Grant | Average | Contractual | Intrinsic | |||||||||||||||||||||||||||
Exercise | Term | Value | |||||||||||||||||||||||||||||
Shares | Weighted | Remaining | Aggregate | Price | |||||||||||||||||||||||||||
Average | Contractual | Intrinsic | (in thousands) | ||||||||||||||||||||||||||||
Exercise | Term | Value | Outstanding at January 31, 2015 | 1,043,000 | 2,689,252 | $ | 0.91 | 8.58 | $ | 5,625 | |||||||||||||||||||||
Price | Granted | (365,000 | ) | 365,000 | $ | 3 | |||||||||||||||||||||||||
(in thousands) | Exercised | — | (46,916 | ) | $ | 0.24 | |||||||||||||||||||||||||
Outstanding at January 1, 2014 | 1,150,000 | $ | 0.06 | Cancelled | 254,375 | (254,375 | ) | $ | 1.47 | ||||||||||||||||||||||
Granted | 1,456,000 | $ | 0.4 | ||||||||||||||||||||||||||||
Exercised | — | — | Outstanding at April 30, 2015 | 932,375 | 2,752,961 | $ | 1.14 | 7.41 | $ | 5,107 | |||||||||||||||||||||
Cancelled | — | — | |||||||||||||||||||||||||||||
| | | | | | | | | | | | | | Vested and exercisable | 1,109,670 | $ | 0.51 | 4.85 | $ | 2,768 | |||||||||||
Outstanding at December 31, 2013 | 2,606,000 | $ | 0.25 | ||||||||||||||||||||||||||||
Granted | 891,000 | $ | 1.85 | Vested and expected to vest | 2,629,418 | $ | 1.11 | 7.32 | $ | 4,957 | |||||||||||||||||||||
Exercised | (727,643 | ) | $ | 0.14 | |||||||||||||||||||||||||||
Cancelled | (160,000 | ) | $ | 0.37 | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | The following table summarizes significant ranges of outstanding and exercisable options as of April 30, 2015: | |||||||||||||||||
Outstanding at December 31, 2014 | 2,609,357 | $ | 0.82 | 8.52 | $ | 5,686 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | Options Outstanding | Options Vested and Exercisable | ||||||||||||||||
Granted | 130,000 | $ | 2.75 | Range of Exercise Price | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||||||||
Exercised | (40,105 | ) | $ | 0.95 | Outstanding | Average | Average | Vested and | Average | ||||||||||||||||||||||
Cancelled | (10,000 | ) | $ | 1.85 | Remaining | Exercise | Exercisable | Exercise | |||||||||||||||||||||||
| | | | | | | | | | | | | | Contractual | Price | Price | |||||||||||||||
Outstanding at January 31, 2015 | 2,689,252 | $ | 0.91 | 8.58 | $ | 5,625 | Life (in | ||||||||||||||||||||||||
| | | | | | | | | | | | | | Years) | |||||||||||||||||
| | | | | | | | | | | | | | $0.05 - $0.25 | 819,419 | 3.37 | $ | 0.13 | 606,293 | $ | 0.09 | ||||||||||
Vested and exercisable | 1,019,299 | $ | 0.43 | 7.88 | $ | 2,619 | $0.26 - $1.00 | 692,542 | 8.31 | $ | 0.47 | 320,462 | $ | 0.49 | |||||||||||||||||
| | | | | | | | | | | | | | $1.01 - $3.00 | 1,241,000 | 9.59 | $ | 2.19 | 182,915 | $ | 1.90 | ||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
Vested and expected to vest | 2,561,421 | $ | 0.88 | 8.55 | $ | 5,420 | 2,752,961 | 7.41 | $ | 1.14 | 1,109,670 | $ | 0.51 | ||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
The weighted-average grant date fair values of the stock options granted during the month ended January 31, 2015 and the years ended December 31, 2014 and 2013 were $1.92, $1.10 and $0.28 per share, respectively. | The total intrinsic value of employee stock options exercised during the three months ended April 30, 2015 was $126,000. There were no employee stock options exercised during the three months ended April 30, 2014. | ||||||||||||||||||||||||||||||
The following table summarizes significant ranges of outstanding and exercisable options as of January 31, 2015 (in thousands, except contractual life and exercise price): | |||||||||||||||||||||||||||||||
Options Outstanding | Options Vested and | ||||||||||||||||||||||||||||||
Exercisable | |||||||||||||||||||||||||||||||
Range of Exercise Price | Number | Weighted Average | Weighted | Number | Weighted | ||||||||||||||||||||||||||
Outstanding | Remaining | Average | Vested and | Average | |||||||||||||||||||||||||||
Contractual | Exercise | Exercisable | Exercise | ||||||||||||||||||||||||||||
Life (in Years) | Price | Price | |||||||||||||||||||||||||||||
$0.05 - $0.35 | 1,548,252 | 7.83 | $ | 0.21 | 829,925 | $ | 0.17 | ||||||||||||||||||||||||
$1.00 | 130,000 | 8.87 | $ | 1.00 | 64,374 | $ | 1.00 | ||||||||||||||||||||||||
$1.85 | 881,000 | 9.66 | $ | 1.85 | 125,000 | $ | 1.85 | ||||||||||||||||||||||||
$2.75 | 130,000 | 9.95 | $ | 2.75 | — | — | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | |||||||||||||||
2,689,252 | 8.58 | $ | 0.91 | 1,019,299 | $ | 0.43 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | | | | |||||||||||||||
The total intrinsic value of employee stock options exercised during the month ended January 31, 2015, and the years ended December 31, 2014 and 2013 was $82,000, $676,000 and zero, respectively. | |||||||||||||||||||||||||||||||
As of January 31, 2015, total compensation costs related to unvested, but not yet recognized, stock-based awards was $2.5 million, net of estimated forfeitures. This cost will be amortized on a straight-line basis over a weighted average remaining period of 3.26 years and will be adjusted for subsequent changes in estimated forfeitures. | |||||||||||||||||||||||||||||||
StockBased_Compensation
Stock-Based Compensation | 1 Months Ended | 3 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | Apr. 30, 2015 | |||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||
STOCK-BASED COMPENSATION | 14. STOCK-BASED COMPENSATION. | 7. STOCK-BASED COMPENSATION | ||||||||||||||||||||
The following table summarizes the stock-based compensation expenses included in our Statement of Operations and Comprehensive Loss the months ended January 31, 2015 and 2014 and the years ended December 31, 2014 and 2013 (in thousands): | ||||||||||||||||||||||
The following table summarizes the stock-based compensation expenses included in the unaudited condensed consolidated statement of operations and comprehensive loss (in thousands): | ||||||||||||||||||||||
Month ended | Year ended | |||||||||||||||||||||
January 31, | December 31, | For the three months | ||||||||||||||||||||
2015 | 2014 | 2014 | 2013 | ended | ||||||||||||||||||
(Unaudited) | April 30, | |||||||||||||||||||||
Research and development | $ | 27 | $ | 8 | $ | 228 | $ | 30 | 2015 | 2014 | ||||||||||||
Sales and marketing | 40 | 1 | 147 | 7 | Research and development | $ | 86 | $ | 34 | |||||||||||||
General and administrative expenses | 32 | 2 | 818 | 21 | Sales and marketing | 124 | 16 | |||||||||||||||
| | | | | | | | | | | | | | General and administrative | 90 | 65 | ||||||
Stock-based compensation expense, net of tax | $ | 99 | $ | 11 | $ | 1,193 | $ | 58 | ||||||||||||||
| | | | | | | | | | | | | | |||||||||
| | | | | | | | | | | | | | Stock-based compensation expense | $ | 300 | $ | 115 | ||||
The Company estimates the fair value of time-based stock options, if any, granted using the Black-Scholes pricing model. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Time-based and performance-based options, if any, typically have a ten-year life from date of grant and vesting periods of two to four years. | ||||||||||||||||||||||
Valuation Assumptions | ||||||||||||||||||||||
The fair value of stock-based awards to employees is calculated through the use of the Black-Scholes pricing model, even though such model was developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which differ significantly from the Company's stock option awards. This model also requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. | The Company estimates the fair value of stock options granted using the Black-Scholes pricing model, even though such model was developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which differ significantly from the Company’s stock option awards. This model also requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The fair value is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. As of April 30, 2015, total compensation costs related to unvested, but not yet recognized, stock-based awards was $2.9 million, net of estimated forfeitures. This cost will be amortized on straight-line basis over a weighted average remaining period of 3.07 years and will be adjusted for subsequent changes in estimated forfeitures. | |||||||||||||||||||||
Expected Term | ||||||||||||||||||||||
The expected term represents the period that the Company's stock-based awards are expected to be outstanding. For awards granted subject only to service vesting requirements, the Company utilizes the simplified method for estimating the expected term of the stock-based award, instead of historical exercise data. | Valuation Assumptions | |||||||||||||||||||||
Expected Volatility | ||||||||||||||||||||||
The Company uses the historical volatility of the price of the common shares of selected public companies in the biotechnology sector. | The following assumptions were used to calculate the estimated fair value of awards granted during the three months ended April 30, 2015 and 2014: | |||||||||||||||||||||
Expected Dividend | ||||||||||||||||||||||
The Company has never paid dividends on its common shares and currently does not intend to do so and, accordingly, the dividend yield percentage is zero for all periods. | For the three months ended | |||||||||||||||||||||
Risk-Free Interest Rate | April 30, | |||||||||||||||||||||
The Company bases the risk-free interest rate used in the Black-Scholes-Merton valuation method upon the implied yield curve currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model. | 2015 | 2014 | ||||||||||||||||||||
The following assumptions were used to calculate the estimated fair value of the awards for the month ended January 31, 2015 and the years ended December 31, 2014 and 2013: | Expected volatility | 82.6% | 82.1% | |||||||||||||||||||
Expected term in years | 6.0 | 5.52 - 6.08 | ||||||||||||||||||||
Year ended | Risk-free interest rate | 1.62%-1.99% | 0.67% - 0.89% | |||||||||||||||||||
Month | December 31, | Expected dividend yield | — | — | ||||||||||||||||||
ended | ||||||||||||||||||||||
January 31, | Expected Term | |||||||||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||||||||
Expected volatility | 82.1 | % | 82.2 | % | 82.10% | The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. For awards granted subject only to service vesting requirements, the Company utilizes the simplified method for estimating the expected term of the stock-based award, instead of historical exercise data. | ||||||||||||||||
Expected term in years | 6.0 | 6.0 | 5.51 - 6.08 | |||||||||||||||||||
Risk-free interest rate | 1.56 | % | 1.74 | % | 0.61 - 1.62% | Expected Volatility | ||||||||||||||||
Expected dividend yield | — | % | — | % | —% | |||||||||||||||||
The Company uses the historical volatility of the price of the common shares of selected public companies in the biotechnology sector due to its limited trading history. | ||||||||||||||||||||||
Risk-Free Interest Rate | ||||||||||||||||||||||
The Company bases the risk-free interest rate used in the Black-Scholes pricing method upon the implied yield curve currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model. | ||||||||||||||||||||||
Expected Dividend | ||||||||||||||||||||||
The Company has never paid dividends on its common shares and currently does not intend to do so and, accordingly, the dividend yield percentage is zero for all periods. | ||||||||||||||||||||||
Employee_Benefit_Plan
Employee Benefit Plan | 1 Months Ended |
Jan. 31, 2015 | |
Employee Benefit Plan | |
EMPLOYEE BENEFIT PLAN | 15. EMPLOYEE BENEFIT PLAN |
The Company sponsors a 401(k) defined contribution plan for its employees. This plan provides for tax-deferred salary deductions for all employees. Employee contributions are voluntary. Employees may contribute up to 100% of their annual compensation to this plan, as limited by an annual maximum amount as determined by the Internal Revenue Service. The Company may match employee contributions in amounts to be determined at the Company's sole discretion. The Company has made no contributions to the plan for the months ended January 31, 2015 and 2014 or the years ended December 31, 2014 and 2013. | |
Income_Taxes
Income Taxes | 1 Months Ended | 3 Months Ended |
Jan. 31, 2015 | Apr. 30, 2015 | |
Income Taxes. | ||
INCOME TAXES | 16. INCOME TAXES | 8.INCOME TAXES |
No federal income taxes were provided in the month ended January 2015 or the years ended December 31, 2014 and 2013 due to the Company's net losses. State minimum income and franchise taxes are included in general and administrative expenses and were immaterial for the periods presented. | ||
At January 31, 2015, the Company had available federal net operating loss, or NOL, carry-forwards of approximately $8.8 million which will begin to expire in 2031 and California state NOL carry-forwards of approximately $8.8 million which will begin to expire in 2031. At January 31, 2015, December 31, 2014 and 2013, the net deferred tax assets of approximately $3.6 million, $3.2 million and $594,000, respectively, generated primarily by NOL carry-forwards, have been fully reserved due to the uncertainty surrounding the realization of such benefits. The net valuation allowance increased by approximately $0.4 million, $2.6 million and $563,000 during the month ended January 31, 2015 and years ended December 31, 2014 and 2013, respectively. | No federal income taxes were provided in the three months ended April 30, 2015 and 2014 due to the Company’s net losses. The Company evaluates its ability to recover deferred tax assets, in full or in part, by considering all available positive and negative evidence, including past operating results and its forecast of future taxable income on a jurisdictional basis. The Company bases its estimate of current and deferred taxes on the tax laws and rates that are currently in effect in the appropriate jurisdiction. Changes in laws or rates may affect the tax provision as well as the amount of deferred tax assets or liabilities. | |
Current tax laws impose substantial restrictions on the utilization of net operating loss and credit carry-forwards in the event of an "ownership change," as defined by the Internal Revenue Code. If there should be an ownership change, the Company's ability to utilize its carry-forwards could be limited. | ||
As of January 31, 2015, December 31, 2014 and 2013, the Company did not have any material unrecognized tax benefits. The tax years from 2010 to 2014 remain open for examination by the federal and state authorities. | Current tax laws impose substantial restrictions on the utilization of net operating loss and credit carry-forwards in the event of an “ownership change,” as defined by the Internal Revenue Code. If there should be an ownership change, the Company’s ability to utilize its carry-forwards could be limited. | |
As of April 30, 2015 and January 31, 2015, the Company has not recorded any liability for unrecognized tax benefits related to uncertain tax positions. The 2010 to 2014 tax years remain open for examination by the federal and state authorities. | ||
Subsequent_Events
Subsequent Events | 1 Months Ended |
Jan. 31, 2015 | |
Subsequent Events. | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS |
In March and April 2015, the Company amended certain warrants to reduce the exercise price of such warrants from $3.70 to $2.50 per share with a corresponding increase in the number of shares of common stock exercisable under the warrants so that the aggregate exercise value of such warrants remained the same. As of April 1, 2015, the holders had exercised such warrants for an aggregate of 564,662 shares of common stock for an aggregate cash exercise price of $1,411,655. | |
On April 9, 2015, the Company filed a Form S-1 with the SEC in connection with a proposed public offering of common stock for an aggregate offering amount up to $20 million. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 1 Months Ended | 3 Months Ended | |||||||||||||
Jan. 31, 2015 | Apr. 30, 2015 | ||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation | |||||||||||||
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). The accompanying financial statements include the accounts of BioPharmX and our wholly-owned subsidiary. All intercompany transactions have been eliminated in consolidation. | |||||||||||||||
These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts of the Company and its subsidiary. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on March 30, 2015, and the Transition Report on Form 10-K for the one-month transition period ended January 31, 2015, filed on April 20, 2015. The condensed consolidated balance sheet as of January 31, 2015, included herein, was derived from the audited consolidated financial statements as of that date. | |||||||||||||||
The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s statement of financial position as of April 30, 2015 and January 31, 2015, and the Company’s results of operations and its cash flows for the three months ended April 30, 2015 and 2014. The results for the three months ended April 30, 2015 are not necessarily indicative of the results to be expected for the year ending January 31, 2016 or any future period. | |||||||||||||||
Use of Estimates | Use of Estimates | Use of Estimates | |||||||||||||
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. On an ongoing basis, management evaluates its significant accounting policies or estimates. The Company bases its estimates on historical experience and on various market specific and other relevant assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates and such differences may be material to the financial statements. | |||||||||||||||
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses recognized during the reported period. Actual results could differ from those estimates. | |||||||||||||||
Reclassification | Reclassification | ||||||||||||||
Certain prior year amounts have been reclassified to conform to the current year presentation. The amounts for the prior periods have been reclassified to be consistent with the current year presentation and have no impact on previously reported total assets, total stockholders' deficit or net loss. | |||||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||||||||
Carrying amounts of certain of the Company's financial instruments, including cash, prepaid and other current assets, accounts payable and accrued expenses and related party payables approximate fair value due to their short maturities. Based on borrowing rates currently available to the Company for loans with similar terms, the carrying value of the convertible notes payable approximates fair value. | |||||||||||||||
Inventory | Inventory | ||||||||||||||
Inventory is stated at the lower of cost or market. Cost is determined using the standard cost method which approximates actual cost on a first-in, first-out basis. Market value is determined as the lower of replacement cost or net realizable value. The Company regularly reviews inventory quantities in consideration of actual loss experiences, projected future demand, and remaining shelf life to record a provision for excess and obsolete inventory when appropriate. | |||||||||||||||
Shipping and Handling costs | Shipping and Handling Costs | ||||||||||||||
Shipping and handling costs are expensed as incurred and are included in cost of revenue. | |||||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||||
The Company shipped its first product to a retailer in December 2014. The product, the VI2OLET iodine dietary supplement, is a new product in the dietary supplement field. Revenue is recognized provided that persuasive evidence of a sales arrangement exists, the price is fixed or determinable, title and risk of loss has transferred, calculability of the resulting receivable is reasonably assured, there are no customer acceptance requirements and the Company does not have any significant post-shipment obligations. The Company recognizes revenue on a sell through basis since the Company does not have the historical information to estimate product returns. As a result, the Company accounts for these product shipments using a deferred revenue recognition model. Under the deferred revenue recognition model, the Company does not recognize revenue upon product shipment. For these product shipments, the Company invoices the reseller, records deferred revenue at gross invoice sales price, and classifies the cost basis of the product held by the wholesaler as a component of inventory. The Company recognizes revenue when product is sold by the reseller to the end-user, on a first-in first-out (FIFO) basis. | |||||||||||||||
Property and Equipment | Property and Equipment | ||||||||||||||
Property, plant and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method. Repairs and maintenance costs are expensed as incurred. Estimated useful lives in years are as follows: | |||||||||||||||
Description | Estimated | ||||||||||||||
Useful Life | |||||||||||||||
Furniture | 5 and 7 | ||||||||||||||
Laboratory and manufacturing equipment | 5 | ||||||||||||||
Computer & network equipment | 3 | ||||||||||||||
Software | 3 | ||||||||||||||
Intangible Assets | Intangible Assets | ||||||||||||||
Intangible assets with finite useful lives are amortized over their estimated useful lives. Intangible assets with finite useful lives are reviewed for impairment when facts or circumstances suggest that the carrying value of these assets may not be recoverable. | |||||||||||||||
The intangible assets were acquired in March 2013 in connection with the collaboration and license agreement with Iogen LLC detailed in Note 12. Amortization of the intangible assets commenced in January 2015 with the first recognition of revenue related to VI2OLET and is being taken on a straight-line basis over 5 years. Although VI2OLET was launched through online stores in December 2014, the Company determined the criteria for revenue recognition had not been met until sell through to the end customer as discussed in the revenue recognition section in Note 3. | |||||||||||||||
Identifiable intangible assets were as follows (in thousands): | |||||||||||||||
As of January 31, 2015 | |||||||||||||||
Estimated | Gross | Accumulated | Net | ||||||||||||
Useful Life | Value | Amortization | Value | ||||||||||||
Intangible assets | 5 years | $ | 150 | $ | (1 | ) | $ | 149 | |||||||
| | | | | | | | | | | | | |||
| | | | | | | | | | | | | |||
During the one-month period ended January 31, 2015, $1,000 of amortization was expensed to costs of net revenues. As of January 31, 2015, the estimated aggregate future amortization expense in future years is as follows (in thousands): | |||||||||||||||
Years ending January 31: | |||||||||||||||
2016 | $ | 30 | |||||||||||||
2017 | 30 | ||||||||||||||
2018 | 30 | ||||||||||||||
2019 | 30 | ||||||||||||||
2020 | 29 | ||||||||||||||
| | | | | |||||||||||
Total | $ | 149 | |||||||||||||
| | | | | |||||||||||
| | | | | |||||||||||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | |||||||||||||
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, management determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset's carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. The Company has not identified any such impairment losses to date. | |||||||||||||||
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, management determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. The Company has not identified any such impairment losses to date. | |||||||||||||||
Income Taxes | Income Taxes | ||||||||||||||
The Company accounts for income taxes using the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established to reduce deferred tax assets when management estimates, based on available objective evidence, that it is more likely than not that the benefit will not be realized for the deferred tax assets. | |||||||||||||||
The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the date of adoption of accounting for uncertain tax positions there was no accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the year. | |||||||||||||||
Comprehensive Loss | Comprehensive Loss | ||||||||||||||
Comprehensive loss is the changes in equity of an enterprise, except those resulting from stockholder transactions. Accordingly, comprehensive loss includes certain changes in equity that are excluded from net loss. For the months ended January 31, 2015 and 2014 and the years ended December 31, 2014 and 2013, the Company's comprehensive loss is equal to the net loss. There were no components of other comprehensive loss for any of the periods presented. | |||||||||||||||
Research and Development Expenses | Research and Development Expenses | ||||||||||||||
Research and development expenses are expensed as incurred and consist primarily of personnel costs, including salaries, benefits and stock-based compensation, clinical studies performed by contract research organizations (CROs), materials and supplies and overhead allocations consisting of various and facilities-related costs. | |||||||||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||||||||
The Company recognizes stock-based compensation for awards granted to employees on a straight-line basis over the requisite service period, usually the vesting period, based on the grant-date fair value using the Black-Scholes pricing model. | |||||||||||||||
The Company records stock-based compensation expense for awards granted to non-employees, excluding non-employee directors, based upon the estimated then-current fair value of the equity instrument using the Black-Scholes pricing model. The Company charges the value of the equity instrument to the Consolidated Statements of Operations and Comprehensive Loss over the term of the service agreement and the unvested shares underlying the option are subject to periodic revaluation over the remaining vesting period. | |||||||||||||||
Advertising Expenses | Advertising Expenses | Advertising Expenses | |||||||||||||
The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses were $90,000, $2,000 (unaudited), $68,000 and $7,000 in the months ended January 31, 2015 and 2014 and the years ended December 31, 2014 and 2013, respectively. | |||||||||||||||
The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses were $235,000 for the three months ended April 30, 2015. No advertising expenses were incurred for the three months ended April 30, 2014. | |||||||||||||||
Net Loss Per Share Attributable to BioPharmX Common Stockholders | Net Loss Per Share Attributable to BioPharmX Common Stockholders | Net Loss per Share | |||||||||||||
The following table is a reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share attributable to BioPharmX common stockholders: | |||||||||||||||
Basic net loss per share attributable to common stockholders is calculated based on the weighted-average number of shares of the Company’s common stock outstanding during the period. Diluted net loss per share attributable to common stockholders is calculated based on the weighted-average number of shares of the Company’s common stock outstanding and other dilutive securities outstanding during the period. The potential dilutive shares of common stock resulting from the assumed exercise of outstanding stock options and the assumed conversion of convertible notes are determined under the treasury stock method. | |||||||||||||||
Month ended January 31, | Year ended December 31, | ||||||||||||||
2015 | 2014 | 2014 | 2013 | For the three months ended April 30, 2015 and 2014, 9,282,000 and 3,871,000 potentially dilutive securities, respectively, were excluded from the computation of diluted loss per share because their effect on net loss per share would be anti-dilutive. | |||||||||||
(Unaudited) | |||||||||||||||
Numerator: | |||||||||||||||
Net loss available to BioPharmX common stockholders (in thousands) | $ | (1,237 | ) | $ | (364 | ) | $ | (8,129 | ) | $ | (1,588 | ) | |||
Denominator: | |||||||||||||||
Weighted-avarage shares of common stock outstanding used in the calculation of basic net income per share attributable to BioPharmX common stockholders | 11,408,000 | 7,750,000 | 10,217,000 | 7,119,000 | |||||||||||
Effect of dilutive securities: | |||||||||||||||
Stock options and equivalents | — | — | — | — | |||||||||||
Convertible redeemable preferred stock | — | — | — | — | |||||||||||
| | | | | | | | | | | | | | ||
Weighted-avarage shares of common stock outstanding used in the calculation of diluted net income per share attributable to BioPharmX common stockholders | 11,408,000 | 7,750,000 | 10,217,000 | 7,119,000 | |||||||||||
| | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | ||
Basic net loss per share attributable to BioPharmX common stockholders is calculated based on the weighted-average number of shares of our common stock outstanding during the period. Diluted net loss per share attributable to BioPharmX common stockholders is calculated based on the weighted-average number of shares of our common stock outstanding and other dilutive securities outstanding during the period. The potential dilutive shares of our common stock resulting from the assumed exercise of outstanding stock options and the assumed conversion of convertible notes are determined under the treasury stock method. | |||||||||||||||
The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been antidilutive: | |||||||||||||||
Month ended | Year ended December 31, | ||||||||||||||
January 31, | |||||||||||||||
2015 | 2014 | 2014 | 2013 | ||||||||||||
(Unaudited) | |||||||||||||||
Convertible redeemable preferred stock | 4,207,987 | — | 4,207,987 | — | |||||||||||
Stock options and awards to purchase common stock | 2,882,585 | 2,606,000 | 2,802,690 | 2,606,000 | |||||||||||
Common stock warrants | 2,702,543 | — | 2,702,543 | — | |||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||||
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, (ASU 2014-09), which converges the FASB and the International Accounting Standards Board standards on revenue recognition. Areas of revenue recognition that will be affected include, but are not limited to, transfer of control, variable consideration, allocation of transfer pricing, licenses, time value of money, contract costs and disclosures. This guidance is effective for the fiscal years and interim reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact that the adoption of ASU 2014-09 will have on its consolidated financial statements and related disclosures. | |||||||||||||||
On June 10, 2014, the FASB issued ASU 2014-10, Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, (ASU 2014-10), which eliminates the definition of a development stage entity, eliminates the development stage presentation and disclosure requirements under Accounting Standards Codification, or ASC, 915 Development Stage Entities, or ASC 915, and amends provisions of existing variable interest entity guidance under ASC 810 Consolidation. As a result of the changes, entities which meet the former definition of a development stage entity will no longer be required to: (1) present inception-to-date information in the statements of income, cash flows, and stockholder equity; (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged; and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Furthermore, ASU 2014-10 clarifies disclosures about risks and uncertainties under ASC Topic 275, Risks and Uncertainties, that apply to companies that have not commenced planned principal operations. Finally, variable interest entity rules no longer contain an exception for development stage entities and, as a result, development stage entities will have to be evaluated for consolidation in the same manner as non-development stage entities. | |||||||||||||||
Under ASU 2014-10, entities are no longer required to apply the presentation and disclosure provisions of ASC 915 during annual periods beginning after December 15, 2014. In addition, the revisions to the consolidation standards are effective for annual periods beginning after December 15, 2015. Early adoption is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued. | |||||||||||||||
The Company has adopted ASU 2014-10 effective as of its issuance date. Adoption of this standard had no impact on its financial position, results of operations, or cash flows; however, the presentation of the consolidated financial statements and related disclosures in the notes to the consolidated financial statements has been changed to eliminate the disclosures that are no longer required. | |||||||||||||||
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (ASU 2014-15). This standard includes guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern within one year after the financial statements are issued. If conditions or events raise substantial doubt, the entity must disclose the conditions or events that raise substantial doubt about the entity's ability to continue as a going concern, management's evaluation of those conditions or events, and management's plans to mitigate the conditions or events. This update is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2014-15 will have on its consolidated financial statements and related disclosures. | |||||||||||||||
The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the consolidated financial statements as a result of future adoption. | |||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 1 Months Ended | |||||||||||||
Jan. 31, 2015 | ||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||
Property and equipment | ||||||||||||||
Description | Estimated | |||||||||||||
Useful Life | ||||||||||||||
Furniture | 5 and 7 | |||||||||||||
Laboratory and manufacturing equipment | 5 | |||||||||||||
Computer & network equipment | 3 | |||||||||||||
Software | 3 | |||||||||||||
Schedule of identifiable intangible assets | ||||||||||||||
Identifiable intangible assets were as follows (in thousands): | ||||||||||||||
As of January 31, 2015 | ||||||||||||||
Estimated | Gross | Accumulated | Net | |||||||||||
Useful Life | Value | Amortization | Value | |||||||||||
Intangible assets | 5 years | $ | 150 | $ | (1 | ) | $ | 149 | ||||||
| | | | | | | | | | | | | ||
| | | | | | | | | | | | | ||
Schedule of estimated aggregate future amortization expense in future years | As of January 31, 2015, the estimated aggregate future amortization expense in future years is as follows (in thousands): | |||||||||||||
Years ending January 31: | ||||||||||||||
2016 | $ | 30 | ||||||||||||
2017 | 30 | |||||||||||||
2018 | 30 | |||||||||||||
2019 | 30 | |||||||||||||
2020 | 29 | |||||||||||||
| | | | | ||||||||||
Total | $ | 149 | ||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
Reconciliation of numerator and denominator | ||||||||||||||
Month ended January 31, | Year ended December 31, | |||||||||||||
2015 | 2014 | 2014 | 2013 | |||||||||||
(Unaudited) | ||||||||||||||
Numerator: | ||||||||||||||
Net loss available to BioPharmX common stockholders (in thousands) | $ | (1,237 | ) | $ | (364 | ) | $ | (8,129 | ) | $ | (1,588 | ) | ||
Denominator: | ||||||||||||||
Weighted-avarage shares of common stock outstanding used in the calculation of basic net income per share attributable to BioPharmX common stockholders | 11,408,000 | 7,750,000 | 10,217,000 | 7,119,000 | ||||||||||
Effect of dilutive securities: | ||||||||||||||
Stock options and equivalents | — | — | — | — | ||||||||||
Convertible redeemable preferred stock | — | — | — | — | ||||||||||
| | | | | | | | | | | | | | |
Weighted-avarage shares of common stock outstanding used in the calculation of diluted net income per share attributable to BioPharmX common stockholders | 11,408,000 | 7,750,000 | 10,217,000 | 7,119,000 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of outstanding shares of common stock equivalents excluded from the computation of diluted net loss per share | ||||||||||||||
Month ended | Year ended December 31, | |||||||||||||
January 31, | ||||||||||||||
2015 | 2014 | 2014 | 2013 | |||||||||||
(Unaudited) | ||||||||||||||
Convertible redeemable preferred stock | 4,207,987 | — | 4,207,987 | — | ||||||||||
Stock options and awards to purchase common stock | 2,882,585 | 2,606,000 | 2,802,690 | 2,606,000 | ||||||||||
Common stock warrants | 2,702,543 | — | 2,702,543 | — | ||||||||||
Inventory_Tables
Inventory (Tables) | 1 Months Ended | 3 Months Ended | |||||||||||||||||
Jan. 31, 2015 | Apr. 30, 2015 | ||||||||||||||||||
Inventory | |||||||||||||||||||
Inventory | |||||||||||||||||||
Inventory at January 31, 2015, December 31, 2014 and 2013 consisted of the following (in thousands): | |||||||||||||||||||
April 30, | January 31, | ||||||||||||||||||
December 31 | 2015 | 2015 | |||||||||||||||||
January 31, | (in thousands) | ||||||||||||||||||
2015 | 2014 | 2013 | Inventories: | ||||||||||||||||
Work in Process | $ | 61 | $ | 135 | $ | — | Work in process | $ | 80 | $ | 61 | ||||||||
Finished Goods | 64 | 2 | — | Finished goods | 11 | 63 | |||||||||||||
Channel Inventory | 35 | 1 | — | Channel inventory | 124 | 36 | |||||||||||||
| | | | | | | | | | | |||||||||
$ | 160 | $ | 138 | $ | — | Total | $ | 215 | $ | 160 | |||||||||
| | | | | | | | | | | |||||||||
| | | | | | | | | | | |||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 1 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
Property and Equipment. | |||||||||||
Property and Equipment | |||||||||||
Property and equipment, net at January 31, 2015, December 31, 2014 and 2013 consisted of the following (in thousands): | |||||||||||
December 31 | |||||||||||
January 31, | |||||||||||
2015 | 2014 | 2013 | |||||||||
Furniture and fixtures | $ | 18 | $ | 18 | $ | 11 | |||||
Lab equipment | 26 | 26 | 12 | ||||||||
Computers and equipment | 78 | 78 | 15 | ||||||||
Software | 144 | 144 | — | ||||||||
| | | | | | | | | | | |
266 | 266 | 38 | |||||||||
Less: accumulated depreciation | (32 | ) | (31 | ) | (6 | ) | |||||
| | | | | | | | | | | |
$ | 234 | $ | 235 | $ | 32 | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 1 Months Ended | 3 Months Ended | |||||||||||||||||
Jan. 31, 2015 | Apr. 30, 2015 | ||||||||||||||||||
Accrued Liabilities | |||||||||||||||||||
Accrued Liabilities | |||||||||||||||||||
Accrued liabilities at January 31, 2015, December 31, 2014 and 2013 consisted of the following (in thousands): | April 30, | January 31, | |||||||||||||||||
2015 | 2015 | ||||||||||||||||||
December 31, | (in thousands) | ||||||||||||||||||
January 31, | Accrued expenses and other current liabilities: | ||||||||||||||||||
2015 | 2014 | 2013 | Professional service fees | $ | 209 | $ | — | ||||||||||||
Marketing | $ | — | $ | 267 | $ | — | Marketing | 72 | — | ||||||||||
Legal | — | 80 | 89 | Deferred revenue | 51 | 6 | |||||||||||||
Production | — | 57 | — | Deferred rent | 43 | 49 | |||||||||||||
Intellectual property | — | — | 90 | Other | 42 | 4 | |||||||||||||
Other | 4 | 22 | 19 | ||||||||||||||||
| | | | | | | | | | | Total | $ | 417 | $ | 59 | ||||
Total accrued liabilities | $ | 4 | $ | 426 | $ | 198 | |||||||||||||
| | | | | | | | | | | |||||||||
| | | | | | | | | | | |||||||||
Commitments_and_Contigencies_T
Commitments and Contigencies (Tables) | 1 Months Ended | 3 Months Ended | ||||||||
Jan. 31, 2015 | Apr. 30, 2015 | |||||||||
Commitments and Contingencies. | ||||||||||
Future minimum commitments under lease | Future minimum commitments under this lease are as follows (in thousands): | Future minimum commitments under this lease are as follows (in thousands): | ||||||||
Twelve months ended January 31, | Nine months remaining in fiscal year 2016 | $ | 217 | |||||||
2016 | $ | 288 | Fiscal year 2017 | 246 | ||||||
2017 | 246 | |||||||||
| | | | | Total | $ | 463 | |||
Total | $ | 534 | ||||||||
| | | | | ||||||
| | | | | ||||||
Convertible_Redeemable_Preferr1
Convertible Redeemable Preferred Stock and Stockholders' Equity (Tables) | 1 Months Ended | 3 Months Ended | |||||||||||||||||||||||||||||
Jan. 31, 2015 | Apr. 30, 2015 | ||||||||||||||||||||||||||||||
Convertible Redeemable Preferred Stock and Stockholders' Equity | |||||||||||||||||||||||||||||||
Stock option plan activity | |||||||||||||||||||||||||||||||
Shares | Weighted | Remaining | Aggregate | ||||||||||||||||||||||||||||
Average | Contractual | Intrinsic | Available | Shares | Weighted | Remaining | Aggregate | ||||||||||||||||||||||||
Exercise | Term | Value | for Grant | Average | Contractual | Intrinsic | |||||||||||||||||||||||||
Price | Exercise | Term | Value | ||||||||||||||||||||||||||||
(in thousands) | Price | ||||||||||||||||||||||||||||||
Outstanding at January 1, 2014 | 1,150,000 | $ | 0.06 | (in thousands) | |||||||||||||||||||||||||||
Granted | 1,456,000 | $ | 0.4 | Outstanding at January 31, 2015 | 1,043,000 | 2,689,252 | $ | 0.91 | 8.58 | $ | 5,625 | ||||||||||||||||||||
Exercised | — | — | Granted | (365,000 | ) | 365,000 | $ | 3 | |||||||||||||||||||||||
Cancelled | — | — | Exercised | — | (46,916 | ) | $ | 0.24 | |||||||||||||||||||||||
| | | | | | | | | | | | | | Cancelled | 254,375 | (254,375 | ) | $ | 1.47 | ||||||||||||
Outstanding at December 31, 2013 | 2,606,000 | $ | 0.25 | ||||||||||||||||||||||||||||
Granted | 891,000 | $ | 1.85 | Outstanding at April 30, 2015 | 932,375 | 2,752,961 | $ | 1.14 | 7.41 | $ | 5,107 | ||||||||||||||||||||
Exercised | (727,643 | ) | $ | 0.14 | |||||||||||||||||||||||||||
Cancelled | (160,000 | ) | $ | 0.37 | Vested and exercisable | 1,109,670 | $ | 0.51 | 4.85 | $ | 2,768 | ||||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
Outstanding at December 31, 2014 | 2,609,357 | $ | 0.82 | 8.52 | $ | 5,686 | Vested and expected to vest | 2,629,418 | $ | 1.11 | 7.32 | $ | 4,957 | ||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
Granted | 130,000 | $ | 2.75 | ||||||||||||||||||||||||||||
Exercised | (40,105 | ) | $ | 0.95 | |||||||||||||||||||||||||||
Cancelled | (10,000 | ) | $ | 1.85 | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
Outstanding at January 31, 2015 | 2,689,252 | $ | 0.91 | 8.58 | $ | 5,625 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
Vested and exercisable | 1,019,299 | $ | 0.43 | 7.88 | $ | 2,619 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
Vested and expected to vest | 2,561,421 | $ | 0.88 | 8.55 | $ | 5,420 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
Schedule of significant ranges of outstanding and exercisable options | The following table summarizes significant ranges of outstanding and exercisable options as of April 30, 2015: | ||||||||||||||||||||||||||||||
The following table summarizes significant ranges of outstanding and exercisable options as of January 31, 2015 (in thousands, except contractual life and exercise price): | |||||||||||||||||||||||||||||||
Options Outstanding | Options Vested and Exercisable | ||||||||||||||||||||||||||||||
Options Outstanding | Options Vested and | Range of Exercise Price | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||||||||||
Exercisable | Outstanding | Average | Average | Vested and | Average | ||||||||||||||||||||||||||
Range of Exercise Price | Number | Weighted Average | Weighted | Number | Weighted | Remaining | Exercise | Exercisable | Exercise | ||||||||||||||||||||||
Outstanding | Remaining | Average | Vested and | Average | Contractual | Price | Price | ||||||||||||||||||||||||
Contractual | Exercise | Exercisable | Exercise | Life (in | |||||||||||||||||||||||||||
Life (in Years) | Price | Price | Years) | ||||||||||||||||||||||||||||
$0.05 - $0.35 | 1,548,252 | 7.83 | $ | 0.21 | 829,925 | $ | 0.17 | $0.05 - $0.25 | 819,419 | 3.37 | $ | 0.13 | 606,293 | $ | 0.09 | ||||||||||||||||
$1.00 | 130,000 | 8.87 | $ | 1.00 | 64,374 | $ | 1.00 | $0.26 - $1.00 | 692,542 | 8.31 | $ | 0.47 | 320,462 | $ | 0.49 | ||||||||||||||||
$1.85 | 881,000 | 9.66 | $ | 1.85 | 125,000 | $ | 1.85 | $1.01 - $3.00 | 1,241,000 | 9.59 | $ | 2.19 | 182,915 | $ | 1.90 | ||||||||||||||||
$2.75 | 130,000 | 9.95 | $ | 2.75 | — | — | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | 2,752,961 | 7.41 | $ | 1.14 | 1,109,670 | $ | 0.51 | ||||||||
2,689,252 | 8.58 | $ | 0.91 | 1,019,299 | $ | 0.43 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | | | | |||||||||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 1 Months Ended | 3 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | Apr. 30, 2015 | |||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||
Summary of stock based compensation expense | ||||||||||||||||||||||
The following table summarizes the stock-based compensation expenses included in our Statement of Operations and Comprehensive Loss the months ended January 31, 2015 and 2014 and the years ended December 31, 2014 and 2013 (in thousands): | The following table summarizes the stock-based compensation expenses included in the unaudited condensed consolidated statement of operations and comprehensive loss (in thousands): | |||||||||||||||||||||
Month ended | Year ended | For the three months | ||||||||||||||||||||
January 31, | December 31, | ended | ||||||||||||||||||||
2015 | 2014 | 2014 | 2013 | April 30, | ||||||||||||||||||
(Unaudited) | 2015 | 2014 | ||||||||||||||||||||
Research and development | $ | 27 | $ | 8 | $ | 228 | $ | 30 | Research and development | $ | 86 | $ | 34 | |||||||||
Sales and marketing | 40 | 1 | 147 | 7 | Sales and marketing | 124 | 16 | |||||||||||||||
General and administrative expenses | 32 | 2 | 818 | 21 | General and administrative | 90 | 65 | |||||||||||||||
| | | | | | | | | | | | | | |||||||||
Stock-based compensation expense, net of tax | $ | 99 | $ | 11 | $ | 1,193 | $ | 58 | ||||||||||||||
| | | | | | | | | | | | | | Stock-based compensation expense | $ | 300 | $ | 115 | ||||
| | | | | | | | | | | | | | |||||||||
Black scholes option pricing model fair value assumptions | ||||||||||||||||||||||
Year ended | ||||||||||||||||||||||
Month | December 31, | For the three months ended | ||||||||||||||||||||
ended | April 30, | |||||||||||||||||||||
January 31, | 2015 | 2014 | ||||||||||||||||||||
2015 | 2014 | 2013 | Expected volatility | 82.6% | 82.1% | |||||||||||||||||
Expected volatility | 82.1 | % | 82.2 | % | 82.10% | Expected term in years | 6.0 | 5.52 - 6.08 | ||||||||||||||
Expected term in years | 6.0 | 6.0 | 5.51 - 6.08 | Risk-free interest rate | 1.62%-1.99% | 0.67% - 0.89% | ||||||||||||||||
Risk-free interest rate | 1.56 | % | 1.74 | % | 0.61 - 1.62% | Expected dividend yield | — | — | ||||||||||||||
Expected dividend yield | — | % | — | % | —% | |||||||||||||||||
Formation_of_Business_of_the_C
Formation of Business of the Company (Details) (USD $) | 0 Months Ended | 53 Months Ended | 56 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Jan. 23, 2014 | Jan. 31, 2015 | Apr. 30, 2015 | Dec. 31, 2014 | Jan. 23, 2014 |
item | item | item | |||
Other Disclosures | |||||
Number of wholly owned subsidiaries | 1 | 1 | 1 | ||
Proceeds from the sale of equity securities and convertible debt securities | $9.60 | $11 | |||
Thompson Designs, Inc. common stock assumed in conjunction with Share Exchange (in shares) | 7,025,000 | ||||
Ownership interest held by BPX Stockholders | 77.80% | 77.80% | |||
BPX | |||||
Other Disclosures | |||||
Ownership interest acquired in exchange | 100.00% | 100.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Polices (Details) (USD $) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2015 | Apr. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net Value | $149,000 | $142,000 | $150,000 | $150,000 |
Amortization expense | 1,000 | 7,000 | ||
Finite-Lived Intangible Assets Estimated Amortization Expense in Future Years | ||||
2016 | 30,000 | |||
2017 | 30,000 | |||
2018 | 30,000 | |||
2019 | 30,000 | |||
2020 | 29,000 | |||
Total | 149,000 | 142,000 | ||
In Process Research and Development | ||||
Estimated Useful Life | 5 years | |||
Gross Value | 150,000 | |||
Accumulated Amortization | -1,000 | |||
Net Value | $149,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2015 | Jan. 31, 2014 | Apr. 30, 2015 | Apr. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Uncertainties | ||||||
Unrecognized tax benefits, income tax penalties and interest accrued | $0 | |||||
Unrecognized tax benefits, interest on income tax expense | 0 | |||||
Marketing and Advertising Expense | ||||||
Advertising Expense | $90,000 | $2,000 | $235,000 | $0 | $68,000 | $7,000 |
Furniture | Minimum | ||||||
Property, and Equipment | ||||||
Estimated Useful Life | 5 years | |||||
Furniture | Maximum | ||||||
Property, and Equipment | ||||||
Estimated Useful Life | 7 years | |||||
Laboratory equipment | ||||||
Property, and Equipment | ||||||
Estimated Useful Life | 5 years | |||||
Computers and equipment | ||||||
Property, and Equipment | ||||||
Estimated Useful Life | 3 years | |||||
Software | ||||||
Property, and Equipment | ||||||
Estimated Useful Life | 3 years |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Apr. 30, 2015 | Apr. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Numerator: | ||||||
Net loss available to BioPharmX common stockholders | ($1,237) | ($364) | ($3,863) | ($1,335) | ($8,129) | ($1,588) |
Denominator: | ||||||
Weighted-average shares of common stock outstanding used in the calculation of basic net loss per share attributable to BioPharmX common stockholders | 11,408,000 | 7,750,000 | 10,217,000 | 7,119,000 | ||
Effect of dilutive securities: | ||||||
Weighted-average shares of common stock outstanding used in the calculation of diluted net loss per share attributable to BioPharmX common stockholders | 11,408,000 | 7,750,000 | 10,217,000 | 7,119,000 | ||
Anti dilutive securities excluded from computation of diluted net loss per share | 9,282,000 | 3,871,000 | ||||
Convertible Redeemable Preferred Stock | ||||||
Effect of dilutive securities: | ||||||
Anti dilutive securities excluded from computation of diluted net loss per share | 4,207,987 | 4,207,987 | ||||
Stock options and awards to purchase common stock | ||||||
Effect of dilutive securities: | ||||||
Anti dilutive securities excluded from computation of diluted net loss per share | 2,882,585 | 2,606,000 | 2,802,690 | 2,606,000 | ||
Common Stock Warrants | ||||||
Effect of dilutive securities: | ||||||
Anti dilutive securities excluded from computation of diluted net loss per share | 2,702,543 | 2,702,543 |
Going_Concern_Considerations_a1
Going Concern Considerations and Management's Plan (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2015 | Jan. 31, 2014 | Apr. 30, 2015 | Apr. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Going Concern Considerations and Management's Plan | ||||||
Net loss | $1,144,000 | $364,000 | $3,624,000 | $1,335,000 | $7,807,000 | $1,588,000 |
Accumulated deficit | -10,634,000 | -14,258,000 | -9,490,000 | -1,683,000 | ||
Working capital | $148,000 | ($1,300,000) |
Inventory_Details
Inventory (Details) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |||
Inventory | |||
Work in Process | $80 | $61 | $135 |
Finished Goods | 11 | 63 | 2 |
Channel Inventory | 124 | 36 | 1 |
Total | $215 | $160 | $138 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Apr. 30, 2015 | Apr. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Property, And Equipment | |||||
Total | $266 | $266 | $38 | ||
Less: accumulated depreciation | -32 | -31 | -6 | ||
Property and equipment, net | 234 | 226 | 235 | 32 | |
Depreciation | 1 | 8 | 2 | 25 | 5 |
Furniture | |||||
Property, And Equipment | |||||
Total | 18 | 18 | 11 | ||
Laboratory equipment | |||||
Property, And Equipment | |||||
Total | 26 | 26 | 12 | ||
Computers and equipment | |||||
Property, And Equipment | |||||
Total | 78 | 78 | 15 | ||
Software | |||||
Property, And Equipment | |||||
Total | $144 | $144 |
Restricted_Cash_Details
Restricted Cash (Details) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |||
Restricted Cash | |||
Restricted cash | $35 | $35 | $35 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Accrued Liabilities | ||||
Marketing | $72 | $267 | ||
Legal | 80 | 89 | ||
Production | 57 | |||
Intellectual property | 90 | |||
Other | 42 | 4 | 22 | 19 |
Total accrued liabilities | $417 | $4 | $426 | $198 |
Related_Party_Payables_Details
Related Party Payables (Details) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Related party payables | $274,000 | $218,000 | $199,000 | $125,000 |
Founding Executives | ||||
Related party payables | $218,000 | $199,000 | $125,000 |
LongTerm_Obligations_Details
Long-Term Obligations (Details) (6% Convertible Notes, USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2015 | Jan. 31, 2014 | Mar. 31, 2014 | Nov. 30, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | |
item | item | item | ||||
6% Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Number of purchasers of convertible debt | 13 | 2 | 12 | |||
Issuance of notes in exchange for cash | $1,000,000 | $200,000 | $1,000,000 | |||
Interest rate on convertible notes | 6.00% | 6.00% | 6.00% | |||
Percentage of fair value of common stock used for conversion price at maturity | 80 | 80 | ||||
Debt discount recognized | 0 | 148,000 | 204,000 | 206,000 | ||
Amortization of debt discount | $0 | $12,000 | $49,000 | $41,000 |
LongTerm_Obligations_Details_2
Long-Term Obligations (Details 2) (USD $) | 12 Months Ended | |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Apr. 30, 2015 |
Series A Convertible Redeemable Preferred Stock | ||
Temporary Equity [Line Items] | ||
Number of shares issued | 4,207,987 | |
Share Price | $1.85 | |
Warrant | Series A Warrant | ||
Temporary Equity [Line Items] | ||
Warrants to purchase shares | 2,042,583 | 1,661,055 |
Warrants exercise price | $3.70 | |
Private Placement | Series A Warrant | ||
Temporary Equity [Line Items] | ||
Warrants to purchase shares | 2,000,000 | |
Warrants exercise price | $3.70 | |
Private Placement | Series A Convertible Redeemable Preferred Stock | ||
Temporary Equity [Line Items] | ||
Number of shares issued | 4,200,000 | |
Share Price | $1.85 | |
Proceeds from transactions | $7.30 |
LongTerm_Obligations_Details_3
Long-Term Obligations (Details 3) (6% Convertible Notes, USD $) | 0 Months Ended | |
In Millions, except Share data, unless otherwise specified | Apr. 11, 2014 | Jan. 31, 2015 |
6% Convertible Notes | ||
Debt Instrument [Line Items] | ||
Balance, net of unamortized discounts, converted | $1.80 | |
Shares issued for conversion of notes payable | 1,526,001 | |
Convertible notes payable | $0 |
Commitments_and_Contigencies_D
Commitments and Contigencies (Details) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 | Aug. 23, 2013 |
In Thousands, unless otherwise specified | sqft | sqft | sqft |
Future Minimum Commitments [Abstract] | |||
Leased office and laboratory space | 10,800 | 10,800 | 10,800 |
2015 | $288 | ||
2016 | 246 | 246 | |
Total | $463 | $534 |
Commitments_and_Contigencies_D1
Commitments and Contigencies (Details 2) | 1 Months Ended | 3 Months Ended |
Jan. 31, 2015 | Apr. 30, 2015 | |
License Agreement | ||
Legal proceedings description | 5.00% | |
License Agreement | Iogen LLC | ||
License Agreement | ||
Non Royalty license fee equal to a certain percentage of net profit associated with OTC product | 30.00% | 30.00% |
Non Royalty license fee equal to a certain percentage of net royalties received from any sub-licensee | 30.00% | 30.00% |
License Agreement | Prescription Iodine Tablet | Iogen LLC | ||
License Agreement | ||
Royalty fee percentage based on net sales over a specific time period of commercialization | 3.00% | 3.00% |
Royalty fee percentage based on net sales after a specific period of time | 2.00% | 2.00% |
Time period for determining initial royalty fee as a percent of net sales | 24 months | 24 months |
License Agreement | Other Products | Iogen LLC | ||
License Agreement | ||
Royalty fee percentage based on net sales over a specific time period of commercialization | 3.00% | 3.00% |
Royalty fee percentage based on net sales from initial period until expiration of applicable patents | 2.00% | 2.00% |
Royalty fee percentage based on net sales after a specific period of time | 1.00% | 1.00% |
Time period for determining initial royalty fee as a percent of net sales | 12 months | 12 months |
Commitments_and_Contigencies_D2
Commitments and Contigencies (Details 3) (USD $) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2015 | Apr. 30, 2015 | Dec. 31, 2013 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Royalties paid | $0 | $0 | |
Intangible assets, net | 149,000 | 142,000 | |
Intellectual Property | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Fees to Iogen capitalized | $150,000 |
Convertible_Redeemable_Preferr2
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||
Jan. 23, 2014 | Mar. 27, 2013 | Jan. 31, 2015 | Apr. 30, 2015 | Dec. 31, 2014 | Apr. 11, 2014 | Dec. 31, 2013 | Nov. 30, 2014 | |
Convertible Redeemable Preferred Stock and Stockholders' Equity | ||||||||
Number of founders terminated | 1 | |||||||
Shares repurchased | 375,000 | |||||||
Shares repurchased amount | $18,000 | |||||||
Statement [Line Items] | ||||||||
Stock issued to BioPharmX shareholders | 7,025,000 | |||||||
Stock issued upon the exercise of stock options | 40,105 | 46,916 | 727,643 | |||||
Stock issued | 11,415,416 | 12,026,994 | 11,375,311 | 7,025,000 | ||||
Stock outstanding | 11,415,416 | 12,026,994 | 11,375,311 | 7,025,000 | ||||
Common Stock | ||||||||
Statement [Line Items] | ||||||||
Stock issued to BioPharmX shareholders | 7,025,000 | 2,000,000 | ||||||
Stock issued on conversion of convertible notes | 1,526,001 | |||||||
Stock issued upon the exercise of stock options | 40,105 | 727,643 | ||||||
Stock issued | 11,415,416 | |||||||
Stock outstanding | 11,375,311 | |||||||
Korea Investment Partners | ||||||||
Statement [Line Items] | ||||||||
Stock issued | 290,000 | |||||||
Stock vested | 96,667 | |||||||
Stock expected to vest | 193,333 | |||||||
Investment limit for vesting remaining common stock | $2,000,000 |
Convertible_Redeemable_Preferr3
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details 2) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Jan. 31, 2015 | Apr. 30, 2015 | 15-May-14 | Dec. 31, 2013 | |
Temporary Equity [Line Items] | |||||
Common stock, par value (in dollars per share) | $0.00 | $0.00 | 0.001 | $0.00 | |
Adjustment to paid-in capital, warrant fair value | $204,000 | ||||
Series A Warrant | Warrant | |||||
Temporary Equity [Line Items] | |||||
Number of shares of common stock subject to warrant | 2,042,583 | 1,661,055 | |||
Warrants exercise price | $3.70 | ||||
Adjustment to paid-in capital, warrant fair value | 845,000 | ||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |||||
Dividend rate | 0.00% | 0.00% | |||
Risk-free rate | 1.60% | ||||
Contractual term | 5 years | ||||
Expected volatility | 88.80% | 85.90% | |||
Series A Warrant | Warrant | Minimum | |||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |||||
Risk-free rate | 1.60% | ||||
Contractual term | 4 years | ||||
Series A Warrant | Warrant | Maximum | |||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |||||
Risk-free rate | 4.00% | ||||
Contractual term | 5 years | ||||
Service Provider Warrant | Warrant | |||||
Temporary Equity [Line Items] | |||||
Number of shares of common stock subject to warrant | 316,395 | ||||
Warrants exercise price | $2.04 | ||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |||||
Warrant expense | 99,000 | ||||
Convertible Debt Warrant | Warrant | |||||
Temporary Equity [Line Items] | |||||
Number of shares of common stock subject to warrant | 343,559 | ||||
Warrants exercise price | $1.85 | ||||
Adjustment to paid-in capital, warrant fair value | 105,000 | ||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |||||
Dividend rate | 0.00% | ||||
Risk-free rate | 1.60% | ||||
Contractual term | 5 years | ||||
Expected volatility | 88.80% | ||||
Series A Convertible Redeemable Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Preferred stock, par value | $0.00 | $0.00 | 0.001 | $0.00 | |
Number of shares sold | 4,207,987 | ||||
Price per share | $1.85 | ||||
Gross proceeds from issuance | 7,500,000 | ||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |||||
Number of shares required to obtain Board representation | 500,000 | 500,000 | |||
Period of time for listing | 3 years | 3 years | |||
Issuance covenant, Required number of Board of Director members | 5 | 5 | |||
Issuance covenant, Number of Board Of Director members appointed by qualified subscribers | 1 | 1 | |||
Interest rate | 6.00% | ||||
Interest accreted | $209,000 | ||||
Number of common shares into which share is convertible | 1 | ||||
Series A Convertible Redeemable Preferred Stock | Minimum | |||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |||||
Percentage of shares outstanding required to obtain Board representation | 30.00% | 30.00% | |||
Series A Convertible Redeemable Preferred Stock | Subscription Agreement | |||||
Temporary Equity [Line Items] | |||||
Number of shares sold | 4,207,987 | ||||
Series A Convertible Redeemable Preferred Stock | Series A Warrant | |||||
Temporary Equity [Line Items] | |||||
Number of purchasers of stock | 47 |
Convertible_Redeemable_Preferr4
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details 3) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2015 | Apr. 30, 2015 | Nov. 07, 2014 | Jan. 23, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for grant | 1,043,000 | 932,375 | ||
Expiration period | 10 years | |||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 2 years | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
2014 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for grant | 1,043,000 | |||
Number of shares reserved and available for grant | 4,500,000 | 2,700,000 | ||
2014 Equity Incentive Plan | Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration period | 10 years | 10 years | ||
2014 Equity Incentive Plan | Minimum | Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 2 years | 2 years | ||
2014 Equity Incentive Plan | Maximum | Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | 4 years |
Convertible_Redeemable_Preferr5
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details 4) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Apr. 30, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Shares | ||||||
Outstanding, Beginning | 2,609,357 | 2,606,000 | 2,689,252 | 2,606,000 | 1,150,000 | |
Granted | 130,000 | 0 | 365,000 | 891,000 | 1,456,000 | |
Exercised | -40,105 | -46,916 | -727,643 | |||
Cancelled | -10,000 | -254,375 | -160,000 | |||
Outstanding, Ending | 2,689,252 | 2,752,961 | 2,689,252 | 2,609,357 | 2,606,000 | |
Vested and exercisable | 1,019,299 | 1,109,670 | 1,019,299 | |||
Vested and expected to vest | 2,561,421 | 2,629,418 | 2,561,421 | |||
Weighted Average Exercise Price | ||||||
Outstanding, Beginning | $0.82 | $0.25 | $0.91 | $0.25 | $0.06 | |
Granted | $2.75 | $3 | $1.85 | $0.40 | ||
Exercised | $0.95 | $0.24 | $0.14 | |||
Canceled | $1.85 | $1.47 | $0.37 | |||
Outstanding, Ending | $0.91 | $1.14 | $0.91 | $0.82 | $0.25 | |
Vested and exercisable | $0.43 | $0.51 | $0.43 | |||
Vested and expected to vest | $0.88 | $1.11 | $0.88 | |||
Weighted-average grant date fair value (in dollars per share) | $1.92 | $1.10 | $0.28 | |||
Remaining contractual term | ||||||
Outstanding | 8 years 6 months 29 days | 7 years 4 months 28 days | 8 years 6 months 29 days | 8 years 6 months 7 days | ||
Vested and exercisable | 7 years 10 months 17 days | 4 years 10 months 6 days | ||||
Vested and expected to vest | 8 years 6 months 18 days | 7 years 3 months 26 days | ||||
Aggregate intrinsic value of stock options outstanding and exercisable | $5,420 | $4,957 | $5,420 | |||
Share Based Compensation Arrangement by Share Based Payment Award Options Intrinsic Value [Abstract] | ||||||
Outstanding | 5,625 | 5,107 | 5,625 | 5,686 | ||
Vested and exercisable | 2,619 | 2,768 | 2,619 | |||
Vested and expected to vest | $5,420 | $4,957 | $5,420 |
Convertible_Redeemable_Preferr6
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details 5) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2015 | Apr. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Options Outstanding | ||||
Number Outstanding (in shares) | 2,689,252 | 2,752,961 | ||
Weighted Average Remaining Contract Life | 8 years 6 months 29 days | 7 years 4 months 28 days | ||
Weighted Average Exercise Prices (in dollars per share) | $0.91 | $1.14 | ||
Options Exercisable | ||||
Number Exercisable (in shares) | 1,019,299 | 1,109,670 | ||
Weighted Average Exercise Price (in dollars per share) | $0.43 | $0.51 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Total intrinsic value of options exercised | $82,000 | $126,000 | $676,000 | $0 |
Total compensation costs not yet recognized | $2,500,000 | $2,900,000 | ||
Average remaining amortization period for recognition of expense | 3 years 3 months 4 days | 3 years 26 days | ||
$0.05 - $0.35 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise prices, low end of range (in dollars per share) | $0.05 | |||
Exercise prices, high end of range (in dollars per share) | $0.35 | |||
Options Outstanding | ||||
Number Outstanding (in shares) | 1,548,252 | |||
Weighted Average Remaining Contract Life | 7 years 9 months 29 days | |||
Weighted Average Exercise Prices (in dollars per share) | $0.21 | |||
Options Exercisable | ||||
Number Exercisable (in shares) | 829,925 | |||
Weighted Average Exercise Price (in dollars per share) | $0.17 | |||
$1.00 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise prices, high end of range (in dollars per share) | $1 | |||
Options Outstanding | ||||
Number Outstanding (in shares) | 130,000 | |||
Weighted Average Remaining Contract Life | 8 years 10 months 13 days | |||
Weighted Average Exercise Prices (in dollars per share) | $1 | |||
Options Exercisable | ||||
Number Exercisable (in shares) | 64,374 | |||
Weighted Average Exercise Price (in dollars per share) | $1 | |||
$1.85 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise prices, high end of range (in dollars per share) | $1.85 | |||
Options Outstanding | ||||
Number Outstanding (in shares) | 881,000 | |||
Weighted Average Remaining Contract Life | 9 years 7 months 28 days | |||
Weighted Average Exercise Prices (in dollars per share) | $1.85 | |||
Options Exercisable | ||||
Number Exercisable (in shares) | 125,000 | |||
Weighted Average Exercise Price (in dollars per share) | $1.85 | |||
$2.75 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise prices, high end of range (in dollars per share) | $2.75 | |||
Options Outstanding | ||||
Number Outstanding (in shares) | 130,000 | |||
Weighted Average Remaining Contract Life | 9 years 11 months 12 days | |||
Weighted Average Exercise Prices (in dollars per share) | $2.75 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Share-based Compensation | ||||
Stock-based compensation expense, net of tax | $99 | $11 | $1,193 | $58 |
Expiration period | 10 years | |||
Minimum | ||||
Share-based Compensation | ||||
Vesting period | 2 years | |||
Maximum | ||||
Share-based Compensation | ||||
Vesting period | 4 years | |||
Research and Development | ||||
Share-based Compensation | ||||
Stock-based compensation expense, net of tax | 27 | 8 | 228 | 30 |
Sales and Marketing | ||||
Share-based Compensation | ||||
Stock-based compensation expense, net of tax | 40 | 1 | 147 | 7 |
General and Administrative Expenses | ||||
Share-based Compensation | ||||
Stock-based compensation expense, net of tax | $32 | $2 | $818 | $21 |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 2) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2015 | Jan. 31, 2014 | Apr. 30, 2015 | Apr. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected volatility | 82.10% | 82.60% | 82.10% | 82.20% | 82.10% | |
Expected term in years | 6 years | 6 years | 6 years | |||
Risk-free interest rate | 1.56% | 1.74% | ||||
Granted | 130,000 | 0 | 365,000 | 891,000 | 1,456,000 | |
Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected term in years | 5 years 6 months 7 days | 5 years 6 months 4 days | ||||
Risk-free interest rate | 1.62% | 0.67% | 0.61% | |||
Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected term in years | 6 years 29 days | 6 years 1 month 6 days | ||||
Risk-free interest rate | 1.99% | 0.89% | 1.62% |
Employee_Benefit_Plan_Details
Employee Benefit Plan ( Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Benefit Plan | |||
Employee maximum contribution percentage | 100.00% | ||
Employer discretionary contribution amount | $0 | $0 | $0 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2015 | Apr. 30, 2015 | Apr. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Federal income taxes | $0 | $0 | $0 | $0 | $0 |
Net deferred tax assets | 3,600,000 | 3,200,000 | 594,000 | ||
Increase in valuation | 400,000 | 2,600,000 | 563,000 | ||
Federal | |||||
Operating loss carryforwards | 8,800,000 | ||||
Expiration year | 31-Dec-31 | ||||
State | California | |||||
Operating loss carryforwards | $8,800,000 | ||||
Expiration year | 31-Dec-31 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |
Apr. 30, 2015 | Apr. 01, 2015 | Apr. 19, 2015 | Apr. 01, 2015 | Apr. 09, 2015 | |
Subsequent Event [Line Items] | |||||
Proceeds from Warrant Exercises | $1,412,000 | ||||
Previously Reported | Series A Warrant | |||||
Subsequent Event [Line Items] | |||||
Warrants exercise price | $3.70 | ||||
Actual | Series A Warrant | |||||
Subsequent Event [Line Items] | |||||
Warrants exercise price | $2.50 | ||||
Common Stock | Series A Warrant | |||||
Subsequent Event [Line Items] | |||||
Proceeds from Warrant Exercises | 1,411,655 | ||||
Common Stock | Maximum | |||||
Subsequent Event [Line Items] | |||||
Aggregate offering amount | 20,000,000 | ||||
Subsequent event | Previously Reported | Series A Warrant | |||||
Subsequent Event [Line Items] | |||||
Warrants exercise price | $3.70 | $3.70 | |||
Subsequent event | Actual | Series A Warrant | |||||
Subsequent Event [Line Items] | |||||
Warrants exercise price | $2.50 | $2.50 | |||
Subsequent event | Common Stock | Series A Warrant | |||||
Subsequent Event [Line Items] | |||||
Number of warrants exercised (in shares) | 564,662 | ||||
Proceeds from Warrant Exercises | 1,411,535 | ||||
Subsequent event | Common Stock | Forecast | Maximum | |||||
Subsequent Event [Line Items] | |||||
Aggregate offering amount | $20,000,000 |
Unaudited_Condensed_Consolidat
Unaudited Condensed Consolidated Balance Sheets (USD $) | Apr. 30, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | |||||||
Cash | $479,000 | $1,305,000 | $2,111,000 | $928,000 | $360,000 | $3,000 | $138,000 |
Accounts receivable | 6,000 | 1,000 | 2,000 | ||||
Inventories | 215,000 | 160,000 | 138,000 | ||||
Prepaid expenses and other current assets | 672,000 | 239,000 | 269,000 | 36,000 | |||
Total current assets | 1,372,000 | 1,705,000 | 2,520,000 | 39,000 | |||
Property and equipment, net | 226,000 | 234,000 | 235,000 | 32,000 | |||
Intangible assets | 142,000 | 149,000 | 150,000 | 150,000 | |||
Other assets | 50,000 | 50,000 | 50,000 | 150,000 | |||
Restricted cash | 35,000 | 35,000 | 35,000 | ||||
Total assets | 1,825,000 | 2,173,000 | 2,990,000 | 371,000 | |||
Current liabilities: | |||||||
Accounts payable | 1,781,000 | 1,152,000 | 486,000 | 229,000 | |||
Accrued expenses and other current liabilities | 417,000 | 59,000 | |||||
Payroll liabilities | 202,000 | 128,000 | 199,000 | 64,000 | |||
Related party payables | 274,000 | 218,000 | 199,000 | 125,000 | |||
Total current liabilities | 2,674,000 | 1,557,000 | 1,367,000 | 771,000 | |||
Commitments and contingencies (Note 5) | |||||||
Stockholders' deficit: | |||||||
Common stock, $0.001 par value; 90,000,000 shares authorized; 12,026,994 and 11,415,416 shares issued and outstanding at April 30, 2015 and January 31, 2015, respectively | 12,000 | 11,000 | 11,000 | 7,000 | |||
Additional paid in capital | 6,336,000 | 4,416,000 | 4,372,000 | 306,000 | |||
Accumulated deficit | -14,258,000 | -10,634,000 | -9,490,000 | -1,683,000 | |||
Total stockholders' deficit | -7,910,000 | -6,207,000 | -5,107,000 | -1,370,000 | -46,000 | ||
Total liabilities, convertible redeemable preferred stock and stockholder's deficit | 1,825,000 | 2,173,000 | 2,990,000 | 371,000 | |||
Series A Convertible Redeemable Preferred Stock | |||||||
Current liabilities: | |||||||
Series A convertible redeemable preferred stock, $0.001 par value; 10,000,000 shares authorized; 4,207,987 issued and outstanding at April 30, 2015 and January 31, 2015 (liquidation preference of $8.2 million as of April 30, 2015) | $7,061,000 | $6,823,000 | $6,730,000 |
Unaudited_Condensed_Consolidat1
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, except Share data, unless otherwise specified | ||||
Common stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | 90,000,000 | 90,000,000 | 90,000,000 | 90,000,000 |
Common stock, issued | 12,026,994 | 11,415,416 | 11,375,311 | 7,025,000 |
Common stock, shares outstanding | 12,026,994 | 11,415,416 | 11,375,311 | 7,025,000 |
Series A Convertible Redeemable Preferred Stock | ||||
Par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 |
Shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Shares issued | 4,207,987 | 4,207,987 | 4,207,987 | 0 |
Shares outstanding | 4,207,987 | 4,207,987 | 4,207,987 | 0 |
Liquidation preference | $8.10 | $8 |
Unaudited_Condensed_Consolidat2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Apr. 30, 2015 |
Consolidated Statements of Operations and Comprehensive Loss | |
Revenues, net | $4 |
Cost of goods sold | 9 |
Gross margin | -5 |
Operating expenses: | |
Research and development | 1,076 |
Sales and marketing | 1,081 |
General and administrative | 1,026 |
Total operating expenses | 3,183 |
Loss from operations | -3,188 |
Other expense | -436 |
Net and comprehensive loss | -3,624 |
Accretion on Series A convertible redeemable preferred stock | -123 |
Deemed dividend on Series A convertible redeemable preferred stock | -116 |
Net loss available to common stockholders | ($3,863) |
Basic and diluted net loss available to common stockholders per share | ($0.33) |
Shares used in computing basic and diluted net loss per share | 11,741,000 |
Unaudited_Condensed_Consolidat3
Unaudited Condensed Consolidated Statements of Cash Flows (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Apr. 30, 2015 | Apr. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash flows from operating activities: | ||||||
Net loss | ($1,144) | ($364) | ($3,624) | ($1,335) | ($7,807) | ($1,588) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Stock-based compensation expense | 99 | 11 | 300 | 115 | 1,193 | 58 |
Expense related to modification of warrants | 436 | |||||
Depreciation expense | 1 | 8 | 2 | 25 | 5 | |
Amortization expense | 1 | 7 | ||||
Noncash interest expense | 12 | 25 | 76 | 74 | ||
Changes in assets and liabilities: | ||||||
Accounts receivable | 1 | -5 | -2 | |||
Inventories | -22 | -55 | -138 | |||
Prepaid expenses and other assets | 30 | -21 | -896 | -265 | -133 | -184 |
Accounts payable | 666 | 36 | 1,092 | 197 | 257 | 446 |
Accrued expenses and other liabilities | -424 | -20 | 358 | -29 | 214 | |
Payroll liabilities | -71 | -39 | 74 | 34 | 135 | |
Related party payables | 19 | 1 | 56 | 97 | 74 | 109 |
Net cash used in operating activities | -844 | -384 | -2,249 | -1,159 | -6,001 | -1,080 |
Cash flows from investing activities: | ||||||
Purchases of property and equipment | -8 | -9 | -228 | -25 | ||
Net cash used in investing activities | -8 | -9 | -263 | -85 | ||
Cash flows from financing activities: | ||||||
Proceeds from exercise of common stock | 38 | 11 | 99 | |||
Net proceeds issuance of convertible redeemable preferred stock and warrants | 1,456 | 7,253 | ||||
Proceeds from exercise of common stock warrants | 1,412 | |||||
Proceeds from issuance of convertible notes payable | 749 | 280 | 1,020 | 1,030 | ||
Net cash provided by financing activities | 38 | 749 | 1,423 | 1,736 | 8,372 | 1,030 |
Net increase decrease in cash | -806 | 357 | -826 | 568 | 2,108 | -135 |
Cash at beginning of year | 2,111 | 3 | 1,305 | 360 | 3 | 138 |
Cash at end of year | $1,305 | $360 | $479 | $928 | $2,111 | $3 |
Description_Of_Business_And_Su
Description Of Business And Summary Of Significant Accounting Policies | 3 Months Ended |
Apr. 30, 2015 | |
Formation and Business of the Company | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1.DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Description of Business | |
BioPharmX Corporation (the “Company”) is incorporated under the laws of the state of Delaware and originally incorporated on August 30, 2010 in Nevada under the name Thompson Designs, Inc. The Company has one wholly owned subsidiary, BioPharmX, Inc. a Nevada corporation. The Company is a specialty pharmaceutical company focused on utilizing its proprietary drug delivery technologies to develop and commercialize novel prescription and over-the-counter, or OTC, products that address large markets in women’s health and dermatology. The Company’s objective is to develop products that treat health or age-related conditions that (1) are not presently being addressed or treated at all or (2) are currently treated with drug therapies or drug delivery approaches that are suboptimal. The Company’s strategy is designed to bring new products to market by identifying optimal delivery mechanisms and/or alternative applications for FDA-approved active pharmaceutical ingredients, or APIs, while in appropriate circumstances, reducing the time, cost and risk typically associated with new product development by repurposing drugs with demonstrated safety profiles taking advantage of the regulatory approval pathway under Section 505(b)(2) of the Federal Food, Drug and Cosmetic Act available for repurposed/reformulated drugs. The Company believes the 505(b)(2) regulatory pathway may reduce drug development risk and could reduce the time and resources it spends during development. | |
Since the Company’s inception, substantially all of the Company’s efforts have been devoted to developing its product candidates, including conducting preclinical and clinical trials and providing general and administrative support for its operations. The Company commercially launched its breast health supplement at the end of 2014, although to-date the Company has generated a de minimis amount of revenue from product sales and the Company is not dependent on sales to any one customer. The Company has financed its operations primarily through the sale of equity securities and convertible debt securities from which it raised $11.0 million of net cash from its inception through April 30, 2015. | |
Change in Fiscal Year End | |
On March 26, 2015, the board of directors of the Company approved a change in its fiscal year end from December 31 to January 31. | |
Basis of Presentation and Principles of Consolidation | |
These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts of the Company and its subsidiary. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on March 30, 2015, and the Transition Report on Form 10-K for the one-month transition period ended January 31, 2015, filed on April 20, 2015. The condensed consolidated balance sheet as of January 31, 2015, included herein, was derived from the audited consolidated financial statements as of that date. | |
The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s statement of financial position as of April 30, 2015 and January 31, 2015, and the Company’s results of operations and its cash flows for the three months ended April 30, 2015 and 2014. The results for the three months ended April 30, 2015 are not necessarily indicative of the results to be expected for the year ending January 31, 2016 or any future period. | |
Use of Estimates | |
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses recognized during the reported period. Actual results could differ from those estimates. | |
Impairment of Long-Lived Assets | |
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, management determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. The Company has not identified any such impairment losses to date. | |
Advertising Expenses | |
The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses were $235,000 for the three months ended April 30, 2015. No advertising expenses were incurred for the three months ended April 30, 2014. | |
Net Loss per Share | |
Basic net loss per share attributable to common stockholders is calculated based on the weighted-average number of shares of the Company’s common stock outstanding during the period. Diluted net loss per share attributable to common stockholders is calculated based on the weighted-average number of shares of the Company’s common stock outstanding and other dilutive securities outstanding during the period. The potential dilutive shares of common stock resulting from the assumed exercise of outstanding stock options and the assumed conversion of convertible notes are determined under the treasury stock method. | |
For the three months ended April 30, 2015 and 2014, 9,282,000 and 3,871,000 potentially dilutive securities, respectively, were excluded from the computation of diluted loss per share because their effect on net loss per share would be anti-dilutive. | |
Deferred Offering Costs | |
Deferred offering costs, which primarily consist of legal, accounting and other regulatory fees relating to a proposed public offering of the Company’s common stock (the “Offering”), are capitalized within prepaid expenses and other current assets. The deferred offering costs will be offset against the Offering proceeds upon the consummation of the Offering. In the event the Offering is terminated, deferred offering costs will be expensed. | |
Summary of Significant Accounting Policies | |
These unaudited interim condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual financial statements and notes thereto contained in the Annual Report on Form 10-K and the Transition Report on Form 10-K for the one-month transition period ended January 31, 2015. There have been no significant changes in the Company’s significant accounting policies for the three months ended April 30, 2015, as compared to the significant accounting policies described in the Annual Report on Form 10-K and the Transition Report on Form 10-K for the one-month transition period ended January 31, 2015. | |
Going_Concern_Considerations_a2
Going Concern Considerations and Management's Plan | 1 Months Ended | 3 Months Ended | |||
Jan. 31, 2015 | Apr. 30, 2015 | ||||
Going Concern Considerations and Management's Plan | |||||
GOING CONCERN CONSIDERATIONS AND MANAGEMENT'S PLAN | 4. GOING CONCERN CONSIDERATIONS AND MANAGEMENT'S PLAN | 2. GOING CONCERN CONSIDERATIONS AND MANAGEMENT’S PLAN | |||
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred recurring losses and negative cash flows from operations since inception. The Company has not generated revenues and has funded its operating losses through the issuance of convertible notes payable and Series A convertible redeemable preferred stock ("Series A preferred stock"). The Company has a limited operating history and its prospects are subject to risks, expenses and uncertainties frequently encountered by companies in the industry. | |||||
The significant risks and uncertainties described herein could have a significant negative impact on the financial viability of BioPharmX and raise substantial doubt about the Company's ability to continue as a going concern. Management is working on the Company's business model to increase working capital by managing its cash flow, securing financing and introducing its first product to market. | The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred recurring losses and negative cash flows from operations since inception. The Company has generated de minimis revenues and has funded its operating losses through the issuance of convertible notes payable, Series A convertible redeemable preferred stock and warrants. | ||||
Risks include, but are not limited to, the uncertainty of availability of additional financing and the uncertainty of achieving future profitability. Management of the Company intends to raise additional funds through the issuance of equity securities. There can be no assurance that such financing will be available or on terms which are favorable to the Company. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending could have a material adverse effect on the Company's ability to achieve its intended business objectives. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not contain any adjustments that might result from the outcome of this uncertainty. | |||||
As shown in the accompanying consolidated financial statements, the Company incurred a net loss of $1.1 million and $364,000 (unaudited) during the months ended January 31, 2015 and 2014, respectively, and $7.8 million and $1.6 million during the years ended December 31, 2014 and 2013, respectively, and had an accumulated deficit of $10.6 million as of January 31, 2015. As of January 31, 2015, the Company had working capital of $148,000. While management of the Company believes that it has a plan to fund ongoing operations, there is no assurance that its plan will be successfully implemented. The Company is experiencing the following risks and uncertainties in the business: | The Company has a limited operating history and its prospects are subject to risks, expenses and uncertainties frequently encountered by companies in the industry. | ||||
The discovery of key raw materials to formulate novel products depends on the Company's ability to identify, negotiate and secure procurement of such materials. This also depends on the Company's ability to establish comprehensive and long term vendor contracts and relationships. | |||||
The Company's ability to compete and to achieve its product platform strategy depends on its ability to protect its proprietary discoveries and technologies. The Company currently relies on a combination of copyrights, trademarks, trade secret laws and confidentiality agreements to protect its intellectual property rights. The Company also relies upon unpatented know-how and continuing technological innovation. | The significant risks and uncertainties described herein could have a significant negative impact on the financial viability of the Company and raise substantial doubt about the Company’s ability to continue as a going concern. On April 9, 2015, the Company filed a registration statement on Form S-1 pursuant to the Securities Act of 1933, as amended (the “Registration Statement”), with the SEC in connection with the Offering for an aggregate offering amount of up to $20 million. Management is implementing a business model to increase working capital by managing its cash flow, securing financing and increasing revenue related to its first product. | ||||
The Company's continued operations are dependent upon its ability to identify, recruit and retain adequate management personnel and contractors to perform certain jobs such as research and development, patent generation, regulatory affairs and general administrative functions. The Company requires highly trained professionals of varying levels and experience along with a flexible work force. | |||||
The Company's ability to generate income in the short-run will depend greatly on the rate of adoption and ability to establish a market for the Company's VI2OLET iodine dietary supplement. | Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not contain any adjustments that might result from the outcome of this uncertainty. | ||||
Research and development for novel prescription or OTC based products can be very extensive and lengthy in nature; and the clinical trial process with the Food and Drug Administration can require significant funding and time consuming patient studies. The competitive landscape could change significantly over the time period to complete targeted product development milestones. The current competition for BioPharmX's products could also turn into strategic partners or potential acquirers in the future. | |||||
As shown in the accompanying condensed consolidated financial statements, the Company incurred a net loss of $3.6 million and $1.3 million during the three months ended April 30, 2015 and 2014, respectively, and had an accumulated deficit of $14.3 million as of April 30, 2015. As of April 30, 2015, the Company had a working capital deficit of $1.3 million. While management of the Company believes that it has a plan to fund ongoing operations, there is no assurance that its plan will be successfully implemented. The Company is experiencing the following risks and uncertainties in the business: | |||||
· | The discovery of key raw materials to formulate novel products depends on the Company’s ability to identify, negotiate and secure procurement of such materials. This also depends on the Company’s ability to establish comprehensive and long-term vendor contracts and relationships. | ||||
· | The Company’s ability to compete and to achieve its product platform strategy depends on its ability to protect its proprietary discoveries and technologies. The Company currently relies on a combination of copyrights, trademarks, trade secret laws and confidentiality agreements to protect its intellectual property rights. The Company also relies upon unpatented know-how and continuing technological innovation. | ||||
· | The Company’s continued operations are dependent upon its ability to identify, recruit and retain adequate management personnel and contractors to perform certain jobs, such as research and development, patent generation, regulatory affairs and general administrative functions. The Company requires highly trained professionals of varying levels and experience along with a flexible work force. | ||||
· | The Company’s ability to generate income in the short-run will depend greatly on the rate of adoption and ability to establish a market for the Company’s VI2OLET iodine dietary supplement. | ||||
· | Research and development for novel prescription or OTC based products can be very extensive and lengthy in nature, and the clinical trial process with the Food and Drug Administration can require significant funding and time consuming patient studies. The competitive landscape could change significantly over the time period to complete targeted product development milestones. The current competition for the Company’s products could also turn into strategic partners or potential acquirers in the future. | ||||
Balance_Sheet_Detail
Balance Sheet Detail | 3 Months Ended | |||||||
Apr. 30, 2015 | ||||||||
Balance Sheet Detail | ||||||||
BALANCE SHEET DETAIL | 3.BALANCE SHEET DETAIL | |||||||
April 30, | January 31, | |||||||
2015 | 2015 | |||||||
(in thousands) | ||||||||
Inventories: | ||||||||
Work in process | $ | 80 | $ | 61 | ||||
Finished goods | 11 | 63 | ||||||
Channel inventory | 124 | 36 | ||||||
Total | $ | 215 | $ | 160 | ||||
April 30, | January 31, | |||||||
2015 | 2015 | |||||||
(in thousands) | ||||||||
Prepaid expenses and other current assets: | ||||||||
Deferred offering costs | $ | 490 | $ | 57 | ||||
Other | 182 | 182 | ||||||
Total | $ | 672 | $ | 239 | ||||
April 30, | January 31, | |||||||
2015 | 2015 | |||||||
(in thousands) | ||||||||
Accrued expenses and other current liabilities: | ||||||||
Professional service fees | $ | 209 | $ | — | ||||
Marketing | 72 | — | ||||||
Deferred revenue | 51 | 6 | ||||||
Deferred rent | 43 | 49 | ||||||
Other | 42 | 4 | ||||||
Total | $ | 417 | $ | 59 | ||||
Related_Party_Payables1
Related Party Payables | 1 Months Ended | 3 Months Ended |
Jan. 31, 2015 | Apr. 30, 2015 | |
Related Party Payables | ||
RELATED PARTY PAYABLES | 10. RELATED PARTY PAYABLES | 4.RELATED PARTY PAYABLES |
Since inception, the founding executives of the Company have made advances to cover short-term operating expenses. Additionally, since the beginning of 2014 a portion of their compensation is being deferred and is included in this balance. These advances and deferred compensation are non-interest bearing. As of January 31, 2015, December 31, 2014 and 2013, related party payables were $218,000, $199,000 and $125,000, respectively. | ||
Since inception, the founding executives of the Company have made advances to cover short-term operating expenses. Additionally, since the beginning of 2014 a portion of their compensation has been deferred and is included in this balance. These advances and deferred compensation are non-interest bearing. | ||
Commitments_and_Contigencies1
Commitments and Contigencies | 1 Months Ended | 3 Months Ended | ||||||||
Jan. 31, 2015 | Apr. 30, 2015 | |||||||||
Commitments and Contingencies. | ||||||||||
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES | 5.COMMITMENTS AND CONTINGENCIES | ||||||||
Lease Arrangements | ||||||||||
On August 23, 2013, the Company signed a lease for 10,800 square feet of office and laboratory space in Menlo Park, California. The lease expires in November 2016. Future minimum commitments under this lease are as follows (in thousands): | Lease Arrangements | |||||||||
Twelve months ended January 31, | On August 23, 2013, the Company signed a lease for 10,800 square feet of office and laboratory space in Menlo Park, California. The lease expires in November 2016. Future minimum commitments under this lease are as follows (in thousands): | |||||||||
2016 | $ | 288 | ||||||||
2017 | 246 | Nine months remaining in fiscal year 2016 | $ | 217 | ||||||
| | | | | Fiscal year 2017 | 246 | ||||
Total | $ | 534 | ||||||||
| | | | | Total | $ | 463 | |||
| | | | | ||||||
Legal Proceedings | ||||||||||
The Company is not currently a party to any legal proceedings. The Company is not aware of any pending legal proceeding to which any of its officers, directors, or any beneficial holders of 5% or more of its voting securities are adverse to the Company or have a material interest adverse to the Company. | Legal Proceedings | |||||||||
Indemnification | ||||||||||
The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to the Company's technology. The term of these indemnification agreements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. | The Company is not currently a party to any legal proceedings. The Company is not aware of any pending legal proceeding to which any of its officers, directors, or any beneficial holders of 5% or more of its voting securities are adverse to the Company or have a material interest adverse to the Company. | |||||||||
The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. | ||||||||||
The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date. | Indemnification | |||||||||
License Agreement | ||||||||||
In March 2013, the Company entered into an amended and restated collaboration and license agreement with Iogen LLC, which provides the Company the license the rights to label, market, and resell the finished inventory and ongoing manufacturing of the Iogen molecular iodine technology for future product formulation development and commercialization. New formulation patents developed by the Company will be the sole ownership of the Company. The agreement gives the Company a perpetual, fully paid-up, non-exclusive license to make, have made, use, sell, offer for sale and import products. | The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to the Company’s technology. The term of these indemnification agreements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. | |||||||||
Per terms of the license the Company is required to make future payments of: | ||||||||||
• | Pay a fee for acquiring all finished inventory of the Iogen Product. | The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date. | ||||||||
• | Pay a fee for the non-exclusive license to the IP. | |||||||||
• | Pay 30% of net profit associated with direct commercialization of an OTC product or 30% of net royalties received from any sub-licensee. | License Agreement | ||||||||
• | Pay a royalty of 3% of net sales for the first 24 months of commercialization and 2% of net sales thereafter for a prescription iodine tablet developed and commercialized under the license. | |||||||||
• | Pay a royalty of 3% of net sales for the first 12 months of commercialization for other products developed and commercialized under the license and 2% of net sales thereafter until expiration of applicable patents covering such products and 1% thereafter. | In March 2013, the Company entered into an amended and restated collaboration and license agreement with Iogen LLC, which provides the Company the license the rights to label, market, and resell the finished inventory and ongoing manufacturing of the Iogen molecular iodine technology for future product formulation development and commercialization. New formulation patents developed by the Company will be solely owned by the Company. The agreement gives the Company a perpetual, fully paid-up, non-exclusive license to make, have made, use, sell and offer for sale and import products. | ||||||||
• | Pay a fixed royalty fee for the protection and indemnification of licensed IP rights for the prescription product developed, marketed and sold from newly developed formulations as long as the patents are valid and cover the prescription product. | |||||||||
• | Pay a fixed royalty fee for the protection and indemnification of licensed IP rights for the other products utilizing the molecular iodine technology developed, marketed and sold from newly developed formulations as long as the patents are valid and cover the prescription product. | Terms of the license include: | ||||||||
The Company capitalized as Intangible Assets, in the year ended December 31, 2013, the amount of $150,000 related to this agreement. As of January 31, 2015, the balance, net of amortization, was $149,000. See Note 3 for information on related amortization. No royalties have been paid as of January 31, 2015. | ||||||||||
· | Pay a fee for the non-exclusive license to the IP. | |||||||||
· | Pay 30% of net profit associated with direct commercialization of an OTC product or 30% of net royalties received from any sub-licensee. | |||||||||
· | Pay a royalty of 3% of net sales for the first 24 months of commercialization and 2% of net sales thereafter for a prescription iodine tablet developed and commercialized under the license. | |||||||||
· | Pay a royalty of 3% of net sales for the first 12 months of commercialization for other products developed and commercialized under the license and 2% of net sales thereafter until expiration of applicable patents covering such products and 1% thereafter. | |||||||||
· | Pay a fixed royalty fee for the protection and indemnification of licensed IP rights for the prescription product developed, marketed and sold from newly developed formulations as long as the patents are valid and cover the prescription product. | |||||||||
· | Pay a fixed royalty fee for the protection and indemnification of licensed IP rights for the other products utilizing the molecular iodine technology developed, marketed and sold from newly developed formulations as long as the patents are valid and cover the prescription product. | |||||||||
The Company capitalized as intangible assets, in the year ended December 31, 2013, the amount of $150,000 related to this agreement. As of April 30, 2015 and January 31, 2015, the balance, net of amortization, was $142,000 and $149,000, respectively. No royalties have been paid as of April 30, 2015. | ||||||||||
Convertible_Redeemable_Preferr7
Convertible Redeemable Preferred Stock and Stockholders' Equity | 1 Months Ended | 3 Months Ended | |||||||||||||||||||||||||||||
Jan. 31, 2015 | Apr. 30, 2015 | ||||||||||||||||||||||||||||||
Convertible Redeemable Preferred Stock and Stockholders' Equity | |||||||||||||||||||||||||||||||
CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY | 13. CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY | 6.CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||||
On March 27, 2013, the Company terminated one of the founders and repurchased 375,000 shares for $18. | Series A Preferred Stock | ||||||||||||||||||||||||||||||
As described in Note 2, on January 23, 2014, the Company issued 7,025,000 shares of its common stock to BioPharmX, Inc. stockholders. | |||||||||||||||||||||||||||||||
As described in Note 11, on April 11, 2014, the Company's convertible notes and eligible interest were converted to 1,526,001 shares of common stock upon the first closing of the offer and sale of Series A preferred stock. | The Company entered into subscription agreements for a private placement of shares of its Series A preferred stock and warrants with 47 accredited investors during 2014 whereby the Company sold an aggregate of 4,207,987 shares of Series A preferred stock at a per share price of $1.85 for gross proceeds of $7.5 million and issued to the investors for no additional consideration warrants to purchase in the aggregate 2,042,589 shares of the Company’s common stock, with an exercise price of $3.70 per share. Upon achieving an uplisting to the NYSE MKT in connection with the Offering, the Series A preferred stock, along with accrued and unpaid interest payable in stock in lieu of cash, will automatically convert into shares of common stock. | ||||||||||||||||||||||||||||||
During the year ended December 31, 2014, the Company issued 727,643 shares of common stock upon the exercise of stock options. During the one-month period ended January 31, 2015, the Company issued 40,105 shares of common stock upon the exercise of stock options. | |||||||||||||||||||||||||||||||
In November 2014, the Company issued 290,000 shares of common stock to Korea Investment Partners Overseas Expansion Platform Fund of which 96,667 vested immediately and 193,333 will vest upon completion of the $2.0 million investment outlined in the Series A preferred stock subscription agreement. The unvested shares are not considered outstanding for financial reporting purposes. | In March and April 2015, the Company amended certain warrants to reduce the exercise price of such warrants from $3.70 to $2.50 per share with a corresponding increase in the number of shares of common stock exercisable under the warrants so that the aggregate exercise value of such warrants remained the same. As of April 1, 2015, certain holders had exercised such warrants for an aggregate of 564,662 shares of common stock for an aggregate cash exercise price of $1,411,655. The Company recorded a charge for the incremental fair value of $436,000 in other expense related to the amended warrants. The fair value of the warrants exercised was computed as of the date of modification using the following assumptions: dividend rate of 0%, risk-free rate of 1.6%, contractual term of 4 to 5 years and expected volatility of 85.9%. As of April 30, 2015, warrants to purchase 1,661,055 shares of common stock remain outstanding related to the Series A preferred stock offering. | ||||||||||||||||||||||||||||||
At January 31, 2015, the Company had 11,415,416 shares of common stock issued and outstanding. | |||||||||||||||||||||||||||||||
Series A Preferred Stock | In connection with the subscription agreements, the Company, the majority stockholders of the Company and the investors entered into investor rights agreements with the investors, whereby the investors were granted certain rights including: (i) right to receive copies of quarterly and annual reports of the Company, (ii) right of inspection of the Company’s properties and records, (iii) right of participation in future securities offerings, (iv) tag-along rights in connection with sales of the Company’s stock by a major stockholder and (v) board of directors representation rights for the subscribers who purchased at least 500,000 shares of Series A preferred stock and who hold at least 30% of their original holdings, or the Qualified Subscribers. The Company made certain covenants under the agreement including: (i) uplisting to NYSE or NASDAQ within three years from the issuance shares of Series A preferred stock, and (ii) increase of the board of directors to five members including one member to be appointed by the Qualified Subscribers. | ||||||||||||||||||||||||||||||
The Company entered into subscription agreements for a private placement of shares of its Series A preferred stock and warrants with 47 accredited investors during 2014 whereby the Company sold an aggregate of 4,207,987 shares of Series A preferred stock at a per share price of $1.85 for gross proceeds of $7.5 million and issued to the investors for no additional consideration the warrants to purchase in the aggregate 2,042,589 shares of the Company's common stock, with an exercise price of $3.70 per share. | |||||||||||||||||||||||||||||||
The warrants with an allocated fair value of $845,000 were classified as additional paid-in capital. The Company determined the fair value using the Black-Scholes pricing model with the following assumptions: dividend rate of 0%, risk-free rate of 1.6% to 4.0%, contractual term of 5 years and expected volatility of 88.8%. These warrants were immediately exercisable, and as of January 31, 2015, were all outstanding. | Warrants | ||||||||||||||||||||||||||||||
In connection with the subscription agreements, the Company, the majority stockholders of the Company and the investors entered into investor rights agreements with the investors, whereby the investors were granted certain rights including: (i) right to receive copies of quarterly and annual reports of the Company, (ii) right of inspection of the Company's properties and records, (iii) right of participation in future securities offerings, (iv) tag-along rights in connection with sales of the Company's stock by a major stockholder and (v) board of directors representation rights for the subscribers who purchased at least 500,000 shares of Series A preferred stock and who hold at least 30% of their original holdings, or the Qualified Subscribers. The Company made certain covenants under the agreement including: (i) uplisting to NYSE or NASDAQ within three years from the issuance shares of Series A preferred stock, and (ii) increase of the board of directors to five members including one member to be appointed by the Qualified Subscribers. | |||||||||||||||||||||||||||||||
Significant terms of Series A preferred stock are as follows: | In addition to the warrants issued in conjunction with the subscription agreements, the Company issued warrants on May 15, 2014, to a service provider for 316,395 shares of common stock at an exercise price of $2.035 per share, which were valued at $99,000 and expensed. The Company also issued a warrant to a qualified investor as a part of his convertible loan package for 343,559 shares of common stock at an exercise price of $1.85 per share, which was valued at $105,000. These warrants expire after five years. These warrants were immediately exercisable, and as of April 30, 2015, were all outstanding. | ||||||||||||||||||||||||||||||
• | Holders of the Series A preferred stock are entitled to interest payment at the rate of 6% of the purchase price per annum. The Company has the option to pay this interest in shares of common stock or in cash. As of January 31, 2015, $209,000 in interest has been accreted to the Series A preferred stock. Holders of the Series A preferred stock are entitled to receive dividends on an as-converted basis with the holders of the Company's common stock. | ||||||||||||||||||||||||||||||
• | The holders of the Series A preferred stock are entitled to vote together with the holders of the Company's common stock, with each such holder of Series A preferred stock entitled to the number of votes equal to the number of shares of the Company's common stock into which such Series A preferred stock would be converted if converted on the record date for the taking of a vote. | Equity Incentive Plan | |||||||||||||||||||||||||||||
• | Each share of Series A preferred stock is initially convertible, at any time at the sole option of the holder, into one share of the Company's common stock, subject to future adjustments as provided for in the certificate of designations. The Series A preferred stock shall automatically convert into shares of the Company's common stock upon the uplisting of the common stock to NYSE or NASDAQ within three years from the original issuance of shares of Series A preferred stock. | ||||||||||||||||||||||||||||||
On January 23, 2014, the Company adopted the 2014 Equity Incentive Plan, or the 2014 Plan, which permits the Company to grant stock options to directors, officers or employees of the Company or others to purchase shares of common stock of the Company through awards of incentive and nonqualified stock options, restricted stock awards and stock appreciation rights. Stock options previously issued under the BioPharmX, Inc.’s 2011 Equity Incentive Plan were substituted with stock options issued under the 2014 Plan. Stock options generally vest in two to four years and expire ten years from the date of grant. | |||||||||||||||||||||||||||||||
• | If the Company fails to effect the uplisting within three years from the original issuance of shares of Series A preferred stock, which issuance took place on April 11, 2014, the holders will have the right to require the Company to redeem all or a portion of the then outstanding Series A preferred stock at a price per share equal to the Series A preferred stock liquidation preference. | ||||||||||||||||||||||||||||||
Warrants | The total number of shares originally reserved and available for grant and issuance pursuant to the 2014 Plan was 2,700,000. Shares issued under the 2014 Plan are drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company. On November 7, 2014, the Company increased the stock reserve available to the 2014 Plan for stock awards from 2,700,000 shares to 4,500,000 shares. | ||||||||||||||||||||||||||||||
In addition to the warrants issued in conjunction with the subscription agreements, the Company issued warrants on May 15, 2014, to a service provider for 316,395 shares of common stock at an exercise price of $2.035 per share, which were valued at $99,000 and expensed. The Company also issued to a qualified investor as a part of his convertible loan package for 343,559 shares of common stock at an exercise price of $1.85 per share, which was valued at $105,000. These warrants expire after five years. The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions: dividend rate of 0%, risk-free rate of 1.6%, contractual term of 5 years and expected volatility of 88.8%. These warrants were immediately exercisable, and as of January 31, 2015, were all outstanding. | |||||||||||||||||||||||||||||||
Equity Incentive Plan | The following table summarizes the Company’s stock option activities under the 2014 Plan: | ||||||||||||||||||||||||||||||
On January 23, 2014, the Company adopted the 2014 Equity Incentive Plan, or the 2014 Plan, which permits the Company to grant stock options to directors, officers or employees of the Company or others to purchase shares of common stock of the Company through awards of incentive and nonqualified stock options, restricted stock awards and stock appreciation rights. Options previously issued under the BioPharmX, Inc. 2011 Equity Incentive Plan were substituted, and options under the 2014 Plan were issued to replace all substituted BioPharmX, Inc. options. | |||||||||||||||||||||||||||||||
The Company currently has time-based options outstanding. The time-based options generally vest in two to four years and expire ten years from the date of grant. Total number of shares originally reserved and available for grant and issuance pursuant to this Plan was 2,700,000. Shares issued under the Plan will be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company. On November 7, 2014, the Company increased the stock available to the 2014 Equity Incentive Plan for options grants from 2,700,000 shares to 4,500,000 shares. At January 31, 2015, there were 1,043,000 shares available for grant under the Plan. | Available | Shares | Weighted | Remaining | Aggregate | ||||||||||||||||||||||||||
The following table summarizes the Company's stock option activities for month ended January 31, 2015 and the years ended December 31, 2014 and 2013: | for Grant | Average | Contractual | Intrinsic | |||||||||||||||||||||||||||
Exercise | Term | Value | |||||||||||||||||||||||||||||
Shares | Weighted | Remaining | Aggregate | Price | |||||||||||||||||||||||||||
Average | Contractual | Intrinsic | (in thousands) | ||||||||||||||||||||||||||||
Exercise | Term | Value | Outstanding at January 31, 2015 | 1,043,000 | 2,689,252 | $ | 0.91 | 8.58 | $ | 5,625 | |||||||||||||||||||||
Price | Granted | (365,000 | ) | 365,000 | $ | 3 | |||||||||||||||||||||||||
(in thousands) | Exercised | — | (46,916 | ) | $ | 0.24 | |||||||||||||||||||||||||
Outstanding at January 1, 2014 | 1,150,000 | $ | 0.06 | Cancelled | 254,375 | (254,375 | ) | $ | 1.47 | ||||||||||||||||||||||
Granted | 1,456,000 | $ | 0.4 | ||||||||||||||||||||||||||||
Exercised | — | — | Outstanding at April 30, 2015 | 932,375 | 2,752,961 | $ | 1.14 | 7.41 | $ | 5,107 | |||||||||||||||||||||
Cancelled | — | — | |||||||||||||||||||||||||||||
| | | | | | | | | | | | | | Vested and exercisable | 1,109,670 | $ | 0.51 | 4.85 | $ | 2,768 | |||||||||||
Outstanding at December 31, 2013 | 2,606,000 | $ | 0.25 | ||||||||||||||||||||||||||||
Granted | 891,000 | $ | 1.85 | Vested and expected to vest | 2,629,418 | $ | 1.11 | 7.32 | $ | 4,957 | |||||||||||||||||||||
Exercised | (727,643 | ) | $ | 0.14 | |||||||||||||||||||||||||||
Cancelled | (160,000 | ) | $ | 0.37 | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | The following table summarizes significant ranges of outstanding and exercisable options as of April 30, 2015: | |||||||||||||||||
Outstanding at December 31, 2014 | 2,609,357 | $ | 0.82 | 8.52 | $ | 5,686 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | Options Outstanding | Options Vested and Exercisable | ||||||||||||||||
Granted | 130,000 | $ | 2.75 | Range of Exercise Price | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||||||||
Exercised | (40,105 | ) | $ | 0.95 | Outstanding | Average | Average | Vested and | Average | ||||||||||||||||||||||
Cancelled | (10,000 | ) | $ | 1.85 | Remaining | Exercise | Exercisable | Exercise | |||||||||||||||||||||||
| | | | | | | | | | | | | | Contractual | Price | Price | |||||||||||||||
Outstanding at January 31, 2015 | 2,689,252 | $ | 0.91 | 8.58 | $ | 5,625 | Life (in | ||||||||||||||||||||||||
| | | | | | | | | | | | | | Years) | |||||||||||||||||
| | | | | | | | | | | | | | $0.05 - $0.25 | 819,419 | 3.37 | $ | 0.13 | 606,293 | $ | 0.09 | ||||||||||
Vested and exercisable | 1,019,299 | $ | 0.43 | 7.88 | $ | 2,619 | $0.26 - $1.00 | 692,542 | 8.31 | $ | 0.47 | 320,462 | $ | 0.49 | |||||||||||||||||
| | | | | | | | | | | | | | $1.01 - $3.00 | 1,241,000 | 9.59 | $ | 2.19 | 182,915 | $ | 1.90 | ||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
Vested and expected to vest | 2,561,421 | $ | 0.88 | 8.55 | $ | 5,420 | 2,752,961 | 7.41 | $ | 1.14 | 1,109,670 | $ | 0.51 | ||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
The weighted-average grant date fair values of the stock options granted during the month ended January 31, 2015 and the years ended December 31, 2014 and 2013 were $1.92, $1.10 and $0.28 per share, respectively. | The total intrinsic value of employee stock options exercised during the three months ended April 30, 2015 was $126,000. There were no employee stock options exercised during the three months ended April 30, 2014. | ||||||||||||||||||||||||||||||
The following table summarizes significant ranges of outstanding and exercisable options as of January 31, 2015 (in thousands, except contractual life and exercise price): | |||||||||||||||||||||||||||||||
Options Outstanding | Options Vested and | ||||||||||||||||||||||||||||||
Exercisable | |||||||||||||||||||||||||||||||
Range of Exercise Price | Number | Weighted Average | Weighted | Number | Weighted | ||||||||||||||||||||||||||
Outstanding | Remaining | Average | Vested and | Average | |||||||||||||||||||||||||||
Contractual | Exercise | Exercisable | Exercise | ||||||||||||||||||||||||||||
Life (in Years) | Price | Price | |||||||||||||||||||||||||||||
$0.05 - $0.35 | 1,548,252 | 7.83 | $ | 0.21 | 829,925 | $ | 0.17 | ||||||||||||||||||||||||
$1.00 | 130,000 | 8.87 | $ | 1.00 | 64,374 | $ | 1.00 | ||||||||||||||||||||||||
$1.85 | 881,000 | 9.66 | $ | 1.85 | 125,000 | $ | 1.85 | ||||||||||||||||||||||||
$2.75 | 130,000 | 9.95 | $ | 2.75 | — | — | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | |||||||||||||||
2,689,252 | 8.58 | $ | 0.91 | 1,019,299 | $ | 0.43 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | | | | |||||||||||||||
The total intrinsic value of employee stock options exercised during the month ended January 31, 2015, and the years ended December 31, 2014 and 2013 was $82,000, $676,000 and zero, respectively. | |||||||||||||||||||||||||||||||
As of January 31, 2015, total compensation costs related to unvested, but not yet recognized, stock-based awards was $2.5 million, net of estimated forfeitures. This cost will be amortized on a straight-line basis over a weighted average remaining period of 3.26 years and will be adjusted for subsequent changes in estimated forfeitures. | |||||||||||||||||||||||||||||||
StockBased_Compensation1
Stock-Based Compensation | 1 Months Ended | 3 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | Apr. 30, 2015 | |||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||
STOCK-BASED COMPENSATION | 14. STOCK-BASED COMPENSATION. | 7. STOCK-BASED COMPENSATION | ||||||||||||||||||||
The following table summarizes the stock-based compensation expenses included in our Statement of Operations and Comprehensive Loss the months ended January 31, 2015 and 2014 and the years ended December 31, 2014 and 2013 (in thousands): | ||||||||||||||||||||||
The following table summarizes the stock-based compensation expenses included in the unaudited condensed consolidated statement of operations and comprehensive loss (in thousands): | ||||||||||||||||||||||
Month ended | Year ended | |||||||||||||||||||||
January 31, | December 31, | For the three months | ||||||||||||||||||||
2015 | 2014 | 2014 | 2013 | ended | ||||||||||||||||||
(Unaudited) | April 30, | |||||||||||||||||||||
Research and development | $ | 27 | $ | 8 | $ | 228 | $ | 30 | 2015 | 2014 | ||||||||||||
Sales and marketing | 40 | 1 | 147 | 7 | Research and development | $ | 86 | $ | 34 | |||||||||||||
General and administrative expenses | 32 | 2 | 818 | 21 | Sales and marketing | 124 | 16 | |||||||||||||||
| | | | | | | | | | | | | | General and administrative | 90 | 65 | ||||||
Stock-based compensation expense, net of tax | $ | 99 | $ | 11 | $ | 1,193 | $ | 58 | ||||||||||||||
| | | | | | | | | | | | | | |||||||||
| | | | | | | | | | | | | | Stock-based compensation expense | $ | 300 | $ | 115 | ||||
The Company estimates the fair value of time-based stock options, if any, granted using the Black-Scholes pricing model. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Time-based and performance-based options, if any, typically have a ten-year life from date of grant and vesting periods of two to four years. | ||||||||||||||||||||||
Valuation Assumptions | ||||||||||||||||||||||
The fair value of stock-based awards to employees is calculated through the use of the Black-Scholes pricing model, even though such model was developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which differ significantly from the Company's stock option awards. This model also requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. | The Company estimates the fair value of stock options granted using the Black-Scholes pricing model, even though such model was developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which differ significantly from the Company’s stock option awards. This model also requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The fair value is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. As of April 30, 2015, total compensation costs related to unvested, but not yet recognized, stock-based awards was $2.9 million, net of estimated forfeitures. This cost will be amortized on straight-line basis over a weighted average remaining period of 3.07 years and will be adjusted for subsequent changes in estimated forfeitures. | |||||||||||||||||||||
Expected Term | ||||||||||||||||||||||
The expected term represents the period that the Company's stock-based awards are expected to be outstanding. For awards granted subject only to service vesting requirements, the Company utilizes the simplified method for estimating the expected term of the stock-based award, instead of historical exercise data. | Valuation Assumptions | |||||||||||||||||||||
Expected Volatility | ||||||||||||||||||||||
The Company uses the historical volatility of the price of the common shares of selected public companies in the biotechnology sector. | The following assumptions were used to calculate the estimated fair value of awards granted during the three months ended April 30, 2015 and 2014: | |||||||||||||||||||||
Expected Dividend | ||||||||||||||||||||||
The Company has never paid dividends on its common shares and currently does not intend to do so and, accordingly, the dividend yield percentage is zero for all periods. | For the three months ended | |||||||||||||||||||||
Risk-Free Interest Rate | April 30, | |||||||||||||||||||||
The Company bases the risk-free interest rate used in the Black-Scholes-Merton valuation method upon the implied yield curve currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model. | 2015 | 2014 | ||||||||||||||||||||
The following assumptions were used to calculate the estimated fair value of the awards for the month ended January 31, 2015 and the years ended December 31, 2014 and 2013: | Expected volatility | 82.6% | 82.1% | |||||||||||||||||||
Expected term in years | 6.0 | 5.52 - 6.08 | ||||||||||||||||||||
Year ended | Risk-free interest rate | 1.62%-1.99% | 0.67% - 0.89% | |||||||||||||||||||
Month | December 31, | Expected dividend yield | — | — | ||||||||||||||||||
ended | ||||||||||||||||||||||
January 31, | Expected Term | |||||||||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||||||||
Expected volatility | 82.1 | % | 82.2 | % | 82.10% | The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. For awards granted subject only to service vesting requirements, the Company utilizes the simplified method for estimating the expected term of the stock-based award, instead of historical exercise data. | ||||||||||||||||
Expected term in years | 6.0 | 6.0 | 5.51 - 6.08 | |||||||||||||||||||
Risk-free interest rate | 1.56 | % | 1.74 | % | 0.61 - 1.62% | Expected Volatility | ||||||||||||||||
Expected dividend yield | — | % | — | % | —% | |||||||||||||||||
The Company uses the historical volatility of the price of the common shares of selected public companies in the biotechnology sector due to its limited trading history. | ||||||||||||||||||||||
Risk-Free Interest Rate | ||||||||||||||||||||||
The Company bases the risk-free interest rate used in the Black-Scholes pricing method upon the implied yield curve currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model. | ||||||||||||||||||||||
Expected Dividend | ||||||||||||||||||||||
The Company has never paid dividends on its common shares and currently does not intend to do so and, accordingly, the dividend yield percentage is zero for all periods. | ||||||||||||||||||||||
Income_Taxes1
Income Taxes | 1 Months Ended | 3 Months Ended |
Jan. 31, 2015 | Apr. 30, 2015 | |
Income Taxes. | ||
INCOME TAXES | 16. INCOME TAXES | 8.INCOME TAXES |
No federal income taxes were provided in the month ended January 2015 or the years ended December 31, 2014 and 2013 due to the Company's net losses. State minimum income and franchise taxes are included in general and administrative expenses and were immaterial for the periods presented. | ||
At January 31, 2015, the Company had available federal net operating loss, or NOL, carry-forwards of approximately $8.8 million which will begin to expire in 2031 and California state NOL carry-forwards of approximately $8.8 million which will begin to expire in 2031. At January 31, 2015, December 31, 2014 and 2013, the net deferred tax assets of approximately $3.6 million, $3.2 million and $594,000, respectively, generated primarily by NOL carry-forwards, have been fully reserved due to the uncertainty surrounding the realization of such benefits. The net valuation allowance increased by approximately $0.4 million, $2.6 million and $563,000 during the month ended January 31, 2015 and years ended December 31, 2014 and 2013, respectively. | No federal income taxes were provided in the three months ended April 30, 2015 and 2014 due to the Company’s net losses. The Company evaluates its ability to recover deferred tax assets, in full or in part, by considering all available positive and negative evidence, including past operating results and its forecast of future taxable income on a jurisdictional basis. The Company bases its estimate of current and deferred taxes on the tax laws and rates that are currently in effect in the appropriate jurisdiction. Changes in laws or rates may affect the tax provision as well as the amount of deferred tax assets or liabilities. | |
Current tax laws impose substantial restrictions on the utilization of net operating loss and credit carry-forwards in the event of an "ownership change," as defined by the Internal Revenue Code. If there should be an ownership change, the Company's ability to utilize its carry-forwards could be limited. | ||
As of January 31, 2015, December 31, 2014 and 2013, the Company did not have any material unrecognized tax benefits. The tax years from 2010 to 2014 remain open for examination by the federal and state authorities. | Current tax laws impose substantial restrictions on the utilization of net operating loss and credit carry-forwards in the event of an “ownership change,” as defined by the Internal Revenue Code. If there should be an ownership change, the Company’s ability to utilize its carry-forwards could be limited. | |
As of April 30, 2015 and January 31, 2015, the Company has not recorded any liability for unrecognized tax benefits related to uncertain tax positions. The 2010 to 2014 tax years remain open for examination by the federal and state authorities. | ||
Description_Of_Business_And_Su1
Description Of Business And Summary Of Significant Accounting Policies (Policies) | 1 Months Ended | 3 Months Ended | |||||||||||||
Jan. 31, 2015 | Apr. 30, 2015 | ||||||||||||||
Formation and Business of the Company | |||||||||||||||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation | |||||||||||||
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). The accompanying financial statements include the accounts of BioPharmX and our wholly-owned subsidiary. All intercompany transactions have been eliminated in consolidation. | |||||||||||||||
These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts of the Company and its subsidiary. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on March 30, 2015, and the Transition Report on Form 10-K for the one-month transition period ended January 31, 2015, filed on April 20, 2015. The condensed consolidated balance sheet as of January 31, 2015, included herein, was derived from the audited consolidated financial statements as of that date. | |||||||||||||||
The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s statement of financial position as of April 30, 2015 and January 31, 2015, and the Company’s results of operations and its cash flows for the three months ended April 30, 2015 and 2014. The results for the three months ended April 30, 2015 are not necessarily indicative of the results to be expected for the year ending January 31, 2016 or any future period. | |||||||||||||||
Use of Estimates | Use of Estimates | Use of Estimates | |||||||||||||
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. On an ongoing basis, management evaluates its significant accounting policies or estimates. The Company bases its estimates on historical experience and on various market specific and other relevant assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates and such differences may be material to the financial statements. | |||||||||||||||
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses recognized during the reported period. Actual results could differ from those estimates. | |||||||||||||||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | |||||||||||||
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, management determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset's carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. The Company has not identified any such impairment losses to date. | |||||||||||||||
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, management determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. The Company has not identified any such impairment losses to date. | |||||||||||||||
Advertising Expenses | Advertising Expenses | Advertising Expenses | |||||||||||||
The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses were $90,000, $2,000 (unaudited), $68,000 and $7,000 in the months ended January 31, 2015 and 2014 and the years ended December 31, 2014 and 2013, respectively. | |||||||||||||||
The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses were $235,000 for the three months ended April 30, 2015. No advertising expenses were incurred for the three months ended April 30, 2014. | |||||||||||||||
Net Loss Per Share | Net Loss Per Share Attributable to BioPharmX Common Stockholders | Net Loss per Share | |||||||||||||
The following table is a reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share attributable to BioPharmX common stockholders: | |||||||||||||||
Basic net loss per share attributable to common stockholders is calculated based on the weighted-average number of shares of the Company’s common stock outstanding during the period. Diluted net loss per share attributable to common stockholders is calculated based on the weighted-average number of shares of the Company’s common stock outstanding and other dilutive securities outstanding during the period. The potential dilutive shares of common stock resulting from the assumed exercise of outstanding stock options and the assumed conversion of convertible notes are determined under the treasury stock method. | |||||||||||||||
Month ended January 31, | Year ended December 31, | ||||||||||||||
2015 | 2014 | 2014 | 2013 | For the three months ended April 30, 2015 and 2014, 9,282,000 and 3,871,000 potentially dilutive securities, respectively, were excluded from the computation of diluted loss per share because their effect on net loss per share would be anti-dilutive. | |||||||||||
(Unaudited) | |||||||||||||||
Numerator: | |||||||||||||||
Net loss available to BioPharmX common stockholders (in thousands) | $ | (1,237 | ) | $ | (364 | ) | $ | (8,129 | ) | $ | (1,588 | ) | |||
Denominator: | |||||||||||||||
Weighted-avarage shares of common stock outstanding used in the calculation of basic net income per share attributable to BioPharmX common stockholders | 11,408,000 | 7,750,000 | 10,217,000 | 7,119,000 | |||||||||||
Effect of dilutive securities: | |||||||||||||||
Stock options and equivalents | — | — | — | — | |||||||||||
Convertible redeemable preferred stock | — | — | — | — | |||||||||||
| | | | | | | | | | | | | | ||
Weighted-avarage shares of common stock outstanding used in the calculation of diluted net income per share attributable to BioPharmX common stockholders | 11,408,000 | 7,750,000 | 10,217,000 | 7,119,000 | |||||||||||
| | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | ||
Basic net loss per share attributable to BioPharmX common stockholders is calculated based on the weighted-average number of shares of our common stock outstanding during the period. Diluted net loss per share attributable to BioPharmX common stockholders is calculated based on the weighted-average number of shares of our common stock outstanding and other dilutive securities outstanding during the period. The potential dilutive shares of our common stock resulting from the assumed exercise of outstanding stock options and the assumed conversion of convertible notes are determined under the treasury stock method. | |||||||||||||||
The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been antidilutive: | |||||||||||||||
Month ended | Year ended December 31, | ||||||||||||||
January 31, | |||||||||||||||
2015 | 2014 | 2014 | 2013 | ||||||||||||
(Unaudited) | |||||||||||||||
Convertible redeemable preferred stock | 4,207,987 | — | 4,207,987 | — | |||||||||||
Stock options and awards to purchase common stock | 2,882,585 | 2,606,000 | 2,802,690 | 2,606,000 | |||||||||||
Common stock warrants | 2,702,543 | — | 2,702,543 | — | |||||||||||
Deferred Offering Costs | Deferred Offering Costs | ||||||||||||||
Deferred offering costs, which primarily consist of legal, accounting and other regulatory fees relating to a proposed public offering of the Company’s common stock (the “Offering”), are capitalized within prepaid expenses and other current assets. The deferred offering costs will be offset against the Offering proceeds upon the consummation of the Offering. In the event the Offering is terminated, deferred offering costs will be expensed. | |||||||||||||||
Balance_Sheet_Detail_Tables
Balance Sheet Detail (Tables) | 1 Months Ended | 3 Months Ended | |||||||||||||||||
Jan. 31, 2015 | Apr. 30, 2015 | ||||||||||||||||||
Balance Sheet Detail | |||||||||||||||||||
Schedule of Inventories | |||||||||||||||||||
Inventory at January 31, 2015, December 31, 2014 and 2013 consisted of the following (in thousands): | |||||||||||||||||||
April 30, | January 31, | ||||||||||||||||||
December 31 | 2015 | 2015 | |||||||||||||||||
January 31, | (in thousands) | ||||||||||||||||||
2015 | 2014 | 2013 | Inventories: | ||||||||||||||||
Work in Process | $ | 61 | $ | 135 | $ | — | Work in process | $ | 80 | $ | 61 | ||||||||
Finished Goods | 64 | 2 | — | Finished goods | 11 | 63 | |||||||||||||
Channel Inventory | 35 | 1 | — | Channel inventory | 124 | 36 | |||||||||||||
| | | | | | | | | | | |||||||||
$ | 160 | $ | 138 | $ | — | Total | $ | 215 | $ | 160 | |||||||||
| | | | | | | | | | | |||||||||
| | | | | | | | | | | |||||||||
Schedule of prepaid expenses and other current assets | |||||||||||||||||||
April 30, | January 31, | ||||||||||||||||||
2015 | 2015 | ||||||||||||||||||
(in thousands) | |||||||||||||||||||
Prepaid expenses and other current assets: | |||||||||||||||||||
Deferred offering costs | $ | 490 | $ | 57 | |||||||||||||||
Other | 182 | 182 | |||||||||||||||||
Total | $ | 672 | $ | 239 | |||||||||||||||
Schedule accrued expenses and other current liabilities | |||||||||||||||||||
Accrued liabilities at January 31, 2015, December 31, 2014 and 2013 consisted of the following (in thousands): | April 30, | January 31, | |||||||||||||||||
2015 | 2015 | ||||||||||||||||||
December 31, | (in thousands) | ||||||||||||||||||
January 31, | Accrued expenses and other current liabilities: | ||||||||||||||||||
2015 | 2014 | 2013 | Professional service fees | $ | 209 | $ | — | ||||||||||||
Marketing | $ | — | $ | 267 | $ | — | Marketing | 72 | — | ||||||||||
Legal | — | 80 | 89 | Deferred revenue | 51 | 6 | |||||||||||||
Production | — | 57 | — | Deferred rent | 43 | 49 | |||||||||||||
Intellectual property | — | — | 90 | Other | 42 | 4 | |||||||||||||
Other | 4 | 22 | 19 | ||||||||||||||||
| | | | | | | | | | | Total | $ | 417 | $ | 59 | ||||
Total accrued liabilities | $ | 4 | $ | 426 | $ | 198 | |||||||||||||
| | | | | | | | | | | |||||||||
| | | | | | | | | | | |||||||||
Commitments_and_Contigencies_T1
Commitments and Contigencies (Tables) | 1 Months Ended | 3 Months Ended | ||||||||
Jan. 31, 2015 | Apr. 30, 2015 | |||||||||
Commitments and Contingencies. | ||||||||||
Future minimum commitments under lease | Future minimum commitments under this lease are as follows (in thousands): | Future minimum commitments under this lease are as follows (in thousands): | ||||||||
Twelve months ended January 31, | Nine months remaining in fiscal year 2016 | $ | 217 | |||||||
2016 | $ | 288 | Fiscal year 2017 | 246 | ||||||
2017 | 246 | |||||||||
| | | | | Total | $ | 463 | |||
Total | $ | 534 | ||||||||
| | | | | ||||||
| | | | | ||||||
Convertible_Redeemable_Preferr8
Convertible Redeemable Preferred Stock and Stockholders' Equity (Tables) | 1 Months Ended | 3 Months Ended | |||||||||||||||||||||||||||||
Jan. 31, 2015 | Apr. 30, 2015 | ||||||||||||||||||||||||||||||
Convertible Redeemable Preferred Stock and Stockholders' Equity | |||||||||||||||||||||||||||||||
Stock option plan activity | |||||||||||||||||||||||||||||||
Shares | Weighted | Remaining | Aggregate | ||||||||||||||||||||||||||||
Average | Contractual | Intrinsic | Available | Shares | Weighted | Remaining | Aggregate | ||||||||||||||||||||||||
Exercise | Term | Value | for Grant | Average | Contractual | Intrinsic | |||||||||||||||||||||||||
Price | Exercise | Term | Value | ||||||||||||||||||||||||||||
(in thousands) | Price | ||||||||||||||||||||||||||||||
Outstanding at January 1, 2014 | 1,150,000 | $ | 0.06 | (in thousands) | |||||||||||||||||||||||||||
Granted | 1,456,000 | $ | 0.4 | Outstanding at January 31, 2015 | 1,043,000 | 2,689,252 | $ | 0.91 | 8.58 | $ | 5,625 | ||||||||||||||||||||
Exercised | — | — | Granted | (365,000 | ) | 365,000 | $ | 3 | |||||||||||||||||||||||
Cancelled | — | — | Exercised | — | (46,916 | ) | $ | 0.24 | |||||||||||||||||||||||
| | | | | | | | | | | | | | Cancelled | 254,375 | (254,375 | ) | $ | 1.47 | ||||||||||||
Outstanding at December 31, 2013 | 2,606,000 | $ | 0.25 | ||||||||||||||||||||||||||||
Granted | 891,000 | $ | 1.85 | Outstanding at April 30, 2015 | 932,375 | 2,752,961 | $ | 1.14 | 7.41 | $ | 5,107 | ||||||||||||||||||||
Exercised | (727,643 | ) | $ | 0.14 | |||||||||||||||||||||||||||
Cancelled | (160,000 | ) | $ | 0.37 | Vested and exercisable | 1,109,670 | $ | 0.51 | 4.85 | $ | 2,768 | ||||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
Outstanding at December 31, 2014 | 2,609,357 | $ | 0.82 | 8.52 | $ | 5,686 | Vested and expected to vest | 2,629,418 | $ | 1.11 | 7.32 | $ | 4,957 | ||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
Granted | 130,000 | $ | 2.75 | ||||||||||||||||||||||||||||
Exercised | (40,105 | ) | $ | 0.95 | |||||||||||||||||||||||||||
Cancelled | (10,000 | ) | $ | 1.85 | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
Outstanding at January 31, 2015 | 2,689,252 | $ | 0.91 | 8.58 | $ | 5,625 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
Vested and exercisable | 1,019,299 | $ | 0.43 | 7.88 | $ | 2,619 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
Vested and expected to vest | 2,561,421 | $ | 0.88 | 8.55 | $ | 5,420 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||||||||
Schedule of significant ranges of outstanding and exercisable options | The following table summarizes significant ranges of outstanding and exercisable options as of April 30, 2015: | ||||||||||||||||||||||||||||||
The following table summarizes significant ranges of outstanding and exercisable options as of January 31, 2015 (in thousands, except contractual life and exercise price): | |||||||||||||||||||||||||||||||
Options Outstanding | Options Vested and Exercisable | ||||||||||||||||||||||||||||||
Options Outstanding | Options Vested and | Range of Exercise Price | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||||||||||
Exercisable | Outstanding | Average | Average | Vested and | Average | ||||||||||||||||||||||||||
Range of Exercise Price | Number | Weighted Average | Weighted | Number | Weighted | Remaining | Exercise | Exercisable | Exercise | ||||||||||||||||||||||
Outstanding | Remaining | Average | Vested and | Average | Contractual | Price | Price | ||||||||||||||||||||||||
Contractual | Exercise | Exercisable | Exercise | Life (in | |||||||||||||||||||||||||||
Life (in Years) | Price | Price | Years) | ||||||||||||||||||||||||||||
$0.05 - $0.35 | 1,548,252 | 7.83 | $ | 0.21 | 829,925 | $ | 0.17 | $0.05 - $0.25 | 819,419 | 3.37 | $ | 0.13 | 606,293 | $ | 0.09 | ||||||||||||||||
$1.00 | 130,000 | 8.87 | $ | 1.00 | 64,374 | $ | 1.00 | $0.26 - $1.00 | 692,542 | 8.31 | $ | 0.47 | 320,462 | $ | 0.49 | ||||||||||||||||
$1.85 | 881,000 | 9.66 | $ | 1.85 | 125,000 | $ | 1.85 | $1.01 - $3.00 | 1,241,000 | 9.59 | $ | 2.19 | 182,915 | $ | 1.90 | ||||||||||||||||
$2.75 | 130,000 | 9.95 | $ | 2.75 | — | — | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | 2,752,961 | 7.41 | $ | 1.14 | 1,109,670 | $ | 0.51 | ||||||||
2,689,252 | 8.58 | $ | 0.91 | 1,019,299 | $ | 0.43 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | | | | |||||||||||||||
StockBased_Compensation_Tables1
Stock-Based Compensation (Tables) | 1 Months Ended | 3 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | Apr. 30, 2015 | |||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||
Summary of stock based compensation expense | ||||||||||||||||||||||
The following table summarizes the stock-based compensation expenses included in our Statement of Operations and Comprehensive Loss the months ended January 31, 2015 and 2014 and the years ended December 31, 2014 and 2013 (in thousands): | The following table summarizes the stock-based compensation expenses included in the unaudited condensed consolidated statement of operations and comprehensive loss (in thousands): | |||||||||||||||||||||
Month ended | Year ended | For the three months | ||||||||||||||||||||
January 31, | December 31, | ended | ||||||||||||||||||||
2015 | 2014 | 2014 | 2013 | April 30, | ||||||||||||||||||
(Unaudited) | 2015 | 2014 | ||||||||||||||||||||
Research and development | $ | 27 | $ | 8 | $ | 228 | $ | 30 | Research and development | $ | 86 | $ | 34 | |||||||||
Sales and marketing | 40 | 1 | 147 | 7 | Sales and marketing | 124 | 16 | |||||||||||||||
General and administrative expenses | 32 | 2 | 818 | 21 | General and administrative | 90 | 65 | |||||||||||||||
| | | | | | | | | | | | | | |||||||||
Stock-based compensation expense, net of tax | $ | 99 | $ | 11 | $ | 1,193 | $ | 58 | ||||||||||||||
| | | | | | | | | | | | | | Stock-based compensation expense | $ | 300 | $ | 115 | ||||
| | | | | | | | | | | | | | |||||||||
Black-Scholes option pricing model fair value assumptions | ||||||||||||||||||||||
Year ended | ||||||||||||||||||||||
Month | December 31, | For the three months ended | ||||||||||||||||||||
ended | April 30, | |||||||||||||||||||||
January 31, | 2015 | 2014 | ||||||||||||||||||||
2015 | 2014 | 2013 | Expected volatility | 82.6% | 82.1% | |||||||||||||||||
Expected volatility | 82.1 | % | 82.2 | % | 82.10% | Expected term in years | 6.0 | 5.52 - 6.08 | ||||||||||||||
Expected term in years | 6.0 | 6.0 | 5.51 - 6.08 | Risk-free interest rate | 1.62%-1.99% | 0.67% - 0.89% | ||||||||||||||||
Risk-free interest rate | 1.56 | % | 1.74 | % | 0.61 - 1.62% | Expected dividend yield | — | — | ||||||||||||||
Expected dividend yield | — | % | — | % | —% | |||||||||||||||||
Description_Of_Business_And_Su2
Description Of Business And Summary Of Significant Accounting Policies (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 53 Months Ended | 56 Months Ended | |||
Jan. 31, 2015 | Jan. 31, 2014 | Apr. 30, 2015 | Apr. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2015 | Apr. 30, 2015 | |
item | item | item | item | item | ||||
Marketing and Advertising Expense | ||||||||
Advertising Expense | $90,000 | $2,000 | $235,000 | $0 | $68,000 | $7,000 | ||
Net Loss Per Share [Abstract] | ||||||||
Anti dilutive securities excluded from computation of diluted net loss per share | 9,282,000 | 3,871,000 | ||||||
Number of wholly owned subsidiaries | 1 | 1 | 1 | 1 | 1 | |||
Proceeds from the sale of equity securities and convertible debt securities | $9,600,000 | $11,000,000 |
Going_Concern_Considerations_a3
Going Concern Considerations and Management's Plan (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||
Jan. 31, 2015 | Jan. 31, 2014 | Apr. 30, 2015 | Apr. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 19, 2015 | |
Net loss | $1,144,000 | $364,000 | $3,624,000 | $1,335,000 | $7,807,000 | $1,588,000 | |
Accumulated deficit | -10,634,000 | -14,258,000 | -9,490,000 | -1,683,000 | |||
Working capital | 148,000 | -1,300,000 | |||||
Common Stock | Maximum | |||||||
Aggregate offering amount | $20,000,000 |
Balance_Sheet_Detail_Details
Balance Sheet Detail (Details) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Inventories: | ||||
Work in process | $80 | $61 | $135 | |
Finished goods | 11 | 63 | 2 | |
Channel inventory | 124 | 36 | 1 | |
Total | 215 | 160 | 138 | |
Prepaid expenses and other current assets: | ||||
Deferred offering costs | 490 | 57 | ||
Other | 182 | 182 | ||
Total | 672 | 239 | 269 | 36 |
Accrued expenses and other current liabilities: | ||||
Professional service fees | 209 | |||
Marketing | 72 | 267 | ||
Deferred revenue | 51 | 6 | ||
Deferred rent | 43 | 49 | ||
Other | 42 | 4 | 22 | 19 |
Total accrued liabilities | $417 | $59 |
Commitments_and_Contigencies_D3
Commitments and Contigencies (Details) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 | Aug. 23, 2013 |
In Thousands, unless otherwise specified | sqft | sqft | sqft |
Future Minimum Commitments [Abstract] | |||
Leased office and laboratory space | 10,800 | 10,800 | 10,800 |
Nine months remaining in fiscal year 2016 | $217 | ||
Fiscal year 2017 | 246 | 246 | |
Total | $463 | $534 |
Commitments_and_Contigencies_D4
Commitments and Contigencies (Details 2) | 1 Months Ended | 3 Months Ended |
Jan. 31, 2015 | Apr. 30, 2015 | |
License Agreement | ||
Legal proceedings description | 5.00% | |
License Agreement | Iogen LLC | ||
License Agreement | ||
Non Royalty license fee equal to a certain percentage of net profit associated with OTC product | 30.00% | 30.00% |
Non Royalty license fee equal to a certain percentage of net royalties received from any sub-licensee | 30.00% | 30.00% |
License Agreement | Prescription Iodine Tablet | Iogen LLC | ||
License Agreement | ||
Royalty fee percentage based on net sales over a specific time period of commercialization | 3.00% | 3.00% |
Royalty fee percentage based on net sales after a specific period of time | 2.00% | 2.00% |
Time period for determining initial royalty fee as a percent of net sales | 24 months | 24 months |
License Agreement | Other Products | Iogen LLC | ||
License Agreement | ||
Royalty fee percentage based on net sales over a specific time period of commercialization | 3.00% | 3.00% |
Royalty fee percentage based on net sales from initial period until expiration of applicable patents | 2.00% | 2.00% |
Royalty fee percentage based on net sales after a specific period of time | 1.00% | 1.00% |
Time period for determining initial royalty fee as a percent of net sales | 12 months | 12 months |
Commitments_and_Contigencies_D5
Commitments and Contigencies (Details 3) (USD $) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2015 | Apr. 30, 2015 | Dec. 31, 2013 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Net of amortization | $149,000 | $142,000 | |
Royalties paid | 0 | 0 | |
Intellectual Property | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Fees to Iogen capitalized | $150,000 |
Convertible_Redeemable_Preferr9
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | |
Apr. 30, 2015 | Dec. 31, 2014 | Jan. 31, 2015 | 15-May-14 | Apr. 01, 2015 | |
Temporary Equity [Line Items] | |||||
Proceeds from warrant exercises | $1,412,000 | ||||
Incremental fair value of warrants | 436,000 | ||||
Adjustment to paid-in capital, warrant fair value | 204,000 | ||||
Series A Warrant | Actual | |||||
Temporary Equity [Line Items] | |||||
Warrants exercise price | $2.50 | ||||
Series A Warrant | Previously Reported | |||||
Temporary Equity [Line Items] | |||||
Warrants exercise price | $3.70 | ||||
Series A Warrant | Warrant | |||||
Temporary Equity [Line Items] | |||||
Number of shares of common stock subject to warrant | 1,661,055 | 2,042,583 | |||
Warrants exercise price | $3.70 | ||||
Adjustment to paid-in capital, warrant fair value | 845,000 | ||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |||||
Dividend rate | 0.00% | 0.00% | |||
Risk-free rate | 1.60% | ||||
Contractual term | 5 years | ||||
Expected volatility | 85.90% | 88.80% | |||
Series A Warrant | Warrant | Minimum | |||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |||||
Risk-free rate | 1.60% | ||||
Contractual term | 4 years | ||||
Series A Warrant | Warrant | Maximum | |||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |||||
Risk-free rate | 4.00% | ||||
Contractual term | 5 years | ||||
Service Provider Warrant | Warrant | |||||
Temporary Equity [Line Items] | |||||
Number of shares of common stock subject to warrant | 316,395 | ||||
Warrants exercise price | $2.04 | ||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |||||
Warrant expense | 99,000 | ||||
Convertible Debt Warrant | Warrant | |||||
Temporary Equity [Line Items] | |||||
Number of shares of common stock subject to warrant | 343,559 | ||||
Warrants exercise price | $1.85 | ||||
Adjustment to paid-in capital, warrant fair value | 105,000 | ||||
Convertible Debt Warrant | Warrant | |||||
Temporary Equity [Line Items] | |||||
Number of shares of common stock subject to warrant | 343,559 | ||||
Warrants exercise price | $1.85 | ||||
Adjustment to paid-in capital, warrant fair value | 105,000 | ||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |||||
Dividend rate | 0.00% | ||||
Risk-free rate | 1.60% | ||||
Contractual term | 5 years | ||||
Expected volatility | 88.80% | ||||
Series A Convertible Redeemable Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Number of shares sold | 4,207,987 | ||||
Price per share | $1.85 | ||||
Gross proceeds from issuance | 7,500,000 | ||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |||||
Number of shares required to obtain Board representation | 500,000 | 500,000 | |||
Period of time for listing | 3 years | 3 years | |||
Issuance covenant, Required number of Board of Director members | 5 | 5 | |||
Issuance covenant, Number of Board Of Director members appointed by qualified subscribers | 1 | 1 | |||
Series A Convertible Redeemable Preferred Stock | Minimum | |||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |||||
Percentage of shares outstanding required to obtain Board representation | 30.00% | 30.00% | |||
Series A Convertible Redeemable Preferred Stock | Subscription Agreement | |||||
Temporary Equity [Line Items] | |||||
Number of shares sold | 4,207,987 | ||||
Series A Convertible Redeemable Preferred Stock | Series A Warrant | |||||
Temporary Equity [Line Items] | |||||
Number of purchasers of stock | 47 | ||||
Common Stock | Series A Warrant | |||||
Temporary Equity [Line Items] | |||||
Number of shares of common stock subject to warrant | 564,662 | ||||
Proceeds from warrant exercises | 1,411,655 | ||||
Incremental fair value of warrants | $436,000 |
Recovered_Sheet1
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details 2) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2015 | Apr. 30, 2015 | Nov. 07, 2014 | Jan. 23, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration period | 10 years | |||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 2 years | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
2014 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares reserved and available for grant | 4,500,000 | 2,700,000 | ||
2014 Equity Incentive Plan | Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration period | 10 years | 10 years | ||
2014 Equity Incentive Plan | Minimum | Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 2 years | 2 years | ||
2014 Equity Incentive Plan | Maximum | Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | 4 years |
Recovered_Sheet2
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details 3) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Apr. 30, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Available | ||||||
Available for grant, beginning | 1,043,000 | |||||
Available for grant, ending | 1,043,000 | 932,375 | 1,043,000 | |||
Shares | ||||||
Outstanding, Beginning | 2,609,357 | 2,606,000 | 2,689,252 | 2,606,000 | 1,150,000 | |
Granted | 130,000 | 0 | 365,000 | 891,000 | 1,456,000 | |
Exercised | -40,105 | -46,916 | -727,643 | |||
Cancelled | -10,000 | -254,375 | -160,000 | |||
Outstanding, Ending | 2,689,252 | 2,752,961 | 2,689,252 | 2,609,357 | 2,606,000 | |
Vested and exercisable | 1,019,299 | 1,109,670 | 1,019,299 | |||
Vested and expected to vest | 2,561,421 | 2,629,418 | 2,561,421 | |||
Weighted Average Exercise Price | ||||||
Outstanding, Beginning | $0.82 | $0.25 | $0.91 | $0.25 | $0.06 | |
Granted | $2.75 | $3 | $1.85 | $0.40 | ||
Exercised | $0.95 | $0.24 | $0.14 | |||
Canceled | $1.85 | $1.47 | $0.37 | |||
Outstanding, Ending | $0.91 | $1.14 | $0.91 | $0.82 | $0.25 | |
Vested and exercisable | $0.43 | $0.51 | $0.43 | |||
Vested and expected to vest | $0.88 | $1.11 | $0.88 | |||
Remaining contractual term | ||||||
Outstanding | 8 years 6 months 29 days | 7 years 4 months 28 days | 8 years 6 months 29 days | 8 years 6 months 7 days | ||
Vested and exercisable | 7 years 10 months 17 days | 4 years 10 months 6 days | ||||
Vested and expected to vest | 8 years 6 months 18 days | 7 years 3 months 26 days | ||||
Aggregate intrinsic value of stock options outstanding and exercisable | $5,420 | $4,957 | $5,420 | |||
Share Based Compensation Arrangement by Share Based Payment Award Options Intrinsic Value [Abstract] | ||||||
Outstanding | 5,625 | 5,107 | 5,625 | 5,686 | ||
Vested and exercisable | 2,619 | 2,768 | 2,619 | |||
Vested and expected to vest | $5,420 | $4,957 | $5,420 |
Recovered_Sheet3
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details 4) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2015 | Apr. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Options Outstanding | ||||
Number Outstanding (in shares) | 2,689,252 | 2,752,961 | ||
Weighted Average Remaining Contract Life | 8 years 6 months 29 days | 7 years 4 months 28 days | ||
Weighted Average Exercise Prices (in dollars per share) | $0.91 | $1.14 | ||
Options Exercisable | ||||
Number Exercisable (in shares) | 1,019,299 | 1,109,670 | ||
Weighted Average Exercise Price (in dollars per share) | $0.43 | $0.51 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Total intrinsic value of options exercised | $82,000 | $126,000 | $676,000 | $0 |
$0.05 - $0.25 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise prices, low end of range (in dollars per share) | $0.05 | |||
Exercise prices, high end of range (in dollars per share) | $0.25 | |||
Options Outstanding | ||||
Number Outstanding (in shares) | 819,419 | |||
Weighted Average Remaining Contract Life | 3 years 4 months 13 days | |||
Weighted Average Exercise Prices (in dollars per share) | $0.13 | |||
Options Exercisable | ||||
Number Exercisable (in shares) | 606,293 | |||
Weighted Average Exercise Price (in dollars per share) | $0.09 | |||
$0.26 - $1.00 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise prices, low end of range (in dollars per share) | $0.26 | |||
Exercise prices, high end of range (in dollars per share) | $1 | |||
Options Outstanding | ||||
Number Outstanding (in shares) | 692,542 | |||
Weighted Average Remaining Contract Life | 8 years 3 months 22 days | |||
Weighted Average Exercise Prices (in dollars per share) | $0.47 | |||
Options Exercisable | ||||
Number Exercisable (in shares) | 320,462 | |||
Weighted Average Exercise Price (in dollars per share) | $0.49 | |||
$1.01 - $3.00 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise prices, low end of range (in dollars per share) | $1.01 | |||
Exercise prices, high end of range (in dollars per share) | $3 | |||
Options Outstanding | ||||
Number Outstanding (in shares) | 1,241,000 | |||
Weighted Average Remaining Contract Life | 9 years 7 months 2 days | |||
Weighted Average Exercise Prices (in dollars per share) | $2.19 | |||
Options Exercisable | ||||
Number Exercisable (in shares) | 182,915 | |||
Weighted Average Exercise Price (in dollars per share) | $1.90 |
StockBased_Compensation_Detail2
Stock-Based Compensation (Details) (USD $) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2015 | Apr. 30, 2015 | Apr. 30, 2014 | |
Share-based Compensation | |||
Stock-based compensation expense | $300,000 | $115,000 | |
Total compensation costs not yet recognized | 2,500,000 | 2,900,000 | |
Average remaining amortization period for recognition of expense | 3 years 3 months 4 days | 3 years 26 days | |
Research and Development | |||
Share-based Compensation | |||
Stock-based compensation expense | 86,000 | 34,000 | |
Sales and Marketing | |||
Share-based Compensation | |||
Stock-based compensation expense | 124,000 | 16,000 | |
General and Administrative Expenses | |||
Share-based Compensation | |||
Stock-based compensation expense | $90,000 | $65,000 |
StockBased_Compensation_Detail3
Stock-Based Compensation (Details 2) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2015 | Apr. 30, 2015 | Apr. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected volatility | 82.10% | 82.60% | 82.10% | 82.20% | 82.10% |
Expected term in years | 6 years | 6 years | 6 years | ||
Risk-free interest rate | 1.56% | 1.74% | |||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term in years | 5 years 6 months 7 days | 5 years 6 months 4 days | |||
Risk-free interest rate | 1.62% | 0.67% | 0.61% | ||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term in years | 6 years 29 days | 6 years 1 month 6 days | |||
Risk-free interest rate | 1.99% | 0.89% | 1.62% |
Income_Taxes_Details1
Income Taxes (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2015 | Apr. 30, 2015 | Apr. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes. | |||||
Federal income taxes | $0 | $0 | $0 | $0 | $0 |
Liability for unrecognized tax benefits | $0 | $0 |
Uncategorized_Items
Uncategorized Items | 1/1/2014 - 12/31/2014 | 1/1/2015 - 1/31/2015 | 1/1/2013 - 12/31/2013 | ||
USD ($) | USD ($) | USD ($) | |||
[bpmx_AdjustmentsToAdditionalPaidInCapitalWarrantsForPreferredStockIssued] | 845,000 | ||||
[bpmx_StockIssuedDuringPeriodValueInterestOnPreferredStock] | -159,000 | 159,000 | -50,000 | 50,000 | |
[us-gaap_AdjustmentsToAdditionalPaidInCapitalConvertibleDebtWithConversionFeature] | 204,000 | 206,000 | |||
[us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue] | 1,193,000 | 99,000 | 58,000 | ||
[us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities] | 1,847,000 | ||||
[us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation] | 99,000 | 38,000 | |||
[us-gaap_TemporaryEquityAccretionToRedemptionValue] | -163,000 | 163,000 | -43,000 | 43,000 | |
[us-gaap_TemporaryEquityStockIssuedDuringPeriodValueNewIssues] | 6,408,000 |