Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 09, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | Cerecor Inc. | |
Entity Central Index Key | 1,534,120 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 8,650,143 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 16,601,641 | $ 21,161,967 |
Prepaid expenses and other current assets | 231,541 | 401,550 |
Restricted cash | 58,832 | 58,832 |
Total current assets | 16,892,014 | 21,622,349 |
Property and equipment, net | 37,327 | 35,216 |
Total assets | 16,929,341 | 21,657,565 |
Current liabilities: | ||
Current portion of long term debt, net of discount | 3,304,004 | 3,208,074 |
Accounts payable | 591,034 | 678,109 |
Accrued expenses and other current liabilities | 2,151,691 | 1,885,458 |
Warrant liability | 37,562 | 27,606 |
Unit purchase option liability | 87,719 | 50,571 |
Total current liabilities | 6,172,010 | 5,849,818 |
Long term debt, net of current portion and discount | 1,487,750 | 2,353,482 |
Other long term liability | 388,559 | 370,538 |
Total liabilities | $ 8,048,319 | $ 8,573,838 |
Stockholders equity (deficit): | ||
Preferred stock - $0.001 par value; 5,000,000 shares authorized at March 31, 2016 and December 31, 2015; zero shares issued and outstanding at March 31, 2016 and December 31, 2015 | ||
Common Stock, $0.001 par value; 200,000,000 shares authorized at March 31, 2016 and December 31, 2015; 8,650,143 shares issued and outstanding at March 31, 2016 and December 31, 2015 | $ 8,650 | $ 8,650 |
Additional paid in capital | 67,575,865 | 66,638,557 |
Accumulated deficit | (58,703,493) | (53,563,480) |
Total stockholders' equity | 8,881,022 | 13,083,727 |
Total liabilities and stockholders' equity | $ 16,929,341 | $ 21,657,565 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Balance Sheets | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, Par value | $ 0.001 | $ 0.001 |
Common stock, Shares authorized | 200,000,000 | 200,000,000 |
Common stock, Shares issued | 8,650,143 | 8,650,143 |
Common stock, Shares outstanding | 8,650,143 | 8,650,143 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating expenses: | ||
Research and development | $ 2,293,273 | $ 1,723,312 |
General and administrative | 2,649,093 | 760,759 |
Loss from operations | (4,942,366) | (2,484,071) |
Other income (expense) | ||
Change in fair value of warrant liability, unit purchase option liability and investor rights obligation | (47,104) | (535,291) |
Interest expense, net | (150,543) | (218,357) |
Total other expenses | (197,647) | (753,648) |
Net loss | $ (5,140,013) | $ (3,237,719) |
Net loss per share of common stock, basic and diluted | $ (0.59) | $ (4.98) |
Weighted average shares of Common Stock outstanding, basic and diluted | 8,650,143 | 649,721 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities | ||
Net loss | $ (5,140,013) | $ (3,237,719) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 6,788 | 5,519 |
Stock-based compensation expense | 937,308 | 50,188 |
Non-cash interest expense | 52,120 | 69,444 |
Change in fair value of warrant liability, unit purchase option liability and investor rights obligation | 47,104 | 535,291 |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | 170,009 | 14,104 |
Restricted cash | 58,333 | |
Accounts payable | (71,398) | (209,084) |
Accrued expenses and other liabilities | 291,522 | (355,325) |
Net cash used in operating activities | (3,706,560) | (3,069,249) |
Investing activities | ||
Purchase of property and equipment | (8,898) | |
Net cash used in investing activities | (8,898) | |
Financing activities | ||
Principal payments on term debt | (803,900) | |
Payment of offering costs of initial public offering | (40,968) | (15,796) |
Net cash used in financing activities | (844,868) | (15,796) |
Decrease in cash and cash equivalents | (4,560,326) | (3,085,045) |
Cash and cash equivalents at beginning of period | 21,161,967 | 11,742,349 |
Cash and cash equivalents at end of period | 16,601,641 | 8,657,304 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | $ 111,878 | $ 149,063 |
Business
Business | 3 Months Ended |
Mar. 31, 2016 | |
BUSINESS | |
BUSINESS | 1. Business Cerecor Inc. (the “Company” or “Cerecor”) was incorporated on January 31, 2011 in Delaware. The Company is a clinical ‑stage biopharmaceutical company with the goal of becoming a leader in the development of innovative drugs that make a difference in the lives of patients with neurological and psychiatric disorders. The Company’s operations since inception have been limited to organizing and staffing the Company, acquiring rights to and developing certain product candidates and its product platform, business planning and raising capital. Liquidity The Company's financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments that might be necessary should the Company be unable to continue to fund its operations. The Company has not generated any product revenues and has not yet achieved profitable operations. There is no assurance that profitable operations will ever be achieved, and if achieved, could be sustained on a continuing basis. The Company has incurred recurring operating losses since inception. For the three months ended March 31, 2016, the Company incurred a net loss of $5.1 million and generated negative cash flows from operations of $3.7 million . As of March 31, 2016, the Company had an accumulated deficit of $58.7 million . The Company anticipates operating losses to continue for the foreseeable future due to, among other things, costs related to the clinical development of its product candidates, its product platform, its preclinical programs, business development and the development of its administrative organization. The Company will require substantial additional financing to fund its operations and to continue to execute its strategy. The Company plans to meet its capital requirements primarily through a combination of equity and debt financings, collaborations, strategic alliances, federal grants and marketing distribution or licensing arrangements and in the longer term, revenue from product sales to the extent its product candidates receive marketing approval and are commercialized. There can be no assurance, however, that the Company will be successful in obtaining financing at the level needed to sustain operations and develop its product candidates or on terms acceptable to the Company, or that the Company will obtain approvals necessary to market its products or achieve profitability or sustainable, positive cash flow. The Company currently anticipates that current cash and cash equivalents will be sufficient to meet its anticipated cash requirements through the end of 2016. These factors raise significant doubt about the Company’s ability to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | 2. Significant Accounting Policies Basis of Presentation The Company’s unaudited financial statements have been prepared in accordance with U. S. generally accepted accounting principles (“GAAP”). In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly the Company’s financial position, results of operations and cash flows. The balance sheet at December 31, 2015 has been derived from audited financial statements at that date. The interim results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosure normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the United States Securities and Exchange Commission (“SEC”). The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited financial statements are read in conjunction with the December 31, 2015 audited financial statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, other comprehensive income and related disclosures. On an ongoing basis, management evaluates its estimates, including estimates related to clinical trial accruals, the warrant liability and the unit purchase option liability. The Company bases its estimates on historical experience and other market ‑specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. Net Loss Per Share, Basic and Diluted Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted ‑average number of shares of common stock outstanding during the period, excluding the dilutive effects, if any, of preferred stock, the investor rights obligation, warrants on preferred stock and common stock, stock options and unvested restricted stock. Diluted net loss per share of common stock is computed by dividing the net loss attributable to common stockholders by the sum of the weighted ‑average number of shares of common stock outstanding during the period plus the potential dilutive effects of preferred stock, the investor rights obligation, warrants on preferred stock and common stock, stock options and unvested restricted stock outstanding during the period calculated in accordance with the treasury stock method, although these shares and options are excluded if their effect is anti ‑dilutive. In addition, the Company analyzes the potential dilutive effect of the outstanding preferred stock, the investor rights obligation, and warrants on preferred stock and common stock under the “if ‑converted” method when calculating diluted earnings per share, in which it is assumed that the outstanding security converts into common stock at the beginning of the period. Because the impact of these items is generally anti ‑dilutive during periods of net loss, there was no difference between basic and diluted net loss per share of common stock for the three months ended March 31, 2016 and 2015. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The carrying amounts reported in the balance sheets for cash and cash equivalents are valued at cost, which approximates their fair value. Restricted Cash During 2013, the Company entered into a lease for new office space for its principal offices in Baltimore, Maryland. The Company has provided the landlord with a letter of credit in the amount of $175,000 as security by the Company of the Company’s obligations under the lease. The letter of credit is supported by funds that are invested in a certificate of deposit. Provided there has been no event of default by the Company, the Company may request that the amount of the letter of credit be reduced by one ‑third (approximately $58,000) at the end of each of the first three years of the lease term. At the expiration of the third year of the lease term, which will occur in the third quarter of 2016, the Company shall deposit with the landlord the sum of $13,000 as a security deposit. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company maintains a portion of its cash and cash equivalent balances in the form of a money market account with a financial institution that management believes to be creditworthy. The Company has no financial instruments with off ‑balance sheet risk of loss. Debt Issuance Costs The Company may record debt and equity discounts in connection with raising funds through the issuance of convertible notes or equity instruments. These discounts may arise from (i) the receipt of proceeds less than the face value of the convert ible notes or equity instruments, (ii) allocation of proceeds to beneficial conversion features and/or (iii) recording der ivative liabilities related to embedded features. These costs are amortized over the life of the debt to interest expense utilizing the effective interest method. Property and Equipment Property and equipment consists of computers, office equipment, and furniture and is recorded at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Property and equipment are depreciated on a straight ‑line basis over their estimated useful lives. The Company uses a life of four years for computers and software, and five years for equipment and furniture. Upon retirement or sale, the cost of the disposed asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized. Research and Development Research and development costs are expensed as incurred. These costs include, but are not limited to, employee ‑related expenses, including salaries, benefits and stock ‑based compensation of research and development personnel; expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical trials and preclinical studies; the cost of acquiring, developing and manufacturing clinical trial materials; other supplies; facilities, depreciation and other expenses, which include direct and allocated expenses for rent, utilities and insurance; and costs associated with preclinical activities and regulatory operations. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information provided to the Company by its vendors, such as clinical research organizations, with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued research and development expense, as the case may be. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non ‑owner sources. Comprehensive loss was equal to net loss for all periods presented. Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. The deferred tax asset primarily includes net operating loss and tax credit carryforwards, accrued expenses not currently deductible and the cumulative temporary differences related to certain research and patent costs, which have been charged to expense in the accompanying statements of operations but have been recorded as assets for income tax purposes. The portion of any deferred tax asset for which it is more likely than not that a tax benefit will not be realized must then be offset by recording a valuation allowance. A full valuation allowance has been established against all of the deferred tax assets as it is more likely than not that these assets will not be realized given the Company’s history of operating losses. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. The amount for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not to be realized upon ultimate settlement of the position. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of March 31, 2016, th e Company does not believe any material uncertain tax positions are present. Stock ‑B ased Compensation At March 31, 2016, the Company had one stock ‑based compensation plan. The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock ‑based awards made to employees and non ‑employees, including employee stock options, in the statements of operations. For stock options issued to employees and members of the board of directors for their services on the board of directors, the Company estimates the grant date fair value of each option using the Black ‑Scholes option pricing model. The use of the Black ‑Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk ‑free interest rates and expected dividend yields of the common stock. For awards subject to service ‑based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock ‑based compensation expense, net of estimated forfeitures, equal to the grant date fair value of stock options on a straight ‑line basis over the requisite service period, which is generally the vesting term. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For stock options issued to non ‑employees, the Company initially measures the options at their grant date fair values and revalues as the underlying equity instruments vest and are recognized as expense over the earlier of the period ending with the performance commitment date or the date the services are completed in accordance with the provisions of ASC 718 and ASC 505 ‑50, Equity ‑Based Payments to Non ‑Employees (“ASC 505 ‑50”). Clinical Trial Expense Accruals As part of the process of preparing its financial statements, the Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company’s objective is to reflect the appropriate trial expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the progress of the trial as measured by subject progression and the timing of various aspects of the trial. The Company determines accrual estimates by taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of trials, or the services completed. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third ‑party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in it reporting amounts that are too high or too low for any particular period. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision ‑making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its business as one operating segment. All long ‑lived assets of the Company reside in the United States. Recently Adopted Accounting Pronouncements In April 2015, the FASB issued ASU No. 2015 ‑03, Simplifying the Presentation of Debt Issuance Costs. The guidance requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated de bt liability, consistent with the presentation of a debt discount. The standard also aligns the GAAP presentation with International Financial Reporting Standards and will remedy the long ‑standing conflict with the guidance in FASB Concepts Statement No. 6, Elements of Financial Statements, which indicates that debt issuance costs do not meet the definition of an asset, because they provide no future economic benefit. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The new guidance was adopted by the Company on a retrospective basis in 2015. The adoption of this guidance did not have a material impact on the Company’s balance sheets. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014 ‑09, Revenue From Contracts With Customers (“ASU 2014 ‑09”). Pursuant to this update, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606) , which delays the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 will be effective for annual reporting periods beginning after December 15, 2017 with early adoption permitted for annual reporting periods beginning after December 15, 2016. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”) and ASU No. 2016-10, Revenue From Contracts With Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”), which clarify the guidance in ASU 2014-09 and have the same effective date as the original standard. The Company has not yet determined the impact of adoption of ASU 2014-09, ASU 2016-08, or ASU 2016-10 on the financial statements, although, the impact is not expected to be significant given the Company has not historically recognized significant amounts of revenue. In August 2014, the FASB issued ASU No. 2014 ‑15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . The amendments in this update will explicitly require a company’s management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The new standard will be effective in the first annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the potential impact of the adoption of this standard, but believes its adoption will have no impact on its financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This guidance revises existing practice related to accounting for leases under ASC 840, Leases (“ASC 840”) for both lessees and lessors. The new guidance in ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability for nearly all leases (other than leases that meet the definition of a short-term lease). The lease liability will be equal to the present value of lease payments and the right-of-use asset will be based on the lease liability, subject to adjustment such as for initial direct costs. For income statement purposes, the new standard retains a dual model similar to ASC 840, requiring leases to be classified as either operating leases or capital leases. For lessees, operating leases will result in straight-line expense (similar to current accounting by lessees for operating leases under ASC 840) while capital leases will result in a front-loaded expense pattern (similar to current accounting by lessees for capital leases under ASC 840). The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company is currently evaluating the potential impact of the adoption of this standard on its financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. The guidance is intended to simplify several areas of accounting for share-based compensation, including income tax impacts, classification on the statement of cash flows and forfeitures. The new standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early application is permitted. The Company is currently evaluating the potential impact of the adoption of this standard on its financial statements. |
Net Loss Per Share Of Common St
Net Loss Per Share Of Common Stock, Basic And Diluted | 3 Months Ended |
Mar. 31, 2016 | |
NET LOSS PER SHARE OF COMMON STOCK, BASIC AND DILUTED | |
NET LOSS PER SHARE OF COMMON STOCK, BASIC AND DILUTED | 3. Net Loss Per Share of Common Stock, Basic and Diluted The following table sets forth the computation of basic and diluted net loss per share of common stock for the three months ended March 31, 2016 and 2015: Three Months Ended March 31, Net loss per share, basic and diluted calculation: 2016 2015 Net loss $ $ Weighted-average common shares outstanding Net loss per share, basic and diluted $ $ The following outstanding securities at March, 31, 2016 and 2015 have been excluded from the computation of diluted weighted shares outstanding, as they would have been anti ‑dilutive: March 31, March 31, 2016 2015 Series A convertible preferred stock — Series A-1 convertible preferred stock — Series B convertible preferred stock — Stock options Warrants on common stock Warrants on preferred stock — Investor rights obligation — Underwriters' unit purchase option — |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 4. Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value standard also establishes a three ‑level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows: · Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market. · Level 2—inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model ‑derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability. · Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability. At March 31, 2016 and December 31, 2015, the Company’s financial instruments included cash and cash equivalents, restricted cash, accounts payable, accrued expenses and other current liabilities, long term debt, the term loan warrant liability and the underwriters’ unit purchase option liability. The carrying amounts reported in the accompanying financial statements for cash and cash equivalents, restricted cash, accounts payable, and accrued expenses and other current liabilities approximate their respective fair values because of the short ‑term nature of these accounts. The estimated fair value of the Company’s debt of $4.9 million as of March 31, 2016 was based on current interest rates for similar types of borrowings and is in Level 2 of the fair value hierarchy. The fo llowing table presents, for each of the fair value hierarchy levels required under ASC 820, the Company’s assets and liabilities that are measured at fair value on a recurring basis: March 31, 2016 Fair Value Measurements Using Quoted prices in Significant other Significant active markets for observable unobservable identical assets inputs inputs (Level 1) (Level 2) (Level 3) Assets Investments in money market funds* $ $ — $ — Liabilities Warrant liability $ — $ — $ Unit purchase option liability $ — $ — $ December 31, 2015 Fair Value Measurements Using Quoted prices in Significant other Significant active markets for observable unobservable identical assets inputs inputs (Level 1) (Level 2) (Level 3) Assets Investments in money market funds* $ $ — $ — Liabilities Warrant liability $ — $ — $ Unit purchase option liability $ — $ — $ * Investments in money market funds are reflected in cash and cash equivalents on the accompanying Balance Sheets. Level 3 Valuation The warrant liability (which relates to warrants to purchase shares of common stock as part of the term loan agreement) is marked ‑to ‑market each reporting period with the change in fair value recorded to other income (expense) in the accompanying statements of operations until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified to stockholders’ equity. The fair value of the warrant liability is estimated using a Black ‑Scholes option-pricing model. The significant assumptions used in preparing the option pricing model for valuing the warrant liability as of March 31, 2016, include (i) volatility of 80% , (ii) risk free interest rate of 1.13% , (iii) strike price ( $8.40 ), (iv) fair value of common stock ( $3.73 ), and (v) expected life of 4.6 years. The underwriters’ unit purchase option (the “UPO”) was issued to the underwriters of the Company’s initial public offering (“IPO”) and provides the underwriters the option to purchase up to a total of 40,000 units. The units underlying the UPO will be, immediately upon exercise, separated into shares of common stock, underwriters’ Class A warrants and underwriters’ Class B warrants (such warrants together referred to as the Underwriters’ Warrants). The Underwriters’ Warrants are warrants to purchase shares of common stock. The Company classifies the UPO as a liability as it is a freestanding marked-to-market derivative instrument that is precluded from being classified in stockholders’ equity. The UPO liability is marked ‑to ‑market each reporting period with the change in fair value recorded to other income (expense) in the accompanying statements of operations until the UPO is exercised, expire or other facts and circumstances lead the UPO to be reclassified to stockholders’ equity. The fair value of the UPO liability is estimated using a Black-Scholes option-pricing model within a Monte Carlo simulation model framework. The significant assumptions used in preparing the simulation model for valuing the UPO as of March 31, 2016, include (i) volatility range of 65% to 80% , (ii) risk free interest rate range of 0.18% to 1.26% , (iii) unit strike price ( $7.48 ), (iv) underwriters’ Class A warrant strike price ( $5.23 ), (v) underwriters’ Class B warrant strike price ( $4.49 ), (vi) fair value of underlying equity ( $3.73 ), and (vii) optimal exercise point of immediately prior to the expiration of the underwriters’ Class B warrants, which occurs on April 20, 2017. The increases in volatility and the fair value of underlying equity were the primary drivers of the in crease in fair value of the UPO liability from $50,571 as of December 31, 2015 to $87,719 as of March 31, 2016. This $37,148 loss on the change in fair value of the UPO liability was recorded to other income in the accompanying statement of operations. The table presented below is a summary of changes of the Company’s Level 3 warrant liability and unit purchase option liability for the three months ended March 31, 2016: Warrant Unit purchase liability option liability Total Balance at December 31, 2015 $ $ $ Change in fair value Balance at March 31, 2016 $ $ $ No other changes in valuation techniques or inputs occurred during the three months ended March 31, 2016 and no transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy occurred during the three months ended March 31, 2016. |
Accrued Expenses And Other Curr
Accrued Expenses And Other Current Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: March 31, December 31, 2016 2015 Compensation and benefits $ $ Research and development expenses General and administrative Accrued interest Total accrued expenses and other current liabilities $ $ |
Asset Acquisition And License A
Asset Acquisition And License Agreements | 3 Months Ended |
Mar. 31, 2016 | |
ASSET ACQUISITION AND LICENSE AGREEMENTS | |
ASSET ACQUISITION AND LICENSE AGREEMENTS | 6. Asset Acquisition and License Agreements Merck CERC-301 License In 2013, the Company entered into an exclusive license agreement with Merck pursuant to which Merck granted the Company rights relating to certain small molecule compounds. In consideration of the license, the Company may be required to make initial payments totaling $1.5 million upon the achievement of certain milestones. Pursuant to the license agreement the Company paid an initial payment of $750,000 , which was recorded as a research and development expense in the Company’s statement of operations for the year ended December 31, 2013, and upon achievement of FDA acceptance of Merck pre-clinical data and FDA approval of a Phase 3 clinical trial the Company will pay an additional $750,000 . Additional payments may be due upon achievement of development and regulatory milestones, including first commercial sale. Upon commercialization of an NR2B product, the Company is obligated to pay Merck milestones and royalties on net sales. Lilly CERC-501 License In 2015, the Company acquired rights to CERC-501, which was previously referred to as OpRA Kappa, through an exclusive, worldwide license from Eli Lilly and Company (or “Lilly”). Pursuant to the license agreement, the Company paid $750,000 to Lilly within 30 days of the execution of the license agreement, which was recorded as research and development expense in the accompanying statement of operations for the three months ended March 31, 2015. Upon the Company undertaking a nine -month toxicology study of CERC-501 in non-human primates and delivering a final study report, the Company will be required to pay Lilly an additional $250,000 . Additional payments may be due upon achievement of development and regulatory milestones, including the first commercial sale. Upon commercialization, the Company is obligated to pay Lilly milestones and royalties on net sales. Merck COMTi License In 2013, the Company entered into a separate exclusive license agreement with Merck pursuant to which Merck granted the Company certain rights in small molecule compounds which are known to inhibit the activity of COMT. In consideration of the license, the Company made a $200,000 upfront payment to Merck. For each COMT product that is developed, the Company is required to pay up to $6.2 million in milestone payments upon achievement of various development and regulatory milestones. Upon commercialization of a COMT product, the Company is required to pay Merck a royalty of a low single digit on net sales. |
Term Loan
Term Loan | 3 Months Ended |
Mar. 31, 2016 | |
Term Loan. | |
Term Loan | 7. Term Loan In August 2014, the Company entered into a $7.5 million secured term loan from a finance company. The loan is secured by a lien on all of the Company’s assets, excluding intellectual property, which was subject to a negative pledge. The loan contains certain additional nonfinancial covenants. In connection with the loan agreement, the Company’s cash and investment accounts are subject to account control agreements with the finance company that give the finance company the right to assume control of the accounts in the event of a loan default. Loan defaults are defined in the loan agreement and include, among others, the finance company’s determination that there is a material adverse change in the Company’s operations. Interest on the loan is at a rate of the greater of 7.95% , or 7.95% plus the prime rate as reported in The Wall Street Journal minus 3.25% . The interest rate effective from loan inception to December 16, 2015 was 7.95% . Effective December 17, 2015, the prime rate as reported by The Wall Street Journal increased 0.25% resulting in an increase to the current interest rate, which was 8.20% as of March 31, 2016. The loan was interest ‑only through May 2015, and is repayable in equal monthly payments of principal and interest of approximately $305,000 over 27 months, which began in June 2015. Debt consisted of the following as of March 31, 2016 and December 31, 2015: March 31, December 31, 2016 2015 Term loan $ $ Less: debt discount Term Loan, net of debt discount Less: current portion, net of debt discount Long term debt, net of current portion and debt discount $ $ Interest expense, which includes amortization of a discount and the accrual of a termination fee, was approximately $159,000 for the three months ended March 31, 2016, in the accompanying statement of operations. In connection with the term loan, the Company issued warrants to purchase 625,208 shares of Series B convertible preferred stock at an exercise price of $0.2999 per share that is exercisable for a period ending five years following the closing of the Company’s IPO, which is October 2020. Upon the closing of the Company’s IPO, these warrants became warrants to purchase 22,328 shares of common stock at an exercise price of $8.40 per share, in accordance with their terms. The Company’s warrant to purchase shares of Series B convertible preferred stock represented a freestanding financial instrument that was indexed to an obligation of the Company to repurchase its Series B convertible preferred stock by transferring assets and, therefore, met the criteria to be classified as a liability under FASB ASC 480, Distinguishing Liabilities from Equity . The Company records the warrant liability at its fair value using the Black ‑Scholes option pricing model and revalues the warrant at each reporting date (see Note 4). |
Capital Structure
Capital Structure | 3 Months Ended |
Mar. 31, 2016 | |
CAPITAL STRUCTURE | |
CAPITAL STRUCTURE | 8. Capital Structure On October 20, 2015, the Company filed an amended and restated certificate of incorporation in connection with the closing of its IPO. The amended and restated certificate of incorporation authorizes the Company to issue two classes of stock, common stock and preferred stock, and eliminates all references to the previously existing series of preferred stock. At March 31, 2016, the total number of shares of capital stock the Company was authorized to issue was 205,000,000 of which 200,000,000 was common stock and 5,000,000 was preferred stock. All shares of common and preferred stock have a par value of $0.001 per share. At March 31, 2016 , there were 8,650,143 shares of common stock outstanding and zero shares of preferred stock outstanding. Common Stock Reverse Stock Split On September 1, 2015, the Company filed an amendment to its amended and restated certificate of incorporation effecting a 1-for- 28 reverse stock split of its common stock. All share and per share amounts of common stock in the accompanying financial statements have been restated for all periods to give retroactive effect to the reverse stock split. The shares of common stock retained a par value of $0.001 per share. Accordingly, the stockholders’ equity (deficit) reflects the reverse stock split by reclassifying from common stock to additional paid-in capital an amount equal to the par value of the decreased shares resulting from the reverse stock split. Initial Public Offering On October 20, 2015, the Company closed an IPO of its units. Each unit consisted of one share of common stock, one Class A warrant to purchase one share of common stock at an exercise price of $4.55 per share and one Class B warrant to purchase one -half share of common stock at an exercise price of $3.90 per full share (the “units”). The Class A warrants expire on October 20, 2018 and the Class B warrants expire on April 20, 2017. The closing of the IPO resulted in the sale of 4,000,000 units at an initial public offering price of $6.50 per unit for gross proceeds of $26.0 million. The net proceeds of the IPO, after underwriting discounts, commissions and expenses, and before offering expenses, to the Company were approximately $23.6 million. On November 13, 2015, the units separated into common stock, Class A warrants and Class B warrants and began trading separately on the NASDAQ Capital Market. On November 23, 2015, the underwriter of the IPO exercised its over-allotment option for 20,000 shares of common stock, 551,900 Class A warrants to purchase one share of common stock and 551,900 Class B warrants to purchase one -half share of common stock for additional gross proceeds of $135,319 . The common stock and accompanying Class A warrants and Class B warrants have been classified to stockholders’ equity (deficit) in the Company’s balance sheet. Underwriter’s Unit Purchase Option The underwriter of the IPO received, for $100 in the aggregate, a unit purchase option (the “UPO”) to purchase up to a total of 40,000 units (or 1% of the units sold in the IPO) exercisable at $7.48 per unit (or 115% of the public offering price per unit in the IPO). The units underlying the UPO will be, immediately upon exercise, separated into shares of common stock, underwriters’ Class A warrants and underwriters’ Class B warrants (such warrants together referred to as the “Underwriters’ Warrants”) such that, upon exercise, the holder of a UPO will not receive actual units but will instead receive the shares of common stock and Underwriters’ Warrants, to the extent that any portion of the Underwriters’ Warrants underlying such units have not otherwise expired. The exercise prices of the underwriters’ Class A warrants and underwriter’s Class B warrants underlying the UPO are $5.23 and $4.49 , respectively. The UPO may be exercised for cash or on a cashless basis, at the holder’s option, and expires on October 14, 2020; provided, that, following the expiration of underwriters’ Class B warrants on April 20, 2017, the UPO will be exercisable only for shares of common stock and underwriters’ Class A warrants at an exercise price of $7.475 per unit; provided further, that, following the expiration of underwriters’ Class A warrants on October 20, 2018, the UPO will be exercisable only for shares of common stock at an exercise price of $7.47 . The Company classified the UPO as a liability as it is a freestanding marked-to-market derivative instrument that is precluded from being classified in stockholders’ equity. The fair value of the UPO is re-measured each reporting period and the change in fair value is recognized in the statement of operations (see Note 4). Common Stock Warrants At March 31, 2016, the following common stock purchase warrants were outstanding: Number of shares Exercise price Expiration underlying warrants per share date 109,976 $ February 2017 29,260 $ February 2017 90,529 $ March 2017 29,557 $ March 2017 130,233 $ April 2017 2,275,950 $ April 2017 20,000* $ April 2017 14,284 $ July 2017 80,966 $ August 2018 4,551,900 $ October 2018 40,000* $ October 2018 3,571 $ December 2018 22,328* $ October 2020 2,380 $ May 2022 7,400,934 * Accounted for as a liability instrument (see Note 4) |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
STOCK BASED COMPENSATION | |
STOCK BASED COMPENSATION | 9. Stock-Based Compensation 2011 Stock Incentive Plan On April 28, 2011, the board of directors adopted the 2011 Stock Incentive Plan (the “2011 Plan”) reserving and authorizing up to 178,571 shares of common stock for stock ‑based compensation awards to attract, retain and reward eligible employees, consultants, and non ‑employee directors. The options have a contractual term of ten years. Generally, the options vest annually over three or four years, as determined by the board of directors, upon each option grant, although certain option grants in 2015 and 2014 were fully vested on the grant date. On January 10, 2012 and May 6, 2013, the board of directors and stockholders of the Company approved amendments to the 2011 Plan authorizing increases in the number of shares reserved for issuance under the plan of 107,143 and 418,714 , respectively, resulting in an aggregate number of shares reserved for future issuance under the 2011 Plan of 704,428 . 2015 Omnibus Plan On June 26, 2015, the board of directors adopted the 2015 Omnibus Plan (the “2015 Plan”), which was approved by the Company’s stockholders on August 31, 2015, reserving and authorizing up to 890,815 new shares of common stock for issuance. The 2015 Plan became effective on October 13, 2015. As of the effective date of the 2015 Plan, no additional grants will be made under the 2011 Plan. Outstanding grants under the 2011 Plan will continue in effect according to their terms as in effect under the 2011 Plan. During the term of the 2015 Plan, the share reserve automatically increases on the first trading day in January of each calendar year, beginning in 2016, by an amount equal to 3% of the total number of outstanding shares of common stock on the last trading day in December of the prior calendar year. This share reserve increase provision resulted in an additional 259,504 shares added to the share reserve effective January 4, 2016. As of March 31, 2016, there were 464,476 shares remaining available for future issuance under the 2015 Plan. The estimated grant date fair market value of the Company’s stock ‑based awards is amortized ratably over the employees’ service periods, which is the period in which the awards vest. Stock ‑based compensation expense (benefit) recognized for the three months ended March 31, 2016 and 2015 was as follows: Three Months Ended March 31, 2016 2015 Research and development $ $ General and administrative Total stock-based compensation $ $ During the first quarter of 2016, the Company modified stock options of its former chief executive officer by extending the life of the awards, which were set to expire in March 2016, to coincide with their original life. This modification resulted in the recording of $781,266 of compensation expense, which is included in general and administrative expenses for the three months ended March 31, 2016 in the accompanying statement of operations. A summary of option activity for the three months ended March 31, 2016 is as follows: Options Outstanding Weighted average Fair value of remaining Number of Weighted‑average options contractual term shares exercise price granted (in years) Balance, December 31, 2015 $ Granted $ $ Balance, March 31, 2016 $ Vested or expected to vest at March 31, 2016 $ Exercisable at March 31, 2016 $ |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 10. Commitments and Contingencies Offer Letters The Company has entered into offer letters with certain of its executives. The letters provide for, among other items, salary, bonus and severance payments. Office Lease In August 2013, the Company entered into a lease for new corporate office space location in Baltimore, Maryland. The lease provides for three months of rent abatement and includes escalating rent payments. Rent expense is recognized on a straight ‑line basis over the term of the lease. Rent expense for the office lease amounted to approximately $35,000 for the three months ended March 31, 2016 and 2015. Pursuant to the terms of such lease, the Company’s future lease obligation is as follows: Year ending December 31, 2016* $ 2017 2018 $ * Nine months remaining in 2016 Obligations to Contract Research Organizations and External Service Providers The Company has entered into agreements with contract research organizations and other external service providers for services, primarily in connection with the clinical trials and development of the Company’s product candidates. The Company was contractually obligated for up to approximately $3.9 million of future services under these agreements as of March 31, 2016. The Company’s actual contractual obligations will vary depending upon several factors, including the progress and results of the underlying services. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 11. Subsequent Events On April 11, 2016, the Company was awarded a research and development grant of approximately $1.0 million from the National Institute on Drug Abuse at the National Institutes of Health. The grant provides the Company with additional resources for the ongoing Phase 2 clinical trial of CERC-501. The Company expects to receive the grant amount during the second quarter of 2016. |
Significant Accounting Polici17
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The Company’s unaudited financial statements have been prepared in accordance with U. S. generally accepted accounting principles (“GAAP”). In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly the Company’s financial position, results of operations and cash flows. The balance sheet at December 31, 2015 has been derived from audited financial statements at that date. The interim results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosure normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the United States Securities and Exchange Commission (“SEC”). The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited financial statements are read in conjunction with the December 31, 2015 audited financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, other comprehensive income and related disclosures. On an ongoing basis, management evaluates its estimates, including estimates related to clinical trial accruals, the warrant liability and the unit purchase option liability. The Company bases its estimates on historical experience and other market ‑specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. |
Net Loss Per Share, Basic and Diluted | Net Loss Per Share, Basic and Diluted Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted ‑average number of shares of common stock outstanding during the period, excluding the dilutive effects, if any, of preferred stock, the investor rights obligation, warrants on preferred stock and common stock, stock options and unvested restricted stock. Diluted net loss per share of common stock is computed by dividing the net loss attributable to common stockholders by the sum of the weighted ‑average number of shares of common stock outstanding during the period plus the potential dilutive effects of preferred stock, the investor rights obligation, warrants on preferred stock and common stock, stock options and unvested restricted stock outstanding during the period calculated in accordance with the treasury stock method, although these shares and options are excluded if their effect is anti ‑dilutive. In addition, the Company analyzes the potential dilutive effect of the outstanding preferred stock, the investor rights obligation, and warrants on preferred stock and common stock under the “if ‑converted” method when calculating diluted earnings per share, in which it is assumed that the outstanding security converts into common stock at the beginning of the period. Because the impact of these items is generally anti ‑dilutive during periods of net loss, there was no difference between basic and diluted net loss per share of common stock for the three months ended March 31, 2016 and 2015. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The carrying amounts reported in the balance sheets for cash and cash equivalents are valued at cost, which approximates their fair value. |
Restricted Cash | Restricted Cash During 2013, the Company entered into a lease for new office space for its principal offices in Baltimore, Maryland. The Company has provided the landlord with a letter of credit in the amount of $175,000 as security by the Company of the Company’s obligations under the lease. The letter of credit is supported by funds that are invested in a certificate of deposit. Provided there has been no event of default by the Company, the Company may request that the amount of the letter of credit be reduced by one ‑third (approximately $58,000) at the end of each of the first three years of the lease term. At the expiration of the third year of the lease term, which will occur in the third quarter of 2016, the Company shall deposit with the landlord the sum of $13,000 as a security deposit. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company maintains a portion of its cash and cash equivalent balances in the form of a money market account with a financial institution that management believes to be creditworthy. The Company has no financial instruments with off ‑balance sheet risk of loss. |
Debt Issuance Costs | Debt Issuance Costs The Company may record debt and equity discounts in connection with raising funds through the issuance of convertible notes or equity instruments. These discounts may arise from (i) the receipt of proceeds less than the face value of the convert ible notes or equity instruments, (ii) allocation of proceeds to beneficial conversion features and/or (iii) recording der ivative liabilities related to embedded features. These costs are amortized over the life of the debt to interest expense utilizing the effective interest method. |
Property and Equipment | Property and Equipment Property and equipment consists of computers, office equipment, and furniture and is recorded at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Property and equipment are depreciated on a straight ‑line basis over their estimated useful lives. The Company uses a life of four years for computers and software, and five years for equipment and furniture. Upon retirement or sale, the cost of the disposed asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized. |
Research and Development | Research and Development Research and development costs are expensed as incurred. These costs include, but are not limited to, employee ‑related expenses, including salaries, benefits and stock ‑based compensation of research and development personnel; expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical trials and preclinical studies; the cost of acquiring, developing and manufacturing clinical trial materials; other supplies; facilities, depreciation and other expenses, which include direct and allocated expenses for rent, utilities and insurance; and costs associated with preclinical activities and regulatory operations. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information provided to the Company by its vendors, such as clinical research organizations, with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued research and development expense, as the case may be. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non ‑owner sources. Comprehensive loss was equal to net loss for all periods presented. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. The deferred tax asset primarily includes net operating loss and tax credit carryforwards, accrued expenses not currently deductible and the cumulative temporary differences related to certain research and patent costs, which have been charged to expense in the accompanying statements of operations but have been recorded as assets for income tax purposes. The portion of any deferred tax asset for which it is more likely than not that a tax benefit will not be realized must then be offset by recording a valuation allowance. A full valuation allowance has been established against all of the deferred tax assets as it is more likely than not that these assets will not be realized given the Company’s history of operating losses. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. The amount for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not to be realized upon ultimate settlement of the position. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of March 31, 2016, th e Company does not believe any material uncertain tax positions are present. |
Stock-Based Compensation | Stock ‑B ased Compensation At March 31, 2016, the Company had one stock ‑based compensation plan. The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock ‑based awards made to employees and non ‑employees, including employee stock options, in the statements of operations. For stock options issued to employees and members of the board of directors for their services on the board of directors, the Company estimates the grant date fair value of each option using the Black ‑Scholes option pricing model. The use of the Black ‑Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk ‑free interest rates and expected dividend yields of the common stock. For awards subject to service ‑based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock ‑based compensation expense, net of estimated forfeitures, equal to the grant date fair value of stock options on a straight ‑line basis over the requisite service period, which is generally the vesting term. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For stock options issued to non ‑employees, the Company initially measures the options at their grant date fair values and revalues as the underlying equity instruments vest and are recognized as expense over the earlier of the period ending with the performance commitment date or the date the services are completed in accordance with the provisions of ASC 718 and ASC 505 ‑50, Equity ‑Based Payments to Non ‑Employees (“ASC 505 ‑50”). |
Clinical Trial Expense Accruals | Clinical Trial Expense Accruals As part of the process of preparing its financial statements, the Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company’s objective is to reflect the appropriate trial expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the progress of the trial as measured by subject progression and the timing of various aspects of the trial. The Company determines accrual estimates by taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of trials, or the services completed. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third ‑party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in it reporting amounts that are too high or too low for any particular period. |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision ‑making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its business as one operating segment. All long ‑lived assets of the Company reside in the United States. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In April 2015, the FASB issued ASU No. 2015 ‑03, Simplifying the Presentation of Debt Issuance Costs. The guidance requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated de bt liability, consistent with the presentation of a debt discount. The standard also aligns the GAAP presentation with International Financial Reporting Standards and will remedy the long ‑standing conflict with the guidance in FASB Concepts Statement No. 6, Elements of Financial Statements, which indicates that debt issuance costs do not meet the definition of an asset, because they provide no future economic benefit. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The new guidance was adopted by the Company on a retrospective basis in 2015. The adoption of this guidance did not have a material impact on the Company’s balance sheets. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014 ‑09, Revenue From Contracts With Customers (“ASU 2014 ‑09”). Pursuant to this update, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606) , which delays the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 will be effective for annual reporting periods beginning after December 15, 2017 with early adoption permitted for annual reporting periods beginning after December 15, 2016. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”) and ASU No. 2016-10, Revenue From Contracts With Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”), which clarify the guidance in ASU 2014-09 and have the same effective date as the original standard. The Company has not yet determined the impact of adoption of ASU 2014-09, ASU 2016-08, or ASU 2016-10 on the financial statements, although, the impact is not expected to be significant given the Company has not historically recognized significant amounts of revenue. In August 2014, the FASB issued ASU No. 2014 ‑15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . The amendments in this update will explicitly require a company’s management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The new standard will be effective in the first annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the potential impact of the adoption of this standard, but believes its adoption will have no impact on its financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This guidance revises existing practice related to accounting for leases under ASC 840, Leases (“ASC 840”) for both lessees and lessors. The new guidance in ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability for nearly all leases (other than leases that meet the definition of a short-term lease). The lease liability will be equal to the present value of lease payments and the right-of-use asset will be based on the lease liability, subject to adjustment such as for initial direct costs. For income statement purposes, the new standard retains a dual model similar to ASC 840, requiring leases to be classified as either operating leases or capital leases. For lessees, operating leases will result in straight-line expense (similar to current accounting by lessees for operating leases under ASC 840) while capital leases will result in a front-loaded expense pattern (similar to current accounting by lessees for capital leases under ASC 840). The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company is currently evaluating the potential impact of the adoption of this standard on its financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. The guidance is intended to simplify several areas of accounting for share-based compensation, including income tax impacts, classification on the statement of cash flows and forfeitures. The new standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early application is permitted. The Company is currently evaluating the potential impact of the adoption of this standard on its financial statements. |
Net Loss Per Share Of Common 18
Net Loss Per Share Of Common Stock, Basic And Diluted (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
NET LOSS PER SHARE OF COMMON STOCK, BASIC AND DILUTED | |
Schedule of the computation of basic and diluted net loss per share of Common Stock | Three Months Ended March 31, Net loss per share, basic and diluted calculation: 2016 2015 Net loss $ $ Weighted-average common shares outstanding Net loss per share, basic and diluted $ $ |
Schedule of anti-dilutive securities excluded from computation of diluted weighted shares outstanding | March 31, March 31, 2016 2015 Series A convertible preferred stock — Series A-1 convertible preferred stock — Series B convertible preferred stock — Stock options Warrants on common stock Warrants on preferred stock — Investor rights obligation — Underwriters' unit purchase option — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | March 31, 2016 Fair Value Measurements Using Quoted prices in Significant other Significant active markets for observable unobservable identical assets inputs inputs (Level 1) (Level 2) (Level 3) Assets Investments in money market funds* $ $ — $ — Liabilities Warrant liability $ — $ — $ Unit purchase option liability $ — $ — $ December 31, 2015 Fair Value Measurements Using Quoted prices in Significant other Significant active markets for observable unobservable identical assets inputs inputs (Level 1) (Level 2) (Level 3) Assets Investments in money market funds* $ $ — $ — Liabilities Warrant liability $ — $ — $ Unit purchase option liability $ — $ — $ * Investments in money market funds are reflected in cash and cash equivalents on the accompanying Balance Sheets. |
Summary of changes in the fair value of the Level 3 valuation for the Warrant Liability and the Investor Rights Obligation | Warrant Unit purchase liability option liability Total Balance at December 31, 2015 $ $ $ Change in fair value Balance at March 31, 2016 $ $ $ |
Accrued Expenses And Other Cu20
Accrued Expenses And Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
Schedule of accrued expenses and other current liabilities | March 31, December 31, 2016 2015 Compensation and benefits $ $ Research and development expenses General and administrative Accrued interest Total accrued expenses and other current liabilities $ $ |
Term Loan (Tables)
Term Loan (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Term Loan. | |
Schedule of debt | March 31, December 31, 2016 2015 Term loan $ $ Less: debt discount Term Loan, net of debt discount Less: current portion, net of debt discount Long term debt, net of current portion and debt discount $ $ |
Capital Structure (Tables)
Capital Structure (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
CAPITAL STRUCTURE | |
Schedule of outstanding common stock warrants | Number of shares Exercise price Expiration underlying warrants per share date 109,976 $ February 2017 29,260 $ February 2017 90,529 $ March 2017 29,557 $ March 2017 130,233 $ April 2017 2,275,950 $ April 2017 20,000* $ April 2017 14,284 $ July 2017 80,966 $ August 2018 4,551,900 $ October 2018 40,000* $ October 2018 3,571 $ December 2018 22,328* $ October 2020 2,380 $ May 2022 7,400,934 * Accounted for as a liability instrument (see Note 4) |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
STOCK BASED COMPENSATION | |
Schedule of stock-based compensation expense | Three Months Ended March 31, 2016 2015 Research and development $ $ General and administrative Total stock-based compensation $ $ |
Summary of option activity | Options Outstanding Weighted average Fair value of remaining Number of Weighted‑average options contractual term shares exercise price granted (in years) Balance, December 31, 2015 $ Granted $ $ Balance, March 31, 2016 $ Vested or expected to vest at March 31, 2016 $ Exercisable at March 31, 2016 $ |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of future lease obligations | Year ending December 31, 2016* $ 2017 2018 $ * Nine months remaining in 2016 |
Significant Accounting Polici25
Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016item$ / shares | Mar. 31, 2015$ / shares | Dec. 31, 2013USD ($) | |
Net Loss Per Share of Common Stock, Basic and Diluted | |||
Difference between basic net loss per share and diluted net loss per share | $ / shares | $ 0 | $ 0 | |
Restricted Cash [Abstract] | |||
Certificate of deposit supporting lease obligation | $ 175,000 | ||
Annual reduction permitted in restricted cash, as a percent | 33.00% | ||
Annual reduction permitted in restricted cash | $ 58,000 | ||
Number of periods reduction may be allowed | 3 years | ||
Security deposit required, end of third year | $ 13,000 | ||
STOCK BASED COMPENSATION | |||
Number of stock-based compensation plans | item | 1 | ||
Segment information | |||
Number of Operating Segments | item | 1 | ||
Computers and software | |||
PROPERTY AND EQUIPMENT | |||
Property, Plant and Equipment, Useful Life | 4 years | ||
Equipment [Member] | |||
PROPERTY AND EQUIPMENT | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Furniture and Fixtures [Member] | |||
PROPERTY AND EQUIPMENT | |||
Property, Plant and Equipment, Useful Life | 5 years |
Net Loss Per Share Of Common 26
Net Loss Per Share Of Common Stock, Basic And Diluted - 10Q (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
NET LOSS PER SHARE OF COMMON STOCK, BASIC AND DILUTED | ||
Net loss | $ (5,140,013) | $ (3,237,719) |
Weighted average shares of Common Stock outstanding, basic and diluted | 8,650,143 | 649,721 |
Net loss per share, basic and diluted | $ (0.59) | $ (4.98) |
Net Loss Per Share Of Common 27
Net Loss Per Share Of Common Stock, Basic And Diluted - Anti-dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Series A Convertible preferred stock | ||
Anti-dilutive securities | ||
Anti- dilutive securities excluded from the computation of diluted weighted shares outstanding | 31,116,391 | |
Series A-1 Convertible preferred stock | ||
Anti-dilutive securities | ||
Anti- dilutive securities excluded from the computation of diluted weighted shares outstanding | 9,074,511 | |
Series B convertible preferred stock | ||
Anti-dilutive securities | ||
Anti- dilutive securities excluded from the computation of diluted weighted shares outstanding | 58,948,735 | |
Stock Options | ||
Anti-dilutive securities | ||
Anti- dilutive securities excluded from the computation of diluted weighted shares outstanding | 1,450,952 | 492,131 |
Warrants on Common Stock | ||
Anti-dilutive securities | ||
Anti- dilutive securities excluded from the computation of diluted weighted shares outstanding | 7,400,934 | 681,858 |
Warrants on Preferred Stock | ||
Anti-dilutive securities | ||
Anti- dilutive securities excluded from the computation of diluted weighted shares outstanding | 625,208 | |
Investor Rights Obligation | ||
Anti-dilutive securities | ||
Anti- dilutive securities excluded from the computation of diluted weighted shares outstanding | 53,351,117 | |
Underwriters Unit Purchase Option | ||
Anti-dilutive securities | ||
Anti- dilutive securities excluded from the computation of diluted weighted shares outstanding | 40,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated fair value of debt | $ 4,900,000 | |
Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in money market funds | 16,525,996 | $ 21,122,553 |
Recurring basis | Level 3 | Warrants on Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities and obligations | 37,562 | 27,606 |
Recurring basis | Level 3 | Equity Unit Purchase Option [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities and obligations | $ 87,719 | $ 50,571 |
Fair Value Measurements - Assum
Fair Value Measurements - Assumptions, RF (Details) | 3 Months Ended |
Mar. 31, 2016USD ($)item$ / sharesshares | |
Summary of changes in the fair value of the Level 3 valuation for the Warrant Liability and the Investor Rights Obligation | |
Number of changes in valuation techniques | item | 0 |
Amount of transfers of assets from level 1 to level 2 | $ 0 |
Amount of transfers of assets from level 2 to level 1 | $ 0 |
Common stock warrants | |
Level 3 Valuation | |
Number of shares available under warrant | shares | 40,000 |
Level 3 | |
Summary of changes in the fair value of the Level 3 valuation for the Warrant Liability and the Investor Rights Obligation | |
Beginning balance | $ 78,177 |
Change in fair value | 47,104 |
Ending balance | $ 125,281 |
Warrants on Preferred Stock | Level 3 | |
Level 3 Valuation | |
Volatility | 80.00% |
Risk free interest rate | 1.13% |
Strike price | $ / shares | $ 8.40 |
Fair value of stock price | $ / shares | $ 3.73 |
Expected life | 4 years 7 months 6 days |
Summary of changes in the fair value of the Level 3 valuation for the Warrant Liability and the Investor Rights Obligation | |
Beginning balance | $ 27,606 |
Change in fair value | 9,956 |
Ending balance | 37,562 |
Equity Unit Purchase Option [Member] | Other Nonoperating Income (Expense) | |
Summary of changes in the fair value of the Level 3 valuation for the Warrant Liability and the Investor Rights Obligation | |
Change in fair value | $ 37,148 |
Equity Unit Purchase Option [Member] | Level 3 | |
Level 3 Valuation | |
Strike price | $ / shares | $ 7.48 |
Fair value of stock price | $ / shares | $ 3.73 |
Summary of changes in the fair value of the Level 3 valuation for the Warrant Liability and the Investor Rights Obligation | |
Beginning balance | $ 50,571 |
Change in fair value | 37,148 |
Ending balance | $ 87,719 |
Equity Unit Purchase Option [Member] | Level 3 | Class A Warrant [Member] | |
Level 3 Valuation | |
Strike price | $ / shares | $ 5.23 |
Equity Unit Purchase Option [Member] | Level 3 | Class B Warrant [Member] | |
Level 3 Valuation | |
Strike price | $ / shares | $ 4.49 |
Equity Unit Purchase Option [Member] | Level 3 | Minimum | |
Level 3 Valuation | |
Volatility | 65.00% |
Risk free interest rate | 0.18% |
Equity Unit Purchase Option [Member] | Level 3 | Maximum | |
Level 3 Valuation | |
Volatility | 80.00% |
Risk free interest rate | 1.26% |
Accrued Expenses And Other Cu30
Accrued Expenses And Other Current Liabilities (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
Compensation and benefits | $ 737,096 | $ 1,128,073 |
Research and development expenses | 1,135,708 | 464,719 |
General and administrative | 244,398 | 253,132 |
Accrued interest | 34,489 | 39,534 |
Total accrued expenses and other current liabilities | $ 2,151,691 | $ 1,885,458 |
Asset Acquisition And License31
Asset Acquisition And License Agreements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2013 | |
Merck | CERC-301 | ||
Asset Acquisition And License Agreement [Line Items] | ||
Total Cost of License Agreement | $ 1,500,000 | |
Other Commitment | 750,000 | |
Merck | CERC-301 | Research and development expense | ||
Asset Acquisition And License Agreement [Line Items] | ||
Initial license acquisition payments | 750,000 | |
Merck | COMT Inhibitor | ||
Asset Acquisition And License Agreement [Line Items] | ||
Initial license acquisition payments | 200,000 | |
Merck | COMT Inhibitor | Maximum | Development Milestone Commitment | ||
Asset Acquisition And License Agreement [Line Items] | ||
Potential Additional Milestone Commitment | $ 6,200,000 | |
Lilly | CERC-501 | ||
Asset Acquisition And License Agreement [Line Items] | ||
Term within execution of license agreement | 30 days | |
Other Commitment | $ 250,000 | |
Term of the study | 9 months | |
Lilly | CERC-501 | Research and development expense | ||
Asset Acquisition And License Agreement [Line Items] | ||
Initial license acquisition payments | $ 750,000 |
Term Loan (Details)
Term Loan (Details) - USD ($) | Dec. 17, 2015 | Aug. 31, 2014 | Mar. 31, 2016 | Dec. 16, 2015 | Dec. 31, 2015 | Oct. 20, 2015 |
Debt | ||||||
Term loan | $ 4,884,356 | $ 5,688,256 | ||||
Less: debt discount | (92,602) | (126,700) | ||||
Term Loan, net of debt discount | 4,791,754 | 5,561,556 | ||||
Less: current portion, net of debt discount | (3,304,004) | (3,208,074) | ||||
Long term debt, net of current portion and discount | 1,487,750 | 2,353,482 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Term loan | $ 4,884,356 | $ 5,688,256 | ||||
Common stock warrants | ||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Number of shares available under warrant | 40,000 | |||||
Term Loan, Long-Term [Member] | ||||||
Term Loan | ||||||
Face amount | $ 7,500,000 | |||||
Current interest rate | 8.20% | |||||
Monthly payments of principal and interest | $ 305,000 | |||||
Monthly payments of principal and interest, term | 27 months | |||||
Debt | ||||||
Interest expense including amortization of discount and accrual of termination fee | $ 159,000 | |||||
Term Loan, Long-Term [Member] | Series B convertible preferred stock warrants | ||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Number of shares available under warrant | 625,208 | |||||
Exercise price per share (in dollars per share) | $ 0.2999 | |||||
Exercisable term following an IPO | 5 years | |||||
Term Loan, Long-Term [Member] | Common stock warrants | ||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Number of shares available under warrant | 22,328 | |||||
Exercise price per share (in dollars per share) | $ 8.40 | |||||
Term Loan, Long-Term [Member] | Prime rate | ||||||
Term Loan | ||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.25% | |||||
Term loan | Term Loan, Long-Term [Member] | ||||||
Term Loan | ||||||
Interest rate, maximum | 7.95% | |||||
Debt Instrument, Interest Rate During Period | 7.95% | |||||
Term loan | Term Loan, Long-Term [Member] | Prime rate | ||||||
Term Loan | ||||||
Margin on interest rate, deducted from basis | 3.25% |
Capital Structure - Common Stoc
Capital Structure - Common Stock (Details) | Nov. 23, 2015USD ($)shares | Oct. 20, 2015USD ($)class$ / sharesshares | Sep. 01, 2015$ / shares | Mar. 31, 2016$ / sharesshares | Dec. 31, 2015$ / sharesshares |
Common Stock | |||||
Number of classes of stock authorized to issue | class | 2 | ||||
Number of capital stock authorized to issue | 205,000,000 | ||||
Number of common stock authorized to issue | 200,000,000 | 200,000,000 | |||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | |||
Common stock outstanding | 8,650,143 | 8,650,143 | |||
Preferred stock outstanding | 0 | 0 | |||
Reverse stock split ratio | 0.0357 | ||||
IPO | Capital Unit | |||||
Initial Public Offering [Abstract] | |||||
Shares issued | 4,000,000 | ||||
Share Price | $ / shares | $ 6.50 | ||||
Gross proceeds | $ | $ 26,000,000 | ||||
Net proceeds from IPO | $ | 23,600,000 | ||||
Over-Allotment Option [Member] | |||||
Initial Public Offering [Abstract] | |||||
Gross proceeds | $ | $ 135,319 | ||||
Underwriters Unit Purchase Option | Capital Unit | |||||
Underwriter's Unit Purchase Option [Abstract] | |||||
Proceeds from unit purchase option | $ | $ 100 | ||||
Units available, as a percentage of units sold | 1.00% | ||||
Equity purchase option unit, exercise price per unit | $ / shares | $ 7.48 | ||||
Equity purchase option unit, exercise price as percent of IPO price | 115.00% | ||||
Underwriters Unit Purchase Option | Capital Unit | Maximum | |||||
Underwriter's Unit Purchase Option [Abstract] | |||||
Number of units available under the option | 40,000 | ||||
Class A Warrant [Member] | |||||
Initial Public Offering [Abstract] | |||||
Number of shares per warrant | 1 | ||||
Class A Warrant [Member] | IPO | |||||
Initial Public Offering [Abstract] | |||||
Number of Equity Instruments Included in a Unit | 1 | ||||
Exercise price per share (in dollars per share) | $ / shares | $ 4.55 | ||||
Class A Warrant [Member] | Over-Allotment Option [Member] | |||||
Initial Public Offering [Abstract] | |||||
Shares issued | 551,900 | ||||
Class A Warrant [Member] | Underwriters Unit Purchase Option | |||||
Initial Public Offering [Abstract] | |||||
Exercise price per share (in dollars per share) | $ / shares | 5.23 | ||||
Underwriter's Unit Purchase Option [Abstract] | |||||
Equity purchase option, unit exercise price after first warrant expiration | $ / shares | 7.475 | ||||
Equity purchase option, unit exercise price after second warrant expiration | $ / shares | $ 7.47 | ||||
Class B Warrant [Member] | IPO | |||||
Initial Public Offering [Abstract] | |||||
Number of Equity Instruments Included in a Unit | 1 | ||||
Exercise price per share (in dollars per share) | $ / shares | $ 3.90 | ||||
Class B Warrant [Member] | Over-Allotment Option [Member] | |||||
Initial Public Offering [Abstract] | |||||
Shares issued | 551,900 | ||||
Class B Warrant [Member] | Underwriters Unit Purchase Option | |||||
Initial Public Offering [Abstract] | |||||
Exercise price per share (in dollars per share) | $ / shares | $ 4.49 | ||||
Common Stock [Member] | IPO | |||||
Initial Public Offering [Abstract] | |||||
Number of Equity Instruments Included in a Unit | 1 | ||||
Common Stock [Member] | Over-Allotment Option [Member] | |||||
Initial Public Offering [Abstract] | |||||
Shares issued | 20,000 | ||||
Common Stock [Member] | Class A Warrant [Member] | Over-Allotment Option [Member] | |||||
Initial Public Offering [Abstract] | |||||
Number of shares per warrant | 1 | ||||
Common Stock [Member] | Class B Warrant [Member] | |||||
Initial Public Offering [Abstract] | |||||
Number of shares per warrant | 0.5 | ||||
Common Stock [Member] | Class B Warrant [Member] | Over-Allotment Option [Member] | |||||
Initial Public Offering [Abstract] | |||||
Number of shares per warrant | 0.5 |
Capital Structure - Warrants (D
Capital Structure - Warrants (Details) | Mar. 31, 2016$ / sharesshares |
Common Stock [Member] | |
Warrants | |
Number of shares underlying warrants | 7,400,934 |
Common stock warrants | |
Warrants | |
Number of shares underlying warrants | 40,000 |
Common stock warrants, expiration date of February 2017 | Common Stock [Member] | |
Warrants | |
Number of shares underlying warrants | 109,976 |
Exercise price per share (in dollars per share) | $ / shares | $ 28 |
Common stock warrants, expiration date of February 2017 | Common Stock [Member] | |
Warrants | |
Number of shares underlying warrants | 29,260 |
Exercise price per share (in dollars per share) | $ / shares | $ 14 |
Common stock warrants, expiration date of March 2017 | Common Stock [Member] | |
Warrants | |
Number of shares underlying warrants | 90,529 |
Exercise price per share (in dollars per share) | $ / shares | $ 28 |
Common stock warrants, expiration date of March 2017 | Common Stock [Member] | |
Warrants | |
Number of shares underlying warrants | 29,557 |
Exercise price per share (in dollars per share) | $ / shares | $ 14 |
Common stock warrants, expiration date of April 2017 | Common Stock [Member] | |
Warrants | |
Number of shares underlying warrants | 130,233 |
Exercise price per share (in dollars per share) | $ / shares | $ 28 |
Common stock warrants, expiration date of April 2017 | Common Stock [Member] | |
Warrants | |
Number of shares underlying warrants | 2,275,950 |
Exercise price per share (in dollars per share) | $ / shares | $ 3.90 |
Common stock warrants, expiration date of April 2017 | Common Stock [Member] | |
Warrants | |
Number of shares underlying warrants | 20,000 |
Exercise price per share (in dollars per share) | $ / shares | $ 4.49 |
Common stock warrants, expiration date of July 2017 | Common Stock [Member] | |
Warrants | |
Number of shares underlying warrants | 14,284 |
Exercise price per share (in dollars per share) | $ / shares | $ 28 |
Common stock warrants, expiration date of August 2018 | Common Stock [Member] | |
Warrants | |
Number of shares underlying warrants | 80,966 |
Exercise price per share (in dollars per share) | $ / shares | $ 28 |
Common stock warrants, expiration date of October 2018 | Common Stock [Member] | |
Warrants | |
Number of shares underlying warrants | 4,551,900 |
Exercise price per share (in dollars per share) | $ / shares | $ 4.55 |
Common stock warrants, expiration date of October 2018 | Common Stock [Member] | |
Warrants | |
Number of shares underlying warrants | 40,000 |
Exercise price per share (in dollars per share) | $ / shares | $ 5.23 |
Common stock warrants, expiration date of December 2018 | Common Stock [Member] | |
Warrants | |
Number of shares underlying warrants | 3,571 |
Exercise price per share (in dollars per share) | $ / shares | $ 28 |
Common stock warrants, expiration date of October 2020 | Common Stock [Member] | |
Warrants | |
Number of shares underlying warrants | 22,328 |
Exercise price per share (in dollars per share) | $ / shares | $ 8.40 |
Common stock warrants, expiration date of May 2022 | Common Stock [Member] | |
Warrants | |
Number of shares underlying warrants | 2,380 |
Exercise price per share (in dollars per share) | $ / shares | $ 8.68 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) | Jan. 04, 2016shares | Oct. 13, 2015item | Jun. 26, 2015 | May. 06, 2013shares | Jan. 10, 2012shares | Mar. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2015USD ($) | Aug. 31, 2015shares | Aug. 28, 2011shares |
Total stock-based compensation | $ | $ 937,308 | $ 50,188 | |||||||
Option Activity, Number of shares | |||||||||
Balance, beginning of period | 959,188 | ||||||||
Granted | 491,764 | ||||||||
Balance, end of period | 1,450,952 | ||||||||
Vested or expected to vest | 1,450,952 | ||||||||
Exercisable | 606,647 | ||||||||
Option Activity, Weighted-average exercise price | |||||||||
Beginning of period | $ / shares | $ 7.68 | ||||||||
Granted | $ / shares | 3.29 | ||||||||
End of period | $ / shares | 6.19 | ||||||||
Vested or expected to vest | $ / shares | 6.19 | ||||||||
Exercisable | $ / shares | $ 8.51 | ||||||||
Option Activity, Fair value of options granted | |||||||||
Granted | $ | $ 1,119,157 | ||||||||
Option Activity, Weighted-average remaining contractual term (in years) | |||||||||
Balance | 8 years 8 months 19 days | ||||||||
Vested or expected to vest | 8 years 8 months 19 days | ||||||||
Exercisable | 7 years 5 months 5 days | ||||||||
Research and development expense | |||||||||
Total stock-based compensation | $ | $ 23,442 | (4,063) | |||||||
General and administrative | |||||||||
Total stock-based compensation | $ | 913,866 | $ 54,251 | |||||||
General and administrative | Chief Executive Officer | |||||||||
Total stock-based compensation | $ | $ 781,266 | ||||||||
2011 stock incentive plan | |||||||||
Number of shares authorized for issuance | 704,428 | 178,571 | |||||||
Number of grants to be made under Plan | item | 0 | ||||||||
Increase in number of shares reserved for issuance | 418,714 | 107,143 | |||||||
2011 stock incentive plan | Stock Options | |||||||||
Options term (in years) | 10 years | ||||||||
2011 stock incentive plan | Minimum | Stock Options | |||||||||
Vesting period | 3 years | ||||||||
2011 stock incentive plan | Maximum | Stock Options | |||||||||
Vesting period | 4 years | ||||||||
2015 Omnibus Plan [Member] | |||||||||
Increase in number of shares reserved for issuance | 259,504 | ||||||||
Common stock remaining for future issuance (in shares) | 464,476 | ||||||||
Annual share reserve increase (as a percent) | 3.00% | ||||||||
2015 Omnibus Plan [Member] | Maximum | |||||||||
Number of shares authorized for issuance | 890,815 |
Commitments And Contingencies36
Commitments And Contingencies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Period Of Abatement | 3 months | |
Rent expense | $ 35,000 | $ 35,000 |
Number of months left in the fiscal year | 9 years | |
Future lease obligation: | ||
2,016 | $ 113,536 | |
2,017 | 154,845 | |
2,018 | 158,716 | |
Total | 427,097 | |
Research and Development Arrangement [Member] | ||
Obligation for future services | $ 3,900,000 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Apr. 11, 2016USD ($) |
Subsequent events [Member] | Research and development expense | |
Subsequent events | |
R&D grant from National Institute on Drug Abuse | $ 1 |