Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Mar. 15, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | RXi Pharmaceuticals Corporation (“we,” “our,” “us” and the “Company”) is filing this Amendment No. 1 on Form 10-Q/A to amend and restate in their entirety the following items of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, as originally filed with the Securities and Exchange Commission on August 10, 2017. (the “Original Form 10-Q”): • Part I - Item 1. Financial Statements (unaudited) • Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations • Part I - Item 4. Controls and Procedures • Part II - Item 6. Exhibits • Exhibit 31.1 - Certification of Chief Executive Officer • Exhibit 31.2 - Certification of Chief Financial Officer • Exhibits 101 - Extensible Business Reporting Language (XBRL) This amendment does not modify any disclosures contained in our original Form 10-Q, except for the foregoing Items and Exhibits, and all share and per share amounts for the periods presented to give effect to the 1-for-10 reverse stock split of the Company’s common stock, which was effected on January 8, 2018. This report on Form 10-Q/A is presented as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the restatement described below. Accordingly, this Quarterly Report on Form 10-Q/A should be read in conjunction with the Original Form 10-Q, and the Company’s other filings with the Securities and Exchange Commission (“SEC”) subsequent to the filing of the Original Form 10-Q, including any amendments thereto. The purpose of this amendment is to restate our previously reported results for the quarter ended June 30, 2017 to include the accounting for the tax-related impact of the Company’s acquisition of MirImmune Inc. (“MirImmune”) on January 6, 2017. Our results did not include the contemplation of deferred taxes based on the different book basis and tax basis for the acquisition of MirImmune. The acquisition resulted in an increase of $1.6 million to acquired in-process research and development expense and a corresponding $1.6 million income tax benefit resulting from the reduction in the Company’s valuation allowance due to the deferred tax liability created as a result of the book and tax basis difference, which were not accounted for properly. The condensed consolidated financial statements for the quarter ended June 30, 2017 included in this Form 10-Q/A have been restated to include this adjustment to reflect the tax-related impact of the acquisition of MirImmune. This adjustment does not affect previously reported net loss or operating cash flows, although certain adjustments have been made in our condensed consolidated statement of cash flows to correspond to the income statement adjustment as described in Note 2 of the notes to our condensed consolidated financial statements included in this filing, and has no impact on the Company’s balance sheet. We have made necessary conforming changes in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” resulting from the correction of this error. | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | RXII | |
Entity Registrant Name | RXi Pharmaceuticals Corp | |
Entity Central Index Key | 1,533,040 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,594,962 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 7,702 | $ 12,906 |
Restricted cash | 50 | 50 |
Prepaid expenses | 337 | 150 |
Total current assets | 8,089 | 13,106 |
Property and equipment, net | 275 | 114 |
Notes receivable | 150 | |
Other assets | 27 | 27 |
Total assets | 8,391 | 13,397 |
Current liabilities: | ||
Accounts payable | 741 | 917 |
Accrued expenses | 1,713 | 1,625 |
Total current liabilities | 2,454 | 2,542 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, par value | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 2,324,621 and 1,300,318 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 0 | 0 |
Additional paid-in capital | 80,010 | 73,429 |
Accumulated deficit | (74,073) | (66,099) |
Total stockholders' equity | 5,937 | 10,855 |
Total liabilities and stockholders' equity | 8,391 | 13,397 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock, par value | $ 3,525 | |
Series C Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock, par value | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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 | 2,324,621 | 1,300,318 |
Common stock, shares outstanding | 2,324,621 | 1,300,318 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 8,100 | |
Preferred Stock, shares issued | 0 | 5,737 |
Preferred Stock, shares outstanding | 0 | 5,737 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,800,000 | |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Net revenues | $ 9 | $ 19 | ||
Operating expenses: | ||||
Research and development | $ 1,329 | 1,339 | $ 2,676 | 2,644 |
Acquired in-process research and development | 85 | 4,696 | ||
General and administrative | 1,100 | 885 | 2,223 | 1,835 |
Total operating expenses | 2,514 | 2,224 | 9,595 | 4,479 |
Operating loss | (2,514) | (2,215) | (9,595) | (4,460) |
Other income (expense): | ||||
Interest income, net | 4 | 11 | ||
Other income (expense), net | (1) | 6 | ||
Total other income | 3 | 17 | ||
Loss before income taxes | (2,514) | (2,212) | (9,595) | (4,443) |
Income tax benefit | 1,621 | |||
Net loss | $ (2,514) | $ (2,212) | $ (7,974) | $ (4,443) |
Net loss per common share: | ||||
Basic and diluted | $ (1.12) | $ (3.38) | $ (3.71) | $ (6.80) |
Weighted average common shares: basic and diluted | 2,238,836 | 653,484 | 2,148,477 | 653,484 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (7,974) | $ (4,443) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 27 | 28 |
Non-cash stock-based compensation | 233 | 521 |
Acquired in-process research and development | 4,696 | |
Deferred taxes | (1,621) | |
Value of non-marketable equity securities recognized as revenue | (9) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (187) | (166) |
Accounts payable | (378) | (866) |
Accrued expenses | 88 | 150 |
Net cash used in operating activities | (5,116) | (4,785) |
Cash flows from investing activities: | ||
Purchase of short-term investments | (2,000) | |
Maturities of short-term investments | 5,500 | |
Cash acquired in MirImmune Inc. acquisition | 100 | |
Cash paid for purchase of property and equipment | (188) | |
Net cash (used in) provided by investing activities | (88) | 3,500 |
Net decrease in cash, cash equivalents and restricted cash | (5,204) | (1,285) |
Cash, cash equivalents and restricted cash at the beginning of period | 12,956 | 5,167 |
Cash, cash equivalents and restricted cash at the end of period | 7,752 | $ 3,882 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Cancellation of notes receivable with the acquisition of MirImmune Inc. | 150 | |
Accounts payable assumed with the acquisition of MirImmune Inc. | 5 | |
Fair value of securities issued in connection with the acquisition of MirImmune Inc. | 2,824 | |
Series B Convertible Preferred Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversions of convertible preferred stock into common stock | 3,525 | |
Series C Convertible Preferred Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversions of convertible preferred stock into common stock | $ 816 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2017 | |
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 January 3, 2018, the Board of Directors of the Company approved a 1-for-10 reverse stock split of the Company’s outstanding common stock, which was effected on January 8, 2018. All share and per share amounts in the financial statements have been retroactively adjusted for all periods presented to give effect to the reverse stock split, including reclassifying an amount equal to the reduction in par value to additional paid-in capital. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Restatement of Consolidated Financial Statements Our condensed consolidated statement of operations and our condensed consolidated statement of cash flows for the quarter ended June 30, 2017 have been restated to include the tax-related impact of the Company’s acquisition of MirImmune Inc. (“ MirImmune Six Months Ended June 30, 2017 Previously Reported Adjustment Restated ($ in thousands, except per share data) CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS: Operating Expenses: Research and development $ 2,676 $ — $ 2,676 Acquired in-process research and development 3,075 1,621 4,696 General and administrative 2,223 — 2,223 Total operating expenses 7,974 1,621 9,595 Operating loss (7,974 ) (1,621 ) (9,595 ) Loss before income taxes (7,974 ) (1,621 ) (9,595 ) Income tax benefit — 1,621 1,621 Net loss $ (7,974 ) $ — $ (7,974 ) Net loss per common share: basic and diluted $ (3.71 ) $ — $ (3.71 ) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS: Cash flows from operating activities: Net loss $ (7,974 ) $ — $ (7,974 ) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 27 — 27 Non-cash stock-based compensation 233 — 233 Acquired in-process research and development 3,075 1,621 4,696 Deferred tax — (1,621 ) (1,621 ) Changes in operating assets and liabilities: Prepaid expenses and other assets (187 ) — (187 ) Accounts payable (378 ) — (378 ) Accrued expenses 88 — 88 Net cash used in operating expenses $ (5,116 ) $ — $ (5,116 ) Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP year-end 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, Cash Equivalents and Restricted Cash 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 consists of certificates of deposit held by financial institutions as collateral for the Company’s corporate credit cards. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows (in thousands): June 30, December 31, June 30, 2017 2016 2016 Cash and cash equivalents 7,702 12,906 3,832 Restricted cash 50 50 50 Cash, cash equivalents and restricted cash shown in the statement of cash flows 7,752 12,956 3,882 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. Stock-based Compensation The Company follows the provisions of the Financial Accounting Standards Board (“ FASB ASC 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 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 in accordance with FASB ASC Topic 260, “ Earnings per Share.” |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 3. Recent Accounting Pronouncements In August 2016, the FASB issued Accounting Standards Update (“ ASU 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments 2016-15 2016-15 In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) – Restricted Cash,” 2016-18 In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) – Clarifying the Definition of a Business 2017-01 MirImmune In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718) – Scope of Modification Accounting 2017-09 |
MirImmune Inc. Acquisition
MirImmune Inc. Acquisition | 6 Months Ended |
Jun. 30, 2017 | |
Research and Development [Abstract] | |
MirImmune Inc. Acquisition | 4. MirImmune Inc. Acquisition On January 6, 2017, the Company entered into a Stock Purchase Agreement (the “ Stock Purchase Agreement Series C Convertible Preferred Stock Upon the closing of the acquisition, the notes receivable outstanding on the Company’s balance sheet as of December 31, 2016 were cancelled. The Company assessed the acquisition of MirImmune under FASB ASC Topic 805, “ Business Combinations ASC 805 in-process Additionally, the Company assessed the MirImmune acquisition under ASC Topic 740, “ Income Taxes ” ASC 740 During the three months ended June 30, 2017, the Company recorded $85,000 in in-process research and development expense related to the fair value of consideration for the holdback shares released. During the six months ended June 30, 2017, the Company recorded $4,696,000 in in-process research and development expense related to the fair value of consideration given, which includes transaction costs, liabilities assumed and cancellation of notes receivable, and the deferred tax impact of the MirImmune acquisition. The Company was restricted from converting any of the Series C Convertible Preferred Stock into common stock to the extent that such conversion was not approved by the Company’s stockholders in accordance with the stockholder approval requirements of NASDAQ Marketplace Rule 5635. On June 9, 2017, with the approval of the Company’s stockholders in accordance with the NASDAQ stockholder approval requirements, every ten shares of the Series C Convertible Preferred Stock outstanding were automatically converted into one share of common stock, such that there were no shares of Series C Convertible Preferred Stock issued or outstanding at June 30, 2017. 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 a number of shares of common stock (the “ Milestone Shares The Company assessed the Milestone Shares under FASB ASC Topic 480, “ Distinguishing Liabilities from Equity ASC 480 in-process |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. 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 warrant issued to the Company by Thera Neuropharma, Inc. (“ Thera Financial assets measured at fair value on a recurring basis are summarized as follows, in thousands: Description At June 30, 2017 Quoted Prices in Other Significant Significant Assets: Warrant in Thera $ 5 $ — $ — $ 5 Total $ 5 $ — $ — $ 5 Description At December 31, 2016 Quoted Prices in Other Significant Significant Assets: Warrant in Thera $ 5 $ — $ — $ 5 Total $ 5 $ — $ — $ 5 A reconciliation of the beginning and ending Level 3 assets for the six months ended June 30, 2017 is as follows (in thousands): Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Balance, beginning of period $ 5 Change in the warrant in Thera — Balance, end of period $ 5 Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for cash equivalents, restricted cash and accounts payable approximate their fair values due to their short-term nature. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 6. Stockholders’ Equity Series B Convertible Preferred Stock — Series B Convertible Preferred Stock Series C Convertible Preferred Stock — Series C Convertible Preferred Stock Certificate of Designation as-converted Upon its issuance, the Series C Convertible Preferred Stock was assessed under ASC 480. The Company determined that the Series C Convertible Preferred Stock was not within the scope of ASC 480 and therefore, the Series C Convertible Preferred Stock was not considered a liability. The Series C Convertible Preferred Stock was recorded in permanent equity on the Company’s balance sheet. The Series C Convertible Preferred Stock was then assessed under FASB ASC 815, “ Derivatives and Hedging ASC 815 Pursuant to the Stock Purchase Agreement, the Company acquired all of the issued and outstanding shares of capital stock of MirImmune for an aggregate of 275,036 shares of common stock of the Company and an aggregate of 1,118,224 shares of Series C Convertible Preferred Stock. The Company was restricted from converting any of the Series C Convertible Preferred Stock into common stock to the extent that such conversion was not approved by the Company’s stockholders in accordance with the stockholder approval requirements of NASDAQ Marketplace Rule 5635. On June 9, 2017, with the approval of the Company’s stockholders in accordance with the NASDAQ stockholder approval requirements, every ten shares of the Series C Convertible Preferred Stock outstanding were automatically converted into one share of common stock, such that there were no shares of Series C Convertible Preferred Stock issued or outstanding at June 30, 2017. Please refer to Note 4 for further details on the shares issued in connection with the acquisition of MirImmune. Warrants — Exercise prices Number of Shares Expiration $52.00 130,007 June 2, 2020 $9.00 1,277,993 December 21, 2021 Total warrants outstanding 1,408,000 During the three months ended June 30, 2017, 46 of the Company’s outstanding warrants with an exercise price of $390.00 expired. No warrants were exercised during the three or six months ended June 30, 2017 or 2016. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | 7. 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 six months ended June 30, 2017 and 2016, the following assumptions were used: For the Three Months Ended For the Six Months Ended 2017 2016 2017 2016 Risk-free interest rate 1.73 – 2.25 % N/A 1.73 – 2.49 % 1.18 – 2.02 % Expected volatility 82.99 – 115.18 % N/A 82.99 – 123.01 % 79.42 – 116.70 % Weighted average expected volatility 85.51 % N/A 84.63 % 88.64 % Expected lives (in years) 5.20 – 10.00 N/A 5.20 – 10.00 5.20 – 10.0 Expected dividend yield 0.00 % N/A 0.00 % 0.00 % The weighted average fair value of options granted during the three months ended June 30, 2017 was $4.70. There were no options granted during the three months ended June 30, 2016. The weighted average fair value of options granted during the six months ended June 30, 2017 and 2016 was $4.90 and $21.50, 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 activity of Company’s stock option plan for the six months ended June 30, 2017: Total Number Weighted- Aggregate Balance at December 31, 2016 37,444 $ 272.90 Granted 32,838 6.90 Exercised — — Cancelled (2,537 ) 262.80 Balance at June 30, 2017 67,745 $ 144.30 $ — Exercisable at June 30, 2017 32,831 $ 281.50 $ — The Company recorded stock-based compensation expense for the three and six months ended June 30, 2017 and 2016 as follows, in thousands: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Research and development $ 40 $ 88 $ 73 $ 160 General and administrative 79 139 160 361 Total stock-based compensation $ 119 $ 227 $ 233 $ 521 Stock-based compensation expense for the three and six months ended June 30, 2017 includes $22,000, recorded in research and development expense, related to stock option modifications in connection with the retirement of the Company’s former Chief Development Officer. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 8. Net Loss per Share The following table sets forth the potential common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive: June 30, 2017 2016 Options to purchase common stock 67,745 38,996 Warrants to purchase common stock 1,408,000 255,697 Total 1,475,745 294,693 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events On August 8, 2017, the Company entered into a purchase agreement (the “ Purchase Agreement LPC 30-month |
Significant Accounting Polici15
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP year-end |
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, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash 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 consists of certificates of deposit held by financial institutions as collateral for the Company’s corporate credit cards. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows (in thousands): June 30, December 31, June 30, 2017 2016 2016 Cash and cash equivalents 7,702 12,906 3,832 Restricted cash 50 50 50 Cash, cash equivalents and restricted cash shown in the statement of cash flows 7,752 12,956 3,882 |
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 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 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 |
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 in accordance with FASB ASC Topic 260, “ Earnings per Share.” |
Significant Accounting Polici16
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Restatement of Consolidated Financial Statements | The following table summarizes the effects of our restatement on the six months ended June 30, 2017 resulting from the correction of this error. Six Months Ended June 30, 2017 Previously Reported Adjustment Restated ($ in thousands, except per share data) CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS: Operating Expenses: Research and development $ 2,676 $ — $ 2,676 Acquired in-process research and development 3,075 1,621 4,696 General and administrative 2,223 — 2,223 Total operating expenses 7,974 1,621 9,595 Operating loss (7,974 ) (1,621 ) (9,595 ) Loss before income taxes (7,974 ) (1,621 ) (9,595 ) Income tax benefit — 1,621 1,621 Net loss $ (7,974 ) $ — $ (7,974 ) Net loss per common share: basic and diluted $ (3.71 ) $ — $ (3.71 ) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS: Cash flows from operating activities: Net loss $ (7,974 ) $ — $ (7,974 ) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 27 — 27 Non-cash stock-based compensation 233 — 233 Acquired in-process research and development 3,075 1,621 4,696 Deferred tax — (1,621 ) (1,621 ) Changes in operating assets and liabilities: Prepaid expenses and other assets (187 ) — (187 ) Accounts payable (378 ) — (378 ) Accrued expenses 88 — 88 Net cash used in operating expenses $ (5,116 ) $ — $ (5,116 ) |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash Reported Within Balance Sheet | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows (in thousands): June 30, December 31, June 30, 2017 2016 2016 Cash and cash equivalents 7,702 12,906 3,832 Restricted cash 50 50 50 Cash, cash equivalents and restricted cash shown in the statement of cash flows 7,752 12,956 3,882 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Financial assets measured at fair value on a recurring basis are summarized as follows, in thousands: Description At June 30, 2017 Quoted Prices in Other Significant Significant Assets: Warrant in Thera $ 5 $ — $ — $ 5 Total $ 5 $ — $ — $ 5 Description At December 31, 2016 Quoted Prices in Other Significant Significant Assets: Warrant in Thera $ 5 $ — $ — $ 5 Total $ 5 $ — $ — $ 5 |
Schedule of Reconciliation of the Beginning and Ending Level 3 Assets | A reconciliation of the beginning and ending Level 3 assets for the six months ended June 30, 2017 is as follows (in thousands): Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Balance, beginning of period $ 5 Change in the warrant in Thera — Balance, end of period $ 5 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Summary of Warrants Outstanding | Warrants — Exercise prices Number of Shares Expiration $52.00 130,007 June 2, 2020 $9.00 1,277,993 December 21, 2021 Total warrants outstanding 1,408,000 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 six months ended June 30, 2017 and 2016, the following assumptions were used: For the Three Months Ended For the Six Months Ended 2017 2016 2017 2016 Risk-free interest rate 1.73 – 2.25 % N/A 1.73 – 2.49 % 1.18 – 2.02 % Expected volatility 82.99 – 115.18 % N/A 82.99 – 123.01 % 79.42 – 116.70 % Weighted average expected volatility 85.51 % N/A 84.63 % 88.64 % Expected lives (in years) 5.20 – 10.00 N/A 5.20 – 10.00 5.20 – 10.0 Expected dividend yield 0.00 % N/A 0.00 % 0.00 % |
Summary of Stock Option Activity | The following table summarizes the activity of Company’s stock option plan for the six months ended June 30, 2017: Total Number Weighted- Aggregate Balance at December 31, 2016 37,444 $ 272.90 Granted 32,838 6.90 Exercised — — Cancelled (2,537 ) 262.80 Balance at June 30, 2017 67,745 $ 144.30 $ — Exercisable at June 30, 2017 32,831 $ 281.50 $ — |
Details of Stock-based Compensation Expense Recorded | The Company recorded stock-based compensation expense for the three and six months ended June 30, 2017 and 2016 as follows, in thousands: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Research and development $ 40 $ 88 $ 73 $ 160 General and administrative 79 139 160 361 Total stock-based compensation $ 119 $ 227 $ 233 $ 521 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 because their inclusion would be anti-dilutive: June 30, 2017 2016 Options to purchase common stock 67,745 38,996 Warrants to purchase common stock 1,408,000 255,697 Total 1,475,745 294,693 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Detail) | Jan. 03, 2018 |
Subsequent Events [Member] | |
Reverse stock split ratio | 0.1 |
Significant Accounting Polici22
Significant Accounting Policies - Summary of Restatement of Consolidated Financial Statements (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Operating expenses: | ||||
Research and development | $ 1,329 | $ 1,339 | $ 2,676 | $ 2,644 |
Acquired in-process research and development | 85 | 4,696 | ||
General and administrative | 1,100 | 885 | 2,223 | 1,835 |
Total operating expenses | 2,514 | 2,224 | 9,595 | 4,479 |
Operating loss | (2,514) | (2,215) | (9,595) | (4,460) |
Loss before income taxes | (2,514) | (2,212) | (9,595) | (4,443) |
Income tax benefit | 1,621 | |||
Net loss | $ (2,514) | $ (2,212) | $ (7,974) | $ (4,443) |
Net loss per common share: basic and diluted | $ (1.12) | $ (3.38) | $ (3.71) | $ (6.80) |
Cash flows from operating activities: | ||||
Net loss | $ (2,514) | $ (2,212) | $ (7,974) | $ (4,443) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Depreciation and amortization | 27 | 28 | ||
Non-cash stock-based compensation | 119 | $ 227 | 233 | 521 |
Acquired in-process research and development | $ 85 | 4,696 | ||
Deferred tax | (1,621) | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other assets | (187) | (166) | ||
Accounts payable | (378) | (866) | ||
Accrued expenses | 88 | 150 | ||
Net cash used in operating activities | (5,116) | $ (4,785) | ||
Previously Reported [Member] | ||||
Operating expenses: | ||||
Research and development | 2,676 | |||
Acquired in-process research and development | 3,075 | |||
General and administrative | 2,223 | |||
Total operating expenses | 7,974 | |||
Operating loss | (7,974) | |||
Loss before income taxes | (7,974) | |||
Net loss | $ (7,974) | |||
Net loss per common share: basic and diluted | $ (3.71) | |||
Cash flows from operating activities: | ||||
Net loss | $ (7,974) | |||
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Depreciation and amortization | 27 | |||
Non-cash stock-based compensation | 233 | |||
Acquired in-process research and development | 3,075 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other assets | (187) | |||
Accounts payable | (378) | |||
Accrued expenses | 88 | |||
Net cash used in operating activities | (5,116) | |||
Adjustment [Member] | ||||
Operating expenses: | ||||
Acquired in-process research and development | 1,621 | |||
Total operating expenses | 1,621 | |||
Operating loss | (1,621) | |||
Loss before income taxes | (1,621) | |||
Income tax benefit | 1,621 | |||
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Acquired in-process research and development | 1,621 | |||
Deferred tax | $ (1,621) |
Significant Accounting Polici23
Significant Accounting Policies - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Liquid instrument maturity period | Three months or less |
Significant Accounting Polici24
Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash Reported Within Balance Sheet (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 7,702 | $ 12,906 | $ 3,832 | |
Restricted cash | 50 | 50 | 50 | |
Cash, cash equivalents and restricted cash shown in the statement of cash flows | $ 7,752 | $ 12,956 | $ 3,882 | $ 5,167 |
MirImmune Inc. Acquisition - Ad
MirImmune Inc. Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 06, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 09, 2017 | Dec. 31, 2016 |
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | |||||
Number of shares acquired | 275,036 | 275,036 | |||
Holdback of aggregate closing consideration, percentage | 3.00% | ||||
Income tax expense (benefit) | $ 1,621 | ||||
Acquired in-process research and development | $ 85 | 4,696 | |||
MirImmune, Inc. [Member] | |||||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | |||||
Income tax expense (benefit) | $ 1,621 | ||||
MirImmune Stock Purchase Agreement [Member] | |||||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | |||||
Shares of common stock to be issued upon milestone | 251,909 | ||||
Additional number of common stock to be issued upon milestone percentage | 13.00% | ||||
Series C Convertible Preferred Stock [Member] | |||||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | |||||
Number of shares acquired | 1,118,224 | 1,118,224 | |||
Stock conversion ratio | 1 | 1 | 1 | ||
Preferred Stock, shares issued | 0 | 0 | 0 | ||
Preferred Stock, shares outstanding | 0 | 0 | 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurements (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets: | ||
Warrant in Thera | $ 5 | $ 5 |
Total | 5 | 5 |
Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Warrant in Thera | 5 | 5 |
Total | $ 5 | $ 5 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Reconciliation of the Beginning and Ending Level 3 Assets (Detail) - Unobservable Inputs (Level 3) [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, beginning of period | $ 5 |
Balance, end of period | 5 |
Thera Warrant [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Change in the warrant in Thera | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Jan. 06, 2017 | Jan. 05, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 09, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | |||||||||
Number of common stock issued upon conversion of convertible instrument | 0 | 0 | 0 | 0 | |||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Number of shares acquired | 275,036 | 275,036 | |||||||
Number of warrants outstanding | 1,408,000 | 1,408,000 | |||||||
Series B Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, shares outstanding | 0 | 0 | 5,737 | ||||||
Convertible preferred stock, shares issued | 0 | 0 | 5,737 | ||||||
Preferred stock, shares authorized | 8,100 | ||||||||
Series C Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, shares outstanding | 0 | 0 | 0 | ||||||
Convertible preferred stock, shares issued | 0 | 0 | 0 | ||||||
Preferred stock, shares authorized | 1,800,000 | 1,800,000 | 1,800,000 | ||||||
Preferred stock voting rights | No voting rights, with certain exceptions | ||||||||
Other dividends paid | $ 0 | ||||||||
Number of shares acquired | 1,118,224 | 1,118,224 | |||||||
Shares issued upon conversion | 1 | 1 | 1 | ||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of common stock issued upon conversion of convertible instrument | 637,445 | ||||||||
Warrants With Exercise Price $390.00 [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise prices | $ 390 | $ 390 | |||||||
Number of warrants outstanding | 46 | 46 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Warrants Outstanding (Detail) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of Shares Underlying Warrants | 1,408,000 |
Warrants With Exercise Price $52.00 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise prices | $ / shares | $ 52 |
Number of Shares Underlying Warrants | 130,007 |
Expiration | Jun. 2, 2020 |
2016 Warrants With Exercise Price $9.00 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise prices | $ / shares | $ 9 |
Number of Shares Underlying Warrants | 1,277,993 |
Expiration | Dec. 21, 2021 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Assumptions Used to Determine Fair Value of Option Grants (Detail) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, Minimum | 1.73% | 1.73% | 1.18% |
Risk-free interest rate, Maximum | 2.25% | 2.49% | 2.02% |
Expected volatility, Minimum | 82.99% | 82.99% | 79.42% |
Expected volatility, Maximum | 115.18% | 123.01% | 116.70% |
Weighted average expected volatility | 85.51% | 84.63% | 88.64% |
Expected dividend yield | 0.00% | 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 | 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 | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Weighted average grant date fair value per share of options granted | $ 4.70 | $ 4.90 | $ 21.50 | |
Total Number of options, Granted | 0 | 32,838 | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Stock-based compensation expense | $ 22,000 | $ 22,000 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Total Number of Shares, Beginning Balance | 37,444 | |
Total Number of Shares, Granted | 0 | 32,838 |
Total Number of Shares, Exercised | 0 | |
Total Number of Shares, Cancelled | (2,537) | |
Total Number of Shares, Ending Balance | 67,745 | |
Total Number of Shares, Exercisable | 32,831 | |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ 272.90 | |
Weighted-Average Exercise Price Per Share, Granted | 6.90 | |
Weighted-Average Exercise Price Per Share, Exercised | 0 | |
Weighted-Average Exercise Price Per Share, Cancelled | 262.80 | |
Weighted-Average Exercise Price Per Share, Ending Balance | 144.30 | |
Weighted-Average Exercise Price Per Share, Exercisable | $ 281.50 | |
Aggregate Intrinsic Value, Ending Balance | $ 0 | |
Aggregate Intrinsic Value, Exercisable | $ 0 |
Stock-based Compensation - Deta
Stock-based Compensation - Details of Stock-based Compensation Expense Recorded (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 119 | $ 227 | $ 233 | $ 521 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 40 | 88 | 73 | 160 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 79 | $ 139 | $ 160 | $ 361 |
Net Loss per Share - Common Sha
Net Loss per Share - Common Shares Excluded from the Calculation of Net Loss per Common Share Attributable to Common Stockholders (Detail) - shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 1,475,745 | 294,693 |
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 | 67,745 | 38,996 |
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 | 1,408,000 | 255,697 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Events [Member] - Lincoln Park Capital Fund, LLC [Member] - Common Stock [Member] | Aug. 08, 2017shares |
Subsequent Event [Line Items] | |
Purchase agreement term | 30 months |
Number of common stock issued as a commitment fee | 45,000 |
Maximum [Member] | |
Subsequent Event [Line Items] | |
Potential consideration under purchase agreement | 15,000,000 |