Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 21, 2014 | Jun. 30, 2013 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Registrant Name | 'RXi Pharmaceuticals Corp | ' | ' |
Entity Central Index Key | '0001533040 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 13,373,239 | ' |
Entity Public Float | ' | ' | $46,177,173 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $11,390 | $5,127 |
Restricted cash | 50 | 53 |
Short-term investments | 3,000 | ' |
Prepaid expenses and other current assets | 303 | 212 |
Total current assets | 14,743 | 5,392 |
Equipment and furnishings, net of accumulated depreciation of $632 and $585, in 2013 and 2012, respectively | 177 | 198 |
Other assets | 18 | 2 |
Total assets | 14,938 | 5,592 |
Current liabilities: | ' | ' |
Accounts payable | 163 | 416 |
Accrued expenses and other current liabilities | 1,795 | 767 |
Deferred revenue | 118 | 491 |
Current maturities of capital lease obligations | ' | 5 |
Total current liabilities | 2,076 | 1,679 |
Deferred revenue, net of current portion | ' | 27 |
Total liabilities | 2,076 | 1,706 |
Commitments and contingencies (Note 7) | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Common stock, $0.0001 par value, 1,500,000,000 shares authorized; 11,788,045 and 5,289,007 shares issued and outstanding at December 31, 2013 and 2012, respectively | 1 | ' |
Additional paid-in capital | 40,969 | 11,317 |
Deficit accumulated during the developmental stage | -38,082 | -17,157 |
Total stockholders' equity (deficit) | 4,942 | -5,840 |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | 14,938 | 5,592 |
Series A Convertible Preferred Stock [Member] | ' | ' |
Current liabilities: | ' | ' |
Series A convertible preferred stock, $0.0001 par value, 15,000 shares authorized; 7,920 and 9,726 shares issued and outstanding at December 31, 2013 and 2012, respectively (at liquidation value) | 7,920 | 9,726 |
Series A-1 Convertible Preferred Stock [Member] | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Preferred stock, $0.0001 par value; 10,000,000 authorized (Note 8) Series A-1 convertible preferred stock, $0.0001 par value, 5,000 shares authorized; 2,054 shares issued and outstanding at December 31, 2013 (at liquidation value) | $2,054 | ' |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Accumulated depreciation | $632 | $585 |
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 | 11,788,045 | 5,289,007 |
Common stock, shares outstanding | 11,788,045 | 5,289,007 |
Series A Convertible Preferred Stock [Member] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 15,000 | 15,000 |
Preferred stock, shares issued | 7,920 | 9,726 |
Preferred stock, shares outstanding | 7,920 | 9,726 |
Series A-1 Convertible Preferred Stock [Member] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 2,054 | 0 |
Preferred stock, shares outstanding | 2,054 | 0 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | 132 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Predecessor [Member] | |||
Revenues: | ' | ' | ' |
Grant revenues | $399 | $97 | $496 |
Total revenues | 399 | 97 | 496 |
Operating Expenses: | ' | ' | ' |
Research and development expenses | 17,651 | 10,451 | 73,833 |
General and administrative expenses | 3,697 | 2,621 | 43,534 |
Total operating expenses | 21,348 | 13,072 | 117,367 |
Operating loss | -20,949 | -12,975 | -116,871 |
Interest income (expense), net | 24 | -30 | 622 |
Other income, net | ' | 125 | 6,441 |
Loss before provision for income taxes | -20,925 | -12,880 | -109,808 |
Provision for income taxes | ' | ' | ' |
Net loss | -20,925 | -12,880 | -109,808 |
Accretion of Series A and Series A-1 convertible preferred stock and dividends | -8,610 | -12,815 | -21,425 |
Net loss applicable to common stockholders | ($29,535) | ($25,695) | ($131,233) |
Net loss per common share applicable to common stockholders (Note 2): | ' | ' | ' |
Basic and diluted | ($2.88) | ($5.62) | ' |
Weighted average common shares: | ' | ' | ' |
Basic and diluted | 10,263,954 | 4,573,787 | ' |
Statements_of_Operations_Paren
Statements of Operations (Parenthetical) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Non-cash stock-based compensation expenses | $1,979,000 | $968,000 |
Research and Development Expense [Member] | ' | ' |
Non-cash stock-based compensation expenses | 912,000 | 532,000 |
General and Administrative Expense [Member] | ' | ' |
Non-cash stock-based compensation expenses | $1,067,000 | $436,000 |
Statements_of_Stockholders_Equ
Statements of Stockholders' Equity and Divisional Equity (USD $) | Total | Series A Convertible Preferred Stock [Member] | Series A-1 Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Deficit Accumulated Since Incorporation [Member] | Predecessor Divisional Equity [Member] | Parent Company Net Deficit [Member] |
Balance at Dec. 31, 2002 | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -89,000 | ' | ' | ' | ' | ' | ' | -89,000 |
Balance at Dec. 31, 2003 | -89,000 | ' | ' | ' | ' | ' | ' | -89,000 |
Net loss | -3,272,000 | ' | ' | ' | ' | ' | ' | -3,272,000 |
Net transactions with Parent Company | 2,393,000 | ' | ' | ' | ' | ' | ' | 2,393,000 |
Balance at Dec. 31, 2004 | -968,000 | ' | ' | ' | ' | ' | ' | -968,000 |
Net loss | -2,209,000 | ' | ' | ' | ' | ' | ' | -2,209,000 |
Net transactions with Parent Company | 2,727,000 | ' | ' | ' | ' | ' | ' | 2,727,000 |
Balance at Dec. 31, 2005 | -450,000 | ' | ' | ' | ' | ' | ' | -450,000 |
Net loss | -2,405,000 | ' | ' | ' | ' | ' | ' | -2,405,000 |
Net transactions with Parent Company | 2,587,000 | ' | ' | ' | ' | ' | ' | 2,587,000 |
Balance at Dec. 31, 2006 | 2,000 | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2006 | -268,000 | ' | ' | ' | ' | ' | ' | -268,000 |
Balance at Apr. 03, 2006 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash contribution from Parent Company | 2,000 | ' | ' | ' | ' | ' | 2,000 | ' |
Balance at Dec. 31, 2006 | 2,000 | ' | ' | ' | ' | ' | 2,000 | ' |
Balance at Dec. 31, 2006 | -268,000 | ' | ' | ' | ' | ' | ' | ' |
Non-cash equity adjustments from Parent Company | 4,318,000 | ' | ' | ' | ' | ' | 4,318,000 | ' |
Stock based compensation expense | 1,814,000 | ' | ' | ' | ' | ' | 1,814,000 | ' |
Cash contribution from Parent Company | 15,679,000 | ' | ' | ' | ' | ' | 15,679,000 | ' |
Net loss | -10,990,000 | ' | ' | ' | ' | ' | -10,990,000 | ' |
Balance at Dec. 31, 2007 | 10,823,000 | ' | ' | ' | ' | ' | 10,823,000 | ' |
Non-cash equity adjustments from Parent Company | 750,000 | ' | ' | ' | ' | ' | 750,000 | ' |
Stock based compensation expense | 3,824,000 | ' | ' | ' | ' | ' | 3,824,000 | ' |
Cash contribution from Parent Company | 7,944,000 | ' | ' | ' | ' | ' | 7,944,000 | ' |
Net loss | -14,373,000 | ' | ' | ' | ' | ' | -14,373,000 | ' |
Balance at Dec. 31, 2008 | 8,968,000 | ' | ' | ' | ' | ' | 8,968,000 | ' |
Non-cash equity adjustments from Parent Company | -1,756,000 | ' | ' | ' | ' | ' | -1,756,000 | ' |
Stock based compensation expense | 4,202,000 | ' | ' | ' | ' | ' | 4,202,000 | ' |
Cash contribution from Parent Company | 7,714,000 | ' | ' | ' | ' | ' | 7,714,000 | ' |
Net loss | -18,387,000 | ' | ' | ' | ' | ' | -18,387,000 | ' |
Balance at Dec. 31, 2009 | 741,000 | ' | ' | ' | ' | ' | 741,000 | ' |
Non-cash equity adjustments from Parent Company | -2,326,000 | ' | ' | ' | ' | ' | -2,326,000 | ' |
Stock based compensation expense | 4,368,000 | ' | ' | ' | ' | ' | 4,368,000 | ' |
Cash contribution from Parent Company | 11,640,000 | ' | ' | ' | ' | ' | 11,640,000 | ' |
Net loss | -11,993,000 | ' | ' | ' | ' | ' | -11,993,000 | ' |
Balance at Dec. 31, 2010 | 2,430,000 | ' | ' | ' | ' | ' | 2,430,000 | ' |
Non-cash equity adjustments from Parent Company | -8,083,000 | ' | ' | ' | ' | ' | -8,083,000 | ' |
Cash contributions to Parent Company, net | 369,000 | ' | ' | ' | ' | ' | 369,000 | ' |
Stock-based compensation expense | 1,987,000 | ' | ' | ' | ' | ' | 1,987,000 | ' |
Reclassification of derivative liability upon elimination of obligation | 9,249,000 | ' | ' | ' | ' | ' | 9,249,000 | ' |
Net loss-Predecessor (RNAi) | -7,682,000 | ' | ' | ' | ' | ' | -7,682,000 | ' |
Recapitalization of divisional deficit | ' | ' | ' | ' | 10,000 | -1,740,000 | 1,730,000 | ' |
Recapitalization of divisional deficit, Shares | ' | ' | ' | 3,347,996 | ' | ' | ' | ' |
Stock based compensation expense | 122,000 | ' | ' | ' | 122,000 | ' | ' | ' |
Cash contribution from Parent Company | 1,500,000 | ' | ' | ' | 1,500,000 | ' | ' | ' |
Expenses paid by Parent Company for RXi | 2,058,000 | ' | ' | ' | 2,058,000 | ' | ' | ' |
Net loss | -2,537,000 | ' | ' | ' | ' | -2,537,000 | ' | ' |
Balance at Dec. 31, 2011 | -587,000 | ' | ' | ' | 3,690,000 | -4,277,000 | ' | ' |
Balance, shares at Dec. 31, 2011 | ' | ' | ' | 3,347,996 | ' | ' | ' | ' |
Issuance of Series A convertible preferred stock | ' | 9,500,000 | ' | ' | ' | ' | ' | ' |
Issuance of Series A convertible preferred stock, shares | ' | 9,500 | ' | ' | ' | ' | ' | ' |
Beneficial conversion feature related to Series A convertible preferred stock | 9,500,000 | -9,500,000 | ' | ' | 9,500,000 | ' | ' | ' |
Accretion of beneficial conversion feature related to Series A convertible preferred stock | -9,500,000 | 9,500,000 | ' | ' | -9,500,000 | ' | ' | ' |
Reclassification of derivative liability upon elimination of obligation | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock in exchange for patent and technology rights | 6,173,000 | ' | ' | ' | 6,173,000 | ' | ' | ' |
Issuance of common stock in exchange for patent and technology rights, Shares | ' | ' | ' | 1,394,997 | ' | ' | ' | ' |
Stock based compensation expense | 968,000 | ' | ' | ' | 968,000 | ' | ' | ' |
Issuance of common stock warrants in exchange for services | 13,000 | ' | ' | ' | 13,000 | ' | ' | ' |
Common stock issued upon exercise of stock options, shares | ' | ' | ' | ' | ' | ' | ' | ' |
Expenses paid by Parent Company for RXi | 699,000 | ' | ' | ' | 699,000 | ' | ' | ' |
Exchange of Series A convertible preferred stock into Series A-1 convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Series A convertible preferred stock to common stock | 224,000 | -224,000 | ' | ' | 224,000 | ' | ' | ' |
Conversion of Series A convertible preferred stock to common stock, shares | ' | -224 | ' | 546,014 | ' | ' | ' | ' |
Fair value of Series A and Series A-1 convertible preferred stock dividends | -3,315,000 | ' | ' | ' | -3,315,000 | ' | ' | ' |
Dividends issued on Series A and Series A-1 convertible preferred stock | 2,865,000 | 450,000 | ' | ' | 2,865,000 | ' | ' | ' |
Dividends issued on Series A and Series A-1 convertible preferred stock, shares | ' | 450 | ' | ' | ' | ' | ' | ' |
Net loss | -12,880,000 | ' | ' | ' | ' | -12,880,000 | ' | ' |
Balance at Dec. 31, 2012 | -5,840,000 | 9,726,000 | ' | ' | 11,317,000 | -17,157,000 | ' | ' |
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 of $727, shares | ' | ' | ' | 3,765,230 | ' | ' | ' | ' |
Accretion of beneficial conversion feature related to Series A convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification of derivative liability upon elimination of obligation | ' | ' | ' | ' | ' | ' | ' | ' |
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 | 1,979,000 | ' | ' | ' | 1,979,000 | ' | ' | ' |
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 | ' | ' | ' | ' |
Issuance of common stock under employee stock purchase plan | 28,000 | ' | ' | ' | 28,000 | ' | ' | ' |
Issuance of common stock under employee stock purchase plan, shares | ' | ' | ' | 11,265 | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' |
Conversion of Series A convertible preferred stock to common stock | 434,000 | -434,000 | ' | ' | 434,000 | ' | ' | ' |
Conversion of Series A convertible preferred stock to common stock, shares | ' | -434 | ' | 1,056,684 | ' | ' | ' | ' |
Fair value of Series A and Series A-1 convertible preferred stock dividends | -8,610,000 | ' | ' | ' | -8,610,000 | ' | ' | ' |
Dividends issued on Series A and Series A-1 convertible preferred stock | 7,982,000 | 628,000 | 54,000 | ' | 7,928,000 | ' | ' | ' |
Dividends issued on Series A and Series A-1 convertible preferred stock, shares | ' | 628 | 54 | ' | ' | ' | ' | ' |
Net loss | -20,925,000 | ' | ' | ' | ' | -20,925,000 | ' | ' |
Balance at Dec. 31, 2013 | $4,942,000 | $7,920,000 | $2,054,000 | $1,000 | $40,969,000 | ($38,082,000) | ' | ' |
Balance, shares at Dec. 31, 2013 | ' | 7,920 | 2,054 | 11,788,045 | ' | ' | ' | ' |
Statements_of_Stockholders_Equ1
Statements of Stockholders' Equity and Divisional Equity (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Reverse Stock Split Conversion Ratio | 0.033 |
Common Stock [Member] | ' |
Offering costs | 727 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | 132 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Predecessor [Member] | |||
Cash flows from operating activities : | ' | ' | ' |
Net loss | ($20,925) | ($12,880) | ($109,808) |
Adjustment to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation and amortization expense | 99 | 147 | 910 |
(Gain) Loss on disposal of equipment | ' | -8 | 44 |
Non-cash rent expense | ' | ' | 29 |
Accretion and receipt of bond discount | ' | ' | 35 |
Non-cash stock-based compensation expense | 1,979 | 968 | 20,913 |
Fair value of common stock warrants issued in exchange for services | ' | 13 | 13 |
Fair value of common stock issued in exchange for patent and technology rights | 12,250 | 6,173 | 18,423 |
Loss on exchange of Parent Company derivatives | ' | ' | 900 |
Fair value of Parent Company's shares mandatorily redeemable for cash upon exercise of warrants | ' | ' | -785 |
Fair value of Parent Company 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 Parent Company's common stock issued in exchange for licensing rights | ' | ' | 3,954 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses and other assets | -89 | -26 | -285 |
Accounts payable | -253 | 29 | 163 |
Due to former Parent Company | ' | 597 | 390 |
Accrued expenses and other current liabilities | 1,028 | 223 | 2,431 |
Deferred revenue | -400 | -298 | 118 |
Net cash used in operating activities | -6,311 | -5,062 | -65,470 |
Cash flows from investing activities: | ' | ' | ' |
Change in restricted cash | 3 | ' | -50 |
Purchase of short-term investments | -9,000 | ' | -46,532 |
Maturities of short-term investments | 6,000 | ' | 43,497 |
Cash paid for purchase of equipment and furnishings | -78 | -15 | -838 |
Proceeds from disposal of equipment and furnishings | ' | 33 | 32 |
Cash paid for lease deposit | -18 | -2 | -65 |
Net cash provided by (used) in investing activities | -3,093 | 16 | -3,956 |
Cash flows from financing activities: | ' | ' | ' |
Cash contributions from Parent Company, net | ' | 699 | 55,923 |
Proceeds from the 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 |
Proceeds from issuance of common stock in connection with employee stock purchase plan | 28 | ' | 28 |
Cash paid in lieu of fractional shares for 1:30 reverse stock split | -12 | ' | -12 |
Repayments of capital lease obligations | -5 | -29 | -279 |
Net cash provided by financing activities | 15,667 | 9,670 | 80,816 |
Net increase in cash and cash equivalents | 6,263 | 4,624 | 11,390 |
Cash and cash equivalents, beginning of period | 5,127 | 503 | ' |
Cash and cash equivalents, end of period | 11,390 | 5,127 | 11,390 |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Cash received during the period for interest | 24 | ' | 748 |
Cash paid during the period for interest | ' | 30 | 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 |
Fair value of Parent Company stock options modified | ' | ' | 960 |
Reclassification of derivative liability upon elimination of obligation | ' | ' | 9,249 |
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 |
Conversion of notes payable into Series A convertible preferred stock | ' | 1,000 | 1,000 |
Fair value of Series A and Series A-1 convertible preferred stock dividends | 8,610 | 3,315 | 11,925 |
Conversion of Series A and Series A-1 convertible preferred stock into common stock | 434 | 224 | 658 |
Exchange of Series A convertible preferred stock into Series A-1 convertible preferred stock | $2,000 | ' | $2,000 |
Statements_of_Cash_Flows_Paren
Statements of Cash Flows (Parenthetical) | 0 Months Ended | 12 Months Ended |
Jul. 18, 2013 | Dec. 31, 2013 | |
Statement Of Cash Flows [Abstract] | ' | ' |
Reverse Stock Split Conversion Ratio | 0.033 | 0.033 |
Nature_of_Business
Nature of Business | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Nature of Business | ' |
1. Nature of Business | |
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 its RNAi-based assets, liabilities and results of operations. On April 13, 2011, our former Parent Company 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” or the “Company”), a newly formed subsidiary, substantially all of its RNAi-related technologies and assets. The newly formed RXi was incorporated on September 8, 2011 in preparation for the planned spinoff, 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. | |
To date, the Company’s principal activities, including that of its predecessor, have consisted of conducting discovery research and preclinical development activities utilizing its RNAi therapeutic platform, initiating clinical development 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, the Company entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company agreed to issue 3,765,230 shares of common stock at a price of $4.35 per share (the “Offering”). 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, were approximately $15.7 million. | |
On July 23, 2013, the Company effected a 1-for-30 reverse stock split of our outstanding common stock in connection with a listing of our common stock on the NASDAQ Capital Market. 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 convertible preferred stock (“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. | |
The Company expects to incur significant operating losses as it advances its product candidates through the drug development and regulatory process. The Company has generated significant losses to date, has 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, or terminate the Company’s operations or to seek to merge with or to be acquired by another company. The Company believes that its existing cash, cash equivalents and short-term investments will be sufficient to fund the Company’s operations, including the planned Phase 2 programs for RXI-109, into the second quarter of fiscal 2015. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Summary of Significant Accounting Policies | ' | ||||||||
2. Summary of Significant Accounting Policies | |||||||||
Basis of Presentation — Historical financial information from the period January 1, 2003 through September 23, 2011 included in the Statements of Operations, Convertible Preferred Stock and Stockholders’ Equity, Divisional Equity, and Parent Company’s Net Deficit and Cash Flows for the cumulative period from inception (January 1, 2003) through December 31, 2013, has been “carved out” of the financial statements of our former Parent Company for such periods. Such financial information is limited to RNAi-related activities, assets and liabilities only, and excludes activities, assets and liabilities that are attributable to our former Parent Company’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 materially from those 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 deposits. | |||||||||
Restricted Cash — Restricted cash consists of certificates of deposit on hand with the Company’s financial institutions as collateral for its corporate credit cards. | |||||||||
Short-term Investments — The Company’s short-term investments consist of certificates of deposit with original maturities ranging from 6 months to 1 year. | |||||||||
Concentrations of Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and short-term investments. The Company maintains cash balances in several accounts with one bank, which at times are in excess of federally insured limits. The Company has established guidelines related to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. The Company’s investments are maintained in accordance with the Company’s investment policy, which defines allowable investments, specifies credit quality standards and limits the exposure of any single issuer. | |||||||||
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 or market rates of interest. | |||||||||
Equipment and Furnishings — Equipment and furnishings are stated at cost and depreciated using the straight-line method based on the estimated useful lives (generally three to five years for equipment and furniture) of the related assets. | |||||||||
Depreciation and amortization expense for the years ended December 31, 2013 and 2012 was approximately $99,000 and $147,000, respectively. | |||||||||
Impairment of Long-Lived Assets — The Company reviews long-lived assets, including finite-lived intangible assets, for impairment on an annual basis, as of December 31, or on an interim basis if an event occurs that might reduce the fair value of such assets below their carrying values. An impairment loss would be recognized based on the difference between the carrying value of the asset and its estimated fair value, which would be determined based on either discounted future cash flows or other appropriate fair value methods. The Company believes no impairment existed as of December 31, 2013 and 2012. | |||||||||
Stock-based Compensation — The Company follows the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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, officers and non-employee directors, including 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” (“ASC 505-50”). 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. | |||||||||
Revenue Recognition — Principal sources of revenue consist of government research grants. Revenue from government grants is 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. | |||||||||
Research and Development Expenses — Research and development costs are charged to expense as incurred and relate to salaries, employee benefits, facility-related expenses, supplies, stock-based compensation related to employees and non-employees involved in the Company’s research and development, external services, other operating costs and overhead related to our research and development departments, costs to acquire technology licenses and expenses associated with preclinical activities and our clinical trials. Payments made by the Company in advance for research and development services not yet provided and/or for materials not yet received are recorded as prepaid expenses. Accrued liabilities are recorded related to those expenses for which vendors have not yet billed us with respect to services provided and/or materials that we have received. | |||||||||
Preclinical and clinical trial expenses relate to third-party services, patient-related fees at the sites where our clinical trials are being conducted, laboratory costs, analysis costs, toxicology studies and investigator fees. Costs associated with these expenses are generally payable on the passage of time or when certain milestones are achieved. Expense is recorded during the period incurred or in the period in which a milestone is achieved. In order to ensure that we have adequately provided for preclinical and clinical expenses during the proper period, we maintain an accrual to cover these expenses. These accruals are assessed on a quarterly basis and are based on such assumptions as expected total cost, the number of patients and clinical trial sites and length of the study. Actual results may differ from these estimates and could have a material impact on our reported results. Our historical accrual estimates have not been materially different from our actual costs. | |||||||||
Patents and Patent Application Costs — Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are, therefore, expensed as incurred. | |||||||||
Income Taxes — The Company recognizes assets or liabilities for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements in accordance with FASB ASC 740, “Accounting for Income Taxes” (“ASC 740”). These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. ASC 740 requires that a valuation allowance be established when management determines that it is more likely than not that all or a portion of a deferred asset will not be realized. The Company evaluates the realizability of its net deferred income tax assets and valuation allowances as necessary, at least on an annual basis. During this evaluation, the Company reviews its forecasts of income in conjunction with other positive and negative evidence surrounding the realizability of its deferred income tax assets to determine if a valuation allowance is required. Adjustments to the valuation allowance will increase or decrease the Company’s income tax provision or benefit. The recognition and measurement of benefits related to the Company’s tax positions requires significant judgment, as uncertainties often exist with respect to new laws, new interpretations of existing laws, and rulings by taxing authorities. Differences between actual results and the Company’s assumptions or changes in the Company’s assumptions in future periods are recorded in the period they become known. | |||||||||
Comprehensive Loss — The Company’s comprehensive loss is equal to its net loss for all periods presented. | |||||||||
Parent Company’s Net Deficit — The Parent Company’s Net Deficit of the Predecessor consists of CytRx Corporation’s (“CytRx”) initial investment in Galena and subsequent changes in Galena’s net investment resulting from Galena being an integrated part of CytRx. All disbursements for the Predecessor were made by CytRx. | |||||||||
Non-cash equity adjustments from Parent Company — Non-cash equity adjustments from Parent Company consist of credits for issuance of common stock for operational purposes, common stock and warrants issued to individuals engaged in RNAi activities, net of charges for the fair value of our former Parent Company’s warrants that were allocated to the RNAi business and accounted for as a cost of equity at the time of issuance. | |||||||||
Net loss per share — The Company accounts for and discloses net loss per common share in accordance with FASB 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 weighted average number of common shares outstanding and the impact of all dilutive 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: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Options to purchase common stock | 2,556,269 | 2,128,266 | |||||||
Common stock underlying Series A and Series A-1 convertible preferred stock | 24,313,108 | 23,707,454 | |||||||
Warrants to purchase common stock | 4,615 | 4,615 | |||||||
Total | 26,873,992 | 25,840,335 | |||||||
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Changes And Error Corrections [Abstract] | ' |
Recent Accounting Pronouncements | ' |
3. Recent Accounting Pronouncements | |
In February 2013, the FASB issued amendments to the accounting guidance for presentation of comprehensive income to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments do not change the current requirements for reporting net income or other comprehensive income, but do require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where the net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about these amounts. This new standard is required to be applied retrospectively and is effective for fiscal years and interim periods within those years beginning after December 15, 2012. The adoption of this standard did not impact the Company’s financial statements as the Company’s comprehensive loss is equal to its net loss for all periods presented. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
4. 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 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, cash equivalents and short-term investments as Level 2 hierarchy. The assets classified as Level 2 have initially been valued at transaction price and subsequently valued, at the end of each reporting period, using other market observable data. Observable market data points include quoted prices, interest rates, reportable trades and other industry and economic events. Financial assets measured at fair value on a recurring basis are summarized as follows, in thousands: | |||||||||||||||||
Description | December 31, | Quoted Prices in | Significant Other | Unobservable Inputs | |||||||||||||
2013 | Active Markets | Observable Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Cash equivalents | $ | 9,500 | $ | — | $ | 9,500 | $ | — | |||||||||
Restricted cash | 50 | — | 50 | — | |||||||||||||
Short-term investments | 3,000 | — | 3,000 | — | |||||||||||||
Total assets measured and recorded at fair value | $ | 12,550 | $ | — | $ | 12,550 | $ | — | |||||||||
Description | December 31, | Quoted Prices in | Significant Other | Unobservable Inputs | |||||||||||||
2012 | Active Markets | Observable Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Restricted cash | $ | 53 | $ | — | $ | 53 | $ | — | |||||||||
Total assets measured and recorded at fair value | $ | 53 | $ | — | $ | 53 | $ | — | |||||||||
Capital_Lease_Obligations
Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2013 | |
Leases [Abstract] | ' |
Capital Lease Obligations | ' |
5. Capital Lease Obligations | |
The Company acquires equipment under capital leases, which is included in equipment and furnishings in the balance sheet. The cost and accumulated amortization of capitalized leased equipment was approximately $26,000 and $26,000 at December 31, 2013, respectively, and $26,000 and $17,000 at December 31, 2012, respectively. Amortization expense for capitalized leased equipment was approximately $9,000 and $19,000 for the years ended December 31, 2013 and 2012, respectively. During the years ended December 31, 2013 and 2012, the interest expense on these capital leases was negligible. At December 31, 2013, the Company had no outstanding capital leases. |
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Accrued Expenses and Other Current Liabilities | ' | ||||||||
6. Accrued Expenses and Other Current Liabilities | |||||||||
Accrued expenses and other current liabilities consist of the following, in thousands: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Employee compensation and benefits | $ | 627 | $ | 403 | |||||
Clinical development expenses | 665 | 153 | |||||||
Professional fees | 190 | 107 | |||||||
Research and development costs | 130 | 104 | |||||||
Other | 183 | — | |||||||
Total accrued expenses and other current liabilities | $ | 1,795 | $ | 767 | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
7. Commitments and Contingencies | |||||
License Commitments | |||||
The Company acquires assets under development and enters into research and development arrangements with third parties that often require milestone and royalty payments based on the progress of the asset through development stages. Milestone payments may be required, for example, upon approval of the product for marketing by a regulatory agency. In certain agreements, the Company is required to make royalty payments based upon a percentage of the sales of the products licensed pursuant to such agreements. Because of the contingent nature of these payments, they are not included in the table of contractual obligations shown below (see also Note 13). | |||||
These arrangements may be material individually, and in the unlikely event that milestones for multiple products covered by these arrangements were reached in the same period, the aggregate charge to expense could be material to the results of operations. In addition, these arrangements often give the Company the discretion to unilaterally terminate development of the product, which would allow the Company to avoid making the contingent payments; however, the Company is unlikely to cease development if the compound successfully achieves clinical testing objectives. | |||||
License agreements generally relate to the Company’s obligations associated with RNAi. The Company continually assesses the progress of its licensed technology and the progress of its research and development efforts as it relates to its licensed technology and may terminate with notice to the licensor at any time. In the event these licenses are terminated, no amounts will be due. | |||||
The Company’s contractual license obligations that will require future cash payments as of December 31, 2013 are as follows, in thousands: | |||||
Year Ending December 31, | |||||
2014 | $ | 503 | |||
2015 | 153 | ||||
2016 | 153 | ||||
2017 | 153 | ||||
2018 | 150 | ||||
2019 and thereafter | 575 | ||||
Total | $ | 1,687 | |||
Operating Leases | |||||
The Company leases certain office and laboratory space under various operating leases. | |||||
Total rent expense under the Company’s operating leases was $62,900 and $138,000 for the years ended December 31, 2013 and 2012, respectively. | |||||
At December 31, 2013, the Company’s future minimum payments required under operating leases are as follows, in thousands: | |||||
Year Ending December 31, | |||||
2014 | $ | 110 | |||
2015 | 118 | ||||
2016 | 119 | ||||
2017 | 117 | ||||
2018 | 120 | ||||
2019 and thereafter | 30 | ||||
Total | $ | 614 | |||
The Company applies the disclosure provisions of FASB ASC Topic 460, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“ASC 460”), to its agreements that contain guarantee or indemnification clauses. The Company provides: (i) indemnifications of varying scope and size to certain investors and other parties for certain losses suffered or incurred by the indemnified party in connection with various types of third-party claims; and (ii) indemnifications of varying scope and size to officers and directors against third party claims arising from the services they provide to us. These indemnifications give rise only to the disclosure provisions of ASC 460. To date, the Company has not incurred costs as a result of these obligations and does not expect to incur material costs in the future. Accordingly, the Company has not accrued any liabilities in its financial statements related to these indemnifications. |
Preferred_Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
Preferred Stock | ' |
8. 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 December 31, 2013, 15,000 shares of Series A Preferred Stock, $0.0001 par value per share, were authorized for issuance. | |
Issuance | |
On April 27, 2012, upon the completion of the planned spinoff, 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 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 Company recorded Series A Preferred Stock dividends of $8,198,000 and $3,315,000 during the years ended December 31, 2013 and 2012, respectively. | |
Liquidation Preference | |
The “Liquidation Preference” with respect to a share of Series A Preferred Stock represents 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. | |
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 December 31, 2013, 5,000 shares of Series A-1 convertible preferred stock (“Series A-1 Preferred Stock”), $0.0001 par value per share, were authorized for issuance. | |
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 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 Company recorded Series A-1 Preferred Stock dividends of $412,000 during the year ended December 31, 2013 and no Series A-1 Preferred Stock dividends were recorded during the year ended December 31, 2012. | |
Liquidation Preference | |
The “Liquidation Preference” with respect to a share of Series A-1 Preferred Stock represents 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. | |
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. |
Common_Stock
Common Stock | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
Common Stock | ' |
9. 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 the Company acquired substantially all of OPKO’s RNAi-related assets, including patents, licenses, clinical and preclinical data and other related assets (the “OPKO Asset Purchase”). 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 OPKO Asset Purchase 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 Asset Purchase of $12,250,000 was expensed as in-process research and development during the year ended December 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 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, were approximately $15.7 million. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||
Stock-Based Compensation | ' | ||||||||
10. Stock-Based Compensation | |||||||||
Stock Plans | |||||||||
On January 23, 2012, the Company’s board of directors and sole stockholder adopted the RXi Pharmaceuticals Corporation 2012 Long-Term Incentive Plan (the “2012 Incentive Plan”). Under the 2012 Incentive Plan, the Company may grant incentive stock options, nonqualified stock options, cash awards, stock appreciation rights, restricted and unrestricted stock and stock unit awards and other stock-based awards. The Company’s board of directors currently acts as the administrator of the Company’s 2012 Incentive Plan. The administrator has the power to select participants from among the key employees, directors and consultants of and advisors to the Company, establish the terms, conditions and vesting schedule, if applicable, of each award and to accelerate vesting or exercisability of any award. | |||||||||
As of December 31, 2013, an aggregate of 5,000,000 shares of common stock were reserved for issuance under the Company’s 2012 Incentive Plan, including 2,556,269 shares subject to outstanding common stock options granted under the 2012 Incentive Plan and 2,443,731 shares available for future grants. Each option shall expire within ten years of issuance. Stock options granted by the Company to employees generally vest as to 12.5% of the shares on the six-month and first anniversary of the grant date and 25% of the shares at the end of each successive three-year period until fully vested. | |||||||||
Stock-Based Compensation | |||||||||
The Company follows the provisions of 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 ASC 505-50. 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. | |||||||||
The Company is currently using the Black-Scholes option-pricing model to determine the fair value of all its option grants. For option grants for the year ended December 31, 2013 and 2012, the following assumptions were used: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Weighted average risk-free interest rate | 1.26 | % | 0.94 | % | |||||
Weighted average expected volatility | 76.36 | % | 88.7 | % | |||||
Weighted average expected option term (years) | 5.93 | 6.05 | |||||||
Weighted average expected dividend yield | 0 | % | 0 | % | |||||
The weighted-average fair value of options granted during the years ended December 31, 2013 and 2012 was $4.05 and $2.10 per share, respectively. | |||||||||
The risk-free interest rate used for each grant was based upon the yield on zero-coupon U.S. Treasury securities with a term similar to the expected life of the related option. The Company’s expected stock price volatility assumption is based upon the volatility of a composition of comparable companies. The expected life assumption for employee grants were based upon the simplified method provided for under ASC 718-10 and 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 Company has estimated an annualized forfeiture rate of 5.0% for options granted to its employees and 0% forfeiture rate for the 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 forfeitures are higher than estimated. | |||||||||
The following table summarizes the activity of Company’s stock option plan for the period January 1, 2012 to December 31, 2013: | |||||||||
Stock | Weighted | ||||||||
Options | Average | ||||||||
Exercise Price | |||||||||
Balance at January 1, 2012 | — | $ | — | ||||||
Granted | 2,128,266 | 3 | |||||||
Exercised | — | — | |||||||
Cancelled | — | — | |||||||
Balance at December 31, 2012 | 2,128,266 | $ | 3 | ||||||
Granted | 430,003 | 6.16 | |||||||
Exercised | (2,000 | ) | 2.55 | ||||||
Cancelled | — | — | |||||||
Outstanding, December 31, 2013 | 2,556,269 | $ | 3.47 | ||||||
Exercisable, December 31, 2013 | 1,023,597 | $ | 3.26 | ||||||
Stock-based compensation expense for the years ended December 31, 2013 and 2012 was approximately $1,979,000 and $968,000, respectively. Of this, the Company recognized approximately $43,000 and $114,000 of expense related to non-employee stock options for the same period. There is no income tax benefit as the Company is currently operating at a loss and an actual income tax benefit may not be realized. | |||||||||
The weighted-average remaining contractual life of options outstanding and exercisable at December 31, 2013 was 8.59 years and 8.48 years, respectively. | |||||||||
The aggregate intrinsic value of outstanding options as of December 31, 2013 was $555,000, of which $234,000 related to exercisable stock options. The intrinsic value of stock options exercised was $2,000 for the year ended December 31, 2013. No options were exercised during the year ended December 31, 2012. | |||||||||
As of December 31, 2013, the compensation expense for all unvested stock options in the amount of approximately $3,627,000 will be recognized in our results of operations over a weighted average period of 2.48 years. | |||||||||
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. | |||||||||
The fair value was estimated using the Black-Scholes option-pricing model. | |||||||||
The following assumptions were used to value the shares under the ESPP for the period ended December 31, 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 | % | |||||||
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 weighted average fair value of stock purchase rights granted as part of the ESPP was $2.04 for the year ended December 31, 2013. | |||||||||
The Company recorded $10,200 of stock-based compensation expense for the year ended December 31, 2013 related to the ESPP. The Company issued 11,265 shares during the year ended December 31, 2013 and at December 31, 2013, 38,735 shares were available for issuance under the ESPP. | |||||||||
Predecessor Stock-Based Compensation Expense | |||||||||
Stock-based compensation expense prior to the completion of the spinoff on April 27, 2012 was allocated to the Company’s 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 December 31, 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 the Company, approximately $13,100 and $283,000 related to options issued by our former Parent Company for the years ended December 31, 2013 and 2012, respectively. |
Development_Stage_Supplemental
Development Stage Supplemental Equity Disclosure | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Development Stage Enterprises [Abstract] | ' | ||||||||||||||||||||
Development Stage Supplemental Equity Disclosure | ' | ||||||||||||||||||||
11. Development Stage Supplemental Equity Disclosure | |||||||||||||||||||||
Summarized below are the Company’s equity (common stock and common stock options) transactions since the Company’s inception through December 31, 2013. | |||||||||||||||||||||
Type of Security | Date of Issuance | Shares of | Dollar | Price per | Counter | Nature of | Basis of | ||||||||||||||
Common | Amount of | Share or | Party to | Non-Cash | Assigning Cost | ||||||||||||||||
Stock | Consideration | Exercise | Transaction | Consideration | |||||||||||||||||
($) | Price per | ||||||||||||||||||||
Share | |||||||||||||||||||||
($) | |||||||||||||||||||||
Common Stock | September 8, 2011 | 100 | — | 0.01 | Galena | NA | Cash | ||||||||||||||
Common Stock | 27-Apr-12 | 3,347,996 | NA | 0.27 | Galena | NA | Independent Third Party Valuation | ||||||||||||||
Common Stock | 27-Apr-12 | 1,394,997 | NA | 4.43 | Advirna | Intellectual Properties | Market Value | ||||||||||||||
Common Stock | Various - 2012 | 546,014 | NA | 0.41 | Conversion of | NA | Cost Basis | ||||||||||||||
Series A | |||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||
Common Stock | 12-Mar-13 | 3,765,230 | 15,651 | 4.35 | PIPE | NA | Net Cash | ||||||||||||||
Common Stock | 12-Mar-13 | 1,666,666 | NA | 4.35 | Opko | Intellectual Properties | Market Value | ||||||||||||||
Common Stock | Various - 2013 | 1,056,684 | NA | 0.41 | Conversion of | NA | Cost Basis | ||||||||||||||
Series A | |||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||
Common Stock | September 11, 2013 | 2,000 | 5 | 2.55 | Exercise of | NA | Cash | ||||||||||||||
Stock Options | |||||||||||||||||||||
Common Stock | December 31, 2013 | 11,265 | 28 | 2.61 | ESPP | NA | Cash |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
12. Income Taxes | |||||||||
The components of federal and state income tax expense are as follows (in thousands): | |||||||||
Year Ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Current | |||||||||
Federal | $ | — | $ | — | |||||
State | — | — | |||||||
Total current | — | — | |||||||
Deferred | |||||||||
Federal | (9,123 | ) | (1,903 | ) | |||||
State | (2,002 | ) | (484 | ) | |||||
Total deferred | (11,125 | ) | (2,387 | ) | |||||
Valuation allowance | 11,125 | 2,387 | |||||||
Total income tax expense | $ | — | $ | — | |||||
The components of net deferred tax assets are as follows (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Net operating loss carryforwards | $ | 6,590 | $ | 3,054 | |||||
Tax credit carryforwards | 146 | 3 | |||||||
Stock based compensation | 861 | 282 | |||||||
Licensing deduction deferral | 6,864 | 57 | |||||||
Other timing differences | 165 | 105 | |||||||
Gross deferred tax assets | 14,626 | 3,501 | |||||||
Valuation allowance | (14,626 | ) | (3,501 | ) | |||||
Net deferred tax asset | $ | — | $ | — | |||||
The Company’s deferred tax assets at December 31, 2013 and 2012 consisted primarily of its net operating loss carryforwards, tax credit carryforwards, Section 197 intangible assets capitalized for federal income tax purposes and certain accruals that for tax purposes are not deductible until future payment is made. | |||||||||
The Company has incurred net operating losses since inception. At December 31, 2013, the Company had federal and state net operating loss carryforwards of approximately $30.3 million, which are available to reduce future taxable income expiring in 2033. Based on an assessment of all available evidence including, but not limited to the Company’s limited operating history in its core business and lack of profitability, uncertainties of the commercial viability of its technology, the impact of government regulation and healthcare reform initiatives, and other risks normally associated with biotechnology companies, the Company has concluded that it is more likely than not that these net operating loss carryforwards and credits will not be realized and, as a result, a full deferred income tax valuation allowance has been recorded against these assets. | |||||||||
Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership may result in a limitation on the amount of net operating loss carryforwards and research and development credit carryforwards which could be utilized annually to offset future taxable income and taxes payable. | |||||||||
The Company files income tax returns in the U.S. and Massachusetts. The Company is subject to tax examinations for the 2013 tax year. The Company has not recorded any uncertain tax positions as of December 31, 2013 or 2012. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months. RXi has not incurred any interest or penalties. In the event that the Company is assessed interest or penalties at some point in the future, they will be classified in the financial statements as general and administrative expenses. |
License_Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2013 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
License Agreements | ' |
13. License Agreements | |
As part of its business, the Company enters into licensing agreements with third parties that often require milestone and royalty payments based on the progress of the asset through development stages. Milestone payments may be required, for example, upon approval of the product for marketing by a regulatory agency. In certain agreements, the Company is required to make royalty payments based upon a percentage of the sales of the products licensed pursuant to such agreements. | |
The expenditures required under these arrangements may be material individually in the event that the Company develops product candidates covered by the intellectual property licensed under any such arrangement, and in the unlikely event that milestones for multiple products covered by these arrangements were reached in the same period, the aggregate charge to expense could be material to the results of operations. In addition, these arrangements often give the Company discretion to unilaterally terminate development of the product, which would allow the Company to avoid making the contingent payments; however, the Company is unlikely to cease development if the compound successfully achieves clinical testing objectives. | |
University of Massachusetts Medical School. We hold a non-exclusive license from the University of Massachusetts Medical School (“UMMS”). This license grants to us rights under certain UMMS patent applications to make, use and sell products related to applications of RNAi technologies in particular fields, including HCMV and retinitis, amyotrophic lateral sclerosis, known as “ALS” or “Lou Gehrig’s Disease,” diabetes and obesity. Throughout the term of the license, we must pay UMMS an annual maintenance fee of $15,000. We also will be required to pay to UMMS customary royalties of up to 10% of: (i) any future net sales of licensed products; (ii) income received from any sublicensees under this license; and (iii) net sales of commercial clinical laboratory services, subject to a minimum royalty of $50,000 beginning in 2016. We also agreed to pay expenses incurred by UMMS in prosecuting and maintaining the licensed patents. | |
The UMMS license was effective on April 15, 2003, and will remain in effect until the expiration of all issued patents within the “patent rights” (as defined), unless earlier terminated in accordance with the provisions of the license. In the event that either party commits a material breach of its obligations under the UMMS license and fails to cure that breach within 60 days after receiving written notice thereof, the other party may terminate the UMMS license immediately upon written notice to the party in breach. | |
Advirna. We have entered into agreements with Advirna, or their surviving entity, pursuant to which Advirna assigned to us its existing patent and technology rights related to sd-rxRNA technology in exchange for our agreement to pay Advirna an annual maintenance fee of $100,000 and a one-time milestone payment of $350,000 upon the issuance of the first patent with valid claims covering the assigned technology. Additionally, we will be required to pay a 1% royalty to Advirna on any licensing revenue received by us with respect to future licensing of the assigned Advirna patent and technology rights. We also granted back to Advirna a license under the assigned patent and technology rights for fields of use outside human therapeutics and diagnostics and issued to Advirna, upon the completion of the spin-off transaction, 1,394,997 shares of common stock. The Company recorded research and development expense of $6,173,000 during the year ended December 31, 2012 to recognize the fair value of the common shares issued in exchange for the sd-rxRNA® patent and technology rights assigned to RXi by Advirna. | |
Our rights under the Advirna agreement will expire upon the later of: (i) the expiration of the last-to-expire of the “patent rights” (as defined) included in the Advirna agreement; or (ii) the abandonment of the last-to-be abandoned of such patents, unless earlier terminated in accordance with the provisions of the agreement. | |
We may terminate the Advirna agreement at any time upon 90 days’ written notice to Advirna, and Advirna may terminate the agreement upon 90 days’ prior written notice in the event that we cease using commercially reasonable efforts to research, develop, license or otherwise commercialize the patent rights or “royalty-bearing products” (as defined), provided that we may refute such claim within such 90-day period by showing budgeted expenditures for the research, development, licensing or other commercialization consistent with other technologies of similar stage of development and commercial potential as the patent rights or royalty-bearing products. Further, either party at any time may provide to the other party written notice of a material breach of the agreement. If the other party fails to cure the identified breach within 90 days after the date of the notice, the aggrieved party may terminate the agreement by written notice to the party in breach. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
14. Related Party Transactions | |
On September 24, 2011, the Company entered into an agreement with Advirna, which was co-founded by the Company’s former Senior Vice President and Chief Scientific Officer, pursuant to which Advirna assigned to RXi its existing patent and technology rights related to sd-rxRNA® technology in exchange for the Company’s agreement to pay Advirna an annual maintenance fee, other consideration upon the achievement of certain milestones and issued to Advirna 1,394,997 shares of common stock at the date of the completion of the spinoff. We also granted back to Advirna a license under the assigned patent and technology rights for fields of use outside human therapeutics and diagnostics (see also Note 13). |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
15. Subsequent Events | |
On January 24, 2014, the Company entered into an exchange agreement with TCP pursuant to which TCP exchanged a total of 3,000 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 Preferred Stock into Common Stock. As a result of the elimination of this penalty, the face value of the Series A-1 Preferred Stock will be reclassified on our balance sheet from mezzanine to stockholders’ equity, which reclassification will be reflected in the quarter ending March 31, 2014 and will result in the addition of $3 million to stockholders’ equity. | |
Also on January 24, 2014, the Company filed a Certificate of Increase with the Secretary of State of the State of Delaware, increasing the total authorized shares of Series A-1 Preferred Stock from 5,000 shares to 10,000 shares. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 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 Statements of Operations, Convertible Preferred Stock and Stockholders’ Equity, Divisional Equity, and Parent Company’s Net Deficit and Cash Flows for the cumulative period from inception (January 1, 2003) through December 31, 2013, has been “carved out” of the financial statements of our former Parent Company for such periods. Such financial information is limited to RNAi-related activities, assets and liabilities only, and excludes activities, assets and liabilities that are attributable to our former Parent Company’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 materially from those 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 deposits. | |||||||||
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. | |||||||||
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. | |||||||||
Concentrations of Credit Risk | ' | ||||||||
Concentrations of Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and short-term investments. The Company maintains cash balances in several accounts with one bank, which at times are in excess of federally insured limits. The Company has established guidelines related to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. The Company’s investments are maintained in accordance with the Company’s investment policy, which defines allowable investments, specifies credit quality standards and limits the exposure of any single issuer. | |||||||||
Fair Value of Financial Instruments | ' | ||||||||
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 or market rates of interest. | |||||||||
Equipment and Furnishings | ' | ||||||||
Equipment and Furnishings — Equipment and furnishings are stated at cost and depreciated using the straight-line method based on the estimated useful lives (generally three to five years for equipment and furniture) of the related assets. | |||||||||
Depreciation and amortization expense for the years ended December 31, 2013 and 2012 was approximately $99,000 and $147,000, respectively. | |||||||||
Impairment of Long-Lived Assets | ' | ||||||||
Impairment of Long-Lived Assets — The Company reviews long-lived assets, including finite-lived intangible assets, for impairment on an annual basis, as of December 31, or on an interim basis if an event occurs that might reduce the fair value of such assets below their carrying values. An impairment loss would be recognized based on the difference between the carrying value of the asset and its estimated fair value, which would be determined based on either discounted future cash flows or other appropriate fair value methods. The Company believes no impairment existed as of December 31, 2013 and 2012. | |||||||||
Stock Based Compensation | ' | ||||||||
Stock-based Compensation — The Company follows the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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, officers and non-employee directors, including 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” (“ASC 505-50”). 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. | |||||||||
Revenue Recognition | ' | ||||||||
Revenue Recognition — Principal sources of revenue consist of government research grants. Revenue from government grants is 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. | |||||||||
Research and Development Expenses | ' | ||||||||
Research and Development Expenses — Research and development costs are charged to expense as incurred and relate to salaries, employee benefits, facility-related expenses, supplies, stock-based compensation related to employees and non-employees involved in the Company’s research and development, external services, other operating costs and overhead related to our research and development departments, costs to acquire technology licenses and expenses associated with preclinical activities and our clinical trials. Payments made by the Company in advance for research and development services not yet provided and/or for materials not yet received are recorded as prepaid expenses. Accrued liabilities are recorded related to those expenses for which vendors have not yet billed us with respect to services provided and/or materials that we have received. | |||||||||
Preclinical and clinical trial expenses relate to third-party services, patient-related fees at the sites where our clinical trials are being conducted, laboratory costs, analysis costs, toxicology studies and investigator fees. Costs associated with these expenses are generally payable on the passage of time or when certain milestones are achieved. Expense is recorded during the period incurred or in the period in which a milestone is achieved. In order to ensure that we have adequately provided for preclinical and clinical expenses during the proper period, we maintain an accrual to cover these expenses. These accruals are assessed on a quarterly basis and are based on such assumptions as expected total cost, the number of patients and clinical trial sites and length of the study. Actual results may differ from these estimates and could have a material impact on our reported results. Our historical accrual estimates have not been materially different from our actual costs. | |||||||||
Patents and Patent Application Costs | ' | ||||||||
Patents and Patent Application Costs — Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are, therefore, expensed as incurred. | |||||||||
Income Taxes | ' | ||||||||
Income Taxes — The Company recognizes assets or liabilities for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements in accordance with FASB ASC 740, “Accounting for Income Taxes” (“ASC 740”). These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. ASC 740 requires that a valuation allowance be established when management determines that it is more likely than not that all or a portion of a deferred asset will not be realized. The Company evaluates the realizability of its net deferred income tax assets and valuation allowances as necessary, at least on an annual basis. During this evaluation, the Company reviews its forecasts of income in conjunction with other positive and negative evidence surrounding the realizability of its deferred income tax assets to determine if a valuation allowance is required. Adjustments to the valuation allowance will increase or decrease the Company’s income tax provision or benefit. The recognition and measurement of benefits related to the Company’s tax positions requires significant judgment, as uncertainties often exist with respect to new laws, new interpretations of existing laws, and rulings by taxing authorities. Differences between actual results and the Company’s assumptions or changes in the Company’s assumptions in future periods are recorded in the period they become known. | |||||||||
Comprehensive Loss | ' | ||||||||
Comprehensive Loss — The Company’s comprehensive loss is equal to its net loss for all periods presented. | |||||||||
Parent Company's Net Deficit | ' | ||||||||
Parent Company’s Net Deficit — The Parent Company’s Net Deficit of the Predecessor consists of CytRx Corporation’s (“CytRx”) initial investment in Galena and subsequent changes in Galena’s net investment resulting from Galena being an integrated part of CytRx. All disbursements for the Predecessor were made by CytRx. | |||||||||
Non-cash Equity Adjustments from Parent Company | ' | ||||||||
Non-cash equity adjustments from Parent Company — Non-cash equity adjustments from Parent Company consist of credits for issuance of common stock for operational purposes, common stock and warrants issued to individuals engaged in RNAi activities, net of charges for the fair value of our former Parent Company’s warrants that were allocated to the RNAi business and accounted for as a cost of equity at the time of issuance. | |||||||||
Net Loss Per Share | ' | ||||||||
Net loss per share — The Company accounts for and discloses net loss per common share in accordance with FASB 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 weighted average number of common shares outstanding and the impact of all dilutive 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: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Options to purchase common stock | 2,556,269 | 2,128,266 | |||||||
Common stock underlying Series A and Series A-1 convertible preferred stock | 24,313,108 | 23,707,454 | |||||||
Warrants to purchase common stock | 4,615 | 4,615 | |||||||
Total | 26,873,992 | 25,840,335 | |||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 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: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Options to purchase common stock | 2,556,269 | 2,128,266 | |||||||
Common stock underlying Series A and Series A-1 convertible preferred stock | 24,313,108 | 23,707,454 | |||||||
Warrants to purchase common stock | 4,615 | 4,615 | |||||||
Total | 26,873,992 | 25,840,335 | |||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
The assets classified as Level 2 have initially been valued at transaction price and subsequently valued, at the end of each reporting period, using other market observable data. Observable market data points include quoted prices, interest rates, reportable trades and other industry and economic events. Financial assets measured at fair value on a recurring basis are summarized as follows, in thousands: | |||||||||||||||||
Description | December 31, | Quoted Prices in | Significant Other | Unobservable Inputs | |||||||||||||
2013 | Active Markets | Observable Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Cash equivalents | $ | 9,500 | $ | — | $ | 9,500 | $ | — | |||||||||
Restricted cash | 50 | — | 50 | — | |||||||||||||
Short-term investments | 3,000 | — | 3,000 | — | |||||||||||||
Total assets measured and recorded at fair value | $ | 12,550 | $ | — | $ | 12,550 | $ | — | |||||||||
Description | December 31, | Quoted Prices in | Significant Other | Unobservable Inputs | |||||||||||||
2012 | Active Markets | Observable Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Restricted cash | $ | 53 | $ | — | $ | 53 | $ | — | |||||||||
Total assets measured and recorded at fair value | $ | 53 | $ | — | $ | 53 | $ | — | |||||||||
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Schedule of Accrued Expenses and Other Current Liabilities | ' | ||||||||
Accrued expenses and other current liabilities consist of the following, in thousands: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Employee compensation and benefits | $ | 627 | $ | 403 | |||||
Clinical development expenses | 665 | 153 | |||||||
Professional fees | 190 | 107 | |||||||
Research and development costs | 130 | 104 | |||||||
Other | 183 | — | |||||||
Total accrued expenses and other current liabilities | $ | 1,795 | $ | 767 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Cash Payments | ' | ||||
The Company’s contractual license obligations that will require future cash payments as of December 31, 2013 are as follows, in thousands: | |||||
Year Ending December 31, | |||||
2014 | $ | 503 | |||
2015 | 153 | ||||
2016 | 153 | ||||
2017 | 153 | ||||
2018 | 150 | ||||
2019 and thereafter | 575 | ||||
Total | $ | 1,687 | |||
Company's Future Minimum Payments | ' | ||||
At December 31, 2013, the Company’s future minimum payments required under operating leases are as follows, in thousands: | |||||
Year Ending December 31, | |||||
2014 | $ | 110 | |||
2015 | 118 | ||||
2016 | 119 | ||||
2017 | 117 | ||||
2018 | 120 | ||||
2019 and thereafter | 30 | ||||
Total | $ | 614 | |||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||
Schedule of Fair Value Option Award | ' | ||||||||
The Company is currently using the Black-Scholes option-pricing model to determine the fair value of all its option grants. For option grants for the year ended December 31, 2013 and 2012, the following assumptions were used: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Weighted average risk-free interest rate | 1.26 | % | 0.94 | % | |||||
Weighted average expected volatility | 76.36 | % | 88.7 | % | |||||
Weighted average expected option term (years) | 5.93 | 6.05 | |||||||
Weighted average expected dividend yield | 0 | % | 0 | % | |||||
Summary of Stock Option Activity | ' | ||||||||
The following table summarizes the activity of Company’s stock option plan for the period January 1, 2012 to December 31, 2013: | |||||||||
Stock | Weighted | ||||||||
Options | Average | ||||||||
Exercise Price | |||||||||
Balance at January 1, 2012 | — | $ | — | ||||||
Granted | 2,128,266 | 3 | |||||||
Exercised | — | — | |||||||
Cancelled | — | — | |||||||
Balance at December 31, 2012 | 2,128,266 | $ | 3 | ||||||
Granted | 430,003 | 6.16 | |||||||
Exercised | (2,000 | ) | 2.55 | ||||||
Cancelled | — | — | |||||||
Outstanding, December 31, 2013 | 2,556,269 | $ | 3.47 | ||||||
Exercisable, December 31, 2013 | 1,023,597 | $ | 3.26 | ||||||
Schedule of Fair Value Option Award | ' | ||||||||
The following assumptions were used to value the shares under the ESPP for the period ended December 31, 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 | % |
Development_Stage_Supplemental1
Development Stage Supplemental Equity Disclosure (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Development Stage Enterprises [Abstract] | ' | ||||||||||||||||||||
Company's Equity Transactions since Company's Inception | ' | ||||||||||||||||||||
Summarized below are the Company’s equity (common stock and common stock options) transactions since the Company’s inception through December 31, 2013. | |||||||||||||||||||||
Type of Security | Date of Issuance | Shares of | Dollar | Price per | Counter | Nature of | Basis of | ||||||||||||||
Common | Amount of | Share or | Party to | Non-Cash | Assigning Cost | ||||||||||||||||
Stock | Consideration | Exercise | Transaction | Consideration | |||||||||||||||||
($) | Price per | ||||||||||||||||||||
Share | |||||||||||||||||||||
($) | |||||||||||||||||||||
Common Stock | September 8, 2011 | 100 | — | 0.01 | Galena | NA | Cash | ||||||||||||||
Common Stock | 27-Apr-12 | 3,347,996 | NA | 0.27 | Galena | NA | Independent Third Party Valuation | ||||||||||||||
Common Stock | 27-Apr-12 | 1,394,997 | NA | 4.43 | Advirna | Intellectual Properties | Market Value | ||||||||||||||
Common Stock | Various - 2012 | 546,014 | NA | 0.41 | Conversion of | NA | Cost Basis | ||||||||||||||
Series A | |||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||
Common Stock | 12-Mar-13 | 3,765,230 | 15,651 | 4.35 | PIPE | NA | Net Cash | ||||||||||||||
Common Stock | 12-Mar-13 | 1,666,666 | NA | 4.35 | Opko | Intellectual Properties | Market Value | ||||||||||||||
Common Stock | Various - 2013 | 1,056,684 | NA | 0.41 | Conversion of | NA | Cost Basis | ||||||||||||||
Series A | |||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||
Common Stock | September 11, 2013 | 2,000 | 5 | 2.55 | Exercise of | NA | Cash | ||||||||||||||
Stock Options | |||||||||||||||||||||
Common Stock | December 31, 2013 | 11,265 | 28 | 2.61 | ESPP | NA | Cash |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Components of Federal and State Income Tax Expense | ' | ||||||||
The components of federal and state income tax expense are as follows (in thousands): | |||||||||
Year Ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Current | |||||||||
Federal | $ | — | $ | — | |||||
State | — | — | |||||||
Total current | — | — | |||||||
Deferred | |||||||||
Federal | (9,123 | ) | (1,903 | ) | |||||
State | (2,002 | ) | (484 | ) | |||||
Total deferred | (11,125 | ) | (2,387 | ) | |||||
Valuation allowance | 11,125 | 2,387 | |||||||
Total income tax expense | $ | — | $ | — | |||||
Components of Net Deferred Tax Assets | ' | ||||||||
The components of net deferred tax assets are as follows (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Net operating loss carryforwards | $ | 6,590 | $ | 3,054 | |||||
Tax credit carryforwards | 146 | 3 | |||||||
Stock based compensation | 861 | 282 | |||||||
Licensing deduction deferral | 6,864 | 57 | |||||||
Other timing differences | 165 | 105 | |||||||
Gross deferred tax assets | 14,626 | 3,501 | |||||||
Valuation allowance | (14,626 | ) | (3,501 | ) | |||||
Net deferred tax asset | $ | — | $ | — | |||||
Nature_of_Business_Additional_
Nature of Business - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |||
Jul. 18, 2013 | Mar. 12, 2013 | Mar. 06, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ' | ' | ' | ' |
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 | ' | $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 | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Significant Accounting Policies [Line Items] | ' | ' |
Debt instrument maturity period | 'Three months or less | ' |
Depreciation and amortization | $99,000 | $147,000 |
Impairment of long lived assets | $0 | $0 |
Number of dilutive common shares | 0 | 0 |
Minimum [Member] | Certificates of Deposit [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Certificates of deposit, maturity period | '6 months | ' |
Maximum [Member] | Certificates of Deposit [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Certificates of deposit, maturity period | '1 year | ' |
Equipment and Furniture [Member] | Minimum [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Estimated useful life of assets | '3 years | ' |
Equipment and Furniture [Member] | Maximum [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Estimated useful life of assets | '5 years | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Common Shares Excluded from Calculation of Net Loss Per Common Share (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 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 | 26,873,992 | 25,840,335 |
Stock Options [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 Convertible 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 | 24,313,108 | 23,707,454 |
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 $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Restricted cash | $50 | $53 |
Short-term investments | 3,000 | ' |
Fair Value, Measurements, Recurring [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | 9,500 | ' |
Restricted cash | 50 | 53 |
Short-term investments | 3,000 | ' |
Total assets measured and recorded at fair value | 12,550 | 53 |
Quoted Prices in Active Markets (Level 1) [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | ' | ' |
Restricted cash | ' | ' |
Short-term investments | ' | ' |
Total assets measured and recorded at fair value | ' | ' |
Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | 9,500 | ' |
Restricted cash | 50 | 53 |
Short-term investments | 3,000 | ' |
Total assets measured and recorded at fair value | 12,550 | 53 |
Unobservable Inputs (Level 3) [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | ' | ' |
Restricted cash | ' | ' |
Short-term investments | ' | ' |
Total assets measured and recorded at fair value | ' | ' |
Capital_Lease_Obligations_Addi
Capital Lease Obligations - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Leases [Abstract] | ' | ' |
Cost of capitalized leased equipment | $26,000 | $26,000 |
Accumulated amortization of capitalized leased equipment | 26,000 | 17,000 |
Amortization expense for capitalized leased equipment | 9,000 | 19,000 |
Outstanding capital leases obligation | $0 | ' |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ' | ' |
Employee compensation and benefits | $627 | $403 |
Clinical development expenses | 665 | 153 |
Professional fees | 190 | 107 |
Research and development costs | 130 | 104 |
Other | 183 | ' |
Total accrued expenses and other current liabilities | $1,795 | $767 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Schedule of Future Cash Payments (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
2014 | $503 |
2015 | 153 |
2016 | 153 |
2017 | 153 |
2018 | 150 |
2019 and thereafter | 575 |
Total | $1,687 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments And Contingencies Disclosure [Abstract] | ' | ' |
Operating lease expenses | $62,900 | $138,000 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Company's Future Minimum Payments (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
2014 | $110 |
2015 | 118 |
2016 | 119 |
2017 | 117 |
2018 | 120 |
2019 and thereafter | 30 |
Total | $614 |
Preferred_Stock_Additional_Inf
Preferred Stock - Additional Information (Detail) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 27, 2012 | Aug. 13, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
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-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] | |||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | 5,000 | ' |
Preferred stock, par value, per share | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | $0.00 | ' |
Preferred Stock, Shares Authorized | ' | ' | 15,000 | ' | ' | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | ' | ' | $0.00 | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | 9,500 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, dividends per share | ' | ' | 7.00% | 7.00% | 7.00% | 7.00% | ' | ' | ' | ' | 7.00% | 7.00% | 7.00% | 7.00% | ' | ' |
Preferred stock, face amount | ' | ' | $1,000 | $1,000 | $1,000 | $1,000 | $1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of Series A Preferred Stock dividends | ' | ' | ' | ' | ' | ' | $8,198,000 | $3,315,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Capital distribution | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, convertible to common stock | ' | ' | ' | ' | ' | ' | 2,437.57 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of affiliates owning shares | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' |
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 | ' |
Preferred stock, face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | $1,000 | $1,000 | $1,000 | $1,000 | ' |
Fair value of Series A-1 Preferred Stock dividends | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $412,000 | $0 |
Preferred Stock convertible to common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,437.57 | ' |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
Mar. 12, 2013 | Mar. 06, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Equity [Line Items] | ' | ' | ' | ' |
Common stock, issued | 1,666,666 | ' | ' | ' |
Development and commercialization charges | ' | ' | $1,687,000 | ' |
Fair value of assets purchase | ' | ' | 12,250,000 | 6,173,000 |
Common stock, shares issued | ' | 3,765,230 | ' | ' |
Common stock, par value | ' | $4.35 | $0.00 | $0.00 |
Gross proceeds from issuance of common stock | 16,400,000 | ' | ' | ' |
Proceeds from issuance of common stock, net of commissions and other costs of offering | 15,700,000 | ' | 15,651,000 | ' |
Maximum [Member] | ' | ' | ' | ' |
Equity [Line Items] | ' | ' | ' | ' |
Development and commercialization charges | $50,000,000 | ' | ' | ' |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 07, 2013 | Dec. 31, 2013 | Jun. 07, 2013 | |
Predecessor [Member] | Predecessor [Member] | Non Employee Stock Option [Member] | Non Employee Stock Option [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] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum number of shares available for issuance | 5,000,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | 50,000 | ' | 113,333 |
Purchase of common stock | 2,556,269 | 2,556,269 | 2,128,266 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock available for future grants | 2,443,731 | 2,443,731 | ' | ' | ' | ' | ' | ' | ' | 38,735 | ' |
Expiration period of Option | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of vesting of stock option on completion of first and second eligible service period | ' | 12.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of vesting of stock option for remaining subsequent eligible service period | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Description of stock option granted | ' | 'Stock options granted by the Company to employees generally vest as to 12.5% of the shares on the six-month and first anniversary of the grant date and 25% of the shares at the end of each successive three-year period until fully vested | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average fair value of options granted | ' | $4.05 | $2.10 | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend yield | ' | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | 0.00% | ' |
Forfeiture rate for options granted to employees | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeiture rate for options granted to directors | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | $1,979,000 | $968,000 | ' | ' | ' | $43,000 | $114,000 | ' | ' | ' |
Stock-based compensation expense tax benefit | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average remaining contractual life of options outstanding | ' | '8 years 7 months 2 days | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average remaining contractual life of options exercisable | ' | '8 years 5 months 23 days | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate intrinsic value of options outstanding | 555,000 | 555,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate intrinsic value of exercisable options | ' | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock option exercise | 234,000 | 234,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options exercised | ' | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized share based compensation expense on unvested stock option | 3,627,000 | 3,627,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized share based compensation expense on unvested stock option period of recognition | '2 years 5 months 23 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of common share offer price as to market price | ' | ' | ' | ' | ' | ' | ' | ' | 90.00% | ' | ' |
Increase in percentage of shares of outstanding stock available under ESPP | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' |
Weighted average fair value of stock purchase rights | ' | $2.04 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense related to the ESPP | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,200 | ' |
Share issued under ESPP | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,265 | ' |
Exercise price of options, Minimum | ' | $0.65 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of options, Maximum | ' | $7.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options outstanding | ' | ' | ' | ' | 468,941 | ' | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' | $13,100 | $283,000 | ' | ' | ' | ' | ' |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Fair Value Option Award (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Weighted average risk-free interest rate | 1.26% | 0.94% |
Weighted average expected volatility | 76.36% | 88.70% |
Weighted average expected lives (years) | '5 years 11 months 5 days | '6 years 18 days |
Weighted average expected dividend yield | 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% | ' |
Weighted average expected volatility | 88.68% | ' |
Weighted average expected lives (years) | '6 months | ' |
Weighted average expected dividend yield | 0.00% | ' |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Stock Option Activity (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | ' | ' |
Stock Options, Beginning Balance | 2,128,266 | ' |
Stock Options, Granted | 430,003 | 2,128,266 |
Stock Options, Exercised | -2,000 | ' |
Stock Options, Cancelled | ' | ' |
Stock Options, Ending Balance | 2,556,269 | 2,128,266 |
Weighted Average Exercise Price, Beginning Balance | $3 | ' |
Stock Options, Exercisable | 1,023,597 | ' |
Weighted Average Exercise Price, Granted | $6.16 | $3 |
Weighted Average Exercise Price, Exercised | $2.55 | ' |
Weighted Average Exercise Price, Cancelled | ' | ' |
Weighted Average Exercise Price, Ending Balance | $3.47 | $3 |
Weighted Average Exercise Price, Exercisable | $3.26 | ' |
Development_Stage_Supplemental2
Development Stage Supplemental Equity Disclosure - Company's Equity Transactions since Company's Inception (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 08, 2011 | Apr. 26, 2012 | Apr. 26, 2012 | Dec. 31, 2012 | Mar. 12, 2013 | Mar. 12, 2013 | Dec. 31, 2013 | Sep. 11, 2013 | Dec. 31, 2013 | |
Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | |||
Equity Issuance Transaction One [Member] | Equity Issuance Transaction Two [Member] | Equity Issuance Transaction Three [Member] | Equity Issuance Transaction Four [Member] | Equity Issuance Transaction Five [Member] | Equity Issuance Transaction Six [Member] | Equity Issuance Transaction Seven [Member] | Equity Issuance Transaction Eight [Member] | Equity Issuance Transaction Nine [Member] | |||||||
Galena [Member] | Galena [Member] | Advirna [Member] | Series A Convertible Preferred Stock [Member] | Pipe [Member] | Opko [Member] | Series A Convertible Preferred Stock [Member] | Stock Options [Member] | ESPP [Member] | |||||||
Schedule of Capitalization, Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Date of Issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Various - 2012 | ' | ' | 'Various - 2013 | ' | ' |
Date of Issuance | ' | ' | ' | ' | ' | ' | 8-Sep-11 | 27-Apr-12 | 27-Apr-12 | ' | 12-Mar-13 | 12-Mar-13 | ' | 11-Sep-13 | 31-Dec-13 |
Shares of Common Stock | ' | ' | -434 | -224 | 1,056,684 | 546,014 | ' | ' | ' | 546,014 | ' | ' | 1,056,684 | ' | ' |
Shares of Common Stock | ' | ' | ' | ' | ' | ' | 100 | 3,347,996 | ' | ' | 3,765,230 | ' | ' | ' | ' |
Shares of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | 1,394,997 | ' | ' | 1,666,666 | ' | ' | ' |
Shares of Common Stock | 2,000 | ' | ' | ' | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | ' |
Shares of Common Stock | ' | ' | ' | ' | 11,265 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,265 |
Dollar Amount of Consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15,651 | ' | ' | ' | ' |
Dollar Amount of Consideration | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' |
Dollar Amount of Consideration | $28,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $28 |
Price per Share or Exercise Price per Share | ' | ' | ' | ' | ' | ' | $0.01 | $0.27 | $4.43 | $0.41 | $4.35 | $4.35 | $0.41 | ' | $2.61 |
Price per Share or Exercise Price per Share | $2.55 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.55 | ' |
Nature of Non-Cash Consideration | ' | ' | ' | ' | ' | ' | ' | ' | 'Intellectual Properties | ' | ' | 'Intellectual Properties | ' | ' | ' |
Basis of Assigning Cost | ' | ' | ' | ' | ' | ' | 'Cash | 'Independent Third Party Valuation | 'Market Value | 'Cost Basis | 'Net Cash | 'Market Value | 'Cost Basis | 'Cash | 'Cash |
Income_Taxes_Components_of_Fed
Income Taxes - Components of Federal and State Income Tax Expense (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Current | ' | ' |
Federal | ' | ' |
State | ' | ' |
Total current | ' | ' |
Deferred | ' | ' |
Federal | -9,123 | -1,903 |
State | -2,002 | -484 |
Total deferred | -11,125 | -2,387 |
Valuation allowance | 11,125 | 2,387 |
Total income tax expense | ' | ' |
Income_Taxes_Components_of_Net
Income Taxes - Components of Net Deferred Tax Assets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ' | ' |
Net operating loss carryforwards | $6,590 | $3,054 |
Tax credit carryforwards | 146 | 3 |
Stock based compensation | 861 | 282 |
Licensing deduction deferral | 6,864 | 57 |
Other timing differences | 165 | 105 |
Gross deferred tax assets | 14,626 | 3,501 |
Valuation allowance | -14,626 | -3,501 |
Net deferred tax asset | ' | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Net operating loss carryforwards | $30.30 | ' |
Expiration of carry forwards loss | '2033 | ' |
Liability for uncertain tax positions | $0 | $0 |
License_Agreements_Additional_
License Agreements - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' |
Issuance of common stock in exchange for patent and technology rights, shares | 1,394,997 | ' |
UMMS [Member] | ' | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' |
Annual maintenance fee | $15,000 | ' |
Royalty payments | 10.00% | ' |
Royalty payment | 50,000 | ' |
Effective license period | '60 days | ' |
Advirna [Member] | ' | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' |
Annual maintenance fee | 100,000 | ' |
Royalty payments | 1.00% | ' |
One-time milestone payment | 350,000 | ' |
Issuance of common stock in exchange for patent and technology rights, shares | 1,394,997 | ' |
Fair value of common stock issued in exchange for patent and technology rights | ' | $6,173,000 |
Effective license period | '90 days | ' |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Issuance of common stock in exchange for patent and technology rights, shares | 1,394,997 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 24, 2013 | Jan. 24, 2013 | Jan. 24, 2014 | Mar. 31, 2014 |
Minimum [Member] | Maximum [Member] | Subsequent Events [Member] | Subsequent Events [Member] | |||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' |
Number of exchangeable shares under exchange agreement | ' | ' | ' | ' | 3,000 | ' |
Addition to stockholders' equity | $2,000 | ' | ' | ' | ' | $3,000 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 5,000 | 10,000 | ' | ' |