Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 06, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | RXII | |
Entity Registrant Name | RXi Pharmaceuticals Corp | |
Entity Central Index Key | 1,533,040 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 65,349,121 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 4,035 | $ 8,496 |
Restricted cash | 50 | 50 |
Short-term investments | 8,000 | |
Prepaid expenses and other current assets | 432 | 442 |
Total current assets | 12,517 | 8,988 |
Property and equipment, net | 162 | 183 |
Other assets | 18 | 18 |
Total assets | 12,697 | 9,189 |
Current liabilities: | ||
Accounts payable | 222 | 285 |
Accrued expenses and other current liabilities | 1,443 | 1,002 |
Deferred revenue | 47 | |
Total current liabilities | $ 1,665 | $ 1,334 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock | $ 0 | $ 0 |
Common stock, $0.0001 par value, 100,000,000 shares authorized; 64,949,121 and 21,984,272 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 6 | 2 |
Additional paid-in capital | 65,515 | 48,047 |
Accumulated deficit | (54,489) | (46,882) |
Total stockholders' equity | 11,032 | 2,745 |
Total liabilities, convertible preferred stock and stockholders' equity | $ 12,697 | 9,189 |
Series A Convertible Preferred Stock [Member] | ||
Convertible preferred stock: | ||
Series A convertible preferred stock, $0.0001 par value, 15,000 shares authorized; 0 and 5,110 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively (at liquidation value) | 5,110 | |
Series A-1 Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock | $ 1,578 |
Condensed Balance Sheets (Unau3
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 64,949,121 | 21,984,272 |
Common stock, shares outstanding | 64,949,121 | 21,984,272 |
Series A Convertible Preferred Stock [Member] | ||
Series A Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Series A Preferred Stock, shares authorized | 15,000 | 15,000 |
Series A Preferred Stock, shares issued | 0 | 5,110 |
Series A Preferred Stock, shares outstanding | 0 | 5,110 |
Series A-1 Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Series A-1 Preferred Stock, shares issued | 0 | 1,578 |
Series A-1 Preferred Stock, shares outstanding | 0 | 1,578 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Income Statement [Abstract] | |||||
Revenue | $ 16 | $ 34 | $ 57 | ||
Operating expenses: | |||||
Research and development | [1] | $ 1,734 | 1,459 | 5,202 | 4,118 |
General and administrative | [1] | 770 | 766 | 2,447 | 2,459 |
Total operating expenses | 2,504 | 2,225 | 7,649 | 6,577 | |
Operating loss | (2,504) | (2,209) | (7,615) | (6,520) | |
Other income | |||||
Interest income, net | 8 | 4 | 10 | 15 | |
Other income (expense), net | (1) | (2) | 9 | ||
Total other income | 8 | 3 | 8 | 24 | |
Net loss | (2,496) | (2,206) | (7,607) | (6,496) | |
Series A and Series A-1 convertible preferred stock dividends | (700) | (209) | (3,668) | ||
Net loss applicable to common stockholders | $ (2,496) | $ (2,906) | $ (7,816) | $ (10,164) | |
Net loss per common share applicable to common stockholders: | |||||
Basic and diluted | $ (0.04) | $ (0.17) | $ (0.18) | $ (0.69) | |
Weighted average common shares: basic and diluted | 64,949,121 | 17,494,109 | 44,451,927 | 14,726,417 | |
[1] | Non-cash stock-based compensation expenses included in operating expenses are as follows: Research and development $ 204 $ 206 $ 378 $ 416 General and administrative 244 251 481 532 |
Condensed Statements of Operat5
Condensed Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Research and Development [Member] | ||||
Non-cash stock-based compensation expenses | $ 174 | $ 216 | $ 552 | $ 632 |
General and Administrative [Member] | ||||
Non-cash stock-based compensation expenses | $ 211 | $ 238 | $ 691 | $ 770 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (7,607) | $ (6,496) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 60 | 68 |
Gain on disposal of equipment | (10) | |
Non-cash stock-based compensation | 1,243 | 1,402 |
Fair value of common stock issued in exchange for patent and technology rights | 228 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 10 | (207) |
Accounts payable | (63) | (26) |
Accrued expenses and other current liabilities | 441 | (837) |
Deferred revenue | (47) | (57) |
Net cash used in operating activities | (5,735) | (6,163) |
Cash flows from investing activities: | ||
Purchase of short-term investments | (8,000) | (5,000) |
Maturities of short-term investments | 3,000 | |
Cash paid for purchase of property and equipment | (39) | (86) |
Proceeds from disposal of property and equipment | 12 | |
Net cash used in investing activities | (8,039) | (2,074) |
Cash flows from financing activities: | ||
Net proceeds from the issuance of common stock | 9,266 | 1,947 |
Proceeds from the issuance of common stock upon the exercise of warrants | 16 | |
Proceeds from the issuance of common stock in connection with the employee stock purchase plan | 31 | 30 |
Net cash provided by financing activities | 9,313 | 1,977 |
Net decrease in cash and cash equivalents | (4,461) | (6,260) |
Cash and cash equivalents at the beginning of period | 8,496 | 11,390 |
Cash and cash equivalents at the end of period | 4,035 | 5,130 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Exchange of Series A convertible preferred stock into Series A-1 convertible preferred stock | 2,000 | 3,000 |
Conversion of Series A and Series A-1 convertible preferred stock into common stock | 6,814 | 3,582 |
Fair value of Series A and Series A-1 convertible preferred stock dividends | 209 | 3,668 |
Series A and Series A-1 convertible preferred stock dividends | $ 126 | $ 447 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation RXi Pharmaceuticals Corporation (“ RXi we our Company ® 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 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 instruments with an original maturity of three months or less to be cash equivalents. Cash equivalents consist primarily of amounts invested in 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 Short-term investments consist of certificates of deposit with original maturities ranging from 3 months to 1 year. Revenue Recognition The principal source of revenue consists of government research grants. Revenue is recognized 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. Payments 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, subject-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 subjects 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 ASC Compensation — Stock Compensation ASC 718 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 Net Loss per Share The Company accounts for and discloses net loss per share attributable to common stockholders in accordance with FASB ASC Topic 260, “ Earnings per Share.” Comprehensive Loss The Company’s net loss is equal to its comprehensive loss for all periods presented. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ ASU “Revenue from Contracts with Customers (Topic 606) ” |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | 3. Net Loss per Share Attributable to Common Stockholders The following table sets forth the potential common shares excluded from the calculation of net loss per common share attributable to common stockholders because their inclusion would be anti-dilutive: September 30, 2015 2014 Options to purchase common stock 3,308,761 2,987,264 Common stock underlying Series A and Series A-1 convertible preferred stock — 16,743,495 Warrants to purchase common stock 25,969,615 4,615 Total 29,278,376 19,735,374 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
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,” 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 the applicable 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 September 30, 2015 Quoted Prices In Active Markets (Level 1) Other Significant Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Restricted cash $ 50 $ — $ 50 $ — Cash equivalents 1,500 — 1,500 — Short-term investments 8,000 — 8,000 — Total $ 9,550 $ — $ 9,550 $ — Description December 31, 2014 Quoted Prices In Active Markets (Level 1) Other Significant Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Restricted cash $ 50 $ — $ 50 $ — Cash equivalents 4,000 — 4,000 — Total $ 4,050 $ — $ 4,050 $ — Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for restricted cash, cash equivalents, short-term investments, accounts payable and accrued expenses approximate their fair values due to their short-term nature. |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2015 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | 5. Convertible Preferred Stock As of September 30, 2015, the Company had authorized for issuance a total of 15,000 shares of Series A convertible preferred stock (“ Series A Preferred Stock Charter Dividends On May 22, 2015, the Company entered into an agreement (the “ Acceleration and Conversion Agreement TCP There were no dividends paid on the Series A Preferred Stock during the three months ended September 30, 2015, as all outstanding shares of Series A Preferred Stock were converted into common stock on May 27, 2015. The Company paid dividends in additional shares of Series A Preferred Stock of 87 shares for the three months ended September 30, 2014. Included in the Company’s net loss applicable to common shareholders related to the fair value of the Series A Preferred Stock dividends was $421,000 for the three months ended September 30, 2014. The Company paid dividends in additional shares of Series A Preferred Stock of 105 and 268 shares for the nine months ended September 30, 2015 and 2014, respectively. Included in the Company’s net loss applicable to common shareholders related to the fair value of the Series A Preferred Stock dividends was $172,000 and $2,056,000 for the nine months ended September 30, 2015 and 2014, respectively. Conversion There were no conversions of the Series A Preferred Stock during the three months ended September 30, 2015, as all remaining outstanding shares of Series A Preferred Stock were converted into common stock on May 27, 2015. During the three months ended September 30, 2014, there were no shares of Series A Preferred Stock converted into shares of common stock. During the nine months ended September 30, 2015, 3,215 shares of Series A Preferred Stock were converted into 7,837,400 shares of common stock and during the nine months ended September 30, 2014, 166 shares of Series A Preferred Stock were converted into 405,720 shares of common stock. |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholder's Equity | 6. Stockholders’ Equity The Company currently has authorized for issuance 100,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. Series A-1 Preferred Stock As of September 30, 2015, the Company had authorized for issuance a total of 10,000 shares of Series A-1 convertible preferred stock (“ Series A-1 Preferred Stock Dividends On May 22, 2015, the Company entered into the Acceleration and Conversion Agreement with TCP pursuant to which the Company and TCP agreed to accelerate the next dividend payment date from June 30, 2015 to no later than May 29, 2015, and upon payment of such dividend immediately convert the dividend shares into common stock. In connection therewith, the dividend payment date was accelerated to May 27, 2015. There were no Series A-1 Preferred Shares outstanding after such date. There were no dividends paid on the Series A-1 Preferred Stock during the three months ended September 30, 2015, as all outstanding shares of Series A-1 Preferred Stock were converted into common stock on May 27, 2015. The Company paid dividends in additional shares of Series A-1 Preferred Stock of 57 shares for the three months ended September 30, 2014. 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 $279,000 for the three months ended September 30, 2014. The Company paid dividends in additional shares of Series A-1 Preferred Stock of 21 and 209 shares for the nine months ended September 30, 2015 and 2014, respectively. 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 $37,000 and $1,612,000 for the nine months ended September 30, 2015 and 2014, respectively. Conversion There were no conversions of the Series A-1 Preferred Stock during the three months ended September 30, 2015, as all remaining outstanding shares of Series A-1 Preferred Stock were converted into common stock on May 27, 2015. During the three months ended September 30, 2014, 2,557 shares of Series A-1 Preferred Stock were converted into 6,232,862 shares of common stock. During the nine months ended September 30, 2015, 3,599 shares of Series A-1 Preferred Stock were converted into 8,772,903 shares of common stock and during the nine months ended September 30, 2014, 3,416 shares of Series A-1 Preferred Stock were converted into 8,326,721 shares of common stock. Common Stock Hapten License Agreement On December 17, 2014, the Company entered into an assignment and exclusive license agreement, (the “ Hapten Assignment and License Agreement Hapten Lincoln Park Capital Equity Line During the nine months ended September 30, 2015, the Company sold a total of 50,000 shares of common stock for net proceeds of approximately $64,000 to Lincoln Park Capital Fund, LLC (“ LPC LPC Purchase Agreement June 2015 Public Offering On June 2, 2015, the Company sold a total of 26,000,000 units at a price of $0.40 per unit in a public offering (the “ Offering Overallotment Purchase Rights Warrants The Company first assessed the Overallotment Purchase Rights and the Warrants under FASB ASC Topic 480 (“ ASC 480 ASC 815 No warrants were exercised during the three months ended September 30, 2015. During the nine months ended September 30, 2015, 35,000 warrants were exercised for gross proceeds of $16,000. Refer to the Series A Preferred Stock and Series A-1 Preferred Stock conversions described above in this Note and Note 5 for shares issued as a result of the conversions of Series A and Series A-1 Preferred Stock during the three and nine months ended September 30, 2015 and 2014, respectively. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | 7. Stock-based Compensation Stock-based Compensation The Company uses the Black-Scholes option-pricing model to determine the fair value of all its option grants. For valuing options granted during the three and nine months ended September 30, 2015 and 2014, the following assumptions were used: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Risk-free interest rate 1.82 – 2.43% 2.52 % 1.47 – 2.43% 1.60 – 2.73% Expected volatility 85.29 – 116.81% 103.47% 85.29 – 116.81% 97.91 – 107.01% Weighted average expected volatility 107.49% 103.47% 89.43% 101.50% Expected lives (in years) 6.25 – 10.0 10.0 5.20 – 10.0 5.20 – 10.0 Expected dividend yield 0.00% 0.00% 0.00% 0.00% The weighted average fair value of options granted during the three month periods ended September 30, 2015 and 2014 was $0.44 and $2.71, respectively. The weighted average fair value of options granted during the nine month periods ended September 30, 2015 and 2014 was $0.41 and $2.46, 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 was based upon the simplified method provided for under ASC 718 and the expected life assumption 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 the Company’s stock option plan for the period from January 1, 2015 to September 30, 2015: Total Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Balance at January 1, 2015 3,000,264 $ 3.39 Granted 390,164 0.55 Exercised — — Cancelled (81,667 ) 3.07 Balance at September 30, 2015 3,308,761 $ 3.06 7.39 years $ — Exercisable at September 30, 2015 2,376,045 $ 3.33 7.00 years $ — Stock-based compensation expense for the three months ended September 30, 2015 and 2014 was approximately $385,000 and $454,000, respectively. Of this, the Company recognized approximately $3,100 and $24,000 of expense related to non-employee stock options for the same respective periods. Stock-based compensation expense for the nine months ended September 30, 2015 and 2014 was approximately $1,243,000 and $1,402,000 respectively. Of this, the Company recognized approximately $18,700 of income and $71,000 of expense related to non-employee stock options for the same respective periods. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. Subsequent Events Subsequent to September 30, 2015, 400,000 Overallotment Purchase Rights were exercised for gross proceeds of $182,000. On November 6, 2015, the Company filed a Certificate Eliminating the Series A Convertible Preferred Stock from the Certificate of Incorporation of the Company and a Certificate Eliminating the Series A-1 Convertible Preferred Stock from the Certificate of Incorporation of the Company (together, the “ Certificates of Elimination |
Nature of Business and Basis 15
Nature of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
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 |
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 instruments with an original maturity of three months or less to be cash equivalents. Cash equivalents consist primarily of amounts invested in 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 Short-term investments consist of certificates of deposit with original maturities ranging from 3 months to 1 year. |
Revenue Recognition | Revenue Recognition The principal source of revenue consists of government research grants. Revenue is recognized 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. Payments 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, subject-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 subjects 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 ASC Compensation — Stock Compensation ASC 718 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 |
Net Loss per Share | Net Loss per Share The Company accounts for and discloses net loss per share attributable to common stockholders in accordance with FASB ASC Topic 260, “ Earnings per Share.” |
Comprehensive Loss | Comprehensive Loss The Company’s net loss is equal to its comprehensive loss for all periods presented. |
Net Loss per Share Attributab16
Net Loss per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Common Shares Excluded from the Calculation of Net Loss per Common Share Attributable to Common Stockholders | The following table sets forth the potential common shares excluded from the calculation of net loss per common share attributable to common stockholders because their inclusion would be anti-dilutive: September 30, 2015 2014 Options to purchase common stock 3,308,761 2,987,264 Common stock underlying Series A and Series A-1 convertible preferred stock — 16,743,495 Warrants to purchase common stock 25,969,615 4,615 Total 29,278,376 19,735,374 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Financial assets measured at fair value on a recurring basis are summarized as follows, in thousands: Description September 30, 2015 Quoted Prices In Active Markets (Level 1) Other Significant Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Restricted cash $ 50 $ — $ 50 $ — Cash equivalents 1,500 — 1,500 — Short-term investments 8,000 — 8,000 — Total $ 9,550 $ — $ 9,550 $ — Description December 31, 2014 Quoted Prices In Active Markets (Level 1) Other Significant Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Restricted cash $ 50 $ — $ 50 $ — Cash equivalents 4,000 — 4,000 — Total $ 4,050 $ — $ 4,050 $ — |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Assumptions Used to Determine Fair Value of Option Grants | The Company uses the Black-Scholes option-pricing model to determine the fair value of all its option grants. For valuing options granted during the three and nine months ended September 30, 2015 and 2014, the following assumptions were used: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Risk-free interest rate 1.82 – 2.43% 2.52 % 1.47 – 2.43% 1.60 – 2.73% Expected volatility 85.29 – 116.81% 103.47% 85.29 – 116.81% 97.91 – 107.01% Weighted average expected volatility 107.49% 103.47% 89.43% 101.50% Expected lives (in years) 6.25 – 10.0 10.0 5.20 – 10.0 5.20 – 10.0 Expected dividend yield 0.00% 0.00% 0.00% 0.00% |
Summary of Stock Option Activity | The following table summarizes the activity of the Company’s stock option plan for the period from January 1, 2015 to September 30, 2015: Total Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Balance at January 1, 2015 3,000,264 $ 3.39 Granted 390,164 0.55 Exercised — — Cancelled (81,667 ) 3.07 Balance at September 30, 2015 3,308,761 $ 3.06 7.39 years $ — Exercisable at September 30, 2015 2,376,045 $ 3.33 7.00 years $ — |
Nature of Business and Basis 19
Nature of Business and Basis of Presentation - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015 | |
Cash and Cash Equivalents [Member] | |
Description of Business and Basis of Presentation [Line Items] | |
Liquid instrument maturity period | Three months or less |
Short-term Investments [Member] | |
Description of Business and Basis of Presentation [Line Items] | |
Liquid instrument maturity period | 3 months to 1 year |
Net Loss per Share Attributab20
Net Loss per Share Attributable to Common Stockholders - Common Shares Excluded from Calculation of Net Loss per Common Share Attributable to Common Stockholders (Detail) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 29,278,376 | 19,735,374 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 3,308,761 | 2,987,264 |
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 | 16,743,495 | |
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 | 25,969,615 | 4,615 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurements (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Assets: | ||
Restricted cash | $ 50 | $ 50 |
Short-term investments | 8,000 | |
Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Restricted cash | 50 | 50 |
Cash equivalents | 1,500 | 4,000 |
Short-term investments | 8,000 | |
Total | 9,550 | 4,050 |
Fair Value, Measurements, Recurring [Member] | Other Significant Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Restricted cash | 50 | 50 |
Cash equivalents | 1,500 | 4,000 |
Short-term investments | 8,000 | |
Total | $ 9,550 | $ 4,050 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Class of Stock [Line Items] | |||||
Number of common stock issued upon conversion of convertible instrument | 0 | 35,000 | |||
Series A Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Series A Preferred Stock, shares authorized | 15,000 | 15,000 | 15,000 | ||
Series A Preferred Stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Series A Preferred Stock, shares outstanding | 0 | 0 | 5,110 | ||
Dividends issued on Preferred Stock | 0 | 87 | 105 | 268 | |
Fair value of Series A Preferred Stock dividends | $ 421,000 | $ 172,000 | $ 2,056,000 | ||
Conversions of preferred stock into common shares | 0 | 0 | 3,215 | 166 | |
Preferred stock, accelerated dividend payment date | May 27, 2015 | ||||
Series A Convertible Preferred Stock [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Number of common stock issued upon conversion of convertible instrument | 7,837,400 | 405,720 | |||
Tang Capital Partners, L.P. ("TCP") [Member] | |||||
Class of Stock [Line Items] | |||||
Dividend payment terms | On May 22, 2015, the Company entered into an agreement (the “Acceleration and Conversion Agreement”) with Tang Capital Partners, L.P. (“TCP”) pursuant to which the Company and TCP agreed to accelerate the next dividend payment date from June 30, 2015 to no later than May 29, 2015, and upon payment of such dividend immediately convert the dividend shares into common stock. In connection therewith, the dividend payment date was accelerated to May 27, 2015. There were no Series A Preferred Shares outstanding after the completion of the Acceleration and Conversion Agreement. |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - USD ($) | Jun. 02, 2015 | Feb. 04, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Fair value of Series A and Series A-1 Preferred Stock dividends | $ 700,000 | $ 209,000 | $ 3,668,000 | |||||
Number of common stock issued upon conversion of convertible instrument | 0 | 35,000 | ||||||
Research and development expenses | $ 228,000 | |||||||
Net proceeds from the issuance of common stock | $ 9,200,000 | 9,266,000 | $ 1,947,000 | |||||
Units issued, shares | 26,000,000 | |||||||
Sale of units, price per unit | $ 0.40 | |||||||
Description of transaction | Each unit consists of one share of common stock, a 13-month overallotment purchase right to purchase one-half of one share of common stock at a price of $0.455 per full share of common stock (the "Overallotment Purchase Rights") and a five-year warrant to purchase one-half of one share of common stock at a price of $0.52 per full share of common stock (the "Warrants"). | |||||||
Gross proceeds from public offering | $ 10,400,000 | |||||||
Gross proceeds from warrants exercised | $ 16,000 | |||||||
Series A-1 Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares authorized | 10,000 | 10,000 | 10,000 | |||||
Series A-1 Preferred Stock, shares outstanding | 0 | 0 | 1,578 | |||||
Dividends issued on Preferred Stock | 0 | 57 | 21 | 209 | ||||
Fair value of Series A and Series A-1 Preferred Stock dividends | $ 279,000 | $ 37,000 | $ 1,612,000 | |||||
Conversion of preferred stock into common shares | 0 | 2,557 | 3,599 | 3,416 | ||||
Preferred stock, accelerated dividend payment date | May 27, 2015 | |||||||
Tang Capital Partners, L.P. ("TCP") [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Dividend payment terms | On May 22, 2015, the Company entered into an agreement (the “Acceleration and Conversion Agreement”) with Tang Capital Partners, L.P. (“TCP”) pursuant to which the Company and TCP agreed to accelerate the next dividend payment date from June 30, 2015 to no later than May 29, 2015, and upon payment of such dividend immediately convert the dividend shares into common stock. In connection therewith, the dividend payment date was accelerated to May 27, 2015. There were no Series A Preferred Shares outstanding after the completion of the Acceleration and Conversion Agreement. | |||||||
Hapten Pharmaceuticals, LLC [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
License fee | $ 100,000 | $ 100,000 | ||||||
Research and development expenses | $ 228,000 | |||||||
Common Stock [Member] | Series A-1 Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock issued upon conversion of convertible instrument | 6,232,862 | 8,772,903 | 8,326,721 | |||||
Common Stock [Member] | Hapten Pharmaceuticals, LLC [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares issued | 200,000 | |||||||
Common Stock [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares issued | 50,000 | |||||||
Net proceeds from the issuance of common stock | $ 0 | $ 64,000 | ||||||
Overallotment Purchase Rights [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock, price per share | $ 0.455 | |||||||
Warrants to Purchase Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock, price per share | $ 0.52 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Assumptions Used to Determine Fair Value of Option Grants (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate, Minimum | 1.82% | 1.47% | 1.60% | |
Risk-free interest rate, Maximum | 2.43% | 2.43% | 2.73% | |
Risk-free interest rate | 2.52% | |||
Expected volatility, Minimum | 85.29% | 85.29% | 97.91% | |
Expected volatility, Maximum | 116.81% | 116.81% | 107.01% | |
Expected volatility | 103.47% | |||
Weighted average expected volatility | 107.49% | 103.47% | 89.43% | 101.50% |
Expected lives (in years) | 10 years | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected lives (in years) | 6 years 3 months | 5 years 2 months 12 days | 5 years 2 months 12 days | |
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected lives (in years) | 10 years | 10 years | 10 years |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Weighted average grant date fair value per share of options granted | $ 0.44 | $ 2.71 | $ 0.41 | $ 2.46 |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Stock-based compensation expense | $ 385,000 | $ 454,000 | $ 1,243,000 | $ 1,402,000 |
Nonemployee share based compensation expense (income) | $ 3,100 | $ 24,000 | $ (18,700) | $ 71,000 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Option Activity (Detail) | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Total Number of Shares, Beginning Balance | 3,000,264 |
Total Number of Shares, Granted | 390,164 |
Total Number of Shares, Exercised | 0 |
Total Number of Shares, Cancelled | (81,667) |
Total Number of Shares, Ending Balance | 3,308,761 |
Total Number of Shares, Exercisable | 2,376,045 |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ / shares | $ 3.39 |
Weighted-Average Exercise Price Per Share, Granted | $ / shares | 0.55 |
Weighted-Average Exercise Price Per Share, Exercised | $ / shares | 0 |
Weighted-Average Exercise Price Per Share, Cancelled | $ / shares | 3.07 |
Weighted-Average Exercise Price Per Share, Ending Balance | $ / shares | 3.06 |
Weighted-Average Exercise Price Per Share, Exercisable | $ / shares | $ 3.33 |
Weighted-Average Remaining Contractual Term, Ending Balance | 7 years 4 months 21 days |
Weighted-Average Remaining Contractual Term, Exercisable | 7 years |
Aggregate Intrinsic Value, Ending Balance | $ | $ 0 |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Oct. 01, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Nov. 12, 2015 |
Subsequent Event [Line Items] | ||||
Number of overallotment purchase rights exercised | 0 | 35,000 | ||
Gross proceeds from purchase rights exercised | $ 16,000 | |||
Subsequent Events [Member] | Series A Convertible Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Preferred Stock, shares eliminated | 15,000 | |||
Subsequent Events [Member] | Series A-1 Convertible Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Preferred Stock, shares eliminated | 10,000 | |||
Overallotment Purchase Rights [Member] | Subsequent Events [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of overallotment purchase rights exercised | 400,000 | |||
Gross proceeds from purchase rights exercised | $ 182,000 |