Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 9-May-14 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Entity Registrant Name | 'RXi Pharmaceuticals Corp | ' |
Entity Central Index Key | '0001533040 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 14,027,167 |
Condensed_Balance_Sheets_Unaud
Condensed Balance Sheets (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $9,010 | $11,390 |
Restricted cash | 50 | 50 |
Short-term investments | 3,000 | 3,000 |
Prepaid expenses and other current assets | 226 | 303 |
Total current assets | 12,286 | 14,743 |
Equipment and furnishings, net | 155 | 177 |
Other assets | 18 | 18 |
Total assets | 12,459 | 14,938 |
Current liabilities: | ' | ' |
Accounts payable | 277 | 163 |
Accrued expenses and other current liabilities | 1,024 | 1,795 |
Deferred revenue | 89 | 118 |
Total current liabilities | 1,390 | 2,076 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock | ' | ' |
Common stock, $0.0001 par value, 1,500,000,000 shares authorized; 13,427,167 and 11,788,045 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | 1 | 1 |
Additional paid-in capital | 41,964 | 40,969 |
Deficit accumulated during the developmental stage | -40,366 | -38,082 |
Total stockholders' equity | 6,219 | 4,942 |
Total liabilities, convertible preferred stock and stockholders' equity | 12,459 | 14,938 |
Series A Convertible Preferred Stock [Member] | ' | ' |
Current liabilities: | ' | ' |
Series A convertible preferred stock, $0.0001 par value, 15,000 shares authorized; 4,850 and 7,920 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively (at liquidation value) | 4,850 | 7,920 |
Series A-1 Convertible Preferred Stock [Member] | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock | $4,620 | $2,054 |
Condensed_Balance_Sheets_Unaud1
Condensed Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
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 | 13,427,167 | 11,788,045 |
Common stock, shares outstanding | 13,427,167 | 11,788,045 |
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 | 4,850 | 7,920 |
Preferred stock, shares outstanding | 4,850 | 7,920 |
Series A-1 Convertible Preferred Stock [Member] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 4,620 | 2,054 |
Preferred stock, shares outstanding | 4,620 | 2,054 |
Condensed_Statements_of_Operat
Condensed Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 135 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |||
Predecessor [Member] | ||||||
Revenues: | ' | ' | ' | |||
Grant revenues | $29 | $53 | $525 | |||
Total revenues | 29 | 53 | 525 | |||
Operating Expenses: | ' | ' | ' | |||
Research and development expenses | 1,476 | [1] | 13,771 | [1] | 75,309 | [1] |
General and administrative expenses | 843 | [1] | 676 | [1] | 44,377 | [1] |
Total operating expenses | 2,319 | 14,447 | 119,686 | |||
Operating loss | -2,290 | -14,394 | -119,161 | |||
Interest income (expense), net | 6 | ' | 628 | |||
Other income (expense), net | ' | -3 | 6,441 | |||
Net loss | -2,284 | -14,397 | -112,092 | |||
Accretion of Series A and Series A-1 convertible preferred stock and dividends | -1,755 | -3,547 | -23,180 | |||
Net loss applicable to common stockholders | ($4,039) | ($17,944) | ($135,272) | |||
Net loss per common share applicable to common stockholders (Note 1): | ' | ' | ' | |||
Basic and diluted | ($0.32) | ($2.76) | ' | |||
Weighted average common shares: | ' | ' | ' | |||
Basic and diluted | 12,616,086 | 6,496,095 | ' | |||
[1] | Non-cash stock-based compensation expenses included in operating expenses are as follows: Research and development $ 210 $ 425 General and administrative 281 203 |
Condensed_Statements_of_Operat1
Condensed Statements of Operations (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Research and Development Expense [Member] | ' | ' |
Non-cash stock-based compensation expenses | $210,000 | $425,000 |
General and Administrative Expense [Member] | ' | ' |
Non-cash stock-based compensation expenses | $281,000 | $203,000 |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | 135 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 |
Predecessor [Member] | |||
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($2,284) | ($14,397) | ($112,092) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation and amortization | 22 | 26 | 932 |
Loss on disposal of equipment | ' | ' | 44 |
Non-cash rent expense | ' | ' | 29 |
Accretion and receipt of bond discount | ' | ' | 35 |
Non-cash share-based compensation | 491 | 628 | 21,404 |
Fair value of common stock warrants issued in exchange for services | ' | ' | 13 |
Fair value of common stock issued in exchange for patent and technology rights | ' | 12,250 | 18,423 |
Fair value of Parent Company's shares mandatorily redeemable for cash upon exercise of warrants | ' | ' | -785 |
Fair value of Parent Company's common stock and common stock warrants issued in exchange for services | ' | ' | 2,689 |
Change in fair value of derivatives of Parent Company issued in connection with various equity financings | ' | ' | -5,604 |
Loss on exchange of equity instruments | ' | ' | 900 |
Fair value of Parent Company common stock issued in exchange for licensing rights | ' | ' | 3,954 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses and other assets | 77 | 110 | -208 |
Accounts payable | 114 | -50 | 277 |
Due to former parent | ' | ' | 390 |
Accrued expenses and other current liabilities | -771 | -54 | 1,660 |
Deferred revenue | -29 | 359 | 89 |
Net cash used in operating activities | -2,380 | -1,128 | -67,850 |
Cash flows from investing activities: | ' | ' | ' |
Change in restricted cash | ' | ' | -50 |
Purchases of short-term investments | ' | ' | -46,532 |
Maturities of short-term investments | ' | ' | 43,497 |
Cash paid for purchase of equipment and furnishings | ' | ' | -838 |
Proceeds from disposal of equipment and furnishings | ' | ' | 32 |
Cash paid for lease deposit | ' | ' | -65 |
Net cash used in investing activities | ' | ' | -3,956 |
Cash flows from financing activities: | ' | ' | ' |
Cash contributions from Parent Company, net | ' | ' | 55,923 |
Proceeds from issuance of Series A convertible preferred stock | ' | ' | 8,500 |
Proceeds from issuance of convertible notes payable | ' | ' | 1,000 |
Net proceeds from the issuance of common stock | ' | 15,647 | 15,651 |
Proceeds from exercise of stock options | ' | ' | 5 |
Cash paid in lieu of fractional shares for 1:30 reverse stock split | ' | ' | -12 |
Proceeds from issuance of common stock in connection with employee stock purchase plan | ' | ' | 28 |
Repayments of capital lease obligations | ' | -3 | -279 |
Net cash provided by financing activities | ' | 15,644 | 80,816 |
Net increase (decrease) in cash and cash equivalents | -2,380 | 14,516 | 9,010 |
Cash and cash equivalents at the beginning of period | 11,390 | 5,127 | ' |
Cash and cash equivalents at end of period | 9,010 | 19,643 | 9,010 |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Cash received during the period for interest | 6 | ' | 754 |
Cash paid during the period for interest | ' | ' | 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 |
Accretion of Series A convertible preferred stock | ' | ' | 9,500 |
Conversion of notes payable into Series A convertible preferred stock | ' | ' | 1,000 |
Conversion of Series A and Series A-1 convertible preferred stock into common stock | 672 | ' | 1,330 |
Fair value of Series A and Series A-1 convertible preferred stock dividends | 1,755 | 3,547 | 13,680 |
Series A and Series A-1 convertible preferred stock dividends | 168 | 170 | 1,245 |
Exchange of Series A convertible preferred stock into Series A-1 convertible preferred stock | $3,000 | ' | $5,000 |
Condensed_Statements_of_Cash_F1
Condensed Statements of Cash Flows (Unaudited) (Parenthetical) | 3 Months Ended |
Mar. 31, 2014 | |
Statement Of Cash Flows [Abstract] | ' |
Reverse Stock Split Conversion Ratio | 0.033 |
Nature_of_Business_and_Basis_o
Nature of Business and Basis of Presentation | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Nature of Business and Basis of Presentation | ' | ||||||||
1. Nature of Business and Basis of Presentation | |||||||||
RXi Pharmaceuticals Corporation (“RXi” or the “Company”) is a biotechnology company focused on discovering, developing and commercializing innovative therapies based on its proprietary, next-generation RNAi platform. Therapeutics that use RNA interference, or “RNAi,” have great promise because of their ability to “silence,” or down-regulate, the expression of a specific gene that may be overexpressed in a disease condition. The Company’s first RNAi product candidate, RXI-109, commenced human clinical trials in 2012. RXI-109 targets connective tissue growth factor (“CTGF”), a key regulator of fibrosis and scar formation, and is initially being developed to reduce or inhibit scar formation in the skin following surgery. The Company’s pipeline includes a clinical program in anti-scarring, a pre-clinical program in ophthalmology and a discovery program to identify potential sd-rxRNA® lead compounds and targets from the RNAi-related assets acquired from OPKO Health, Inc. | |||||||||
Basis of Presentation | |||||||||
The accompanying condensed financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain information and footnote disclosures included in the Company’s annual financial statements have been condensed or omitted. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation of the condensed financial statements have been included. Interim results are not necessarily indicative of results for a full year. | |||||||||
Historical financial information from the period January 1, 2003 through September 23, 2011 included in the condensed financial statements for the cumulative period from inception (January 1, 2003) through March 31, 2014, has been “carved out” of the financial statements of the Company’s former parent company for such periods. Such financial information includes only our former parent company’s RNAi-related activities, assets and liabilities. | |||||||||
Uses of estimates in preparation of financial statements | |||||||||
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. | |||||||||
Cash and Cash Equivalents | |||||||||
The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts and certificates of deposit. | |||||||||
Restricted Cash | |||||||||
Restricted cash consists of certificates of deposit held by financial institutions as collateral for the Company’s 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. | |||||||||
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. | |||||||||
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. | |||||||||
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 the weighted average number of common shares outstanding and the impact of all dilutive potential common shares. There were no potential dilutive common shares for all periods presented. | |||||||||
The following table sets forth the potential common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive: | |||||||||
March 31 | |||||||||
2014 | 2013 | ||||||||
Options to purchase common stock | 2,581,268 | 2,128,266 | |||||||
Common stock underlying Series A and Series A-1 convertible preferred stock | 23,084,880 | 24,122,332 | |||||||
Warrants to purchase common stock | 4,615 | 4,615 | |||||||
Total | 25,670,763 | 26,255,213 | |||||||
Comprehensive Loss | |||||||||
The Company’s net loss is equal to its comprehensive loss for all periods presented. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
2. Fair Value Measurements | |||||||||||||||||
The Company follows the provisions of FASB ASC Topic 820, “Fair Value Measurements and Disclosures”. | |||||||||||||||||
The Company’s financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and are re-measured and reported at fair value at least annually using a fair value hierarchy that is broken down into three levels. Level inputs are as defined as follows: | |||||||||||||||||
Level 1 — quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||
Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. | |||||||||||||||||
Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. | |||||||||||||||||
The Company categorized its restricted cash, 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 | March 31, 2014 | Quoted | Significant | Unobservable | |||||||||||||
Prices in | Other | Inputs | |||||||||||||||
Active | Observable | (Level 3) | |||||||||||||||
Markets | Inputs | ||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Cash equivalents | $ | 3,000 | $ | — | $ | 3,000 | $ | — | |||||||||
Restricted cash | 50 | — | 50 | — | |||||||||||||
Short-term investments | 3,000 | — | 3,000 | $ | — | ||||||||||||
Total | $ | 6,050 | $ | — | $ | 6,050 | $ | — | |||||||||
Description | December 31, 2013 | Quoted | Significant | Unobservable | |||||||||||||
Prices in | Other | Inputs | |||||||||||||||
Active | Observable | (Level 3) | |||||||||||||||
Markets | Inputs | ||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Cash equivalents | $ | 9,500 | $ | — | $ | 9,500 | $ | — | |||||||||
Restricted cash | 50 | — | 50 | — | |||||||||||||
Short-term investments | 3,000 | — | 3,000 | $ | — | ||||||||||||
Total | $ | 12,550 | $ | — | $ | 12,550 | $ | — | |||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The carrying amounts reported in the balance sheet for cash equivalents, restricted cash, short-term investments and accounts payable approximate their fair values due to their short-term nature. |
Preferred_Stock
Preferred Stock | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Text Block [Abstract] | ' | ||||
Preferred Stock | ' | ||||
3. Preferred Stock | |||||
At March 31, 2014, 15,000 shares of Series A convertible preferred stock (“Series A Preferred Stock”), $0.0001 par value per share, were authorized for issuance. | |||||
The following table summarizes the Series A Preferred Stock activity for the three months ended March 31, 2014: | |||||
Issued and Outstanding at January 1, 2014 | 7,920 | ||||
Conversions of Series A Preferred Stock into common stock | (166 | ) | |||
Exchange of Series A Preferred Stock into Series A-1 Preferred Stock | (3,000 | ) | |||
Dividends issued on Series A Preferred Stock | 96 | ||||
Issued and Outstanding at March 31, 2014 | 4,850 | ||||
Accounting Treatment | |||||
The Series A Preferred Stock has been classified outside of permanent equity (within the mezzanine section between liabilities and equity on the condensed balance sheets) 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. The Company’s Series A-1 convertible preferred stock (the “Series A-1 Preferred Stock”) has the same rights, privileges and preferences as the Series A Preferred Stock, but does not provide for any potential payment in cash in the event that the Company has insufficient shares of common stock authorized to honor conversions. Accordingly, Series A-1 Preferred Stock is classified within permanent equity. The Series A-1 Preferred Stock are discussed further in Note 4 to the notes of the financial statements. | |||||
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. | |||||
Included in the Company’s net loss applicable to common shareholders related to the fair value of the Series A Preferred Stock dividends was $1,010,000 and $3,547,000 for the three months ended March 31, 2014 and 2013, respectively. | |||||
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. | |||||
During the three months ended March 31, 2014, 166 shares of Series A Preferred Stock were converted into 405,720 shares of common stock. | |||||
Exchange Transaction | |||||
On January 24, 2014, the Company entered into an exchange agreement (the “Exchange Agreement”) with Tang Capital Partners, L.P. (“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. As result of this transaction, the face value of the Series A Preferred Stock was reclassified as Series A-1 Preferred Stock in the Company’s condensed balance sheet as of March 31, 2014, which resulted in a corresponding increase in stockholder’s equity as of March 31, 2014. | |||||
Liquidation Preference | |||||
The “Liquidation Preference” with respect to a share of Series A Preferred Stock means an amount equal to the face amount of the shares plus all accrued and unpaid dividends on the Series A Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares). In the event of a liquidation, dissolution, or winding up, whether voluntary or involuntary, no distribution shall be made to the holders of any shares of capital stock of the Corporation (other than Senior Securities pursuant to the rights, preferences and privileges thereof) unless prior thereto the holders of shares of Series A Preferred Stock have received the Liquidation Preference with respect to each share then outstanding. | |||||
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. |
Stockholders_Equity
Stockholder's Equity | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Equity [Abstract] | ' | ||||
Stockholder's Equity | ' | ||||
4. Stockholder’s Equity | |||||
Series A-1 Preferred Stock | |||||
At March 31, 2014, 10,000 shares of Series A-1 Preferred Stock, $0.0001 par value per share, were authorized for issuance. On January 24, 2014, the Company filed a Certificate of Increase with the Secretary of State of the State of Delaware amending the Company’s previously filed Certificate of Designation for the Series A-1 Preferred Stock to increase the total number of shares of Series A-1 Preferred Stock authorized to 10,000 shares. The following table summarizes the Series A-1 Preferred Stock activity for the three months ended March 31, 2014: | |||||
Issued and Outstanding at January 1, 2014 | 2,054 | ||||
Conversion of Series A-1 Preferred Stock | (506 | ) | |||
Exchange of Series A Preferred Stock into Series A-1 Preferred Stock | 3,000 | ||||
Dividends issued on Series A-1 Preferred Stock | 72 | ||||
Issued and Outstanding at March 31, 2014 | 4,620 | ||||
Accounting Treatment | |||||
The Series A-1 Preferred Stock has been classified as 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. There are no other redemption triggering events related to the Series A-1 Preferred Stock that would require classification outside of permanent equity. | |||||
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. | |||||
Included in the Company’s net loss applicable to common shareholders related to the fair value of the Series A-1 Preferred Stock dividends was $745,000 for the three months ended March 31, 2014. | |||||
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. | |||||
During the three months ended March 31, 2014, 506 shares of Series A-1 Preferred Stock were converted into 1,233,402 shares of common stock. | |||||
Exchange Transaction | |||||
On January 24, 2014, the Company entered into the 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. As result of this transaction, the face value of the Series A-1 Preferred Stock was increased in the Company’s condensed balance sheet as of March 31, 2014, which resulted in a corresponding increase in stockholder’s equity as of March 31, 2014. | |||||
Liquidation Preference | |||||
The “Liquidation Preference” with respect to a share of Series A-1 Preferred Stock means an amount equal to the face amount of the shares plus all accrued and unpaid dividends on the Series A-1 Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares). In the event of a liquidation, dissolution, or winding up, whether voluntary or involuntary, no distribution shall be made to the holders of any shares of capital stock of the Corporation (other than Senior Securities pursuant to the rights, preferences and privileges thereof) unless prior thereto the holders of shares of Series A-1 Preferred Stock have received the Liquidation Preference with respect to each share then outstanding. The liquidation preference of the Series A Preferred Stock is pari passu with the liquidation preference of the Series A-1 Preferred Stock. | |||||
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 | |||||
The Company currently has authorized a total of 1,500,000,000 shares of common stock, $0.0001 par value per share, for issuance. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
5. Stock-Based Compensation | |||||||||||||||||
The Company follows the provisions of the FASB ASC Topic 718, “Compensation — Stock Compensation” (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees and non-employee directors including employee stock options. Stock compensation expense based on the grant date fair value estimated in accordance with the provisions of ASC 718 is recognized as an expense over the requisite service period. | |||||||||||||||||
For stock options granted as consideration for services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of FASB ASC Topic 505-50, “Equity Based Payments to Non-Employees”. Non-employee option grants that do not vest immediately upon grant are recorded as an expense over the requisite service period of the underlying stock options. At the end of each financial reporting period prior to vesting, the value of these options, as calculated using the Black-Scholes option-pricing model, will be re-measured using the fair value of the Company’s common stock and the non-cash compensation recognized during the period will be adjusted accordingly. Since the fair market value of options granted to non-employees is subject to change in the future, the amount of the future compensation expense will include fair value re-measurements until the stock options are fully vested. | |||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
The Company is currently using the Black-Scholes option-pricing model to determine the fair value of all its option grants. There were no option grants awarded during the three months ended March 31, 2013. For option grants issued in the three month period ended March 31, 2014, the following assumptions were used: | |||||||||||||||||
For the Three Months Ended | |||||||||||||||||
March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Weighted average risk-free interest rate | 2.96 | % | N/A | ||||||||||||||
Weighted average expected volatility | 106.64 | % | N/A | ||||||||||||||
Weighted average expected lives (years) | 9.83 | N/A | |||||||||||||||
Weighted average expected dividend yield | 0 | % | N/A | ||||||||||||||
Weighted average grant date fair value per share of options granted | $ | 4.62 | N/A | ||||||||||||||
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 was based upon the simplified method provided for under ASC 718-10 and the expected life assumptions for non-employees was 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 following table summarizes the activity of Company’s stock option plan for the period January 1, 2014 to March 31, 2014: | |||||||||||||||||
Total Number | Weighted- | Weighted- | Aggregate | ||||||||||||||
of Shares | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Per Share | Term | ||||||||||||||||
Balance at January 1, 2014 | 2,556,269 | $ | 3.47 | ||||||||||||||
Granted | 24,999 | 5.02 | |||||||||||||||
Exercised | — | — | |||||||||||||||
Cancelled | — | — | |||||||||||||||
Balance at March 31, 2014 | 2,581,268 | $ | 3.48 | 8.36 years | $ | 2,879,168 | |||||||||||
Exercisable at March 31, 2014 | 1,159,004 | $ | 3.32 | 8.25 years | $ | 1,341,673 | |||||||||||
Stock-based compensation expense for the three months ended March 31, 2014 and 2013 was approximately $491,000 and $628,000, respectively. Of this, the Company recognized approximately $37,000 and $52,000 of expense related to non-employee stock options for the same period. | |||||||||||||||||
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 Company is currently using the Black-Scholes option-pricing model to determine the fair value of the ESPP stock rights. There were no stock rights issued during the three months ended March 31, 2013. For stock rights issued in the three month period ended March 31, 2014, the following assumptions were used: | |||||||||||||||||
For the Three Months Ended | |||||||||||||||||
March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 0.09 | % | N/A | ||||||||||||||
Expected volatility | 94.99 | % | N/A | ||||||||||||||
Expected lives (years) | 0.5 | N/A | |||||||||||||||
Expected dividend yield | 0 | % | N/A | ||||||||||||||
Weighted average grant date fair value per share of options granted | $ | 0.88 | N/A | ||||||||||||||
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 Company recorded $6,600 of stock-based compensation expense for the three months ended March 31, 2014 related to the ESPP. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
6. Subsequent Events | |
On April 22, 2014, the Company entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”), pursuant to which the Company has the right to sell to LPC up to $20,000,000 in shares of the Company’s common stock, subject to certain limitations and conditions set forth therein, over the 30-month term of the Purchase Agreement. | |
Pursuant to the Purchase Agreement, on April 22, 2014, LPC purchased 500,000 shares of the Company’s common stock at $4.00 per share, with gross proceeds to the Company of $2,000,000 and the Company issued 100,000 shares of common stock to LPC as a commitment fee. |
Nature_of_Business_and_Basis_o1
Nature of Business and Basis of Presentation (Policies) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Basis of Presentation | ' | ||||||||
Basis of Presentation | |||||||||
The accompanying condensed financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain information and footnote disclosures included in the Company’s annual financial statements have been condensed or omitted. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation of the condensed financial statements have been included. Interim results are not necessarily indicative of results for a full year. | |||||||||
Historical financial information from the period January 1, 2003 through September 23, 2011 included in the condensed financial statements for the cumulative period from inception (January 1, 2003) through March 31, 2014, has been “carved out” of the financial statements of the Company’s former parent company for such periods. Such financial information includes only our former parent company’s RNAi-related activities, assets and liabilities. | |||||||||
Uses of estimates in preparation of financial statements | ' | ||||||||
Uses of estimates in preparation of financial statements | |||||||||
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. | |||||||||
Cash and Cash Equivalents | ' | ||||||||
Cash and Cash Equivalents | |||||||||
The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts and certificates of deposit. | |||||||||
Restricted Cash | ' | ||||||||
Restricted Cash | |||||||||
Restricted cash consists of certificates of deposit held by financial institutions as collateral for the Company’s 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. | |||||||||
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. | |||||||||
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. | |||||||||
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 the weighted average number of common shares outstanding and the impact of all dilutive potential common shares. There were no potential dilutive common shares for all periods presented. | |||||||||
The following table sets forth the potential common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive: | |||||||||
March 31 | |||||||||
2014 | 2013 | ||||||||
Options to purchase common stock | 2,581,268 | 2,128,266 | |||||||
Common stock underlying Series A and Series A-1 convertible preferred stock | 23,084,880 | 24,122,332 | |||||||
Warrants to purchase common stock | 4,615 | 4,615 | |||||||
Total | 25,670,763 | 26,255,213 | |||||||
Comprehensive Loss | ' | ||||||||
Comprehensive Loss | |||||||||
The Company’s net loss is equal to its comprehensive loss for all periods presented. |
Nature_of_Business_and_Basis_o2
Nature of Business and Basis of Presentation (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
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: | |||||||||
March 31 | |||||||||
2014 | 2013 | ||||||||
Options to purchase common stock | 2,581,268 | 2,128,266 | |||||||
Common stock underlying Series A and Series A-1 convertible preferred stock | 23,084,880 | 24,122,332 | |||||||
Warrants to purchase common stock | 4,615 | 4,615 | |||||||
Total | 25,670,763 | 26,255,213 | |||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
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 | March 31, 2014 | Quoted | Significant | Unobservable | |||||||||||||
Prices in | Other | Inputs | |||||||||||||||
Active | Observable | (Level 3) | |||||||||||||||
Markets | Inputs | ||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Cash equivalents | $ | 3,000 | $ | — | $ | 3,000 | $ | — | |||||||||
Restricted cash | 50 | — | 50 | — | |||||||||||||
Short-term investments | 3,000 | — | 3,000 | $ | — | ||||||||||||
Total | $ | 6,050 | $ | — | $ | 6,050 | $ | — | |||||||||
Description | December 31, 2013 | Quoted | Significant | Unobservable | |||||||||||||
Prices in | Other | Inputs | |||||||||||||||
Active | Observable | (Level 3) | |||||||||||||||
Markets | Inputs | ||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Cash equivalents | $ | 9,500 | $ | — | $ | 9,500 | $ | — | |||||||||
Restricted cash | 50 | — | 50 | — | |||||||||||||
Short-term investments | 3,000 | — | 3,000 | $ | — | ||||||||||||
Total | $ | 12,550 | $ | — | $ | 12,550 | $ | — | |||||||||
Preferred_Stock_Tables
Preferred Stock (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Text Block [Abstract] | ' | ||||
Summary of Series A Preferred Stock | ' | ||||
The following table summarizes the Series A Preferred Stock activity for the three months ended March 31, 2014: | |||||
Issued and Outstanding at January 1, 2014 | 7,920 | ||||
Conversions of Series A Preferred Stock into common stock | (166 | ) | |||
Exchange of Series A Preferred Stock into Series A-1 Preferred Stock | (3,000 | ) | |||
Dividends issued on Series A Preferred Stock | 96 | ||||
Issued and Outstanding at March 31, 2014 | 4,850 | ||||
Stockholders_Equity_Tables
Stockholder's Equity (Tables) (Series A-1 Convertible Preferred Stock [Member]) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Series A-1 Convertible Preferred Stock [Member] | ' | ||||
Summary of Series A-1 Preferred Stock | ' | ||||
The following table summarizes the Series A-1 Preferred Stock activity for the three months ended March 31, 2014: | |||||
Issued and Outstanding at January 1, 2014 | 2,054 | ||||
Conversion of Series A-1 Preferred Stock | (506 | ) | |||
Exchange of Series A Preferred Stock into Series A-1 Preferred Stock | 3,000 | ||||
Dividends issued on Series A-1 Preferred Stock | 72 | ||||
Issued and Outstanding at March 31, 2014 | 4,620 | ||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Schedule of Assumptions Used to Determine Fair Value of Option Grants | ' | ||||||||||||||||
The Company is currently using the Black-Scholes option-pricing model to determine the fair value of all its option grants. For option grants issued in the three month period ended March 31, 2014, the following assumptions were used: | |||||||||||||||||
For the Three Months Ended | |||||||||||||||||
March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Weighted average risk-free interest rate | 2.96 | % | N/A | ||||||||||||||
Weighted average expected volatility | 106.64 | % | N/A | ||||||||||||||
Weighted average expected lives (years) | 9.83 | N/A | |||||||||||||||
Weighted average expected dividend yield | 0 | % | N/A | ||||||||||||||
Weighted average grant date fair value per share of options granted | $ | 4.62 | N/A | ||||||||||||||
Summary of Stock Option Activity | ' | ||||||||||||||||
The following table summarizes the activity of Company’s stock option plan for the period January 1, 2014 to March 31, 2014: | |||||||||||||||||
Total Number | Weighted- | Weighted- | Aggregate | ||||||||||||||
of Shares | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Per Share | Term | ||||||||||||||||
Balance at January 1, 2014 | 2,556,269 | $ | 3.47 | ||||||||||||||
Granted | 24,999 | 5.02 | |||||||||||||||
Exercised | — | — | |||||||||||||||
Cancelled | — | — | |||||||||||||||
Balance at March 31, 2014 | 2,581,268 | $ | 3.48 | 8.36 years | $ | 2,879,168 | |||||||||||
Exercisable at March 31, 2014 | 1,159,004 | $ | 3.32 | 8.25 years | $ | 1,341,673 | |||||||||||
Schedule of Assumptions Used to Determine Fair Value of Employee Stock Purchase Plan Stock Rights | ' | ||||||||||||||||
The Company is currently using the Black-Scholes option-pricing model to determine the fair value of the ESPP stock rights. For stock rights issued in the three month period ended March 31, 2014, the following assumptions were used: | |||||||||||||||||
For the Three Months Ended | |||||||||||||||||
March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 0.09 | % | N/A | ||||||||||||||
Expected volatility | 94.99 | % | N/A | ||||||||||||||
Expected lives (years) | 0.5 | N/A | |||||||||||||||
Expected dividend yield | 0 | % | N/A | ||||||||||||||
Weighted average grant date fair value per share of options granted | $ | 0.88 | N/A |
Nature_of_Business_and_Basis_o3
Nature of Business and Basis of Presentation - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Description Of Business And Basis Of Presentation [Line Items] | ' | ' |
Debt instrument maturity period | 'Three months or less | ' |
Number of dilutive common shares | ' | ' |
Minimum [Member] | Certificates of Deposit [Member] | ' | ' |
Description Of Business And Basis Of Presentation [Line Items] | ' | ' |
Certificates of deposit, maturity period | '6 months | ' |
Maximum [Member] | Certificates of Deposit [Member] | ' | ' |
Description Of Business And Basis Of Presentation [Line Items] | ' | ' |
Certificates of deposit, maturity period | '1 year | ' |
Nature_of_Business_and_Basis_o4
Nature of Business and Basis of Presentation - Common Shares Excluded from Calculation of Net Loss Per Common Share (Detail) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total amount of anti-dilutive securities excluded from computation of earnings per share | 25,670,763 | 26,255,213 |
Stock Option [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 | 2,581,268 | 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 | 23,084,880 | 24,122,332 |
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 $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Restricted cash | $50 | $50 |
Short-term investments | 3,000 | 3,000 |
Fair Value, Measurements, Recurring [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | 3,000 | 9,500 |
Restricted cash | 50 | 50 |
Short-term investments | 3,000 | 3,000 |
Total | 6,050 | 12,550 |
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | ' | ' |
Restricted cash | ' | ' |
Short-term investments | ' | ' |
Total | ' | ' |
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | 3,000 | 9,500 |
Restricted cash | 50 | 50 |
Short-term investments | 3,000 | 3,000 |
Total | 6,050 | 12,550 |
Fair Value, Measurements, Recurring [Member] | Unobservable Inputs (Level 3) [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | ' | ' |
Restricted cash | ' | ' |
Short-term investments | ' | ' |
Total | ' | ' |
Preferred_Stock_Additional_Inf
Preferred Stock - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | ||||
Jan. 24, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | |
Series A Convertible Preferred Stock [Member] | ' | ' | ' | ' | ' | ' |
Temporary Equity [Line Items] | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | 15,000 | ' | ' | ' | ' |
Preferred stock, par value | ' | $0.00 | ' | ' | ' | ' |
Preferred stock, dividend rate per share | ' | ' | 7.00% | 7.00% | 7.00% | 7.00% |
Preferred stock, face amount | ' | ' | $1,000 | $1,000 | $1,000 | $1,000 |
Fair value of Series A Preferred Stock dividends | ' | $1,010,000 | ' | ' | ' | $3,547,000 |
Preferred stock, convertible to common stock | ' | 2,437.57 | ' | ' | ' | ' |
Percentage of affiliates owning shares | ' | 10.00% | ' | ' | ' | ' |
Conversion of Series A Preferred Stock into Common Shares | ' | 166 | ' | ' | ' | ' |
Number of common stock issuable on conversion of preferred stock per preferred stock | ' | 405,720 | ' | ' | ' | ' |
Shares of Series A Preferred Stock exchanged for Series A-1 Preferred Stock | ' | 3,000 | ' | ' | ' | ' |
Capital distribution | ' | ' | ' | ' | ' | ' |
Series A-1 Convertible Preferred Stock [Member] | ' | ' | ' | ' | ' | ' |
Temporary Equity [Line Items] | ' | ' | ' | ' | ' | ' |
Preferred stock, dividend rate per share | ' | ' | 7.00% | 7.00% | 7.00% | 7.00% |
Preferred stock, face amount | ' | ' | $1,000 | $1,000 | $1,000 | $1,000 |
Preferred stock, convertible to common stock | ' | 2,437.57 | ' | ' | ' | ' |
Percentage of affiliates owning shares | ' | 10.00% | ' | ' | ' | ' |
Conversion of Series A Preferred Stock into Common Shares | ' | 506 | ' | ' | ' | ' |
Number of common stock issuable on conversion of preferred stock per preferred stock | ' | 1,233,402 | ' | ' | ' | ' |
Shares of Series A Preferred Stock exchanged for Series A-1 Preferred Stock | 3,000 | 3,000 | ' | ' | ' | ' |
Preferred_Stock_Summary_of_Ser
Preferred Stock - Summary of Series A Preferred Stock (Detail) (Series A Convertible Preferred Stock [Member]) | 3 Months Ended |
Mar. 31, 2014 | |
Series A Convertible Preferred Stock [Member] | ' |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' |
Issued, Beginning Balance | 7,920 |
Outstanding, Beginning Balance | 7,920 |
Conversions of Series A Preferred Stock into common stock | -166 |
Exchange of Series A Preferred Stock into Series A-1 Preferred Stock | -3,000 |
Dividends issued on Series A Preferred Stock | 96 |
Issued, Ending Balance | 4,850 |
Outstanding, Ending Balance | 4,850 |
Stockholders_Equity_Additional
Stockholder's Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | ||||
Jan. 24, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' |
Preferred stock, par value, per share | ' | $0.00 | $0.00 | ' | ' | ' |
Preferred stock, shares authorized | ' | 10,000,000 | 10,000,000 | ' | ' | ' |
Common stock, shares authorized | ' | 1,500,000,000 | 1,500,000,000 | ' | ' | ' |
Common stock, par value | ' | $0.00 | $0.00 | ' | ' | ' |
Series A-1 Convertible Preferred Stock [Member] | ' | ' | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' |
Preferred stock, par value, per share | ' | $0.00 | ' | ' | ' | ' |
Preferred stock, shares authorized | 10,000 | 10,000 | ' | ' | ' | ' |
Preferred stock, dividend rate per share | ' | ' | 7.00% | 7.00% | 7.00% | 7.00% |
Preferred stock, face amount | ' | ' | $1,000 | $1,000 | $1,000 | $1,000 |
Fair value of Series A-1 Preferred Stock dividends | ' | $745,000 | ' | ' | ' | ' |
Percentage of affiliates owning shares | ' | 10.00% | ' | ' | ' | ' |
Preferred Stock convertible to common stock | ' | 2,437.57 | ' | ' | ' | ' |
Conversion of preferred stock into common shares | ' | 506 | ' | ' | ' | ' |
Number of common stock issuable on conversion of preferred stock per preferred stock | ' | 1,233,402 | ' | ' | ' | ' |
Shares of Series A Preferred Stock exchanged for Series A-1 Preferred Stock | 3,000 | 3,000 | ' | ' | ' | ' |
Capital distribution | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Summary_of
Stockholder's Equity - Summary of Series A -1 Preferred Stock (Detail) (Series A-1 Convertible Preferred Stock [Member]) | 0 Months Ended | 3 Months Ended |
Jan. 24, 2014 | Mar. 31, 2014 | |
Series A-1 Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Issued, Beginning Balance | ' | 2,054 |
Outstanding, Beginning Balance | ' | 2,054 |
Conversion of Series A-1 Preferred Stock | ' | -506 |
Exchange of Series A Preferred Stock into Series A-1 Preferred Stock | 3,000 | 3,000 |
Dividends issued on Series A-1 Preferred Stock | ' | 72 |
Issued, Ending Balance | ' | 4,620 |
Outstanding, Ending Balance | ' | 4,620 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | |
Jun. 07, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Option grants awarded during period | ' | 24,999 | ' |
Dividend yield | ' | 0.00% | ' |
Stock-based compensation expense | ' | $491,000 | 628,000 |
Non-Employee Stock Options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock-based compensation expense, non-employee stock options | ' | 37,000 | 52,000 |
Employee Stock Purchase Plan [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Dividend yield | ' | 0.00% | ' |
Percentage of common share offer price as to market price | 90.00% | ' | ' |
Maximum number of shares available for issuance | 50,000 | ' | ' |
Maximum number of shares available for issuance | 113,333 | ' | ' |
Increase in percentage of shares of outstanding stock available under ESPP | 1.00% | ' | ' |
Stock rights issued during period | ' | ' | ' |
Stock-based compensation expense related to the ESPP | ' | $6,600 | ' |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Assumptions Used to Determine Fair Value of Option Grants (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' |
Weighted average risk-free interest rate | 2.96% | ' |
Weighted average expected volatility | 106.64% | ' |
Weighted average expected lives (years) | '9 years 9 months 29 days | ' |
Weighted average expected dividend yield | 0.00% | ' |
Weighted average grant date fair value per share of options granted | $4.62 | ' |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Stock Option Activity (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' |
Total Number of Shares, Beginning Balance | 2,556,269 | ' |
Total Number of Shares, Granted | 24,999 | ' |
Total Number of Shares, Exercised | ' | ' |
Total Number of Shares, Cancelled | ' | ' |
Total Number of Shares, Ending Balance | 2,581,268 | ' |
Total Number of Shares, Exercisable | 1,159,004 | ' |
Weighted-Average Exercise Price Per Share, Beginning Balance | $3.47 | ' |
Weighted-Average Exercise Price Per Share, Granted | $5.02 | ' |
Weighted-Average Exercise Price Per Share, Exercised | ' | ' |
Weighted-Average Exercise Price Per Share, Cancelled | ' | ' |
Weighted-Average Exercise Price Per Share, Ending Balance | $3.48 | ' |
Weighted-Average Exercise Price Per Share, Exercisable | $3.32 | ' |
Weighted-Average Remaining Contractual Term, Ending Balance | '8 years 4 months 10 days | ' |
Weighted-Average Remaining Contractual Term, Exercisable | '8 years 3 months | ' |
Aggregate Intrinsic Value, Ending Balance | $2,879,168 | ' |
Aggregate Intrinsic Value, Exercisable | $1,341,673 | ' |
StockBased_Compensation_Schedu1
Stock-Based Compensation - Schedule of Assumptions Used to Determine Fair Value of Employee Stock Purchase Plan Stock Rights (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Risk-free interest rate | 2.96% | ' |
Expected lives (years) | '9 years 9 months 29 days | ' |
Expected dividend yield | 0.00% | ' |
Weighted average grant date fair value per share of options granted | $4.62 | ' |
Employee Stock Purchase Plan [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Risk-free interest rate | 0.09% | ' |
Expected volatility | 94.99% | ' |
Expected lives (years) | '6 months | ' |
Expected dividend yield | 0.00% | ' |
Weighted average grant date fair value per share of options granted | $0.88 | ' |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Lincoln Park Capital Fund, LLC [Member], Subsequent Events [Member], USD $) | 0 Months Ended |
Apr. 22, 2014 | |
Lincoln Park Capital Fund, LLC [Member] | Subsequent Events [Member] | ' |
Subsequent Event [Line Items] | ' |
Stock issued during period, value | $20,000,000 |
Stock issued during period, shares | 500,000 |
Stock issued during period, per share price | $4 |
Stock issued during period, gross proceeds | $2,000,000 |
Stock issued as a commitment fee, shares | 100,000 |