Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 12, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Registrant Name | 'RXI PHARMACEUTICALS CORP | ' |
Entity Central Index Key | '0001533040 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 11,684,153 |
Condensed_Balance_Sheets
Condensed Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $6,847 | $5,127 |
Restricted cash | 53 | 53 |
Short-term investments | 9,000 | ' |
Prepaid expenses and other current assets | 181 | 212 |
Total current assets | 16,081 | 5,392 |
Equipment and furnishings, net | 130 | 198 |
Other assets | ' | 2 |
Total assets | 16,211 | 5,592 |
Current liabilities: | ' | ' |
Accounts payable | 177 | 416 |
Accrued expenses and other current liabilities | 1,018 | 767 |
Deferred revenue | 147 | 491 |
Current maturities of capital lease obligations | ' | 5 |
Total current liabilities | 1,342 | 1,679 |
Deferred revenue, net of current portion | ' | 27 |
Total liabilities | 1,342 | 1,706 |
Commitments and contingencies | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Common stock, $0.0001 par value, 1,500,000,000 shares authorized; 11,684,153 and 5,289,007 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 1 | ' |
Additional paid-in capital | 40,602 | 11,317 |
Deficit accumulated during the developmental stage | -35,574 | -17,157 |
Total stockholders' equity (deficit) | 7,048 | -5,840 |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | 16,211 | 5,592 |
Series A Convertible Preferred Stock [Member] | ' | ' |
Current liabilities: | ' | ' |
Series A convertible preferred stock, $0.0001 par value, 15,000 shares authorized; 7,821 and 9,726 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively (at liquidation value) | 7,821 | 9,726 |
Stockholders' equity (deficit): | ' | ' |
Total stockholders' equity (deficit) | 7,821 | 9,726 |
Series A-1 Convertible Preferred Stock [Member] | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Preferred stock, $0.0001 par value; 10,000,000 authorized (Note 3) Series A-1 convertible preferred stock, $0.0001 par value, 5,000 shares authorized; 2,019 issued and outstanding at September 30, 2013, respectively (at liquidation value) | 2,019 | ' |
Total stockholders' equity (deficit) | $2,019 | ' |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 11,684,153 | 5,289,007 |
Common stock, shares outstanding | 11,684,153 | 5,289,007 |
Condensed_Statements_of_Operat
Condensed Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 129 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
Predecessor [Member] | |||||
Revenues: | ' | ' | ' | ' | ' |
Grant revenues | $92 | $57 | $370 | $57 | $467 |
Total revenues | 92 | 57 | 370 | 57 | 467 |
Operating Expenses: | ' | ' | ' | ' | ' |
Research and development expenses | 1,229 | 1,214 | 16,213 | 9,314 | 72,396 |
General and administrative expenses | 934 | 539 | 2,588 | 2,006 | 42,423 |
Total operating expenses | 2,163 | 1,753 | 18,801 | 11,320 | 114,819 |
Operating loss | -2,071 | -1,696 | -18,431 | -11,263 | -114,352 |
Interest income (expense) | 10 | -1 | 14 | -29 | 612 |
Other income | 2 | 53 | ' | 124 | 6,440 |
Net loss | -2,059 | -1,644 | -18,417 | -11,168 | -107,300 |
Accretion of Series A and Series A-1 convertible preferred stock and dividends | -1,447 | -1,277 | -7,393 | -11,897 | -20,208 |
Net loss applicable to common stockholders | ($3,506) | ($2,921) | ($25,810) | ($23,065) | ($127,508) |
Net loss per common share applicable to common stockholders: | ' | ' | ' | ' | ' |
Basic and diluted loss per share | ($0.30) | ($0.56) | ($2.64) | ($5.32) | ' |
Weighted average common shares outstanding: | ' | ' | ' | ' | ' |
Basic and diluted | 11,630,189 | 5,238,507 | 9,783,615 | 4,334,406 | ' |
Condensed_Statements_of_Operat1
Condensed Statements of Operations (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Research and Development Expense [Member] | ' | ' | ' | ' |
Non-cash stock-based compensation expenses | $165,000 | $145,000 | $726,000 | $389,000 |
General and Administrative Expense [Member] | ' | ' | ' | ' |
Non-cash stock-based compensation expenses | $284,000 | $152,000 | $780,000 | $282,000 |
Condensed_Statements_of_Conver
Condensed Statements of Convertible Preferred Stock and Stockholders' Equity (USD $) | Total | Series A Convertible Preferred Stock [Member] | Series A-1 Convertible Preferred Stock [Member] | Deficit Accumulated Since Incorporation [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] |
Balance at Dec. 31, 2012 | ($5,840,000) | $9,726,000 | ' | ($17,157,000) | ' | $11,317,000 |
Balance, shares at Dec. 31, 2012 | ' | 9,726 | ' | ' | 5,289,007 | ' |
Issuance of common stock, net of offering costs of $727 | 15,651,000 | ' | ' | ' | 1,000 | 15,650,000 |
Issuance of common stock, net of offering costs, shares | ' | ' | ' | ' | 3,765,230 | ' |
Issuance of common stock in exchange for patent and technology rights | 12,250,000 | ' | ' | ' | ' | 12,250,000 |
Issuance of common stock in exchange for patent and technology rights, shares | ' | ' | ' | ' | 1,666,666 | ' |
Stock-based compensation expense | 1,506,000 | ' | ' | ' | ' | 1,506,000 |
Cash paid in lieu of fractional shares for 1:30 reverse stock split | -12,000 | ' | ' | ' | ' | -12,000 |
Cash paid in lieu of fractional shares for 1:30 reverse stock split, shares | ' | ' | ' | ' | -2,807 | ' |
Common stock issued upon exercise of stock options | 5,000 | ' | ' | ' | ' | 5,000 |
Common stock issued upon exercise of stock options, shares | 2,000 | ' | ' | ' | 2,000 | ' |
Exchange of Series A convertible preferred stock into Series A-1 convertible preferred stock | 2,000,000 | -2,000,000 | 2,000,000 | ' | ' | ' |
Exchange of Series A convertible preferred stock into Series A-1 convertible preferred stock, shares | ' | -2,000 | 2,000 | ' | ' | ' |
Conversions of Series A and Series A-1 convertible preferred stock into common stock | 396,000 | -396,000 | ' | ' | ' | 396,000 |
Conversions of Series A and Series A-1 convertible preferred stock into common stock, shares | ' | -396 | ' | ' | 964,057 | ' |
Fair value of Series A and Series A-1 convertible preferred stock dividends | -7,393,000 | ' | ' | ' | ' | -7,393,000 |
Dividends issued on Series A and Series A-1 convertible preferred stock | 6,902,000 | 491,000 | 19,000 | ' | ' | 6,883,000 |
Dividends issued on Series A and Series A-1 convertible preferred stock, shares | ' | 491 | 19 | ' | ' | ' |
Net loss | -18,417,000 | ' | ' | -18,417,000 | ' | ' |
Balance at Sep. 30, 2013 | $7,048,000 | $7,821,000 | $2,019,000 | ($35,574,000) | $1,000 | $40,602,000 |
Balance, shares at Sep. 30, 2013 | ' | 7,821 | 2,019 | ' | 11,684,153 | ' |
Condensed_Statements_of_Conver1
Condensed Statements of Convertible Preferred Stock and Stockholders' Equity (Parenthetical) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Statement Of Stockholders Equity [Abstract] | ' |
Offering costs | $727 |
Reverse Stock Split Conversion Ratio | 0.033 |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (USD $) | 9 Months Ended | 129 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 |
Predecessor [Member] | Predecessor [Member] | |||
Series A-1 Convertible Preferred Stock [Member] | ||||
Cash flows from operating activities: | ' | ' | ' | ' |
Net loss | ($18,417) | ($11,168) | ($107,300) | ' |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | ' |
Depreciation and amortization | 78 | 118 | 889 | ' |
(Gain) Loss on disposal of equipment | ' | -14 | 44 | ' |
Non-cash rent expense | ' | ' | 29 | ' |
Accretion and receipt of bond discount | ' | ' | 35 | ' |
Non-cash stock-based compensation | 1,506 | 671 | 20,440 | ' |
Fair value of common stock warrants issued in exchange for services | ' | 13 | 13 | ' |
Loss on exchange of equity instruments | ' | ' | 900 | ' |
Fair value of Parent Company's shares mandatorily redeemable for cash upon exercise of warrants | ' | ' | -785 | ' |
Fair value of Parent Company's common stock and common stock warrants issued in exchange for services | ' | ' | 2,689 | ' |
Change in fair value of derivatives of Parent Company issued in connection with various equity financings | ' | ' | -5,604 | ' |
Fair value of common stock issued in exchange for patent and technology rights | 12,250 | 6,173 | 18,423 | ' |
Fair value of Parent Company common stock issued in exchange for licensing rights | ' | ' | 3,954 | ' |
Changes in operating assets and liabilities: | ' | ' | ' | ' |
Prepaid expenses and other assets | 33 | 42 | -163 | ' |
Accounts payable | -239 | -232 | 177 | ' |
Due to former parent | ' | 597 | 390 | ' |
Deferred revenue | -371 | -147 | 147 | ' |
Accrued expenses and other current liabilities | 251 | 35 | 1,654 | ' |
Net cash used in operating activities | -4,909 | -3,912 | -64,068 | ' |
Cash flows from investing activities: | ' | ' | ' | ' |
Change in restricted cash | ' | ' | -53 | ' |
Purchases of short-term investments | -9,000 | ' | -46,532 | ' |
Maturities of short-term investments | ' | ' | 37,497 | ' |
Cash paid for purchase of equipment and furnishings | -10 | -9 | -770 | ' |
Proceeds from disposal of equipment and furnishings | ' | 25 | 32 | ' |
Cash paid for lease deposit | ' | -2 | -47 | ' |
Net cash provided by (used in) investing activities | -9,010 | 14 | -9,873 | ' |
Cash flows from financing activities: | ' | ' | ' | ' |
Cash contributions from Parent Company, net | ' | 699 | 55,923 | ' |
Proceeds from issuance of Series A convertible preferred stock | ' | 8,500 | 8,500 | ' |
Proceeds from issuance of convertible notes payable | ' | 500 | 1,000 | ' |
Net proceeds from the issuance of common stock | 15,651 | ' | 15,651 | ' |
Proceeds from exercise of stock options | 5 | ' | 5 | ' |
Cash paid in lieu of fractional shares for 1:30 reverse stock split | -12 | ' | -12 | ' |
Repayments of capital lease obligations | -5 | -26 | -279 | ' |
Net cash provided by financing activities | 15,639 | 9,673 | 80,788 | ' |
Net increase in cash and cash equivalents | 1,720 | 5,775 | 6,847 | ' |
Cash and cash equivalents, beginning of period | 5,127 | 503 | ' | ' |
Cash and cash equivalents, end of period | 6,847 | 6,278 | 6,847 | ' |
Supplemental disclosure of cash flow information: | ' | ' | ' | ' |
Cash received during the period for interest | 14 | ' | 738 | ' |
Cash paid during the period for interest | ' | 29 | 38 | ' |
Supplemental disclosure of non-cash investing and financing activities: | ' | ' | ' | ' |
Settlement of corporate formation expenses in exchange for Parent Company common stock | ' | ' | 978 | ' |
Fair value of derivatives issued in connection with Parent Company common stock | ' | ' | 14,051 | ' |
Fair value of Parent Company shares mandatorily redeemable for cash upon exercise of warrants | ' | ' | 785 | ' |
Allocation of management expenses | ' | ' | 551 | ' |
Equipment and furnishings exchanged for Parent Company common stock | ' | ' | 48 | ' |
Equipment and furnishings acquired through capital lease | ' | ' | 277 | ' |
Non-cash lease deposit | ' | ' | 50 | ' |
Value of Parent Company restricted stock units and common stock issued in lieu of bonuses included in accrued expenses | ' | ' | 427 | ' |
Value of Parent Company restricted stock units issued in lieu of cash bonuses | ' | ' | 207 | ' |
Reclassification of derivative liability upon elimination of obligation | ' | ' | 9,249 | ' |
Fair value of Parent Company stock options modified | ' | ' | 960 | ' |
Conversion of Series A and Series A-1 convertible preferred stock into common stock | 396 | 208 | 620 | ' |
Fair value of Series A convertible preferred stock beneficial conversion feature | ' | 9,500 | 9,500 | ' |
Accretion of Series A convertible preferred stock | ' | 9,500 | 9,500 | ' |
Fair value of Series A and Series A-1 convertible preferred stock dividends | 7,393 | 2,397 | 10,708 | ' |
Exchange of Series A convertible preferred stock into Series A-1 convertible preferred stock | 2,000 | ' | ' | 2,000 |
Conversion of notes payable into Series A convertible preferred stock | ' | $1,000 | $1,000 | ' |
Condensed_Statements_of_Cash_F1
Condensed Statements of Cash Flows (Parenthetical) | 129 Months Ended |
Sep. 30, 2013 | |
Predecessor [Member] | |
Reverse Stock Split Conversion Ratio | 0.033 |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Description of Business and Basis of Presentation | ' | ||||||||
1. Description of Business and Basis of Presentation | |||||||||
Prior to April 13, 2011, Galena Biopharma, Inc. (“Galena” or the “Parent Company”) (formerly known as RXi Pharmaceuticals Corporation) was engaged primarily in conducting discovery research and preclinical development activities based on RNAi, and Galena’s financial statements for periods prior to April 13, 2011 reflected solely the assets, liabilities and results of operations attributable to Galena’s RNAi-based assets, liabilities and results of operations. On April 13, 2011, Galena broadened its strategic direction by adding the development and commercialization of cancer therapies that utilize peptide-based immunotherapy products, including a main product candidate, NeuVax, for the treatment of various cancers. On September 24, 2011, Galena contributed to RXi Pharmaceuticals Corporation (“RXi,” “Registrant” or the “Company”), a newly formed subsidiary of Galena, substantially all of Galena’s RNAi-related technologies and assets. The newly formed RXi was incorporated on September 8, 2011 in preparation for the planned spinoff from Galena, which was completed on April 27, 2012. RXi was not engaged in any activities other than its initial incorporation from September 8, 2011 to September 23, 2011. | |||||||||
As a result of these transactions, historical financial information from the period January 1, 2003 through September 23, 2011 included in the Condensed Statements of Operations, and Cash Flows for the cumulative period from inception (January 1, 2003) through September 30, 2013, has been “carved out” of the financial statements of Galena (the “Predecessor”) for such periods. Such financial information is limited to Galena’s RNAi-related activities, assets and liabilities only, and excludes activities, assets and liabilities that are attributable to Galena’s cancer therapy activities. | |||||||||
To date, RXi’s principal activities, including that of its Predecessor, have consisted of conducting discovery research and preclinical development activities utilizing its RNAi therapeutic platform, conducting clinical trials for its first lead therapeutic candidate, acquiring RNAi technologies and patent rights through exclusive, co-exclusive and non-exclusive licenses, recruiting an RNAi-focused management and scientific/clinical advisory team, capital raising activities and conducting business development activities aimed at establishing research and development partnerships with pharmaceutical and larger biotechnology companies. | |||||||||
On March 6, 2013, RXi entered into a Securities Purchase Agreement (the “SPA”) pursuant to which RXi agreed to issue a total of 3,765,230 shares of common stock at a price of $4.35 per share (after giving effect to the reverse stock split effected on July 23, 2013, described below). The gross proceeds from the offering, which closed on March 12, 2013, were approximately $16.4 million, and the net proceeds, after payment of commissions and other costs of the offering, were approximately $15.7 million. The Company believes that its existing cash and cash equivalents will be sufficient to fund the Company’s operations, including the planned Phase 2 program for RXI-109, into the second quarter of fiscal 2015. | |||||||||
On July 18, 2013, the Board of Directors of the Company approved a 1-for-30 reverse stock split of the Company’s outstanding common stock, which was effected on July 23, 2013. Stockholders who would have otherwise been entitled to fractional shares as a result of the reverse stock split received a cash payment in lieu of receiving fractional shares. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. Shares of common stock reserved for issuance upon the conversion of the Company’s Series A Preferred Stock were proportionately reduced and the respective conversion prices were proportionately increased. All share and per share amounts in the financial statements have been retroactively adjusted for all periods presented to give effect to the reverse stock split, including reclassifying an amount equal to the reduction in par value to additional paid-in capital. | |||||||||
We expect to incur significant operating losses as we advance our product candidates through the drug development and regulatory process. We have generated significant losses to date, have not generated any product revenue to date and may not generate product revenue in the foreseeable future, if ever. In the future, RXi will be dependent on obtaining funding from third parties, such as proceeds from the issuance of debt, sale of equity, funded research and development programs and payments under partnership and collaborative agreements, in order to maintain RXi’s operations and meet RXi’s obligations to licensors. There is no guarantee that debt, additional equity or other funding will be available to the Company on acceptable terms, or at all. If the Company fails to obtain additional funding when needed, RXi would be forced to scale back, terminate the Company’s operations or seek to merge with or to be acquired by another company. | |||||||||
Basis of Presentation | |||||||||
Historical financial information from the period January 1, 2003 through September 23, 2011 included in the Condensed Statements of Operations and Cash Flows for the cumulative period from inception (January 1, 2003) through September 30, 2013, has been “carved out” of the financial statements of Galena and the Predecessor for such periods. Such financial information is limited to Galena’s RNAi-related activities, assets and liabilities only, and excludes activities, assets and liabilities that are attributable to Galena’s cancer therapy activities. RXi was formed on September 8, 2011 and was not engaged in any activities other than its initial incorporation from September 8, 2011 to September 23, 2011. | |||||||||
Uses of estimates in preparation of financial statements | |||||||||
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. | |||||||||
Cash and Cash Equivalents | |||||||||
The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts and certificates of deposit. | |||||||||
Short-term Investments | |||||||||
The Company’s short-term investments consist of certificates of deposit with original maturities ranging from 6 months to 1 year. | |||||||||
Restricted Cash | |||||||||
Restricted cash consists of certificates of deposit on hand with the Company’s financial institutions as collateral for its corporate credit cards. | |||||||||
Revenue Recognition | |||||||||
Revenue consists of grant revenues. Revenues from government grants are recognized over the respective contract periods as the services are performed, provided there is persuasive evidence of an arrangement, the fee is fixed or determinable and collection of the related receivable is reasonably assured, and no contingencies remain outstanding. Monies received prior to the recognition of revenue are recorded as deferred revenue. | |||||||||
Net loss per share | |||||||||
The Company accounts for and discloses net loss per common share in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings per Share.” Basic and diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding. When the effects are not anti-dilutive, diluted earnings per share is computed by dividing the Company’s net earnings by the weighted average number of common shares outstanding and the impact of all dilutive potential common shares. There were no potential dilutive common shares for all periods presented. | |||||||||
The following table sets forth the potential common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive: | |||||||||
September 30, | |||||||||
2013 | 2012 | ||||||||
Options to purchase common stock | 2,556,269 | 2,128,266 | |||||||
Common stock underlying Series A and Series A-1 Preferred Stock | 23,986,054 | 23,338,677 | |||||||
Warrants to purchase common stock | 4,615 | 4,615 | |||||||
Total | 26,546,938 | 25,471,558 | |||||||
Comprehensive Loss | |||||||||
The Company’s net loss is equal to its comprehensive loss for all periods presented. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
2. Fair Value Measurements | |||||||||||||||||
The Company follows the provisions of FASB ASC Topic 820, “Fair Value Measurements and Disclosures.” | |||||||||||||||||
The Company’s financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and are re-measured and reported at fair value at least annually using a fair value hierarchy that is broken down into three levels. Level inputs are as defined as follows: | |||||||||||||||||
Level 1 — quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||
Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. | |||||||||||||||||
Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. | |||||||||||||||||
The Company categorized its restricted cash as Level 1 hierarchy. The valuation for Level 1 was determined based on a “market approach” using quoted prices in active markets for identical assets. Valuations of these assets do not require a significant degree of judgment. The Company categorized its cash equivalents and short-term investments as Level 2 hierarchy. The valuation for Level 2 was determined based on data points that are observable, such as quoted prices, interest rates and yield curves. Financial assets measured at fair value on a recurring basis are summarized as follows, in thousands: | |||||||||||||||||
Description | September 30, | Quoted | Significant | Unobservable | |||||||||||||
2013 | Prices in | Other | Inputs | ||||||||||||||
Active | Observable | (Level 3) | |||||||||||||||
Markets | Inputs | ||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Cash equivalents | $ | 4,500 | $ | — | $ | 4,500 | $ | — | |||||||||
Restricted cash | 53 | 53 | — | — | |||||||||||||
Short-term investments | 9,000 | — | 9,000 | — | |||||||||||||
Total assets | $ | 13,553 | $ | 53 | $ | 13,500 | $ | — | |||||||||
Description | December 31, | Quoted | Significant | Unobservable | |||||||||||||
2012 | Prices in | Other | Inputs | ||||||||||||||
Active | Observable | (Level 3) | |||||||||||||||
Markets | Inputs | ||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Restricted cash | $ | 53 | $ | 53 | $ | — | $ | — | |||||||||
Total assets | $ | 53 | $ | 53 | $ | — | $ | — | |||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The carrying amounts reported in the balance sheet for cash equivalents, restricted cash, short-term investments, accounts payable, and capital leases approximate their fair values due to their short-term nature. |
Preferred_Stock
Preferred Stock | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Preferred Stock | ' | ||||||||||||||||
3. Preferred Stock | |||||||||||||||||
The Company has authorized up to 10,000,000 shares of preferred stock, $0.0001 par value per share, for issuance. The Company’s Board of Directors is authorized under the Company’s Amended and Restated Articles of Incorporation, to designate the authorized preferred stock into one or more series and to fix and determine such rights, preferences, privileges and restrictions of any series of preferred stock, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be determined by the Company’s Board of Directors upon its issuance. | |||||||||||||||||
Series A Preferred Stock | |||||||||||||||||
At September 30, 2013, 15,000 shares of Series A Preferred Stock, $0.0001 par value per share, were authorized for issuance. The following table summarizes the Series A Preferred Stock activity for the nine months ended September 30, 2013: | |||||||||||||||||
Issued and Outstanding at January 1, 2013 | 9,726 | ||||||||||||||||
Conversions of Series A Preferred Stock into common stock | (396 | ) | |||||||||||||||
Exchange of Series A Preferred Stock into Series A-1 Preferred Stock (as discussed below) | (2,000 | ) | |||||||||||||||
Dividends issued on Series A Preferred Stock | 491 | ||||||||||||||||
Issued and Outstanding at September 30, 2013 | 7,821 | ||||||||||||||||
Issuance | |||||||||||||||||
On April 27, 2012, upon the completion of the planned spinoff from Galena, the Company issued 9,500 shares of Series A Preferred Stock to Tang Capital Partners, L.P. (“TCP”) and RTW Investments, LLC. Upon the issuance of the Series A Preferred Stock, the Series A Preferred Stock was first assessed under FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and it was determined that it was not within the scope of ASC 480, therefore, the Series A Preferred Stock was not considered a liability under ASC 480. The Series A Preferred Stock was then assessed under FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). | |||||||||||||||||
The Series A Preferred Stock is convertible into common stock at the holders’ option, subject to the terms of the Certificate of Designations. This embedded feature meets the definition of a derivative. The Company believes that the Series A Preferred Stock is an equity host for the purposes of assessing the embedded conversion option for potential bifurcation. The Company concluded that the conversion option feature is clearly and closely related to the preferred stock host. As such, the conversion feature did not require bifurcation under ASC 815. | |||||||||||||||||
The Company has recorded the Series A Preferred Stock in temporary equity as, the Company may not be able to control the actions necessary to issue the maximum number of common shares needed to provide for a conversion in full of the then outstanding Series A Preferred Stock, at which time a holder of the Series A Preferred Stock may elect to redeem their preferred shares outstanding in the amount equal to the face value per share, plus unpaid accrued dividends. | |||||||||||||||||
Dividends | |||||||||||||||||
Holders of Series A Preferred Stock are entitled to receive cumulative mandatory dividends at the rate per share of seven percent (7%) of the face amount ($1,000 per share) per annum, payable quarterly on each March 31, June 30, September 30 and December 31. Dividends shall be payable in additional shares of Series A Preferred Stock valued for this purpose at the face amount. In the event there are not sufficient authorized Series A Preferred Shares available to pay such a dividend, the dividend shall instead accrete to and increase the value of the outstanding Series A Preferred Stock. The fair value of the Series A Preferred Stock dividend, which is included in the Company’s net loss applicable to common shareholders, is calculated by multiplying the number of common shares that a preferred holder would receive upon conversion by the closing price of the Company’s common stock on the dividend payment date. | |||||||||||||||||
The following table summarizes the fair value of the Series A Preferred Stock dividends for the periods indicated, in thousands: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Fair value of Series A Preferred Stock dividends | $ | 1,285 | $ | 1,277 | $ | 7,231 | $ | 2,397 | |||||||||
Total fair value of Series A Preferred Stock dividends | $ | 1,285 | $ | 1,277 | $ | 7,231 | $ | 2,397 | |||||||||
Liquidation Preference | |||||||||||||||||
The “Liquidation Preference” with respect to a share of Series A Preferred Stock means an amount equal to the face amount of the shares plus all accrued and unpaid dividends on the Series A Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares). In the event of a liquidation, dissolution, or winding up, whether voluntary or involuntary, no distribution shall be made to the holders of any shares of capital stock of the Corporation (other than Senior Securities pursuant to the rights, preferences and privileges thereof) unless prior thereto the holders of shares of Series A Preferred Stock have received the Liquidation Preference with respect to each share then outstanding. | |||||||||||||||||
Conversion | |||||||||||||||||
Each holder of shares of Series A Preferred Stock may, at any time and from time to time, convert each of its shares into a number of fully paid and non-assessable shares of common stock at the defined conversion rate. Initially, each share of Series A Preferred Stock is convertible into 2,437.57 shares of common stock. In no event shall any holder of shares of Series A Preferred Stock have the right to convert shares of Series A Preferred Stock into shares of common stock to the extent that, after giving effect to such conversion, the holder, together with any of its affiliates, would beneficially own more than 9.999% of the then-issued and outstanding shares of common stock. | |||||||||||||||||
For the three months ended September 30, 2013 and 2012, 101 and 14 shares of Series A Preferred Stock were converted into 244,975 and 34,125 shares of common stock, respectively. | |||||||||||||||||
For the nine months ended September 30, 2013 and 2012, 396 and 208 shares of Series A Preferred Stock were converted into 964,057 and 507,014 shares of common stock, respectively. | |||||||||||||||||
Voting | |||||||||||||||||
The holders of Series A Preferred Stock do not have any right to elect directors and have only limited voting rights, which consist primarily of the right to vote under certain protective provisions set forth in the Certificate of Designations, regarding: (i) any proposed amendment to the Series A Preferred Stock or its right and preferences; and (ii) any proposed “Deemed Liquidation Event” as defined in the Certificate of Designations. | |||||||||||||||||
Series A-1 Preferred Stock | |||||||||||||||||
At September 30, 2013, 5,000 shares of Series A-1 Preferred Stock, $0.0001 par value per share, were authorized for issuance. The following table summarizes the Series A-1 Preferred Stock activity for the nine months ended September 30, 2013: | |||||||||||||||||
Issued and Outstanding at January 1, 2013 | — | ||||||||||||||||
Exchange of Series A Preferred Stock into Series A-1 Preferred Stock | 2,000 | ||||||||||||||||
Dividends issued on Series A-1 Preferred Stock | 19 | ||||||||||||||||
Issued and Outstanding at September 30, 2013 | 2,019 | ||||||||||||||||
Exchange Transaction | |||||||||||||||||
On August 13, 2013, we entered into an exchange agreement (the “Exchange Agreement”) with TCP pursuant to which TCP agreed to exchange a total of 2,000 shares of Series A Preferred Stock for a like number of shares of Series A-1 Preferred Stock. The terms of the Series A-1 Preferred Stock are identical in all respects to the Series A Preferred Stock, other than the elimination of cash penalties that would potentially be due and payable upon the failure of the Company to have enough shares of common stock available to permit the conversion of Series A-1 Preferred Stock into common stock. The exchange transaction was recognized as a decrease of $2,000,000 in Series A Preferred Stock and a corresponding increase of $2,000,000 in Series A-1 Preferred Stock, which represents the face value of the shares exchanged. | |||||||||||||||||
Upon the issuance of the Series A-1 Preferred Stock, the Series A-1 Preferred Stock was first assessed under ASC 480 and it was determined that it was not within the scope of ASC 480; therefore, the Series A-1 Preferred Stock was not considered a liability under ASC 480. The Series A-1 Preferred Stock was then assessed under ASC 815. | |||||||||||||||||
The Series A-1 Preferred Stock is convertible into common stock at the holders’ option, subject to the terms of the Certificate of Designations. This embedded feature meets the definition of a derivative. The Company believes that the Series A-1 Preferred Stock is an equity host for the purposes of assessing the embedded conversion option for potential bifurcation. The Company concluded that the conversion option feature is clearly and closely related to the preferred stock host. As such, the conversion feature did not require bifurcation under ASC 815. | |||||||||||||||||
The Company has recorded the Series A-1 Preferred Stock in permanent equity as the Company is not required to effect a net cash settlement in the instance that the Company does not have enough shares of common stock available to permit the conversion of Series A-1 Preferred Stock into common stock. | |||||||||||||||||
Dividends | |||||||||||||||||
Holders of Series A-1 Preferred Stock are entitled to receive cumulative mandatory dividends at the rate per share of seven percent (7%) of the face amount ($1,000 per share) per annum, payable quarterly on each March 31, June 30, September 30 and December 31. Dividends shall be payable in additional shares of Series A-1 Preferred Stock valued for this purpose at the face amount. In the event there are not sufficient authorized Series A-1 Preferred Shares available to pay such a dividend, the dividend shall instead accrete to and increase the value of the outstanding Series A-1 Preferred Stock. The fair value of the Series A-1 Preferred Stock dividend, which is included in the Company’s net loss applicable to common shareholders, is calculated by multiplying the number of common shares that a preferred holder would receive upon conversion by the closing price of the Company’s common stock on the dividend payment date. | |||||||||||||||||
The following table summarizes the fair value of the Series A-1 Preferred Stock dividends for the periods indicated, in thousands: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Fair value of Series A-1 Preferred Stock dividends | $ | 162 | $ | — | $ | 162 | $ | — | |||||||||
Total fair value of Series A-1 Preferred Stock dividends | $ | 162 | $ | — | $ | 162 | $ | — | |||||||||
Liquidation Preference | |||||||||||||||||
The “Liquidation Preference” with respect to a share of Series A-1 Preferred Stock means an amount equal to the face amount of the shares plus all accrued and unpaid dividends on the Series A-1 Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares). In the event of a liquidation, dissolution, or winding up, whether voluntary or involuntary, no distribution shall be made to the holders of any shares of capital stock of the Corporation (other than Senior Securities pursuant to the rights, preferences and privileges thereof) unless prior thereto the holders of shares of Series A-1 Preferred Stock have received the Liquidation Preference with respect to each share then outstanding. The liquidation preference of the Series A Preferred Stock is pari passu with the liquidation preference of the Series A-1 Preferred Stock. | |||||||||||||||||
Conversion | |||||||||||||||||
Each holder of shares of Series A-1 Preferred Stock may, at any time and from time to time, convert each of its shares into a number of fully paid and non-assessable shares of common stock at the defined conversion rate. Initially, each share of Series A-1 Preferred Stock is convertible into 2,437.57 shares of common stock. In no event shall any holder of shares of Series A-1 Preferred Stock have the right to convert shares of Series A-1 Preferred Stock into shares of common stock to the extent that such issuance or sale or right to effect such conversion would result in the holder or any of its affiliates together beneficially owning more than 9.999% of the then issued and outstanding shares of common stock. | |||||||||||||||||
If, at any time, the number of outstanding shares of common stock is increased by a stock split, stock dividend, combination, reclassification or other similar event (in each case, whether by merger or otherwise), then the conversion price shall be proportionately reduced. If the number of outstanding shares of common stock is decreased by a reverse stock split, combination or reclassification of shares, or other similar event (in each case, whether by merger or otherwise), then the conversion price shall be proportionately increased. Holders of Series A-1 Preferred Stock are also entitled to adjustments to the conversion price and other rights in the event of a merger, change of control and other defined events. | |||||||||||||||||
No shares of Series A-1 Preferred Stock were converted into common stock during the three and nine months ended September 30, 2013. | |||||||||||||||||
Voting | |||||||||||||||||
The holders of Series A-1 Preferred Stock do not have any right to elect directors and have only limited voting rights, which consist primarily of the right to vote under certain protective provisions set forth in the Certificate of Designations, regarding: (i) any proposed amendment to the Series A-1 Preferred Stock or its right and preferences; and (ii) any proposed “Deemed Liquidation Event” as defined in the Certificate of Designations. |
Stock_Based_Compensation
Stock Based Compensation | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Stock Based Compensation | ' | ||||||||||||||||
4. Stock-Based Compensation | |||||||||||||||||
The Company follows the provisions of the FASB ASC Topic 718, “Compensation — Stock Compensation” (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees and non-employee directors including employee stock options. Stock compensation expense based on the grant date fair value estimated in accordance with the provisions of ASC 718 is recognized as an expense over the requisite service period. | |||||||||||||||||
For stock options granted as consideration for services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of FASB ASC Topic 505-50, “Equity Based Payments to Non-Employees.” Non-employee option grants that do not vest immediately upon grant are recorded as an expense over the requisite service period of the underlying stock options. At the end of each financial reporting period prior to vesting, the value of these options, as calculated using the Black-Scholes option-pricing model, will be re-measured using the fair value of the Company’s common stock and the non-cash compensation recognized during the period will be adjusted accordingly. Since the fair market value of options granted to non-employees is subject to change in the future, the amount of the future compensation expense will include fair value re-measurements until the stock options are fully vested. | |||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
The Company is currently using the Black-Scholes option-pricing model to determine the fair value of all its option grants. For option grants issued in the three and nine month periods ended September 30, 2013 and 2012, the following assumptions were used: | |||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Weighted average risk-free interest rate | 1.75 | % | 1.57 | % | 1.26 | % | 0.94 | % | |||||||||
Weighted average expected volatility | 107.3 | % | 115.2 | % | 76.27 | % | 88.7 | % | |||||||||
Weighted average expected lives (years) | 6.25 | 10 | 5.93 | 6.05 | |||||||||||||
Weighted average expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
The weighted average fair value of options granted during the three month periods ended September 30, 2013 and 2012 was $4.24 and $4.20, respectively. The weighted average fair value of options granted during the nine month periods ended September 30, 2013 and 2012 was $4.05 and $2.10, respectively. | |||||||||||||||||
The Company’s expected common stock price volatility assumption is based upon the volatility of a composition of comparable companies. The expected life assumptions for employee grants were based upon the simplified method provided for under ASC 718-10. The expected life assumptions for non-employees were based upon the contractual term of the option. The dividend yield assumption of zero is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends. The risk-free interest rate used for each grant was also based upon prevailing short-term interest rates. The Company has estimated an annualized forfeiture rate of 5.0% for options granted to its employees and 0% forfeiture rate for directors. The Company will record additional expense if the actual forfeitures are lower than estimated and will record a recovery of prior expense if the actual forfeiture rates are higher than estimated. | |||||||||||||||||
The following table summarizes the activity of Company’s stock option plan for the period January 1, 2013 to September 30, 2013: | |||||||||||||||||
Total Number | Weighted | ||||||||||||||||
of Shares | Average | ||||||||||||||||
Exercise | |||||||||||||||||
Price | |||||||||||||||||
Outstanding at January 1, 2013 | 2,128,266 | $ | 3 | ||||||||||||||
Granted | 430,003 | 6.16 | |||||||||||||||
Exercised | (2,000 | ) | 2.55 | ||||||||||||||
Cancelled | — | — | |||||||||||||||
Outstanding at September 30, 2013 | 2,556,269 | $ | 3.47 | ||||||||||||||
Options exercisable at September 30, 2013 | 873,809 | $ | 3.13 | ||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||
On June 7, 2013, the Compensation Committee approved an employee stock purchase plan (“ESPP”), subject to the approval of the Company’s stockholders within twelve months of the date the ESPP was adopted. The ESPP allows employees to contribute a percentage of their cash earnings, subject to certain maximum amounts, to be used to purchase shares of the Company’s common stock on each of two semi-annual purchase dates. The purchase price is equal to 90% of the market value per share on either (a) the date of grant of a purchase right under the ESPP or (b) the date on which such purchase right is deemed exercised, whichever is lower. The maximum number of shares available for issuance pursuant to the ESPP is equal to the lesser of: (a) 50,000 shares, increased on each anniversary of the adoption of the ESPP by one percent (1%) of the total shares of stock then outstanding, and (b) 113,333 shares. | |||||||||||||||||
With our ESPP, fair value is determined at the beginning of the purchase period and amortized over the term of each exercise period. The fair value of each ESPP purchase was estimated on the date of the grant using the Black-Scholes option-pricing model (using the risk-free interest rate, expected term, expected volatility, and dividend yield variables). The risk-free interest rate used was based upon the prevailing short-term interest rates. The Company’s expected volatility is based upon the volatility of a composition of comparable companies for the expected term. The expected life assumption was based upon the purchase period and the dividend yield assumption of zero is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends. | |||||||||||||||||
The following assumptions were used to value the shares under the ESPP for the three and nine month periods ended September 30, 2013: | |||||||||||||||||
Weighted average risk-free interest rate | 0.09 | % | |||||||||||||||
Weighted average expected volatility | 88.68 | % | |||||||||||||||
Weighted average expected lives (years) | 0.5 | ||||||||||||||||
Weighted average expected dividend yield | 0 | % | |||||||||||||||
Total stock-based compensation expense under our ESPP was $5,100 for the three and nine months ended September 2013, respectively. | |||||||||||||||||
As of September 30, 2013, an aggregate of 50,000 shares of common stock were authorized and available for issuance under the ESPP. | |||||||||||||||||
Predecessor (RNAi) Stock-Based Compensation | |||||||||||||||||
Stock-based compensation expense prior to the completion of the spinoff from Galena on April 27, 2012 was allocated to the carved out financial statements based on an estimate of time spent by Galena employees, board members, scientific advisory board members and outside consultants on RXi related matters. Galena options held by current RXi employees were cancelled at the date of the completion of the spin-off except for options to purchase an aggregate of 477,191 shares of Galena common stock. The Company will continue to recognize stock compensation expense on the non-cancelled options as they vest. Under the terms of the option awards, these options will continue to vest as long as the individuals are employed by RXi. As of September 30, 2013, 468,941 options remain outstanding with a range of exercise prices from $0.65 to $7.50. | |||||||||||||||||
Of the total stock-based compensation expense recorded by RXi, approximately $3,200 and $13,800 related to options issued by Galena for the three months ended September 30, 2013 and 2012, respectively. | |||||||||||||||||
Of the total stock-based compensation expense recorded by RXi, approximately $10,000 and $260,000 related to options issued by Galena for the nine months ended September 30, 2013 and 2012, respectively. |
Common_Stock
Common Stock | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
Common Stock | ' |
5. Common Stock | |
Common Stock Issuances | |
On March 1, 2013, the Company entered into an asset purchase agreement with OPKO Health, Inc. (“OPKO”) pursuant to which RXi acquired substantially all of OPKO’s RNAi-related assets, including patents, licenses, clinical and preclinical data and other related assets. Upon the close of the asset purchase agreement with OPKO on March 12, 2013, the Company issued to OPKO 1,666,666 shares of common stock. Under the asset purchase agreement, the Company will make, if applicable, up to $50 million per product in development and commercialization milestones for the successful development and commercialization of products utilizing the acquired OPKO intellectual property. In addition, if applicable, upon commercialization of these products the Company will make royalty payments to OPKO. | |
The Company assessed the acquired OPKO RNAi assets under FASB ASC Topic 805, “Business Combinations” (“ASC 805”), and it was determined that the transaction be accounted for as a purchase of assets, as the acquired assets did not constitute a business under the guidance of ASC 805. The assets purchased from OPKO are at an early stage of development, and, as such, determining the future economic benefit of the OPKO RNAi assets at the date of acquisition is highly uncertain. The fair value of the assets was determined using the quoted market price of the Company’s common stock, on the date of the transfer of the assets, of March 12, 2013. Accordingly, the fair value of the OPKO RNAi assets acquired of $12,250,000 was expensed as in-process research and development during the quarter ended March 31, 2013. | |
On March 6, 2013, the Company entered into a SPA, pursuant to which the Company agreed to issue a total of 3,765,230 shares of common stock at a price of $4.35 per share (the “March 2013 Offering”). The gross proceeds from the March 2013 Offering, which closed on March 12, 2013, were approximately $16.4 million, and the net proceeds, after payment of commissions and other costs, were approximately $15.7 million. The Company intends to use the proceeds from the March 2013 Offering for general corporate purposes, including the advancement of the RXI-109 program, research and development and general and administrative expenses. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
6. Subsequent Events | |
The Company evaluated all events or transactions that occurred after September 30, 2013 up through the date these financial statements were issued. The Company did not have any material recognizable or unrecognizable subsequent events. |
Description_of_Business_and_Ba1
Description of Business and Basis of Presentation (Policies) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Basis of Presentation | ' | ||||||||
Basis of Presentation | |||||||||
Historical financial information from the period January 1, 2003 through September 23, 2011 included in the Condensed Statements of Operations and Cash Flows for the cumulative period from inception (January 1, 2003) through September 30, 2013, has been “carved out” of the financial statements of Galena and the Predecessor for such periods. Such financial information is limited to Galena’s RNAi-related activities, assets and liabilities only, and excludes activities, assets and liabilities that are attributable to Galena’s cancer therapy activities. RXi was formed on September 8, 2011 and was not engaged in any activities other than its initial incorporation from September 8, 2011 to September 23, 2011. | |||||||||
Uses of Estimates in Preparation of Financial Statements | ' | ||||||||
Uses of estimates in preparation of financial statements | |||||||||
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. | |||||||||
Cash and Cash Equivalents | ' | ||||||||
Cash and Cash Equivalents | |||||||||
The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts and certificates of deposit. | |||||||||
Short Term Investments | ' | ||||||||
Short-term Investments | |||||||||
The Company’s short-term investments consist of certificates of deposit with original maturities ranging from 6 months to 1 year. | |||||||||
Restricted Cash | ' | ||||||||
Restricted Cash | |||||||||
Restricted cash consists of certificates of deposit on hand with the Company’s financial institutions as collateral for its corporate credit cards. | |||||||||
Revenue Recognition | ' | ||||||||
Revenue Recognition | |||||||||
Revenue consists of grant revenues. Revenues from government grants are recognized over the respective contract periods as the services are performed, provided there is persuasive evidence of an arrangement, the fee is fixed or determinable and collection of the related receivable is reasonably assured, and no contingencies remain outstanding. Monies received prior to the recognition of revenue are recorded as deferred revenue. | |||||||||
Net Loss Per Share | ' | ||||||||
Net loss per share | |||||||||
The Company accounts for and discloses net loss per common share in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings per Share.” Basic and diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding. When the effects are not anti-dilutive, diluted earnings per share is computed by dividing the Company’s net earnings by the weighted average number of common shares outstanding and the impact of all dilutive potential common shares. There were no potential dilutive common shares for all periods presented. | |||||||||
The following table sets forth the potential common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive: | |||||||||
September 30, | |||||||||
2013 | 2012 | ||||||||
Options to purchase common stock | 2,556,269 | 2,128,266 | |||||||
Common stock underlying Series A and Series A-1 Preferred Stock | 23,986,054 | 23,338,677 | |||||||
Warrants to purchase common stock | 4,615 | 4,615 | |||||||
Total | 26,546,938 | 25,471,558 | |||||||
Comprehensive Loss | ' | ||||||||
Comprehensive Loss | |||||||||
The Company’s net loss is equal to its comprehensive loss for all periods presented. | |||||||||
Stock Based Compensation | ' | ||||||||
The Company follows the provisions of the FASB ASC Topic 718, “Compensation — Stock Compensation” (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees and non-employee directors including employee stock options. Stock compensation expense based on the grant date fair value estimated in accordance with the provisions of ASC 718 is recognized as an expense over the requisite service period. | |||||||||
For stock options granted as consideration for services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of FASB ASC Topic 505-50, “Equity Based Payments to Non-Employees.” Non-employee option grants that do not vest immediately upon grant are recorded as an expense over the requisite service period of the underlying stock options. At the end of each financial reporting period prior to vesting, the value of these options, as calculated using the Black-Scholes option-pricing model, will be re-measured using the fair value of the Company’s common stock and the non-cash compensation recognized during the period will be adjusted accordingly. Since the fair market value of options granted to non-employees is subject to change in the future, the amount of the future compensation expense will include fair value re-measurements until the stock options are fully vested. | |||||||||
Fair Value Measurements and Disclosures | ' | ||||||||
Fair Value Measurements | |||||||||
The Company follows the provisions of FASB ASC Topic 820, “Fair Value Measurements and Disclosures”. | |||||||||
The Company’s financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and are re-measured and reported at fair value at least annually using a fair value hierarchy that is broken down into three levels. Level inputs are as defined as follows: | |||||||||
Level 1 — quoted prices in active markets for identical assets or liabilities. | |||||||||
Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. | |||||||||
Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. | |||||||||
Business Combinations | ' | ||||||||
The Company assessed the acquired OPKO RNAi assets under FASB ASC Topic 805, “Business Combinations” (“ASC 805”), and it was determined that the transaction be accounted for as a purchase of assets, as the acquired assets did not constitute a business under the guidance of ASC 805. The assets purchased from OPKO are at an early stage of development, and, as such, determining the future economic benefit of the OPKO RNAi assets at the date of acquisition is highly uncertain. The fair value of the assets was determined using the quoted market price of the Company’s common stock, on the date of the transfer of the assets, of March 12, 2013. Accordingly, the fair value of the OPKO RNAi assets acquired of $12,250,000 was expensed as in-process research and development during the quarter ended March 31, 2013. |
Description_of_Business_and_Ba2
Description of Business and Basis of Presentation (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Common Shares Excluded from Calculation of Net Loss Per Common Share | ' | ||||||||
The following table sets forth the potential common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive: | |||||||||
September 30, | |||||||||
2013 | 2012 | ||||||||
Options to purchase common stock | 2,556,269 | 2,128,266 | |||||||
Common stock underlying Series A and Series A-1 Preferred Stock | 23,986,054 | 23,338,677 | |||||||
Warrants to purchase common stock | 4,615 | 4,615 | |||||||
Total | 26,546,938 | 25,471,558 | |||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
The valuation for Level 2 was determined based on data points that are observable, such as quoted prices, interest rates and yield curves. Financial assets measured at fair value on a recurring basis are summarized as follows, in thousands: | |||||||||||||||||
Description | September 30, | Quoted | Significant | Unobservable | |||||||||||||
2013 | Prices in | Other | Inputs | ||||||||||||||
Active | Observable | (Level 3) | |||||||||||||||
Markets | Inputs | ||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Cash equivalents | $ | 4,500 | $ | — | $ | 4,500 | $ | — | |||||||||
Restricted cash | 53 | 53 | — | — | |||||||||||||
Short-term investments | 9,000 | — | 9,000 | — | |||||||||||||
Total assets | $ | 13,553 | $ | 53 | $ | 13,500 | $ | — | |||||||||
Description | December 31, | Quoted | Significant | Unobservable | |||||||||||||
2012 | Prices in | Other | Inputs | ||||||||||||||
Active | Observable | (Level 3) | |||||||||||||||
Markets | Inputs | ||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Restricted cash | $ | 53 | $ | 53 | $ | — | $ | — | |||||||||
Total assets | $ | 53 | $ | 53 | $ | — | $ | — | |||||||||
Preferred_Stock_Tables
Preferred Stock (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Series A Convertible Preferred Stock [Member] | ' | ||||||||||||||||
Summary of Series A Preferred Stock | ' | ||||||||||||||||
The following table summarizes the Series A Preferred Stock activity for the nine months ended September 30, 2013: | |||||||||||||||||
Issued and Outstanding at January 1, 2013 | 9,726 | ||||||||||||||||
Conversions of Series A Preferred Stock into common stock | (396 | ) | |||||||||||||||
Exchange of Series A Preferred Stock into Series A-1 Preferred Stock (as discussed below) | (2,000 | ) | |||||||||||||||
Dividends issued on Series A Preferred Stock | 491 | ||||||||||||||||
Issued and Outstanding at September 30, 2013 | 7,821 | ||||||||||||||||
Fair Value of Series A and Series A-1 Preferred Stock Dividends | ' | ||||||||||||||||
The following table summarizes the fair value of the Series A Preferred Stock dividends for the periods indicated, in thousands: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Fair value of Series A Preferred Stock dividends | $ | 1,285 | $ | 1,277 | $ | 7,231 | $ | 2,397 | |||||||||
Total fair value of Series A Preferred Stock dividends | $ | 1,285 | $ | 1,277 | $ | 7,231 | $ | 2,397 | |||||||||
Series A-1 Convertible Preferred Stock [Member] | ' | ||||||||||||||||
Fair Value of Series A and Series A-1 Preferred Stock Dividends | ' | ||||||||||||||||
The following table summarizes the fair value of the Series A-1 Preferred Stock dividends for the periods indicated, in thousands: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Fair value of Series A-1 Preferred Stock dividends | $ | 162 | $ | — | $ | 162 | $ | — | |||||||||
Total fair value of Series A-1 Preferred Stock dividends | $ | 162 | $ | — | $ | 162 | $ | — | |||||||||
Summary of Series A -1 Preferred Stock | ' | ||||||||||||||||
The following table summarizes the Series A-1 Preferred Stock activity for the nine months ended September 30, 2013: | |||||||||||||||||
Issued and Outstanding at January 1, 2013 | — | ||||||||||||||||
Exchange of Series A Preferred Stock into Series A-1 Preferred Stock | 2,000 | ||||||||||||||||
Dividends issued on Series A-1 Preferred Stock | 19 | ||||||||||||||||
Issued and Outstanding at September 30, 2013 | 2,019 | ||||||||||||||||
Stock_Based_Compensation_Table
Stock Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Schedule of Fair Value Option Award | ' | ||||||||||||||||
For option grants issued in the three and nine month periods ended September 30, 2013 and 2012, the following assumptions were used: | |||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Weighted average risk-free interest rate | 1.75 | % | 1.57 | % | 1.26 | % | 0.94 | % | |||||||||
Weighted average expected volatility | 107.3 | % | 115.2 | % | 76.27 | % | 88.7 | % | |||||||||
Weighted average expected lives (years) | 6.25 | 10 | 5.93 | 6.05 | |||||||||||||
Weighted average expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Summarizes Stock Option Activity | ' | ||||||||||||||||
The following table summarizes the activity of Company’s stock option plan for the period January 1, 2013 to September 30, 2013: | |||||||||||||||||
Total Number | Weighted | ||||||||||||||||
of Shares | Average | ||||||||||||||||
Exercise | |||||||||||||||||
Price | |||||||||||||||||
Outstanding at January 1, 2013 | 2,128,266 | $ | 3 | ||||||||||||||
Granted | 430,003 | 6.16 | |||||||||||||||
Exercised | (2,000 | ) | 2.55 | ||||||||||||||
Cancelled | — | — | |||||||||||||||
Outstanding at September 30, 2013 | 2,556,269 | $ | 3.47 | ||||||||||||||
Options exercisable at September 30, 2013 | 873,809 | $ | 3.13 | ||||||||||||||
Employee Stock Purchase Plan [Member] | ' | ||||||||||||||||
Schedule of Fair Value Option Award | ' | ||||||||||||||||
The following assumptions were used to value the shares under the ESPP for the three and nine month periods ended September 30, 2013: | |||||||||||||||||
Weighted average risk-free interest rate | 0.09 | % | |||||||||||||||
Weighted average expected volatility | 88.68 | % | |||||||||||||||
Weighted average expected lives (years) | 0.5 | ||||||||||||||||
Weighted average expected dividend yield | 0 | % |
Description_of_Business_and_Ba3
Description of Business and Basis of Presentation - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 06, 2013 | Jul. 18, 2013 | Mar. 12, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Description Of Business And Basis Of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | 3,765,230 | ' | ' | ' | ' | ' | ' |
Common stock, par value | $4.35 | ' | ' | ' | $0.00 | ' | $0.00 |
Proceeds from issuance of common stock, net of commissions and other costs of the offering | ' | ' | $15,700,000 | $16,400,000 | $15,651,000 | ' | ' |
Gross proceeds from the offering | ' | ' | $16,400,000 | ' | ' | ' | ' |
Reverse Stock Split Ratio Description | ' | 'Board of Directors of the Company approved a 1-for-30 reverse stock split of the Company's outstanding common stock | ' | ' | ' | ' | ' |
Reverse Stock Split Ratio | ' | 0.033 | ' | ' | 0.033 | ' | ' |
Number of dilutive common shares | ' | ' | ' | ' | 0 | 0 | ' |
Minimum [Member] | Certificates of Deposit [Member] | ' | ' | ' | ' | ' | ' | ' |
Description Of Business And Basis Of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Certificates of deposit, maturity period | ' | ' | ' | ' | '6 months | ' | ' |
Maximum [Member] | Certificates of Deposit [Member] | ' | ' | ' | ' | ' | ' | ' |
Description Of Business And Basis Of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Certificates of deposit, maturity period | ' | ' | ' | ' | '1 year | ' | ' |
Description_of_Business_and_Ba4
Description of Business and Basis of Presentation - Common Shares Excluded from Calculation of Net Loss Per Common Share (Detail) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total amount of anti-dilutive securities excluded from computation of earnings per share | 26,546,938 | 25,471,558 |
Options to Purchase Common Stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total amount of anti-dilutive securities excluded from computation of earnings per share | 2,556,269 | 2,128,266 |
Common Stock Underlying Series A and Series A-1 Preferred Stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total amount of anti-dilutive securities excluded from computation of earnings per share | 23,986,054 | 23,338,677 |
Warrants to Purchase Common Stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total amount of anti-dilutive securities excluded from computation of earnings per share | 4,615 | 4,615 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value Measurements (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Restricted cash | $53 | $53 |
Short-term investments | 9,000 | ' |
Fair Value, Measurements, Recurring [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | 4,500 | ' |
Restricted cash | 53 | 53 |
Short-term investments | 9,000 | ' |
Total assets | 13,553 | 53 |
Quoted Prices in Active Markets (Level 1) [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | ' | ' |
Restricted cash | 53 | 53 |
Short-term investments | ' | ' |
Total assets | 53 | 53 |
Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | 4,500 | ' |
Restricted cash | ' | ' |
Short-term investments | 9,000 | ' |
Total assets | 13,500 | ' |
Unobservable Inputs (Level 3) [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | ' | ' |
Restricted cash | ' | ' |
Short-term investments | ' | ' |
Total assets | ' | ' |
Preferred_Stock_Additional_Inf
Preferred Stock - Additional Information (Detail) (USD $) | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Aug. 13, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Apr. 27, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Series A-1 Convertible Preferred Stock [Member] | Series A-1 Convertible Preferred Stock [Member] | Series A-1 Convertible Preferred Stock [Member] | Series A-1 Convertible Preferred Stock [Member] | Series A-1 Convertible Preferred Stock [Member] | Series A-1 Convertible Preferred Stock [Member] | Series A-1 Convertible Preferred Stock [Member] | Series A-1 Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | |||
Affiliated Entity [Member] | Affiliated Entity [Member] | Affiliated Entity [Member] | Affiliated Entity [Member] | Affiliated Entity [Member] | Affiliated Entity [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ' | 5,000 | ' | ' | 5,000 | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value, per share | $0.00 | $0.00 | ' | $0.00 | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | 15,000 | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,821 | ' | ' | 9,726 | 7,821 | ' | 9,500 | ' | ' | ' | ' | ' | ' |
Preferred stock, face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | $1,000 | $1,000 | $1,000 | $1,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, dividends per share | ' | ' | ' | 7.00% | 7.00% | 7.00% | 7.00% | ' | ' | ' | 7.00% | 7.00% | 7.00% | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, convertible to common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,437.57 | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of affiliates owning shares | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Series A Preferred Stock into Common Shares | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | 396 | ' | ' | 101 | 14 | 396 | 208 | ' | ' |
Number of common stock issuable on conversion of preferred stock per preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 244,975 | ' | ' | ' | 244,975 | 34,125 | ' | ' | ' | ' | ' | ' | ' |
Number of common stock issuable on conversion of preferred stock per preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -396 | ' | ' | ' | ' | ' | ' | 964,057 | 507,014 |
Shares of Series A Preferred Stock exchanged for Series A-1 Preferred Stock | ' | ' | 2,000 | ' | ' | ' | ' | 2,000 | ' | ' | ' | ' | ' | ' | -2,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Exchange of Series A convertible preferred stock into Series A-1 convertible preferred stock | $2,000,000 | ' | ' | ' | ' | ' | ' | $2,000,000 | ' | ' | ' | ' | ' | ' | ($2,000,000) | ' | ' | ' | ' | ' | ' | ' | ' |
Exchange of Series A convertible preferred stock into Series A-1 convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | $2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, face amount | ' | ' | ' | $1,000 | $1,000 | $1,000 | $1,000 | $1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock convertible to common stock | ' | ' | ' | ' | ' | ' | ' | 2,437.57 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred_Stock_Summary_of_Ser
Preferred Stock - Summary of Series A and Series A-1 Preferred Stock Activity (Detail) | 9 Months Ended | 0 Months Ended | 9 Months Ended | |
Sep. 30, 2013 | Apr. 27, 2012 | Aug. 13, 2013 | Sep. 30, 2013 | |
Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A-1 Convertible Preferred Stock [Member] | Series A-1 Convertible Preferred Stock [Member] | |
Changes In Equity And Comprehensive Income Line Items [Line Items] | ' | ' | ' | ' |
Issued, Beginning Balance | 9,726 | 9,500 | ' | ' |
Issued, Beginning Balance | ' | ' | ' | ' |
Outstanding, Beginning Balance | 9,726 | ' | ' | ' |
Outstanding, Beginning Balance | ' | ' | ' | ' |
Conversions of Series A Preferred Stock into common stock | -396 | ' | ' | ' |
Exchange of Series A Preferred Stock into Series A-1 Preferred Stock | -2,000 | ' | 2,000 | 2,000 |
Dividends issued on Series A Preferred Stock | 491 | ' | ' | 19 |
Issued, Ending Balance | 7,821 | 9,500 | ' | ' |
Issued, Ending Balance | ' | ' | ' | 2,019 |
Outstanding, Ending Balance | 7,821 | ' | ' | ' |
Outstanding, Ending Balance | ' | ' | ' | 2,019 |
Preferred_Stock_Fair_Value_of_
Preferred Stock - Fair Value of Series A and Series A-1 Preferred Stock Dividends (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Series A Convertible Preferred Stock [Member] | ' | ' | ' | ' |
Temporary Equity [Line Items] | ' | ' | ' | ' |
Fair value of Series A Preferred Stock dividends | $1,285 | $1,277 | $7,231 | $2,397 |
Total fair value of Series A Preferred Stock dividends | 1,285 | 1,277 | 7,231 | 2,397 |
Series A-1 Convertible Preferred Stock [Member] | ' | ' | ' | ' |
Temporary Equity [Line Items] | ' | ' | ' | ' |
Fair value of Series A-1 Preferred Stock dividends | 162 | ' | 162 | ' |
Total fair value of Series A-1 Preferred Stock dividends | $162 | ' | $162 | ' |
Stock_Based_Compensation_Sched
Stock Based Compensation - Schedule of Fair Value Option Award (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Weighted average risk-free interest rate | 1.75% | 1.57% | 1.26% | 0.94% |
Weighted average expected volatility | 107.30% | 115.20% | 76.27% | 88.70% |
Weighted average expected lives (years) | '6 years 3 months | '10 years | '5 years 11 months 5 days | '6 years 18 days |
Weighted average expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Employee Stock Purchase Plan [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Weighted average risk-free interest rate | 0.09% | ' | 0.09% | ' |
Weighted average expected volatility | 88.68% | ' | 88.68% | ' |
Weighted average expected lives (years) | '6 months | ' | '6 months | ' |
Weighted average expected dividend yield | 0.00% | ' | 0.00% | ' |
Stock_Based_Compensation_Addit
Stock Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 07, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 07, 2013 | |
Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Employee Stock Purchase Plan [Member] | Employee Stock Purchase Plan [Member] | Employee Stock Purchase Plan [Member] | Employee Stock Purchase Plan [Member] | ||||||
Maximum [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average fair value of options granted | $4.24 | $4.20 | $4.05 | $2.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeiture rate for options granted to employees | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeiture rate for options granted to directors | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of common share offer price as to market price | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90.00% | ' | ' | ' |
Maximum number of shares available for issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | 113,333 |
Increase in percentage of shares of outstanding stock available under ESPP | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' | ' | $3,200 | $13,800 | $10,000 | $260,000 | ' | $5,100 | $5,100 | ' |
Shares authorized under ESPP | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | 50,000 | ' |
Purchase of common stock | 2,556,269 | ' | 2,556,269 | ' | 2,128,266 | 477,191 | ' | 477,191 | ' | ' | ' | ' | ' |
Exercise price of options, Minimum | $0.65 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of options, Maximum | $7.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options outstanding | ' | ' | ' | ' | ' | 468,941 | ' | 468,941 | ' | ' | ' | ' | ' |
Stock_Based_Compensation_Summa
Stock Based Compensation - Summarizes Stock Option Activity (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Total Number of Shares Outstanding, Beginning Balance | 2,128,266 |
Total Number of Shares, Granted | 430,003 |
Total Number of Shares, Exercised | -2,000 |
Total Number of Shares, Cancelled | ' |
Total Number of Shares Outstanding, Ending Balance | 2,556,269 |
Total Number of Shares, Exercisable | 873,809 |
Weighted Average Exercise Price, Beginning Balance | $3 |
Weighted Average Exercise Price, Granted | $6.16 |
Weighted Average Exercise Price, Exercised | $2.55 |
Weighted Average Exercise Price, Cancelled | ' |
Weighted Average Exercise Price, Ending Balance | $3.47 |
Weighted Average Exercise Price, Exercisable | $3.13 |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | ||
Mar. 06, 2013 | Mar. 12, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Mar. 12, 2013 | Mar. 12, 2013 | |
OPKO Health, Inc.[Member] | Maximum [Member] | ||||||
OPKO Health, Inc.[Member] | |||||||
Business Combination, Separately Recognized Transactions [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Common stock, issued | ' | ' | ' | ' | ' | 1,666,666 | ' |
Development and commercialization charges | ' | ' | ' | ' | ' | ' | $50,000,000 |
Fair value of assets acquired | ' | ' | 12,250,000 | 12,250,000 | ' | ' | ' |
Common stock, shares issued | 3,765,230 | ' | ' | ' | ' | ' | ' |
Common stock, par value | $4.35 | ' | ' | $0.00 | $0.00 | ' | ' |
Gross proceeds from issuance of common stock | ' | 15,700,000 | 16,400,000 | 15,651,000 | ' | ' | ' |
Proceeds from issuance of common stock, net of commissions and other costs of offering | ' | ' | $15,700,000 | ' | ' | ' | ' |