Phio Pharmaceuticals (PHIO) 10-K 30 Mar 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Mar. 15, 2017	Jun. 30, 2016
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	FY
Trading Symbol	RXII
Entity Registrant Name	RXi Pharmaceuticals Corp
Entity Central Index Key	1,533,040
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		22,045,481
Entity Public Float			$ 14,012,770

Balance Sheets

Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 12,906	$ 5,117
Restricted cash	50	50
Short-term investments		5,500
Prepaid expenses	150	311
Total current assets	13,106	10,978
Property and equipment, net of accumulated depreciation of $831 and $778, in 2016 and 2015, respectively	114	163
Notes receivable	150
Other assets	27	18
Total assets	13,397	11,159
Current liabilities:
Accounts payable	917	1,163
Accrued expenses	1,625	1,106
Total current liabilities	2,542	2,269
Commitments and contingencies (Note 8)
Stockholders' equity:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized at December 31, 2016 and 2015
Common stock, $0.0001 par value, 100,000,000 shares authorized; 13,003,179 and 6,534,846 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively	1	1
Additional paid-in capital	73,428	65,994
Accumulated deficit	(66,099)	(57,105)
Total stockholders' equity	10,855	8,890
Total liabilities and stockholders' equity	13,397	$ 11,159
Series B Convertible Preferred Stock [Member]
Stockholders' equity:
Series B convertible preferred stock, $0.0001 par value; 8,100 shares authorized; 5,737 shares issued and outstanding at December 31, 2016 (at fair value)	3,525
Total stockholders' equity	$ 3,525

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Accumulated depreciation	$ 831	$ 778
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	13,003,179	6,534,846
Common stock, shares outstanding	13,003,179	6,534,846
Series B Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.0001
Series B convertible preferred stock, shares authorized	8,100
Series B convertible preferred stock, shares issued	5,737
Series B convertible preferred stock, shares outstanding	5,737

Statements of Operations

Statements of Operations - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016	Dec. 31, 2015
Income Statement [Abstract]
Net revenues		$ 19	$ 34
Operating expenses:
Research and development	[1]	5,415	6,925
General and administrative	[1]	3,619	3,346
Total operating expenses		9,034	10,271
Operating loss		(9,015)	(10,237)
Other income (expense):
Interest income, net		15	16
Other income (expense), net		6	(2)
Total other income		21	14
Loss before income taxes		(8,994)	(10,223)
Provision for income taxes		0	0
Net loss		(8,994)	(10,223)
Accretion of convertible preferred stock and dividends		(2,075)	(209)
Net loss applicable to common stockholders		$ (11,069)	$ (10,432)
Net loss per common share applicable to common stockholders:
Basic and diluted		$ (1.64)	$ (2.10)
Weighted average common shares: basic and diluted		6,746,080	4,970,382
[1]	Non-cash stock-based compensation expenses included in operating expenses are as follows: Research and development $ 243 $ 632 General and administrative $ 513 $ 903

Statements of Operations (Paren

Statements of Operations (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Research and Development Expenses [Member]
Non-cash stock-based compensation expenses	$ 243	$ 632
General and Administrative Expenses [Member]
Non-cash stock-based compensation expenses	$ 513	$ 903

Statements of Convertible Prefe

Statements of Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands	Total	Series A Convertible Preferred Stock [Member]	Series A-1 Convertible Preferred Stock [Member]	Series B Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid in Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2014	$ 2,745		$ 1,578			$ 48,049	$ (46,882)
Series A convertible preferred stock, Beginning balance at Dec. 31, 2014		$ 5,110
Beginning balance, shares at Dec. 31, 2014			1,578		2,198,427
Series A convertible preferred stock, Beginning balance, shares at Dec. 31, 2014		5,110
Issuance of common stock under Lincoln Park Capital, LLC purchase agreement	64					64
Issuance of common stock under Lincoln Park Capital, LLC purchase agreement, shares					5,000
Issuance of common stock in exchange for patent and technology rights	228					228
Issuance of common stock in exchange for patent and technology rights, shares					20,000
Issuance of securities in connection with public offering, net of offering costs	9,202				$ 1	9,201
Issuance of securities in connection with public offering, shares					2,600,000
Issuance of common stock under employee stock purchase plan	31					31
Issuance of common stock under employee stock purchase plan, shares					6,889
Issuance of common stock upon exercise of warrants in connection with public offering	198					198
Issuance of common stock upon exercise of warrants in connection with public offering, shares					43,500
Stock-based compensation expense	1,535					1,535
Dividends issued on Series A and Series A-1 convertible preferred stock	104	$ 105	$ 21			83
Dividends issued on Series A and Series A-1 convertible preferred stock, shares		105	21
Fair value of Series A and Series A-1 convertible preferred stock dividends	(209)					(209)
Exchange of Series A convertible preferred stock into Series A-1 convertible preferred stock	2,000	$ (2,000)	$ 2,000
Exchange of Series A convertible preferred stock into Series A-1 convertible preferred stock, shares		(2,000)	2,000
Conversions of convertible preferred stock into common stock	$ 3,215	$ (3,215)	$ (3,599)			6,814
Conversions of convertible preferred stock into common stock, shares	43,500	(3,215)	(3,599)		1,661,030
Net loss	$ (10,223)						(10,223)
Ending balance at Dec. 31, 2015	8,890				$ 1	65,994	(57,105)
Ending balance, shares at Dec. 31, 2015					6,534,846
Issuance of common stock under Lincoln Park Capital, LLC purchase agreement	152					152
Issuance of common stock under Lincoln Park Capital, LLC purchase agreement, shares					65,000
Issuance of common stock and warrants in connection with 2016 public offering	2,987					2,987
Issuance of common stock and warrants in connection with 2016 public offering, shares					3,797,777
Issuance of Series B convertible preferred stock and warrants in connection with 2016 public offering	7,064			$ 4,966		2,098
Issuance of Series B convertible preferred stock and warrants in connection with 2016 public offering, shares				8,082
Beneficial conversion feature related to Series B convertible preferred stock				$ (2,075)		2,075
Accretion of beneficial conversion feature related to Series B convertible preferred stock				2,075		(2,075)
Stock-based compensation expense	$ 756					756
Conversions of convertible preferred stock into common stock				$ (1,441)		1,441
Conversions of convertible preferred stock into common stock, shares	0			(2,345)	2,605,556
Net loss	$ (8,994)						(8,994)
Ending balance at Dec. 31, 2016	$ 10,855			$ 3,525	$ 1	$ 73,428	$ (66,099)
Ending balance, shares at Dec. 31, 2016				5,737	13,003,179

Statements of Convertible Pref7

Statements of Convertible Preferred Stock and Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Offering costs		$ 1,198
Common Stock [Member]
Offering costs	$ 431
Series B Convertible Preferred Stock [Member]
Offering costs	$ 1,018

Statements of Cash Flows

Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities:
Net loss	$ (8,994)	$ (10,223)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	53	77
Non-cash stock-based compensation expense	756	1,535
Value of non-marketable equity securities recognized as revenue	(9)
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	161	131
Accounts payable	(246)	878
Accrued expenses	519	104
Deferred revenue		(47)
Net cash used in operating activities	(7,760)	(7,317)
Cash flows from investing activities:
Purchase of short-term investments	(2,000)	(8,000)
Maturities of short-term investments	7,500	2,500
Issuance of notes receivable	(150)
Cash paid for purchase of property and equipment	(4)	(57)
Net cash provided by (used in) investing activities	5,346	(5,557)
Cash flows from financing activities:
Net proceeds from the issuance of common stock and/or convertible preferred stock	10,203	9,266
Proceeds from the issuance of common stock upon the exercise of warrants		198
Proceeds from the issuance of common stock in connection with the employee stock purchase plan		31
Net cash provided by financing activities	10,203	9,495
Net increase (decrease) in cash and cash equivalents	7,789	(3,379)
Cash and cash equivalents at the beginning of period	5,117	8,496
Cash and cash equivalents at the end of period	12,906	5,117
Supplemental disclosure of non-cash investing and financing activities:
Fair value of Series A and Series A-1 convertible preferred stock dividends	2,075	209
Common Stock Underlying Series A and Series A-1 Convertible Preferred Stock [Member]
Supplemental disclosure of non-cash investing and financing activities:
Series A and Series A-1 convertible preferred stock dividends		126
Fair value of Series A and Series A-1 convertible preferred stock dividends		209
Exchange of convertible preferred stock		2,000
Conversion of convertible preferred stock into common stock		$ 6,814
Series B Convertible Preferred Stock [Member]
Supplemental disclosure of non-cash investing and financing activities:
Exchange of convertible preferred stock	2,075
Accretion of Series B convertible preferred stock	2,075
Conversion of convertible preferred stock into common stock	$ 1,441

Nature of Operations

Nature of Operations	12 Months Ended
	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	1. Nature of Operations RXi Pharmaceuticals Corporation (“ RXi we our Company (sd-rxRNA ® RXI-109, sd-rxRNA On April 14, 2016, the Board of Directors of the Company approved a 1-for-10 paid-in

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements 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 materially from these estimates. 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 over three months to one year. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and short-term investments. The Company maintains cash balances in several accounts with one bank, which at times are in excess of federally insured limits. The Company has established guidelines related to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. The Company’s investments are maintained in accordance with the Company’s investment policy, which defines allowable investments, specifies credit quality standards and limits the exposure of any single issuer. Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method based on the estimated useful lives of the related assets. The Company provides for depreciation over the assets’ estimated useful lives as follows: Computer equipment 3 years Machinery & equipment 5 years Furniture & fixtures 5 years Leasehold improvements 5 years Depreciation and amortization expense for the years ended December 31, 2016 and 2015 was approximately $53,000 and $77,000, respectively. Investments in Non-marketable The Company’s investments in non-marketable Derivative Financial Instruments The Company follows the provisions of the Financial Accounting Standards Board (“ FASB ASC Derivatives and Hedging ASC 815 Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for cash equivalents, restricted cash, short-term investments, notes receivable and accounts payable approximate their fair values due to their short-term nature or market rates of interest. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment on an interim basis if an event occurs that might reduce the fair value of such assets below their carrying values. An impairment loss would be recognized based on the difference between the carrying value of the asset and its estimated fair value, which would be determined based on either discounted future cash flows or other appropriate fair value methods. The Company believes no impairment existed as of December 31, 2016 and 2015. Revenue Recognition Revenue is recognized when there is persuasive evidence of an arrangement, the fee is fixed or determinable, delivery has occurred or services have been rendered and collection of the related receivable is reasonably assured. The Company may generate revenue from product sales, license agreements, collaborative research and development arrangements and government grants. Payments received prior to the recognition of revenue are recorded as deferred revenue. The Company has entered into license agreements for its proprietary sd-rxRNA start-up Upfront fees are recognized on a straight-line basis over the contracted or estimated period of performance if they do not have standalone value. If upfront fees are determined to have standalone value from other identified deliverables, the Company recognizes revenue upon delivery. Substantive milestone payments are recognized upon achievement of the milestone. In evaluating whether a milestone has substance, the consideration earned from the achievement of a milestone is considered if the milestone is commensurate with the entity’s performance to achieve the milestone or the enhancement of value of the delivered item, if it relates solely to past performance and if it is reasonable relative to all the deliverables and payment terms within the arrangement. When a substantive milestone is achieved, revenue related to the milestone will be recognized in full. If a milestone is not considered substantive, revenue is recognized over the period of performance. If the Company is entitled to reimbursement or payments for specific research and development services, the Company determines whether the funding would result in collaborative revenues or an offset to research and development expenses in accordance with the provisions of gross or net revenue presentation. 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 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. Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are, therefore, expensed as research and development costs as incurred. Stock-based Compensation The Company follows the provisions of the FASB ASC Topic 718, “ Compensation — Stock Compensation ASC 718 non-employee For stock options granted as consideration for services rendered by non-employees, 505-50, Equity Based Payments to Non-Employees Non-employee re-measured non-cash non-employees re-measurements Income Taxes The Company recognizes assets or liabilities for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements in accordance with FASB ASC Topic 740, “Accounting for Income Taxes” ASC 740 . Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented. 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.”

Recent Accounting Pronouncement

Recent Accounting Pronouncements	12 Months Ended
	Dec. 31, 2016
Accounting Changes and Error Corrections [Abstract]
Recent Accounting Pronouncements	3. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ ASU 2016-02, Leases (Topic 842), right-of-use In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting, 2016-09 In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers Topic 606 – Identifying Performance Obligations and Licensing In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments 2016-12 In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) – Restricted Cash,”

Notes Receivable

Notes Receivable	12 Months Ended
	Dec. 31, 2016
Receivables [Abstract]
Notes Receivable	4. Notes Receivable In October 2016, the Company entered into an exclusive option agreement (the “ Option MirImmune Notes

Other Assets

Other Assets	12 Months Ended
	Dec. 31, 2016
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other Assets	5. Other Assets In May 2016, the Company entered into an exclusive license agreement with Thera Neuropharma, Inc. (“ Thera sd-rxRNA The Company was also granted a five-year warrant to purchase additional shares of common stock of Thera at a price of $0.001 per share of common stock (the “ Thera Warrant .

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2016
Fair Value Disclosures [Abstract]
Fair Value Measurements	6. Fair Value Measurements The Company follows the provisions of FASB ASC Topic 820, “ Fair Value Measurements and Disclosures,” re-measured re-measured 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. The Company’s Thera Warrant and notes receivable are categorized as Level 3 hierarchy. The estimated fair value inputs utilizing the asset-based approach for the Thera Warrant include the stage of enterprise development, terms of existing contractual arrangements of the entity’s equity securities, the achievement of milestones and other unobservable inputs. Financial assets measured at fair value on a recurring basis are summarized as follows, in thousands: Description December 31, 2016 Quoted Prices In Active Markets (Level 1) Other Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Restricted cash $ 50 $ — $ 50 $ — Thera Warrant 5 — — 5 Total $ 55 $ — $ 50 $ 5 Description December 31, 2015 Quoted Prices In Active Markets (Level 1) Other Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Restricted cash $ 50 $ — $ 50 $ — Cash equivalents 2,500 — 2,500 — Short-term investments 5,500 — 5,500 — Total $ 8,050 $ — $ 8,050 $ — There were no transfers from Level 1 to Level 2 or from Level 2 to Level 1 during the years ended December 31, 2016 or 2015. The following table presents additional information about assets measured at fair value on a recurring basis and for which the Company utilizes Level 3 inputs to determine fair value for the periods indicated, in thousands: December 31, 2016 2015 Beginning balance $ — $ — Thera Warrant 5 — Ending balance $ 5 $ —

Accrued Expenses

Accrued Expenses	12 Months Ended
	Dec. 31, 2016
Payables and Accruals [Abstract]
Accrued Expenses	7. Accrued Expenses Accrued expenses consist of the following, in thousands: December 31, 2016 2015 Employee compensation and benefits $ 745 $ 725 Clinical development expenses 490 225 Professional fees 104 126 Research and development costs 276 20 Other 10 10 Total accrued expenses $ 1,625 $ 1,106

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	8. Commitments and Contingencies License Commitments The Company acquires assets under development and enters into research and development arrangements with third parties that often require milestone and royalty payments based on the progress of the asset through development stages. Milestone payments may be required, for example, upon approval of the product for marketing by a regulatory agency. In certain agreements, the Company is required to make royalty payments based upon a percentage of the sales of the products licensed pursuant to such agreements. Because of the contingent nature of these payments, they are not included in the table of contractual obligations shown below (see also Note 13). These arrangements may be material individually, and in the unlikely event that milestones for multiple products covered by these arrangements were reached in the same period, the aggregate charge to expense could be material to the results of operations. In addition, these arrangements often give the Company the discretion to unilaterally terminate development of the product, which would allow the Company to avoid making the contingent payments; however, the Company is unlikely to cease development if the compound successfully achieves clinical testing objectives. The Company’s contractual license obligations that will require future cash payments as of December 31, 2016 are as follows, in thousands: Year Ending December 31, 2017 $ 200 2018 200 2019 165 2020 165 2021 165 Thereafter 800 Total $ 1,695 Operating Leases The Company leases office and laboratory space for its corporate headquarters and primary research facility in Marlborough, Massachusetts. The lease for the office and lab space will expire in March 2019. Monthly rental expense is approximately $9,500, which includes the Company’s pro rata share of annual real estate taxes and operating expenses. Total rent expense under the Company’s operating lease was $117,000 and $118,000 for the years ended December 31, 2016 and 2015, respectively. At December 31, 2016, the Company’s future minimum payments required under operating leases are as follows, in thousands: Year Ending December 31, 2017 $ 117 2018 120 2019 30 Total $ 267 The Company applies the disclosure provisions of FASB ASC Topic 460, “ Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others ASC 460

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2016
Equity [Abstract]
Stockholders' Equity	9. Stockholders’ Equity Purchase Agreement with Lincoln Park Capital, LLC LPC December 2016 Underwritten Public Offering 2016 Offering 2016 Warrants Series B Preferred Stock The Company received $2,987,000 in net proceeds associated with the Class A Units, which were recorded as common stock and additional paid in capital. The Company also received $7,064,000 in net proceeds associated with the Class B Units, of which we allocated and recorded $4,966,000 to the Series B Preferred Stock and allocated $2,098,000 to the 2016 Warrants which were recorded to additional paid in capital. The Series B Preferred Stock had an effective price per share of $614.45 based on the proceeds that were allocated to them. Refer to the section below for additional disclosures on the Company’s Series B Preferred Stock. Series B Preferred Stock Effective December 19, 2016, the Board of Directors of the Company designated 8,100 shares of its authorized preferred stock as Series B Preferred Stock. Each share of Series B Preferred Stock is convertible into 1,111.11 shares of common stock at any time at the holder’s option, subject to an ownership cap whereby conversion may not occur to the extent the holder would beneficially own more than 4.99% of the common stock then outstanding following a conversion. The Series B Preferred Stock have no voting rights, with certain exceptions as described in the Series B Convertible Preferred Stock Certificate of Designations, and shall receive dividends on an as-converted Upon its issuance, the Series B Preferred Stock was assessed under FASB ASC 480, “ Distinguishing Liabilities from Equity ASC 480 The Series B Preferred Stock was then assessed under FASB ASC 815. The Series B Preferred Stock is convertible into common stock at the holders’ option, subject to the terms of the Series B Convertible Preferred Stock Certificate of Designations. This embedded feature meets the definition of a derivative. The Company believes that the Series B Preferred Stock is an equity host for the purposes of assessing the embedded conversion option for potential bifurcation. The Company concluded that the conversion option feature is clearly and closely related to the preferred stock host. As such, the conversion feature did not require bifurcation under ASC 815. The Company recognized a beneficial conversion feature on the Series B Preferred Stock. This was calculated as the number of potential conversion shares multiplied by the excess of the market price of the common stock on the issuance date over the price per conversion share based on the valuation allocated to the Series B Preferred Stock. The Series B Preferred Stock are immediately convertible and non-redeemable one-time During the year ended December 31, 2016, 2,345 shares of Series B Preferred Stock were converted into 2,605,556 shares of common stock of the Company. Warrants The Company assessed the 2016 Warrants under FASB ASC 480 and determined that the 2016 Warrants were outside the scope of ASC 480. The Company next assessed the 2016 Warrants under FASB ASC 815. Under the related guidance, a reporting entity shall not consider a contract to be a derivative instrument if the contract is both (1) indexed to the entity’s own stock and (2) classified in stockholders’ equity. The Company determined that the 2016 Warrants were indexed to the Company’s stock, as the agreements do not contain any exercise contingencies and the 2016 Warrants’ settlement amount equals the difference between the fair value of the Company’s common stock price and the 2016 Warrant strike price. The Company also assessed the classification in stockholders’ equity and determined the 2016 Warrants met all of the criteria for classification as equity under ASC 815. Based on this analysis, the Company determined that the 2016 Warrants should be classified as equity. The following table summarizes the Company’s outstanding warrants at December 31, 2016: Exercise prices Number of Shares Underlying Warrants Expiration $39.00 462 April 27, 2017 $ 5.20 1,300,002 June 2, 2020 $ 0.90 12,777,777 December 21, 2021 Total warrants outstanding 14,078,241 No warrants were exercised during the year ended December 31, 2016. During the year ended December 31, 2015, a total of 43,500 warrants were exercised for gross proceeds of $198,000. On July 2, 2016, 1,256,502 of the Company’s outstanding warrants with an exercise price of $4.55 expired.

Net Loss per Share Attributable

Net Loss per Share Attributable to Common Stockholders	12 Months Ended
	Dec. 31, 2016
Earnings Per Share [Abstract]
Net Loss per Share Attributable to Common Stockholders	10. 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: December 31, 2016 2015 Options to purchase common stock 374,446 332,400 Common stock underlying Series B Preferred Stock 6,374,444 — Warrants to purchase common stock 14,078,241 2,556,966 Total 20,827,131 2,889,366

Stock-based Compensation

Stock-based Compensation	12 Months Ended
	Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-based Compensation	11. Stock-based Compensation Stock Plans On January 23, 2012, the Company’s Board of Directors and sole stockholder adopted the RXi Pharmaceuticals Corporation 2012 Long-Term Incentive Plan (the “ 2012 Incentive Plan As of December 31, 2016, an aggregate of 1,250,000 shares of common stock were reserved for issuance under the Company’s 2012 Incentive Plan, including 374,446 shares subject to outstanding common stock options granted under the 2012 Incentive Plan and 875,354 shares available for future grants. Stock options granted by the Company to employees may have different vesting parameters, but generally vest within 48 months after the option grant date and expire within ten years of issuance. 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 years ended December 31, 2016 and 2015, the following assumptions were used: December 31, 2016 2015 Risk-free interest rate 1.18 – 2.02 % 1.47 – 2.43 % Expected volatility 79.42 – 116.88 % 84.93 – 116.81 % Weighted average expected volatility 89.12 % 89.26 % Expected lives (in years) 5.20 – 10.00 5.20 – 10.00 Expected dividend yield 0.00 % 0.00 % The weighted-average fair value of options granted during the years ended December 31, 2016 and 2015 was $2.15 and $4.10 per share, respectively. The risk-free interest rate used for each grant was based upon the yield on zero-coupon non-employees The following table summarizes the stock option activity of the Company for the year ended December 31, 2016: Total Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Balance at December 31, 2015 332,400 $ 30.50 Granted 58,569 2.91 Exercised — — Cancelled (16,523 ) 5.88 Balance at December 31, 2016 374,446 $ 27.29 6.14 years $ — Exercisable at December 31, 2016 304,880 $ 30.93 5.61 years $ — Stock-based compensation expense for the years ended December 31, 2016 and 2015 was approximately $756,000 and $1,535,000, respectively. Of this amount, the Company recognized credits to non-employee As of December 31, 2016, the compensation expense for all unvested stock options in the amount of approximately $475,000 will be recognized in the Company’s results of operations over a weighted average period of 1.47 years.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Income Taxes	12. Income Taxes For the years ending December 31, 2016 and 2015, all of the Company’s loss before income taxes was generated in the United States. The components of federal and state income tax expense are as follows (in thousands): December 31, 2016 2015 Current Federal $ — $ — State — — Total current — — Deferred Federal (2,892 ) (3,157 ) State (741 ) (803 ) Total deferred (3,633 ) (3,960 ) Valuation allowance 3,633 3,960 Total income tax expense $ — $ — The differences between the income taxes expected at the federal statutory income tax rate and the reported income tax (benefit) expense is as follows: 2016 2015 Federal statutory rate 34.0 % 34.0 % State income taxes, net of federal benefit 4.6 4.8 Non-deductible (1.7 ) (1.9 ) Income tax credits 3.5 1.9 Valuation allowance (40.4 ) (38.8 ) Effective tax rate 0.0 % 0.0 % The components of net deferred tax assets are as follows (in thousands): December 31, 2016 2015 Net operating loss carryforwards $ 17,245 $ 13,552 Tax credit carryforwards 745 442 Stock-based compensation 1,891 1,744 Licensing deduction deferral 5,385 5,979 Other timing differences 262 178 Gross deferred tax assets 25,528 21,895 Valuation allowance (25,528 ) (21,895 ) Net deferred tax asset $ — $ — The Company’s deferred tax assets at December 31, 2016 and 2015 consisted primarily of its net operating loss carryforwards, deferred compensation, tax credit carryforwards, intangible assets capitalized for federal income tax purposes and certain accruals that for tax purposes are not deductible until future payment is made. The valuation allowance increased $3,633,000 and $3,960,000 for the years ended December 31, 2016 and 2015, respectively, and is primarily attributable to an increase in net operating losses, tax credits and stock-based compensation in 2016. The Company has incurred net operating losses since inception. At December 31, 2016, the Company had federal and state net operating loss carryforwards of approximately $44,800,000 and $38,400,000, respectively, which are available to reduce future taxable income through 2036. In addition, the Company has federal and state research credits of $547,000 and $300,000, respectively, to offset future tax expense through 2036. Based on an assessment of all available evidence including, but not limited to the Company’s limited operating history in its core business and lack of profitability, uncertainties of the commercial viability of its technology, the impact of government regulation and healthcare reform initiatives, and other risks normally associated with biotechnology companies, the Company has concluded that it is more likely than not that these net operating loss carryforwards and credits will not be realized and, as a result, a full deferred income tax valuation allowance has been recorded against these assets. Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership may result in a limitation on the amount of net operating loss carryforwards and research and development credit carryforwards which could be utilized annually to offset future taxable income and taxes payable. The Company has not yet performed an analysis to determine if one or multiple ownership changes may have occurred in the past. The Company files income tax returns in the United States, Massachusetts and New Jersey. The Company is subject to tax examinations for federal and state purposes tax years 2012 through 2016. The Company has not recorded any uncertain tax positions as of December 31, 2016 or 2015. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months. The Company has not incurred any interest or penalties. In the event that the Company is assessed interest or penalties at some point in the future, they will be classified in the financial statements as general and administrative expenses.

License Agreements

License Agreements	12 Months Ended
	Dec. 31, 2016
Research and Development [Abstract]
License Agreements	13. License Agreements As part of its business, the Company enters into licensing agreements with third parties that often require milestone and royalty payments based on the progress of the asset through development stages. Milestone payments may be required, for example, upon approval of the product for marketing by a regulatory agency. In certain agreements, the Company is required to make royalty payments based upon a percentage of the sales of the products licensed pursuant to such agreements. The expenditures required under these arrangements may be material individually in the event that the Company develops product candidates covered by the intellectual property licensed under any such arrangement, and in the unlikely event that milestones for multiple products covered by these arrangements were reached in the same period, the aggregate charge to expense could be material to the results of operations. In addition, these arrangements often give the Company discretion to unilaterally terminate development of the product, which would allow the Company to avoid making the contingent payments; however, the Company is unlikely to cease development if the compound successfully achieves clinical testing objectives. Advirna LLC. Advirna sd-rxRNA Our rights under the Advirna agreement will expire upon the later of: (i) the expiration of the last-to-expire last-to-be Hapten Pharmaceuticals, LLC Assignment and License Agreement Hapten one-time Under the Assignment and License Agreement, Hapten will be entitled to receive: (i) future milestone payments tied to the achievement of certain clinical and commercial objectives (all of which payments may be made at our option in cash or through the issuance of common stock); and (ii) escalating royalties based on product sales by us and any sublicensees. We have certain customary diligence obligations under the Assignment and License Agreement requiring us to use commercially reasonable efforts to develop and commercialize one or more products covered by the Assignment and License Agreement, which obligations, if not performed, could result in rights assigned or licensed to us reverting back to Hapten.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2016
Subsequent Events [Abstract]
Subsequent Events	14. Subsequent Events Subsequent to December 31, 2016, 5,737 shares of Series B Preferred Stock were converted into 6,374,444 shares of common stock of the Company, as a result of which no shares of Series B Preferred Stock are outstanding. On January 6, 2017, the Company entered into a Stock Purchase Agreement (the “ Stock Purchase Agreement RXi Merger Sub Seller Sellers Series C Preferred Stock pre- Under the terms of the Stock Purchase Agreement, if certain development or commercial milestones are achieved within two years, the Company will be required to either: (i) issue to the Sellers a number of shares of common stock (the “ Milestone Shares In connection with and promptly following the closing of the Stock Purchase Agreement, MirImmune was merged with and into RXi Merger Sub (the “ Merger For accounting purposes, the transaction will be accounted for as an asset acquisition per the guidance in FASB ASC Topic 805, “ Business Combinations In connection with the Stock Purchase Agreement, on January 5, 2017, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “ Series C Preferred Stock Certificate of Designation as-converted Upon approval by the Company’s stockholders in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635, each Series C Preferred Share shall be automatically converted into one share of common stock, subject to adjustment for stock splits, stock dividends, distributions, subdivisions and combinations. The Company shall not convert any of the Series C Preferred Shares into common stock to the extent that such conversion has not been approved by the Company’s stockholders in accordance with the above.

Summary of Significant Accoun23

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements 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 materially from these estimates.
Cash Equivalents	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 over three months to one year.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and short-term investments. The Company maintains cash balances in several accounts with one bank, which at times are in excess of federally insured limits. The Company has established guidelines related to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. The Company’s investments are maintained in accordance with the Company’s investment policy, which defines allowable investments, specifies credit quality standards and limits the exposure of any single issuer.
Property and Equipment	Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method based on the estimated useful lives of the related assets. The Company provides for depreciation over the assets’ estimated useful lives as follows: Computer equipment 3 years Machinery & equipment 5 years Furniture & fixtures 5 years Leasehold improvements 5 years Depreciation and amortization expense for the years ended December 31, 2016 and 2015 was approximately $53,000 and $77,000, respectively.
Investments in Non-marketable Equity Securities	Investments in Non-marketable Equity Securities The Company’s investments in non-marketable equity securities are accounted for under the cost method because the Company does not have the ability to exercise significant influence over the investee and the securities do not have readily determinable fair values. Our investments are carried at cost less any impairment write-downs. Annually, the Company’s cost method investments are assessed for impairment. The Company does not reassess the fair value of cost method investments if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investments.
Derivative Financial Instruments	Derivative Financial Instruments The Company follows the provisions of the Financial Accounting Standards Board (“ FASB ASC Derivatives and Hedging ASC 815
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for cash equivalents, restricted cash, short-term investments, notes receivable and accounts payable approximate their fair values due to their short-term nature or market rates of interest.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment on an interim basis if an event occurs that might reduce the fair value of such assets below their carrying values. An impairment loss would be recognized based on the difference between the carrying value of the asset and its estimated fair value, which would be determined based on either discounted future cash flows or other appropriate fair value methods. The Company believes no impairment existed as of December 31, 2016 and 2015.
Revenue Recognition	Revenue Recognition Revenue is recognized when there is persuasive evidence of an arrangement, the fee is fixed or determinable, delivery has occurred or services have been rendered and collection of the related receivable is reasonably assured. The Company may generate revenue from product sales, license agreements, collaborative research and development arrangements and government grants. Payments received prior to the recognition of revenue are recorded as deferred revenue. The Company has entered into license agreements for its proprietary sd-rxRNA technology during the ordinary course of business with start-up biotechnology and pharmaceutical companies. Under these agreements, the Company has granted exclusive licenses to the Company’s technology in exchange for potential future equity, cash and royalty payments. For each agreement, the Company determines whether the agreement includes multiple deliverables, and if so, whether they should be considered separate or a single unit of accounting and whether the delivered items have standalone value. The consideration received is allocated among the separate units of accounting, and the applicable revenue recognition guidance is applied to each of the separate units. Upfront fees are recognized on a straight-line basis over the contracted or estimated period of performance if they do not have standalone value. If upfront fees are determined to have standalone value from other identified deliverables, the Company recognizes revenue upon delivery. Substantive milestone payments are recognized upon achievement of the milestone. In evaluating whether a milestone has substance, the consideration earned from the achievement of a milestone is considered if the milestone is commensurate with the entity’s performance to achieve the milestone or the enhancement of value of the delivered item, if it relates solely to past performance and if it is reasonable relative to all the deliverables and payment terms within the arrangement. When a substantive milestone is achieved, revenue related to the milestone will be recognized in full. If a milestone is not considered substantive, revenue is recognized over the period of performance. If the Company is entitled to reimbursement or payments for specific research and development services, the Company determines whether the funding would result in collaborative revenues or an offset to research and development expenses in accordance with the provisions of gross or net revenue presentation.
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.
Patents and Patent Application Costs	Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are, therefore, expensed as research and development costs as incurred.
Stock-based Compensation	Stock-based Compensation The Company follows the provisions of the FASB ASC Topic 718, “ 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
Income Taxes	Income Taxes The Company recognizes assets or liabilities for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements in accordance with FASB ASC Topic 740, “Accounting for Income Taxes” ASC 740 .
Comprehensive Loss	Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented.
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.”

Summary of Significant Accoun24

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Summary of Depreciation Over Assets' Estimated Useful Lives	The Company provides for depreciation over the assets’ estimated useful lives as follows: Computer equipment 3 years Machinery & equipment 5 years Furniture & fixtures 5 years Leasehold improvements 5 years

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2016
Fair Value Disclosures [Abstract]
Fair Value Measurements	Financial assets measured at fair value on a recurring basis are summarized as follows, in thousands: Description December 31, 2016 Quoted Prices In Active Markets (Level 1) Other Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Restricted cash $ 50 $ — $ 50 $ — Thera Warrant 5 — — 5 Total $ 55 $ — $ 50 $ 5 Description December 31, 2015 Quoted Prices In Active Markets (Level 1) Other Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Restricted cash $ 50 $ — $ 50 $ — Cash equivalents 2,500 — 2,500 — Short-term investments 5,500 — 5,500 — Total $ 8,050 $ — $ 8,050 $ —
Schedule of Additional Information about Assets Measured at Fair Value on a Recurring Basis	The following table presents additional information about assets measured at fair value on a recurring basis and for which the Company utilizes Level 3 inputs to determine fair value for the periods indicated, in thousands: December 31, 2016 2015 Beginning balance $ — $ — Thera Warrant 5 — Ending balance $ 5 $ —

Accrued Expenses (Tables)

Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2016
Payables and Accruals [Abstract]
Schedule of Accrued Expenses	Accrued expenses consist of the following, in thousands: December 31, 2016 2015 Employee compensation and benefits $ 745 $ 725 Clinical development expenses 490 225 Professional fees 104 126 Research and development costs 276 20 Other 10 10 Total accrued expenses $ 1,625 $ 1,106

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Future Cash Payments Under Contractual License Obligations	The Company’s contractual license obligations that will require future cash payments as of December 31, 2016 are as follows, in thousands: Year Ending December 31, 2017 $ 200 2018 200 2019 165 2020 165 2021 165 Thereafter 800 Total $ 1,695
Future Minimum Payments Under Operating Leases	At December 31, 2016, the Company’s future minimum payments required under operating leases are as follows, in thousands: Year Ending December 31, 2017 $ 117 2018 120 2019 30 Total $ 267

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2016
Equity [Abstract]
Summary of Warrants Outstanding	The following table summarizes the Company’s outstanding warrants at December 31, 2016: Exercise prices Number of Shares Underlying Warrants Expiration $39.00 462 April 27, 2017 $ 5.20 1,300,002 June 2, 2020 $ 0.90 12,777,777 December 21, 2021 Total warrants outstanding 14,078,241

Net Loss per Share Attributab29

Net Loss per Share Attributable to Common Stockholders (Tables)	12 Months Ended
	Dec. 31, 2016
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: December 31, 2016 2015 Options to purchase common stock 374,446 332,400 Common stock underlying Series B Preferred Stock 6,374,444 — Warrants to purchase common stock 14,078,241 2,556,966 Total 20,827,131 2,889,366

Stock-based Compensation (Table

Stock-based Compensation (Tables)	12 Months Ended
	Dec. 31, 2016
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 years ended December 31, 2016 and 2015, the following assumptions were used: December 31, 2016 2015 Risk-free interest rate 1.18 – 2.02 % 1.47 – 2.43 % Expected volatility 79.42 – 116.88 % 84.93 – 116.81 % Weighted average expected volatility 89.12 % 89.26 % Expected lives (in years) 5.20 – 10.00 5.20 – 10.00 Expected dividend yield 0.00 % 0.00 %
Summary of Stock Option Activity	The following table summarizes the stock option activity of the Company for the year ended December 31, 2016: Total Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Balance at December 31, 2015 332,400 $ 30.50 Granted 58,569 2.91 Exercised — — Cancelled (16,523 ) 5.88 Balance at December 31, 2016 374,446 $ 27.29 6.14 years $ — Exercisable at December 31, 2016 304,880 $ 30.93 5.61 years $ —

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Components of Federal and State Income Tax Expense	The components of federal and state income tax expense are as follows (in thousands): December 31, 2016 2015 Current Federal $ — $ — State — — Total current — — Deferred Federal (2,892 ) (3,157 ) State (741 ) (803 ) Total deferred (3,633 ) (3,960 ) Valuation allowance 3,633 3,960 Total income tax expense $ — $ —
Effect Income Tax Rate Reconciliation	The differences between the income taxes expected at the federal statutory income tax rate and the reported income tax (benefit) expense is as follows: 2016 2015 Federal statutory rate 34.0 % 34.0 % State income taxes, net of federal benefit 4.6 4.8 Non-deductible (1.7 ) (1.9 ) Income tax credits 3.5 1.9 Valuation allowance (40.4 ) (38.8 ) Effective tax rate 0.0 % 0.0 %
Components of Net Deferred Tax Assets	The components of net deferred tax assets are as follows (in thousands): December 31, 2016 2015 Net operating loss carryforwards $ 17,245 $ 13,552 Tax credit carryforwards 745 442 Stock-based compensation 1,891 1,744 Licensing deduction deferral 5,385 5,979 Other timing differences 262 178 Gross deferred tax assets 25,528 21,895 Valuation allowance (25,528 ) (21,895 ) Net deferred tax asset $ — $ —

Summary of Significant Accoun32

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Summary Of Significant Accounting Policies [Line Items]
Depreciation and amortization	$ 53	$ 77
Cash Equivalents [Member]
Summary Of Significant Accounting Policies [Line Items]
Liquid instrument maturity period	Three months or less
Short-term Investments [Member]
Summary Of Significant Accounting Policies [Line Items]
Liquid instrument maturity period	Over three months to one year

Summary of Significant Accoun33

Summary of Significant Accounting Policies - Summary of Depreciation Over Assets' Estimated Useful Lives (Detail)	12 Months Ended
	Dec. 31, 2016
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life of assets	3 years
Machinery & Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life of assets	5 years
Furniture & Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life of assets	5 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life of assets	5 years

Notes Receivable - Additional i

Notes Receivable - Additional information (Detail) $ in Thousands	Dec. 31, 2016USD ($)
Receivables [Abstract]
Notes receivable	$ 150
Percentage of fixed interest rate	5.00%

Other Assets - Additional Infor

Other Assets - Additional Information (Detail) - Thera Neuropharma, Inc [Member]	3 Months Ended	12 Months Ended
	Dec. 31, 2016USD ($)$ / shares	Dec. 31, 2016USD ($)$ / shares
Other Assets [Line Items]
Cost method ownership percentage threshold		20.00%
Impairment recognized on investment included in other assets	$ 0
Term of warrant		5 years
Common stock, warrants per share | $ / shares	$ 0.001	$ 0.001
Other Assets [Member]
Other Assets [Line Items]
Investment value	$ 4,500	$ 4,500
Value of warrant	$ 4,500	$ 4,500

Fair Value Measurements - Fair

Fair Value Measurements - Fair Value Measurements (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Assets:
Restricted cash	$ 50	$ 50
Short-term investments		5,500
Fair Value, Measurements, Recurring [Member]
Assets:
Restricted cash	50	50
Cash equivalents		2,500
Thera Warrant	5
Short-term investments		5,500
Total	55	8,050
Fair Value, Measurements, Recurring [Member] | Other Significant Observable Inputs (Level 2) [Member]
Assets:
Restricted cash	50	50
Cash equivalents		2,500
Short-term investments		5,500
Total	50	$ 8,050
Fair Value, Measurements, Recurring [Member] | Unobservable Inputs (Level 3) [Member]
Assets:
Thera Warrant	5
Total	$ 5

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Fair Value Disclosures [Abstract]
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount	$ 0
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount		$ 0

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Additional Information about Assets Measured at Fair Value on a Recurring Basis (Detail) - Unobservable Inputs (Level 3) [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 0	$ 0
Ending balance	5	0
Thera Warrant [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value on a recurring basis	$ 5	$ 0

Accrued Expenses - Schedule of

Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Accrued Liabilities and Other Liabilities [Abstract]
Employee compensation and benefits	$ 745	$ 725
Clinical development expenses	490	225
Professional fees	104	126
Research and development costs	276	20
Other	10	10
Total accrued expenses	$ 1,625	$ 1,106

Commitments and Contingencies -

Commitments and Contingencies - Future Cash Payments Under Contractual License Obligations (Detail) $ in Thousands	Dec. 31, 2016USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,017	$ 200
2,018	200
2,019	165
2,020	165
2,021	165
Thereafter	800
Total	$ 1,695

Commitments and Contingencies41

Commitments and Contingencies - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Lease agreement maturity date	Mar. 31, 2019
Monthly rental expense	$ 9,500
Operating lease expenses	$ 117,000	$ 118,000

Commitments and Contingencies42

Commitments and Contingencies - Future Minimum Payments Under Operating Leases (Detail) $ in Thousands	Dec. 31, 2016USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,017	$ 117
2,018	120
2,019	30
Total	$ 267

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - USD ($)	Dec. 21, 2016	Dec. 19, 2016	Jul. 02, 2016	Dec. 31, 2016	Dec. 31, 2015
Class of Stock [Line Items]
Net proceeds from the issuance of common stock				$ 10,203,000	$ 9,266,000
Conversion of preferred stock into common shares	1,111.11
Net proceeds from the issuance of common stock	$ 10,051,000
Issuance of common stock and warrants in connection with 2016 public offering				2,987,000
Issuance of Series B convertible preferred stock and warrants in connection with 2016 public offering				$ 7,064,000
Number of common stock issued upon conversion of convertible instrument				0	43,500
Gross proceeds from warrants exercised					$ 198,000
Number of warrants outstanding				14,078,241
Warrants With Exercise Price $4.55 [Member]
Class of Stock [Line Items]
Exercise prices			$ 4.55
Number of warrants outstanding			1,256,502
Expiration			Jul. 2, 2016
Over-Allotment Option [Member]
Class of Stock [Line Items]
Common stock, shares issued	1,666,666
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Effective price per share				$ 614.45
Conversion of preferred stock into common shares		1,111.11
Issuance of Series B convertible preferred stock and warrants in connection with 2016 public offering				$ 4,966,000
Series B convertible preferred stock, shares authorized		8,100		8,100
Accretion expense of beneficial conversion feature related to Series B convertible preferred stock				$ 2,075,000
Conversion of preferred stock into common shares				2,345
Number of common stock issued upon conversion of convertible instrument				(2,345)
Series B Convertible Preferred Stock [Member] | Maximum [Member]
Class of Stock [Line Items]
Allowed percentage for conversion		4.99%
Class A Units [Member]
Class of Stock [Line Items]
Units issued, shares	2,131,111
Effective price per share	$ 0.90
Class B Units [Member]
Class of Stock [Line Items]
Units issued, shares	8,082
Effective price per share	$ 1,000
Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares issued				65,000	5,000
Number of common stock issued upon conversion of convertible instrument				2,605,556	1,661,030
Common Stock [Member] | Lincoln Park Capital Fund, LLC [Member]
Class of Stock [Line Items]
Common stock, shares issued				65,000	5,000
Net proceeds from the issuance of common stock				$ 152,000	$ 64,000
2016 Warrants With Exercise Price $0.90 [Member]
Class of Stock [Line Items]
Term of warrant	5 years
Exercise prices	$ 0.90			$ 0.90
Number of securities each warrant may be converted	1,111.11
Number of warrants outstanding				12,777,777
Expiration				Dec. 21, 2021
2016 Warrants With Exercise Price $0.90 [Member] | Over-Allotment Option [Member]
Class of Stock [Line Items]
Over-allotment option warrants, shares	1,666,666
Additional Paid in Capital [Member]
Class of Stock [Line Items]
Issuance of common stock and warrants in connection with 2016 public offering				$ 2,987,000
Issuance of Series B convertible preferred stock and warrants in connection with 2016 public offering				2,098,000
Accretion expense of beneficial conversion feature related to Series B convertible preferred stock				$ (2,075,000)

Stockholders' Equity - Summary

Stockholders' Equity - Summary of Warrants Outstanding (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 21, 2016
Class of Warrant or Right [Line Items]
Number of Shares Underlying Warrants	14,078,241
Warrants With Exercise Price $39.00 [Member]
Class of Warrant or Right [Line Items]
Exercise prices	$ 39
Number of Shares Underlying Warrants	462
Expiration	Apr. 27, 2017
Warrants With Exercise Price $5.20 [Member]
Class of Warrant or Right [Line Items]
Exercise prices	$ 5.20
Number of Shares Underlying Warrants	1,300,002
Expiration	Jun. 2, 2020
2016 Warrants With Exercise Price $0.90 [Member]
Class of Warrant or Right [Line Items]
Exercise prices	$ 0.90	$ 0.90
Number of Shares Underlying Warrants	12,777,777
Expiration	Dec. 21, 2021

Net Loss per Share Attributab45

Net Loss per Share Attributable to Common Stockholders - Common Shares Excluded from the Calculation of Net Loss per Common Share Attributable to Common Stockholders (Detail) - shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total amount of anti-dilutive securities excluded from computation of earnings per share	20,827,131	2,889,366
Series B 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	6,374,444
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	374,446	332,400
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	14,078,241	2,556,966

Stock-based Compensation - Addi

Stock-based Compensation - Additional Information (Detail) - USD ($)	Dec. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Shares reserved for issuance	1,250,000	1,250,000
Purchase of common stock	374,446	374,446	332,400
Shares of common stock available for future grants	875,354	875,354
Expiration period of Option		10 years
Description of stock option granted		Stock options granted by the Company to employees may have different vesting parameters, but generally vest within 48 months after the option grant date and expire within ten years of issuance.
Vesting period of option		48 months
Weighted average grant date fair value per share of options granted		$ 2.15	$ 4.10
Expected dividend yield		0.00%	0.00%
Stock-based compensation expense		$ 756,000	$ 1,535,000
Nonemployee share based compensation expense (income)		1,000	$ 16,800
Stock-based compensation expense tax benefit		0
Unrecognized share based compensation expense on unvested stock option	$ 475,000	$ 475,000
Unrecognized share based compensation expense on unvested stock option period of recognition	1 year 5 months 19 days

Stock-based Compensation - Sche

Stock-based Compensation - Schedule of Assumptions Used to Determine Fair Value of Option Grants (Detail)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, Minimum	1.18%	1.47%
Risk-free interest rate, Maximum	2.02%	2.43%
Expected volatility, Minimum	79.42%	84.93%
Expected volatility, Maximum	116.88%	116.81%
Weighted average expected volatility	89.12%	89.26%
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected lives (in years)	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

Stock-based Compensation - Summ

Stock-based Compensation - Summary of Stock Option Activity (Detail)	12 Months Ended
	Dec. 31, 2016USD ($)$ / sharesshares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Total Number of Shares, Beginning Balance | shares	332,400
Total Number of Shares, Granted | shares	58,569
Total Number of Shares, Exercised | shares	0
Total Number of Shares, Cancelled | shares	(16,523)
Total Number of Shares, Ending Balance | shares	374,446
Total Number of Shares, Exercisable | shares	304,880
Weighted-Average Exercise Price Per Share, Beginning Balance | $ / shares	$ 30.50
Weighted-Average Exercise Price Per Share, Granted | $ / shares	2.91
Weighted-Average Exercise Price Per Share, Exercised | $ / shares	0
Weighted-Average Exercise Price Per Share, Cancelled | $ / shares	5.88
Weighted-Average Exercise Price Per Share, Ending Balance | $ / shares	27.29
Weighted-Average Exercise Price Per Share, Exercisable | $ / shares	$ 30.93
Weighted-Average Remaining Contractual Term, Ending Balance	6 years 1 month 21 days
Weighted-Average Remaining Contractual Term, Exercisable	5 years 7 months 10 days
Aggregate Intrinsic Value, Ending Balance | $	$ 0
Aggregate Intrinsic Value, Exercisable | $	$ 0

Income Taxes - Components of Fe

Income Taxes - Components of Federal and State Income Tax Expense (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Current
Federal	$ 0	$ 0
State	0	0
Total current	0	0
Deferred
Federal	(2,892)	(3,157)
State	(741)	(803)
Total deferred	(3,633)	(3,960)
Valuation allowance	3,633	3,960
Total income tax expense	$ 0	$ 0

Income Taxes - Effect Income Ta

Income Taxes - Effect Income Tax Rate Reconciliation (Detail)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Federal statutory rate	34.00%	34.00%
State income taxes, net of federal benefit	4.60%	4.80%
Non-deductible expenses	(1.70%)	(1.90%)
Income tax credits	3.50%	1.90%
Valuation allowance	(40.40%)	(38.80%)
Effective tax rate	0.00%	0.00%

Income Taxes - Components of Ne

Income Taxes - Components of Net Deferred Tax Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 17,245	$ 13,552
Tax credit carryforwards	745	442
Stock-based compensation	1,891	1,744
Licensing deduction deferral	5,385	5,979
Other timing differences	262	178
Gross deferred tax assets	25,528	21,895
Valuation allowance	(25,528)	(21,895)
Net deferred tax asset	$ 0	$ 0

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Line Items]
Valuation allowance	$ (3,633,000)	$ (3,960,000)
Expiration of carry forwards loss	2,036
Research tax credit expiration period	2,036
Liability for uncertain tax positions	$ 0	$ 0
Federal Income Tax [Member]
Income Tax Disclosure [Line Items]
Net operating loss carryforwards	44,800,000
Research tax credit	547,000
State Income Tax [Member]
Income Tax Disclosure [Line Items]
Net operating loss carryforwards	38,400,000
Research tax credit	$ 300,000
Earliest Tax Year [Member]
Income Tax Disclosure [Line Items]
Open tax year subject to tax examination	2,012
Latest Tax Year [Member]
Income Tax Disclosure [Line Items]
Open tax year subject to tax examination	2,016

License Agreements - Additional

License Agreements - Additional Information (Detail) - USD ($)	Feb. 28, 2015	Dec. 31, 2015
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Fair value of common stock issued in exchange for patent and technology rights		$ 228,000
Hapten Pharmaceuticals, LLC [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
One-time upfront cash payment in connection with license agreement	$ 100,000
Fair value of common stock issued in exchange for patent and technology rights	$ 228,000
Common Stock [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Aggregate number of shares		20,000
Common Stock [Member] | Hapten Pharmaceuticals, LLC [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Aggregate number of shares	20,000

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - USD ($)	Jan. 06, 2017	Jan. 05, 2017	Mar. 30, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 21, 2016	Dec. 19, 2016
Subsequent Event [Line Items]
Number of common stock issued upon conversion of convertible instrument				0	43,500
Preferred stock, par value				$ 0.0001	$ 0.0001
Stock conversion ratio						1,111.11
Common Stock [Member]
Subsequent Event [Line Items]
Number of common stock issued upon conversion of convertible instrument				2,605,556	1,661,030
Aggregate number of shares					20,000
Series C Preferred Stock [Member]
Subsequent Event [Line Items]
Preferred stock voting rights				No voting rights
Stock conversion ratio				1
Series B Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Conversion of preferred stock into common shares				2,345
Number of common stock issued upon conversion of convertible instrument				(2,345)
Series B convertible preferred stock, shares outstanding				5,737
Preferred stock, par value				$ 0.0001
Stock conversion ratio							1,111.11
Subsequent Events [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Number of common stock issued upon conversion of convertible instrument			6,374,444
Subsequent Events [Member] | Stock Purchase Agreement [Member]
Subsequent Event [Line Items]
Holdback of aggregate closing consideration, percentage	3.00%
Shares of common stock to be issued upon milestone	2,519,091
Additional number of common stock to be issued upon milestone, percentage	13.00%
Subsequent Events [Member] | Stock Purchase Agreement [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Aggregate number of shares	2,750,371
Subsequent Events [Member] | Series C Preferred Stock [Member]
Subsequent Event [Line Items]
Preferred stock, par value	$ 0.0001
Series C convertible preferred stock, shares authorized		1,800,000
Other dividends paid		$ 0
Subsequent Events [Member] | Series C Preferred Stock [Member] | Stock Purchase Agreement [Member]
Subsequent Event [Line Items]
Aggregate number of shares	1,115,579
Subsequent Events [Member] | Series B Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Conversion of preferred stock into common shares			5,737
Series B convertible preferred stock, shares outstanding			0