Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 10, 2017 | Oct. 20, 2015 | |
Entity Registrant Name | Cerecor Inc. | ||
Entity Central Index Key | 1,534,120 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 6,800,000 | ||
Entity Common Stock, Shares Outstanding | 10,744,959 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Class A Warrant | |||
Class of warrant or right, number of securities called by each warrant or right | 1 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.55 | $ 4.55 | |
Class B Warrant | |||
Class of warrant or right, number of securities called by each warrant or right | 0.5 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.90 | $ 3.90 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 5,127,958 | $ 21,161,967 |
Grants receivable | 132,472 | 0 |
Prepaid expenses and other current assets | 391,253 | 401,550 |
Restricted cash—current portion | 11,111 | 58,832 |
Total current assets | 5,662,794 | 21,622,349 |
Restricted cash, net of current portion | 62,828 | 0 |
Property and equipment, net | 43,243 | 35,216 |
Total assets | 5,768,865 | 21,657,565 |
Current liabilities: | ||
Current portion of long term debt, net of discount | 2,353,667 | 3,208,074 |
Accounts payable | 1,010,209 | 678,109 |
Accrued expenses and other current liabilities | 942,435 | 1,885,458 |
Warrant liability | 5,501 | 27,606 |
Unit purchase option liability | 51 | 50,571 |
Total current liabilities | 4,311,863 | 5,849,818 |
Long term debt, net of current portion and discount | 0 | 2,353,482 |
Other long term liabilities | 1,250,000 | 370,538 |
Total liabilities | 5,561,863 | 8,573,838 |
Stockholders’ equity (deficit): | ||
Preferred stock—$0.001 par value; 5,000,000 and zero shares authorized at December 31, 2016 and 2015, respectively; zero shares issued and outstanding at December 31, 2016 and 2015 | 0 | 0 |
Common stock—$0.001 par value; 200,000,000 shares authorized at December 31, 2016 and 2015; 9,434,141 and 8,650,143 shares issued and outstanding at December 31, 2016 and 2015, respectively | 9,434 | 8,650 |
Additional paid-in capital | 70,232,651 | 66,638,557 |
Accumulated deficit | (70,035,083) | (53,563,480) |
Total stockholders’ equity | 207,002 | 13,083,727 |
Total liabilities and stockholders’ equity | $ 5,768,865 | $ 21,657,565 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par 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 | 9,434,141 | 8,650,143 |
Common stock, Shares outstanding | 9,434,141 | 8,650,143 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Grant revenue | $ 1,152,987 | $ 0 | $ 0 |
Operating expenses: | |||
Research and development | 10,149,879 | 6,587,183 | 12,240,535 |
General and administrative | 7,083,155 | 4,422,764 | 4,875,030 |
Loss from operations | (16,080,047) | (11,009,947) | (17,115,565) |
Other income (expense): | |||
Change in fair value of warrant liability, unit purchase option liability and investor rights obligation | 72,625 | 1,313,049 | 2,266,161 |
Interest income (expense), net | (464,181) | (793,205) | (1,206,187) |
Total other income (expense) | (391,556) | 519,844 | 1,059,974 |
Net loss | (16,471,603) | (10,490,103) | (16,055,591) |
Net loss attributable to common stockholders | $ (16,471,603) | $ (10,490,103) | $ (3,521,153) |
Net loss per share of common stock, basic and diluted | $ (1.87) | $ (4.71) | $ (5.48) |
Weighted-average shares of common stock outstanding, basic and diluted | 8,830,396 | 2,226,023 | 642,052 |
Statements of Convertible Prefe
Statements of Convertible Preferred Stock and Stockholder's Equity (Deficit) - USD ($) | Total | Common stock | Additional paid in capital | Accumulated deficit | Redeemable Convertible Preferred Stock | Common stock | Series A-1 convertible preferred stock | Series B convertible preferred stock |
Balance at the beginning at Dec. 31, 2013 | $ 19,856,633 | |||||||
Balance at the beginning (in shares) at Dec. 31, 2013 | 40,190,902 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Extinguishment upon modification of Series A and A-1 convertible preferred stock and issuance of common stock dividends | $ (6,004,417) | |||||||
Conversion of convertible promissory notes in exchange for Series B convertible preferred stock | $ 1,405,003 | |||||||
Conversion of convertible promissory notes in exchange for Series B convertible preferred stock (in shares) | 5,597,618 | |||||||
Conversion of demand notes in exchange for Series B convertible preferred stock, net of investor rights obligation | $ 837,313 | |||||||
Conversion of demand notes in exchange for Series B convertible preferred stock, net of investor rights obligation (in shares) | 3,333,331 | |||||||
Issuance of Series B convertible preferred stock net of issuance costs and investor rights obligation | $ 12,250,999 | |||||||
Issuance of stock (in shares) | 50,017,786 | |||||||
Balance at the end at Dec. 31, 2014 | $ 28,345,531 | |||||||
Balance at the end (in shares) at Dec. 31, 2014 | 99,139,637 | |||||||
Balance at the beginning at Dec. 31, 2013 | $ (17,846,675) | $ 643 | $ 9,170,468 | $ (27,017,786) | ||||
Balance at the beginning (in shares) at Dec. 31, 2013 | 642,844 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Extinguishment upon modification of Series A and A-1 convertible preferred stock and issuance of common stock dividends | 6,004,611 | $ 7 | 6,004,604 | |||||
Extinguishment upon modification of Series A and A-1 convertible preferred stock and issuance of common stock dividends (in shares) | 6,877 | |||||||
Reclassification of common stock warrants from liabilities to equity | 426,303 | 426,303 | ||||||
Issuance of Series B convertible preferred stock net of issuance costs and investor rights obligation | 54,107 | 54,107 | ||||||
Issuance of stock (in shares) | 50,017,786 | |||||||
Issuance of common stock for conversion of preferred stock upon closing of initial public offering | $ 1,405,003 | |||||||
Issuance of common stock for conversion of preferred stock upon closing of initial public offering (in shares) | 5,597,618 | |||||||
Stock-based compensation | 1,086,581 | 1,086,581 | ||||||
Net loss | (16,055,591) | (16,055,591) | ||||||
Balance at the end at Dec. 31, 2014 | (26,330,664) | $ 650 | 16,742,063 | (43,073,377) | ||||
Balance at the end (in shares) at Dec. 31, 2014 | 649,721 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Conversion of convertible promissory notes in exchange for Series B convertible preferred stock | 28,344,157 | 28,340,177 | $ 3,980 | |||||
Conversion of convertible promissory notes in exchange for Series B convertible preferred stock (in shares) | 3,980,422 | |||||||
Issuance of stock (in shares) | 4,020,000 | |||||||
Issuance of common stock for conversion of preferred stock upon closing of initial public offering | $ (28,345,531) | |||||||
Issuance of common stock for conversion of preferred stock upon closing of initial public offering (in shares) | (99,139,637) | |||||||
Balance at the end at Dec. 31, 2015 | $ 0 | |||||||
Balance at the end (in shares) at Dec. 31, 2015 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock from sale of shares under common stock purchase agreement, net of offering costs | 21,165,589 | $ 4,020 | 21,161,569 | |||||
Issuance of stock (in shares) | 4,020,000 | |||||||
Issuance of common stock for conversion of preferred stock upon closing of initial public offering | 28,344,157 | 28,340,177 | $ 3,980 | |||||
Issuance of common stock for conversion of preferred stock upon closing of initial public offering (in shares) | 3,980,422 | |||||||
Stock-based compensation | 394,748 | 394,748 | ||||||
Net loss | (10,490,103) | (10,490,103) | ||||||
Balance at the end at Dec. 31, 2015 | 13,083,727 | $ 8,650 | 66,638,557 | (53,563,480) | ||||
Balance at the end (in shares) at Dec. 31, 2015 | 8,650,143 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Issuance of stock (in shares) | 763,998 | |||||||
Balance at the end at Dec. 31, 2016 | $ 0 | |||||||
Balance at the end (in shares) at Dec. 31, 2016 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock from sale of shares under common stock purchase agreement, net of offering costs | 1,899,987 | $ 764 | 1,899,223 | |||||
Issuance of stock (in shares) | 763,998 | |||||||
Shares purchased through employee stock purchase plan | 0 | $ 20 | (20) | |||||
Shares purchased through employee stock purchase plan (in shares) | 20,000 | |||||||
Stock-based compensation | 1,694,891 | 1,694,891 | ||||||
Net loss | (16,471,603) | (16,471,603) | ||||||
Balance at the end at Dec. 31, 2016 | $ 207,002 | $ 9,434 | $ 70,232,651 | $ (70,035,083) | ||||
Balance at the end (in shares) at Dec. 31, 2016 | 9,434,141 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||
Net loss | $ (16,471,603) | $ (10,490,103) | $ (16,055,591) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 26,856 | 23,508 | 28,943 |
Loss on disposition of assets | 0 | 0 | 17,806 |
Stock-based compensation expense | 1,694,891 | 394,748 | 1,086,581 |
Write off of deferred public offering costs | 0 | 0 | 1,064,106 |
Non-cash interest expense | 162,270 | 293,748 | 989,258 |
Change in fair value of warrant liability, unit purchase option liability and investor rights obligation | (72,625) | (1,313,049) | (2,266,161) |
Changes in assets and liabilities: | |||
Grant receivable | (132,472) | 0 | 0 |
Prepaid expenses and other assets | 22,047 | (41,243) | 353,973 |
Restricted cash | (15,107) | 116,666 | (498) |
Accounts payable | 332,100 | (268,709) | (708,366) |
Accrued expenses and other current liabilities | (119,495) | 1,121,054 | (28,400) |
Net cash used in operating activities | (14,573,138) | (10,163,380) | (15,518,349) |
Investing activities | |||
Purchase of property and equipment | (34,883) | (19,984) | (19,502) |
Net cash used in investing activities | (34,883) | (19,984) | (19,502) |
Financing activities | |||
Proceeds from issuance of convertible promissory notes and demand notes | 0 | 0 | 2,249,666 |
Proceeds from issuance of term loan, net of costs | 0 | 0 | 7,390,000 |
Proceeds from issuance of Series B convertible preferred stock and common stock warrants, net of offering costs | 0 | 0 | 14,584,307 |
Payment of fractional shares upon conversion of preferred stock to common stock | 0 | (1,373) | 0 |
Proceeds from initial public offering, including over-allotment, net of underwriting discounts, commissions and expenses | 0 | 23,685,270 | 0 |
Proceeds from sale of shares under common stock purchase agreement | 2,003,182 | 0 | 0 |
Principal payments on term debt | (3,314,225) | (1,811,744) | 0 |
Payment of offering costs | (114,945) | (2,269,171) | (365,253) |
Net cash provided by (used in) financing activities | (1,425,988) | 19,602,982 | 23,858,720 |
Increase (decrease) in cash and cash equivalents | (16,034,009) | 9,419,618 | 8,320,869 |
Cash and cash equivalents at beginning of period | 21,161,967 | 11,742,349 | 3,421,480 |
Cash and cash equivalents at end of period | 5,127,958 | 21,161,967 | 11,742,349 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 348,888 | 568,299 | 173,514 |
Supplemental disclosures of non-cash financing activities: | |||
Accrued deferred financing costs | 81,832 | 0 | 0 |
Conversion of promissory and demand notes into Series B convertible preferred stock | 0 | 0 | 2,249,666 |
Reclassification of common stock warrants from liabilities to equity | 0 | 0 | 426,303 |
Allocation of debt and equity proceeds to investor rights obligation | 0 | 0 | 2,598,510 |
Extinguishment upon modification of Series A and A-1 convertible preferred stock | $ 0 | $ 0 | $ 12,534,438 |
Business
Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | 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, business planning and raising capital. Liquidity - Going Concern 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 year ended December 31, 2016 , the Company incurred a net loss of $16.5 million and generated negative cash flows from operations of $14.6 million . As of December 31, 2016 , the Company had an accumulated deficit of $70.0 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 preclinical programs, business development and its organizational infrastructure. The Company will require substantial additional financing to fund its operations and to continue to execute its strategy. To fully execute its business plan, the Company will need to complete certain research and development activities, have positive clinical trial results and obtain marketing approval for its product candidates, which may span many years, and may ultimately be unsuccessful. Any delays in completing these activities or negative clinical trial results could adversely impact the Company. The Company plans to meet its capital requirements primarily through further offerings of equity or debt securities, non-dilutive financing arrangements such as federal grants, collaboration agreements or out-licensing arrangements, and to explore strategic alternatives such as an acquisition, merger, or business combination. In the long term, the Company plans to meet its capital requirements through 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, that the Company's exploration of strategic alternatives will result in any such transaction, or that the Company will obtain approvals necessary to market its products or achieve profitability or sustainable, positive cash flow. If the Company fails to raise capital or enter into such arrangements or transactions in the short term, it will have to significantly delay, scale back or discontinue the development of one or more of its product candidates or cease its operations altogether. The Company currently anticipates that current cash and cash equivalents will be sufficient to meet its anticipated cash requirements well into the second quarter of 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year of the date that our financial statements were issued. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). 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, warrant liability and embedded derivative liabilities. 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. Prior to being a public company, the Company utilized estimates and assumptions in determining the fair value of its common stock as an input for determining the grant date fair value of stock option grants. Management used the assistance of a third‑party valuation firm in estimating the fair value of the common stock. The board of directors determined the estimated fair value of the common stock based on a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector and the historic prices at which the Company sold shares of its preferred stock. 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 years ended December 31, 2016 , 2015 and 2014 . 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 office space for its principal offices in Baltimore, Maryland. The Company 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 was supported by funds that were invested in a certificate of deposit. Provided there was no event of default by the Company, the Company requested 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 occurred in the fourth quarter of 2016, the Company deposited with the landlord the sum of $13,000 as a security deposit. This amount is recorded as restricted cash, net of current portion on the balance sheet at December 31, 2016. In the third quarter of 2016, the Company entered into a bank services pledge agreement with Silicon Valley Bank. In exchange for receiving business credit card services from Silicon Valley Bank, the Company deposited $50,000 as collateral with Silicon Valley Bank. This amount will remain deposited with Silicon Valley Bank for the duration the business credit card services are used by the Company and is recorded as restricted cash, net of current portion on the balance sheet at December 31, 2016. 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 convertible notes or equity instruments, (ii) allocation of proceeds to beneficial conversion features and/or (iii) recording derivative 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. Grant Revenue Recognition The Company recognizes grant revenue when there is (i) reasonable assurance of compliance with the conditions of the grant and (ii) reasonable assurance that the grant will be received. In April 2016, the Company received a research and development grant from the National Institute on Drug Abuse ("NIDA") at the National Institutes of Health ("NIH") to provide additional resources for the period of May 2016 through April 2017 for the Company’s now completed Phase 2 clinical trial for CERC-501, “ A Randomized, Double-Blind, Placebo-Controlled, Crossover Design Study of CERC-501 in a Human Laboratory Model of Smoking Behavior .” The amount of the NIDA award was $1.02 million . Additionally, in July 2016, the Company received a research and development grant from the National Institute on Alcohol Abuse and Alcoholism ("NIAAA") at the NIH to provide additional resources for the period of July 2016 through June 2017 to progress the development of CERC-501 for the treatment of alcohol use disorder. The amount of the NIAAA award was $1.0 million . The Company recognizes revenue under grants in earnings on a systemic basis in the period the related expenditures for which the grants are intended to compensate are incurred. As such, the Company recognized revenue in the amounts of $1.02 million and $132,000 for the year ended December 31, 2016 for the NIDA award and NIAAA award, respectively. As of December 31, 2016, the Company had received the full $1.02 million of the revenue earned under the NIDA award. 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 (see Note 11) 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 December 31, 2016 , the Company does not believe any material uncertain tax positions are present. Stock‑Based Compensation 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, the value of the common stock 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 measures the options at their fair value on the date at which the related service is complete. Expense is recognized over the period during which services are rendered by such non-employees until completed. At the end of each financial reporting period prior to the completion of the service, the fair value of the awards is remeasured using the then current fair market value of the Company's common stock and updated assumptions in the Black-Scholes option pricing model. 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. For the years ended December 31, 2016 and December 31, 2015 , there were no material adjustments to the Company’s prior period estimates of accrued expenses for clinical trials. 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 August 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2014‑15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . The amendments in this update explicitly require a company’s management to assess an entity’s ability to continue as a going concern within one year after the date the financial statements are issued, and to provide related footnote disclosures in certain circumstances. The new standard is effective in the first annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The new guidance was adopted by the Company in the fourth quarter of 2016. The adoption of this guidance did not impact the Company's financial position, results of operations or cash flows, nor did it significantly impact the Company's disclosures regarding the assessment of its ability to continue as a going concern within one year of the date that our financial statements were issued. Recent Accounting Pronouncements In May 2014, the FASB issued 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”), and in May 2016 the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606), Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”), each of which clarify the guidance in ASU 2014-09 and have the same effective date as the original standard. The Company has not yet completed its determination of the impact of adopting ASU 2014-09, ASU 2016-08, ASU 2016-10, or ASU 2016-12 on the financial statements, although, the impact, if any, is not expected to be significant. The Company expects to adopt the pronouncement on a full retrospective basis on January 1, 2018. 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 adopted this standard on January 1, 2017 and its adoption will have no impact on its financial position, results of operations or cash flows. In November 2016, the FASB issued ASU 2016-18, Restricted Cash . The guidance is intended to address the diversity that currently exists in the classification and presentation of changes in restricted cash on the statement of cash flows. The new standard requires that entities show the changes in the total of cash and cash equivalents, restricted cash and restricted cash equivalents on the statement of cash flows and no longer present transfers between cash and cash equivalents, restricted cash and restricted cash equivalents on the statement of cash flows. The new standard is effective for fiscal years beginning after December 15, 2017, 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 | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share of Common Stock, Basic and Diluted | 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 years ended December 31, 2016 , 2015 and 2014 : Year ended December 31, Net loss per share, basic and diluted calculation: 2016 2015 2014 Net loss $ (16,471,603 ) $ (10,490,103 ) $ (16,055,591 ) Extinguishment upon modification of Series A and A-1 convertible preferred stock — — 12,534,438 Net loss attributable to common stockholders $ (16,471,603 ) $ (10,490,103 ) $ (3,521,153 ) Weighted-average common shares outstanding 8,830,396 2,226,023 642,052 Net loss per share, basic and diluted $ (1.87 ) $ (4.71 ) $ (5.48 ) The following outstanding securities at December, 31, 2016 , 2015 and 2014 have been excluded from the computation of diluted weighted shares outstanding, as they would have been anti-dilutive: December 31, 2016 2015 2014 Series A convertible preferred stock — — 31,116,391 Series A-1 convertible preferred stock — — 9,074,511 Series B convertible preferred stock — — 58,948,735 Stock options 1,849,359 959,188 552,726 Warrants on common stock 7,400,934 7,400,934 681,858 Warrants on preferred stock — — 625,208 Investor rights obligation — — 53,351,117 Underwriters' unit purchase option 40,000 40,000 — |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 December 31, 2016 and 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 $2.4 million as of December 31, 2016 was based on current interest rates for similar types of borrowings and is in Level 2 of the fair value hierarchy. The following 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: December 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* $ 4,758,539 $ — $ — Liabilities Warrant liability $ — $ — $ 5,501 Unit purchase option liability — $ — $ 51 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* $ 21,122,553 $ — $ — Liabilities Warrant liability $ — $ — $ 27,606 Unit purchase option liability — $ — $ 50,571 *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) 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 December 31, 2016 , include (i) volatility of 100% , (ii) risk free interest rate of 1.65% , (iii) strike price ($8.40) , (iv) fair value of common stock ($0.88) , and (v) expected life of 3.8 years. The underwriters’ unit purchase option (the “UPO”) was issued to the underwriters of the Company's initial public offering ("IPO") in 2015 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 (see Note 9 for additional information on the UPO). 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, expires 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 December 31, 2016 , include (i) volatility range of 65% to 90% , (ii) risk free interest rate range of 0.44% to 1.64% , (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 ($0.88) , and (vii) optimal exercise point of immediately prior to the expiration of the underwriters’ Class B warrants, which occurs on April 20, 2017. The fair value of underlying equity was the primary driver of the decrease in fair value of the UPO liability from $50,571 as of December 31, 2015 to $ 51 as of December 31, 2016 . This $50,520 gain on the change in fair value of the UPO liability was recorded to other income in the accompanying statement of operations. The investor rights obligation expired in October 2015 upon the closing of the Company’s IPO. While outstanding, the investor rights obligation was remeasured at each reporting period and changes in fair value were recorded as a component of other income (expense) in the Company’s statements of operations. The fair value of the investor rights obligation was determined using a valuation model, which considered the probability of achieving certain milestones, the entity’s cost of capital, the estimated period the rights were to be outstanding, consideration received for the instrument with the rights, the number of shares to be issued to satisfy the rights, the price of such shares and any changes in the fair value of the underlying instrument. The tables presented below are a summary of changes in the fair value of the Company’s Level 3 valuations for the warrant liability, unit purchase option liability and investor rights obligation for the years ended December 31, 2016 and 2015 : Warrant Unit purchase Investor rights liability option liability obligation Total Balance at December 31, 2015 $ 27,606 $ 50,571 $ — $ 78,177 Change in fair value (22,105 ) (50,520 ) — (72,625 ) Balance at December 31, 2016 $ 5,501 $ 51 $ — $ 5,552 Warrant Unit purchase Investor rights liability option liability obligation Total Balance at December 31, 2014 $ 69,684 $ — $ 1,112,000 $ 1,181,684 Issuance of unit purchase option — 209,542 — 209,542 Expiration of investor rights obligation — — (1,112,000 ) (1,112,000 ) Change in fair value (42,078 ) (158,971 ) — (201,049 ) Balance at December 31, 2015 $ 27,606 $ 50,571 $ — $ 78,177 No other changes in valuation techniques or inputs occurred during the years ended December 31, 2016 and 2015 . No transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy occurred during the years ended December 31, 2016 and 2015 . |
Property And Equipment
Property And Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment as of December 31, 2016 and 2015 consisted of the following: December 31, 2016 2015 Furniture and equipment $ 58,126 $ 34,918 Computers and software 72,808 61,133 Total property and equipment 130,934 96,051 Less accumulated depreciation (87,691 ) (60,835 ) Property and equipment, net $ 43,243 $ 35,216 Depreciation expense was $26,856 and $23,508 for the years ended December 31, 2016 and December 31, 2015 , respectively. |
Accrued Expenses And Other Curr
Accrued Expenses And Other Current Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of December 31, 2016 and 2015 consisted of the following: December 31, 2016 2015 Compensation and benefits $ 272,601 $ 1,128,073 Research and development expenses 315,937 464,719 General and administrative 160,116 253,132 Accrued interest 193,781 39,534 Total accrued expenses and other current liabilities $ 942,435 $ 1,885,458 |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2016 | |
ASSET ACQUISITION AND LICENSE AGREEMENTS | |
License Agreements | License Agreements Lilly CERC-501 License In February 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 ("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 statements of operations for the year ended December 31, 2015. Upon the Company undertaking a nine-month toxicology study 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 other development and regulatory milestones, including the first commercial sale. Upon commercialization, the Company is obligated to pay Lilly additional milestones and royalties on net sales. Lilly CERC-611 License On September 22, 2016, the Company entered into an exclusive license agreement with Lilly pursuant to which the Company received exclusive, global rights to develop and commercialize CERC-611, previously referred to as LY3130481, a potent and selective transmembrane AMPA receptor regulatory proteins (“TARP”) γ-8-dependent α -amino-3-hydroxy-5-methyl-4-isoxazolepropionic acid (“AMPA”) receptor antagonist. The terms of the license agreement provide for an upfront payment of $2.0 million , of which $750,000 was due within 30 days of the effective date of the license agreement, and the remaining balance of $1.25 million is due after the first subject is dosed with CERC-611 in a multiple ascending dose study and is recorded as other long term liabilities on the balance sheet at December 31, 2016. The Company recorded the $2.0 million upfront amount as a research and development expense in the accompanying statement of operations for the year ended December 31, 2016. Additional payments may be due upon achievement of development and commercialization milestones, including the first commercial sale. Upon commercialization, the Company is obligated to pay Lilly milestone payments and a royalty on net sales. Merck CERC-301 License In 2013, the Company entered into an exclusive license agreement with Merck & Co., Inc. ("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 . Pursuant to the license agreement the Company paid $750,000 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 . The initial payment of $750,000 was recorded as research and development expense in the year ended December 31, 2013. Additional payments may be due upon achievement of development and regulatory milestones, including the first commercial sale. Upon commercialization of an NR2B product, the Company is obligated to pay Merck additional 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, which was recorded as research and development expense in the year ended December 31, 2013. Additional payments may be due upon the achievement of development and regulatory milestones. Upon commercialization of a COMT product, the Company is required to pay Merck royalties on net sales. |
Term Loan
Term Loan | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Term Loan | Term Loan In August 2014, the Company received a $7.5 million secured term loan from a finance company. The loan is secured by a lien on the Company’s assets, excluding intellectual property, which is 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, notwithstanding adverse results of clinical trials. 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 the interest rate increasing to 8.20% . Effective December 15, 2016, the prime rate as reported by The Wall Street Journal increased an additional 0.25% resulting in an increase to the current interest rate, which was 8.45% as of December 31, 2016. The loan was interest‑only for nine months, 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 December 31, 2016 and 2015 : December 31, December 31, 2016 2015 Term loan $ 2,374,031 $ 5,688,256 Less: debt discount (20,364 ) (126,700 ) Term Loan, net of debt discount 2,353,667 5,561,556 Less: current portion, net of debt discount (2,353,667 ) (3,208,074 ) Long term debt, net of current portion and debt discount $ — $ 2,353,482 Interest expense, which includes amortization of a discount and the accrual of a termination fee, was approximately $489,000 and $800,000 for the years ended December 31, 2016 and 2015 , respectively, and is included in interest income (expense), net on the accompanying statements of operations. The Company will make future principal payments of $2,374,031 through the loan's maturity date in August 2017. Upon issuance of the term loan, the Company paid lender fees of $110,000 and is required to pay a one‑time fee at maturity of $187,500 . The lender fees were recorded as a discount to the carrying amounts of the current and long term portions of the term loan. Amortization of the debt discount was $106,000 and $159,000 during the years ended December 31, 2016 and 2015 , respectively. Accretion of the one‑time fee was $56,000 and $84,000 during the years ended December 31, 2016 and 2015 , respectively. The amortization of the debt discount and the accretion of the one-time fee are reflected as a components of interest expense within the accompanying statements of operations. |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2016 | |
CAPITAL STRUCTURE | |
Capital Structure | 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 December 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. Common Stock IPO On October 20, 2015, the Company closed its 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). The Aspire Capital Transaction On September 8, 2016, the Company entered into a common stock purchase agreement (the “Purchase Agreement”) with Aspire Capital Fund, LLC ("Aspire Capital"), pursuant to which Aspire Capital committed to purchase up to an aggregate of $15.0 million of shares of the Company’s common stock over the 30 -month term of the Purchase Agreement. Under the Purchase Agreement, on any trading day selected by the Company on which the closing price of the Company’s common stock exceeds $0.50 , the Company may, in its sole discretion, present a purchase notice directing Aspire Capital to purchase up to 50,000 shares of common stock per day, up to $15.0 million of the Company’s common stock in the aggregate at a per share price calculated by references to the prevailing market price of the Company’s common stock. Upon execution of the Purchase Agreement, the Company issued and sold to Aspire Capital 250,000 shares of common stock at a price per share of $4.00 , for gross proceeds of $1.0 million , and concurrently entered into a registration rights agreement with Aspire Capital registering the shares of the Company’s common stock that have been and may be issued to Aspire Capital under the Purchase Agreement. Additionally, as consideration for Aspire Capital entering into the Purchase Agreement, the Company issued 175,000 shares of common stock as a commitment fee. The net proceeds of the Aspire Capital transaction, after offering expenses, to the Company were approximately $1.9 million for the year ended December 31, 2016. As of December 31, 2016, the Company had sold 763,998 shares of common stock to Aspire Capital under the Purchase Agreement. Subsequent to December 31, 2016, the Company sold an additional 965,165 shares of common stock to Aspire Capital under the terms of the Purchase Agreement for gross proceeds of approximately $789,000 . As of the date of this Annual Report on Form 10-K, the Company may not issue additional shares of common stock to Aspire Capital under the Purchase Agreement unless shareholder approval to issue additional shares is obtained. The Maxim Group Equity Distribution Agreement On January 27, 2017, the Company entered into an Equity Distribution Agreement with Maxim Group LLC ("Maxim"), as sales agent, pursuant to which the Company may offer and sell, from time to time, through Maxim, up to $12,075,338 in shares of its common stock. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Equity Distribution Agreement. As of the date of this Annual Report on Form 10-K, the Company had sold 345,653 shares of its common stock through Maxim under the Equity Distribution Agreement for gross proceeds of $287,000 and may sell up to an additional $11,788,182 of shares of its common stock. This calculation will be updated immediately after we file this Annual Report on Form 10-K and we expect that the amount of securities we will be able to sell under the registration statement on Form S-3 thereafter will be approx imately $3.3 million . Voting Common stock is entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, including the election of directors, and does not have cumulative voting rights. Accordingly, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election. Dividends The holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by the board of directors out of legally available funds. Liquidation In the event of the Company’s liquidation, dissolution or winding up, holders of the Company’s common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all debts and other liabilities. Rights and Preferences Holders of the Company’s common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to the Company’s common stock. Common Stock Warrants At December 31, 2016 , the following common stock warrants were outstanding: Number of shares Exercise price Expiration underlying warrants per share date 109,976 $ 28.00 February 2017 29,260 $ 14.00 February 2017 90,529 $ 28.00 March 2017 29,557 $ 14.00 March 2017 130,233 $ 28.00 April 2017 2,275,950 $ 3.90 April 2017 20,000 $ 4.49 April 2017 14,284 $ 28.00 July 2017 80,966 $ 28.00 August 2018 4,551,900 $ 4.55 October 2018 40,000* $ 5.23 October 2018 3,571 $ 28.00 December 2018 22,328* $ 8.40 October 2020 2,380 $ 8.68 May 2022 7,400,934 *Accounted for as a liability instrument (see Note 4) Warrants Issued to Term Loan Lender In August 2014, warrants to purchase 625,208 shares of Series B convertible preferred stock, at an exercise price equal to $0.2999 per share, were issued to the term loan lender in conjunction with the loan of $7.5 million (see Note 8). Upon the closing of the Company’s IPO, these warrants to purchase 625,208 shares of Series B convertible preferred stock became warrants to purchase 22,328 shares of common stock at an exercise price of $8.40 per share, in accordance with their terms. These warrants represent a freestanding financing instrument indexed to an obligation of the Company and as such is accounted for as a liability in accordance with ASC 480. The Company adjusts the carrying value of the liability, which appears as “warrant liability” on the accompanying balance sheets, to its estimated fair value at each reporting date (see Note 4). |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2016 Equity Incentive Plan On April 5, 2016, the Company’s board of directors adopted the 2016 Equity Incentive Plan (the “2016 Plan”) as the successor to the 2015 Omnibus Plan (the “2015 Plan”). The 2016 Plan was approved by the Company’s stockholders and became effective on May 18, 2016 (the “2016 Plan Effective Date”). As of the 2016 Plan Effective Date, no additional grants will be made under the 2015 Plan or the 2011 Stock Incentive Plan (the “2011 Plan”), which was previously succeeded by the 2015 Plan effective October 13, 2015. Outstanding grants under the 2015 Plan and 2011 Plan will continue according to their terms as in effect under the applicable plan. Upon the 2016 Plan Effective Date, the 2016 Plan reserved and authorized up to 600,000 additional shares of common stock for issuance, as well as 464,476 unallocated shares remaining available for grant of new awards under the 2015 Plan. During the term of the 2016 Plan, the share reserve will automatically increase on the first trading day in January of each calendar year, beginning in 2017, by an amount equal to 4% of the total number of outstanding shares of common stock of the Company on the last trading day in December of the prior calendar year. As of December 31, 2016, there were 666,069 shares available for future issuance under the 2016 Plan. For stock options granted to employees and non-employee directors, the estimated grant date fair market value of the Company’s stock-based awards is amortized ratably over the individuals’ service periods, which is the period in which the awards vest. For stock options issued to non‑employees, the Company measures the options at their fair value on the date at which the related service is complete. Expense is recognized over the period during which services are rendered by such non-employees until completed. At the end of each financial reporting period prior to the completion of the service, the fair value of the awards is remeasured using the then current fair market value of the Company's common stock and updated assumptions in the Black-Scholes option pricing model. Stock-based compensation expense recognized for the years ending December 31, 2016 and 2015 was as follows: Year Ended December 31, 2016 2015 Research and development $ 141,247 $ 67,021 General and administrative 1,553,644 327,727 Total stock-based compensation $ 1,694,891 $ 394,748 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 year ended December 31, 2016 in the accompanying statement of operations. A summary of option activity for the years ended December 31, 2016 and 2015 is as follows: Options Outstanding Weighted average Grant date remaining Number of Weighted‑average fair value of contractual term shares exercise price options granted (in years) Balance, January 1, 2015 552,726 $ 9.17 Granted 523,390 $ 6.31 $ 1,467,886 Forfeited (116,928 ) $ 8.60 Balance, December 31, 2015 959,188 $ 7.68 Granted 915,242 $ 3.35 $ 2,155,234 Forfeited (25,071 ) $ 5.04 Balance, December 31, 2016 1,849,359 $ 5.57 8.44 Vested and expected to vest at December 31, 2016 1,849,359 $ 5.57 8.44 Exercisable at December 31, 2016 791,251 $ 7.55 7.24 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. As of December 31, 2016 , the aggregate intrinsic value of options outstanding, vested and expected to vest was $0 . The total grant date fair value of shares which vested during the years ended December 31, 2016 , 2015 and 2014 was $0.4 million , $0.7 million and $1.3 million , respectively. The per‑share weighted‑average grant date fair value of the options granted during 2016 , 2015 and 2014 was estimated at $2.35 , $2.80 and $2.24 , respectively. The assumptions used to determine the grant date fair value of stock options granted to employees and non-employee directors are as follows: Year Ended December 31, 2016 2015 2014 Risk-free interest rate 1.01 % — 1.93 % 1.64 % — 1.97 % 0.85 % — 1.97 % Expected term of options (in years) 5.0 — 6.25 5.0 — 6.25 5.00 — 6.25 Expected stock price volatility 80 % — 100.0 % 70.0 % 70.0 % Expected annual dividend yield — % — % — % The valuation assumptions were determined as follows: • Risk‑free interest rate: The Company bases the risk‑free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected option term. • Expected term of options: Due to lack of sufficient historical data, the Company estimates the expected life of its stock options granted to employees and members of the board of directors as the arithmetic average of the vesting term and the original contractual term of the option. The Company estimates the expected life of its stock options granted to consultants and nonemployees to be the contractual term of the options. • Expected stock price volatility: The Company estimated the expected volatility based on actual historical volatility of the stock price of other publicly‑traded biotechnology companies engaged in lines of business that are the same or similar to the Company’s. The Company calculated the historical volatility of the selected companies by using daily closing prices over a period of the expected term of the associated award. The companies were selected based on their enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the associated award. A decrease in the selected volatility would decrease the fair value of the underlying instrument. • Expected annual dividend yield: The Company estimated the expected dividend yield based on consideration of its historical dividend experience and future dividend expectations. The Company has not historically declared or paid dividends to stockholders. Moreover, it does not intend to pay dividends in the future, but instead expects to retain any earnings to invest in the continued growth of the business. Accordingly, the Company assumed and expected dividend yield of 0.0% . The Company considered numerous objective and subjective factors in the assessment of fair value of its common stock for grants made prior to the date the Company’s common stock began trading separately on the NASDAQ Capital Market, which was November 13, 2015, and includes all grants made to date. The factors considered include the price for the Company’s convertible preferred stock that was sold to investors and the rights, preferences and privileges of the convertible preferred stock and common stock, the trading price of the Company’s units between the IPO date and November 13, 2015, the Company’s financial condition and results of operations during the relevant periods, including the status of the development of the Company’s product candidates, and the status of strategic initiatives. These estimates involve a significant level of judgment. As of December 31, 2016 , there was approximately $2,047,800 of total unrecognized compensation expense related to unvested options granted under the Plan to be recognized as follows: Year ending December 31, 2017 $ 815,654 2018 766,151 2019 357,279 2020 108,716 $ 2,047,800 Employee Stock Purchase Plan On April 5, 2016, the Company’s board of directors approved the 2016 Employee Stock Purchase Plan (the “ESPP”). The ESPP was approved by the Company’s stockholders and became effective on May 18, 2016 (the “ESPP Effective Date”). Under the ESPP, eligible employees can purchase common stock through accumulated payroll deductions at such times as are established by the administrator. The ESPP is administered by the compensation committee of the Company’s board of directors. Under the ESPP, eligible employees may purchase stock at 85% of the lower of the fair market value of a share of the Company’s common stock (i) on the first day of an offering period or (ii) on the purchase date. Eligible employees may contribute up to 15% of their earnings during the offering period. The Company’s board of directors may establish a maximum number of shares of the Company’s common stock that may be purchased by any participant, or all participants in the aggregate, during each offering or offering period. Under the ESPP, a participant may not accrue rights to purchase more than $25,000 of the fair market value of the Company’s common stock for each calendar year in which such right is outstanding. Upon the ESPP Effective Date, the Company reserved and authorized up to 500,000 shares of common stock for issuance under the ESPP. On January 1 of each calendar year, the aggregate number of shares that may be issued under the ESPP shall automatically increase by a number equal to the lesser of (i) 1% of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding calendar year, and (ii) 500,000 shares of the Company’s common stock, or (iii) a number of shares of the Company’s common stock as determined by the Company’s board of directors or compensation committee. As of December 31, 2016, 480,000 shares remained available for issuance. In accordance with the guidance in ASC 718-50, the ability to purchase shares of the Company’s common stock at the lower of the offering date price or the purchase date price represents an option and, therefore, the ESPP is a compensatory plan under this guidance. Accordingly, stock-based compensation expense is determined based on the option’s grant-date fair value and is recognized over the requisite service period of the option. The Company used the Black-Scholes valuation model and recognized stock-based compensation expense of $70,890 for the year ended December 31, 2016. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s reserves related to taxes are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized. The Company recognized no material adjustments for unrecognized income tax benefits. Through December 31, 2016 , the Company had no unrecognized tax benefits or related interest and penalties accrued. The significant components of the Company’s deferred tax assets are comprised of the following: December 31, 2016 2015 Deferred tax assets: Net operating losses $ 20,587,955 $ 20,350,451 Research and development credits 1,840,505 1,814,296 Deferred rent 11,902 15,599 Accrued compensation 90,936 438,351 Stock-based compensation 2,169,070 1,500,520 Basis difference in tangible and intangible assets 6,174,163 207,157 Total deferred tax assets 30,874,531 24,326,374 Less valuation allowance (30,874,531 ) (24,326,374 ) Net deferred tax asset $ — $ — For the year ended December 31, 2016 , the Company increased the valuation allowance by $6.5 million to fully reserve for the value of deferred tax assets. Due to continued operating losses, there is no indication that it is more likely than not that the Company will be able to utilize its deferred tax assets. As of December 31, 2016 the Company had $52.2 million of federal and Maryland state net operating loss (“NOL”) carryforwards that will begin to expire in 2031. As of December 31, 2016 the Company had $1.8 million and $57,000 of federal and Maryland state research and development credits, respectively, that will begin to expire in 2018. The NOL and research and development credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three‑year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, as well as similar state tax provisions. This could limit the amount of NOLs and research and development credits that the Company can utilize annually to offset future taxable income or tax liabilities. The Company has not analyzed the historical or potential impact of its equity financings on beneficial ownership and therefore no determination has been made whether the NOL carryforwards are subject to any Internal Revenue Code Section 382 limitation. To the extent there is a limitation, which could be significant, there would be a reduction in the deferred tax asset with an offsetting reduction in the valuation allowance. Subsequent ownership changes may further affect the limitation in future years. All of the Company’s tax years are currently open to examination by each tax jurisdiction in which the Company is subject to taxation. A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: December 31, 2016 2015 Federal statutory rate 34.00 % 34.00 % Permanent differences (0.02 )% (0.02 )% Warrants 0.15 % 4.26 % State taxes 3.44 % 5.12 % Research and development credit 2.18 % 2.69 % Other — % 0.03 % Change in valuation allowance (39.75 )% (46.08 )% Effective income tax rate — % — % |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Office Lease In 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 under the lease amounted to approximately $142,000 for the years ended December 31, 2016 and 2015 . Pursuant to the terms of such lease, the Company’s future lease obligation is as follows: Year ending December 31, 2017 $ 154,845 2018 158,716 $ 313,561 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 $1.4 million of future services under these agreements as of December 31, 2016 , for which amounts have not been accrued as services have not been performed. The Company’s actual contractual obligations will vary depending upon several factors, including the progress and results of the underlying services. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Information (Unaudited) | Selected Quarterly Financial Data (Unaudited) The following table sets forth certain unaudited quarterly financial data for 2016 and 2015 . This unaudited information has been prepared on the same basis as the audited information included elsewhere in this Annual Report on Form 10-K and includes all adjustments necessary to present fairly the information set forth therein. Three Months Ended March 31, June 30, September 30, December 31, 2016 2016 2016 2016 (in thousands, except per share data) Grant revenue $ — $ 650 $ 321 $ 182 Operating expenses: Research and development 2,293 2,502 4,582 773 General and administrative 2,649 1,636 1,703 1,095 Change in fair value of warrant liability and unit purchase option liability (47 ) 91 (101 ) 130 Interest income (expense), net (151 ) (127 ) (104 ) (83 ) Net loss $ (5,140 ) $ (3,524 ) $ (6,169 ) $ (1,639 ) Net loss per share of common stock, basic and diluted $ (0.59 ) $ (0.41 ) $ (0.70 ) $ (0.18 ) Three Months Ended March 31, June 30, September 30, December 31, 2015 2015 2015 2015 (in thousands, except per share data) Operating expenses: Research and development $ 1,723 $ 1,875 $ 1,238 $ 1,751 General and administrative 761 1,016 722 1,924 Change in fair value of warrant liability, unit purchase option liability and investor rights obligation (535 ) 198 1,465 185 Interest income (expense), net (219 ) (219 ) (197 ) (158 ) Net loss $ (3,238 ) $ (2,912 ) $ (692 ) $ (3,648 ) Net loss per share of common stock, basic and diluted $ (4.98 ) $ (4.48 ) $ (1.06 ) $ (0.53 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 27, 2017, the Company entered into an Equity Distribution Agreement with Maxim, pursuant to which the Company may offer and sell shares of its common stock through Maxim. As of the date of this Annual Report on Form 10-K, the Company had sold 345,653 shares of its common stock through Maxim under the Equity Distribution Agreement for gross procee ds of $287,000 . Refer to Note 9 for additional information on the Equity Distribution Agreement. |
Significant Accounting Polici21
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
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, warrant liability and embedded derivative liabilities. 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. Prior to being a public company, the Company utilized estimates and assumptions in determining the fair value of its common stock as an input for determining the grant date fair value of stock option grants. Management used the assistance of a third‑party valuation firm in estimating the fair value of the common stock. The board of directors determined the estimated fair value of the common stock based on a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector and the historic prices at which the Company sold shares of its preferred stock. |
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. |
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 office space for its principal offices in Baltimore, Maryland. The Company 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 was supported by funds that were invested in a certificate of deposit. Provided there was no event of default by the Company, the Company requested 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 occurred in the fourth quarter of 2016, the Company deposited 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 convertible notes or equity instruments, (ii) allocation of proceeds to beneficial conversion features and/or (iii) recording derivative 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. |
Grant Revenue Recognition | Grant Revenue Recognition The Company recognizes grant revenue when there is (i) reasonable assurance of compliance with the conditions of the grant and (ii) reasonable assurance that the grant will be received. In April 2016, the Company received a research and development grant from the National Institute on Drug Abuse ("NIDA") at the National Institutes of Health ("NIH") to provide additional resources for the period of May 2016 through April 2017 for the Company’s now completed Phase 2 clinical trial for CERC-501, “ A Randomized, Double-Blind, Placebo-Controlled, Crossover Design Study of CERC-501 in a Human Laboratory Model of Smoking Behavior .” The amount of the NIDA award was $1.02 million . Additionally, in July 2016, the Company received a research and development grant from the National Institute on Alcohol Abuse and Alcoholism ("NIAAA") at the NIH to provide additional resources for the period of July 2016 through June 2017 to progress the development of CERC-501 for the treatment of alcohol use disorder. The amount of the NIAAA award was $1.0 million . The Company recognizes revenue under grants in earnings on a systemic basis in the period the related expenditures for which the grants are intended to compensate are incurred. |
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 (see Note 11) 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. |
Stock-Based Compensation | Stock‑Based Compensation 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, the value of the common stock 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 measures the options at their fair value on the date at which the related service is complete. Expense is recognized over the period during which services are rendered by such non-employees until completed. At the end of each financial reporting period prior to the completion of the service, the fair value of the awards is remeasured using the then current fair market value of the Company's common stock and updated assumptions in the Black-Scholes option pricing model. |
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 August 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2014‑15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . The amendments in this update explicitly require a company’s management to assess an entity’s ability to continue as a going concern within one year after the date the financial statements are issued, and to provide related footnote disclosures in certain circumstances. The new standard is effective in the first annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The new guidance was adopted by the Company in the fourth quarter of 2016. The adoption of this guidance did not impact the Company's financial position, results of operations or cash flows, nor did it significantly impact the Company's disclosures regarding the assessment of its ability to continue as a going concern within one year of the date that our financial statements were issued. Recent Accounting Pronouncements In May 2014, the FASB issued 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”), and in May 2016 the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606), Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”), each of which clarify the guidance in ASU 2014-09 and have the same effective date as the original standard. The Company has not yet completed its determination of the impact of adopting ASU 2014-09, ASU 2016-08, ASU 2016-10, or ASU 2016-12 on the financial statements, although, the impact, if any, is not expected to be significant. The Company expects to adopt the pronouncement on a full retrospective basis on January 1, 2018. 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 adopted this standard on January 1, 2017 and its adoption will have no impact on its financial position, results of operations or cash flows. In November 2016, the FASB issued ASU 2016-18, Restricted Cash . The guidance is intended to address the diversity that currently exists in the classification and presentation of changes in restricted cash on the statement of cash flows. The new standard requires that entities show the changes in the total of cash and cash equivalents, restricted cash and restricted cash equivalents on the statement of cash flows and no longer present transfers between cash and cash equivalents, restricted cash and restricted cash equivalents on the statement of cash flows. The new standard is effective for fiscal years beginning after December 15, 2017, 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 22
Net Loss Per Share Of Common Stock, Basic And Diluted (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of the computation of basic and diluted net loss per share of Common Stock | The following table sets forth the computation of basic and diluted net loss per share of common stock for the years ended December 31, 2016 , 2015 and 2014 : Year ended December 31, Net loss per share, basic and diluted calculation: 2016 2015 2014 Net loss $ (16,471,603 ) $ (10,490,103 ) $ (16,055,591 ) Extinguishment upon modification of Series A and A-1 convertible preferred stock — — 12,534,438 Net loss attributable to common stockholders $ (16,471,603 ) $ (10,490,103 ) $ (3,521,153 ) Weighted-average common shares outstanding 8,830,396 2,226,023 642,052 Net loss per share, basic and diluted $ (1.87 ) $ (4.71 ) $ (5.48 ) |
Schedule of anti-dilutive securities excluded from computation of diluted weighted shares outstanding | The following outstanding securities at December, 31, 2016 , 2015 and 2014 have been excluded from the computation of diluted weighted shares outstanding, as they would have been anti-dilutive: December 31, 2016 2015 2014 Series A convertible preferred stock — — 31,116,391 Series A-1 convertible preferred stock — — 9,074,511 Series B convertible preferred stock — — 58,948,735 Stock options 1,849,359 959,188 552,726 Warrants on common stock 7,400,934 7,400,934 681,858 Warrants on preferred stock — — 625,208 Investor rights obligation — — 53,351,117 Underwriters' unit purchase option 40,000 40,000 — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | The following 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: December 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* $ 4,758,539 $ — $ — Liabilities Warrant liability $ — $ — $ 5,501 Unit purchase option liability — $ — $ 51 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* $ 21,122,553 $ — $ — Liabilities Warrant liability $ — $ — $ 27,606 Unit purchase option liability — $ — $ 50,571 *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 | The tables presented below are a summary of changes in the fair value of the Company’s Level 3 valuations for the warrant liability, unit purchase option liability and investor rights obligation for the years ended December 31, 2016 and 2015 : Warrant Unit purchase Investor rights liability option liability obligation Total Balance at December 31, 2015 $ 27,606 $ 50,571 $ — $ 78,177 Change in fair value (22,105 ) (50,520 ) — (72,625 ) Balance at December 31, 2016 $ 5,501 $ 51 $ — $ 5,552 Warrant Unit purchase Investor rights liability option liability obligation Total Balance at December 31, 2014 $ 69,684 $ — $ 1,112,000 $ 1,181,684 Issuance of unit purchase option — 209,542 — 209,542 Expiration of investor rights obligation — — (1,112,000 ) (1,112,000 ) Change in fair value (42,078 ) (158,971 ) — (201,049 ) Balance at December 31, 2015 $ 27,606 $ 50,571 $ — $ 78,177 |
Property And Equipment (Tables)
Property And Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment | Property and equipment as of December 31, 2016 and 2015 consisted of the following: December 31, 2016 2015 Furniture and equipment $ 58,126 $ 34,918 Computers and software 72,808 61,133 Total property and equipment 130,934 96,051 Less accumulated depreciation (87,691 ) (60,835 ) Property and equipment, net $ 43,243 $ 35,216 |
Accrued Expenses And Other Cu25
Accrued Expenses And Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities as of December 31, 2016 and 2015 consisted of the following: December 31, 2016 2015 Compensation and benefits $ 272,601 $ 1,128,073 Research and development expenses 315,937 464,719 General and administrative 160,116 253,132 Accrued interest 193,781 39,534 Total accrued expenses and other current liabilities $ 942,435 $ 1,885,458 |
Term Loan (Tables)
Term Loan (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt consisted of the following as of December 31, 2016 and 2015 : December 31, December 31, 2016 2015 Term loan $ 2,374,031 $ 5,688,256 Less: debt discount (20,364 ) (126,700 ) Term Loan, net of debt discount 2,353,667 5,561,556 Less: current portion, net of debt discount (2,353,667 ) (3,208,074 ) Long term debt, net of current portion and debt discount $ — $ 2,353,482 |
Capital Structure (Tables)
Capital Structure (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
CAPITAL STRUCTURE | |
Schedule of outstanding common stock warrants | At December 31, 2016 , the following common stock warrants were outstanding: Number of shares Exercise price Expiration underlying warrants per share date 109,976 $ 28.00 February 2017 29,260 $ 14.00 February 2017 90,529 $ 28.00 March 2017 29,557 $ 14.00 March 2017 130,233 $ 28.00 April 2017 2,275,950 $ 3.90 April 2017 20,000 $ 4.49 April 2017 14,284 $ 28.00 July 2017 80,966 $ 28.00 August 2018 4,551,900 $ 4.55 October 2018 40,000* $ 5.23 October 2018 3,571 $ 28.00 December 2018 22,328* $ 8.40 October 2020 2,380 $ 8.68 May 2022 7,400,934 *Accounted for as a liability instrument (see Note 4) |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation [Abstract] | |
Schedule of stock-based compensation expense | Stock-based compensation expense recognized for the years ending December 31, 2016 and 2015 was as follows: Year Ended December 31, 2016 2015 Research and development $ 141,247 $ 67,021 General and administrative 1,553,644 327,727 Total stock-based compensation $ 1,694,891 $ 394,748 |
Summary of option activity | A summary of option activity for the years ended December 31, 2016 and 2015 is as follows: Options Outstanding Weighted average Grant date remaining Number of Weighted‑average fair value of contractual term shares exercise price options granted (in years) Balance, January 1, 2015 552,726 $ 9.17 Granted 523,390 $ 6.31 $ 1,467,886 Forfeited (116,928 ) $ 8.60 Balance, December 31, 2015 959,188 $ 7.68 Granted 915,242 $ 3.35 $ 2,155,234 Forfeited (25,071 ) $ 5.04 Balance, December 31, 2016 1,849,359 $ 5.57 8.44 Vested and expected to vest at December 31, 2016 1,849,359 $ 5.57 8.44 Exercisable at December 31, 2016 791,251 $ 7.55 7.24 |
Schedule of fair value assumptions for options | The per‑share weighted‑average grant date fair value of the options granted during 2016 , 2015 and 2014 was estimated at $2.35 , $2.80 and $2.24 , respectively. The assumptions used to determine the grant date fair value of stock options granted to employees and non-employee directors are as follows: Year Ended December 31, 2016 2015 2014 Risk-free interest rate 1.01 % — 1.93 % 1.64 % — 1.97 % 0.85 % — 1.97 % Expected term of options (in years) 5.0 — 6.25 5.0 — 6.25 5.00 — 6.25 Expected stock price volatility 80 % — 100.0 % 70.0 % 70.0 % Expected annual dividend yield — % — % — % |
Schedule of unrecognized compensation expense | As of December 31, 2016 , there was approximately $2,047,800 of total unrecognized compensation expense related to unvested options granted under the Plan to be recognized as follows: Year ending December 31, 2017 $ 815,654 2018 766,151 2019 357,279 2020 108,716 $ 2,047,800 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of deferred tax assets | The significant components of the Company’s deferred tax assets are comprised of the following: December 31, 2016 2015 Deferred tax assets: Net operating losses $ 20,587,955 $ 20,350,451 Research and development credits 1,840,505 1,814,296 Deferred rent 11,902 15,599 Accrued compensation 90,936 438,351 Stock-based compensation 2,169,070 1,500,520 Basis difference in tangible and intangible assets 6,174,163 207,157 Total deferred tax assets 30,874,531 24,326,374 Less valuation allowance (30,874,531 ) (24,326,374 ) Net deferred tax asset $ — $ — |
Reconciliation of income tax expenses between federal statutory rate and effective income tax rate | A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: December 31, 2016 2015 Federal statutory rate 34.00 % 34.00 % Permanent differences (0.02 )% (0.02 )% Warrants 0.15 % 4.26 % State taxes 3.44 % 5.12 % Research and development credit 2.18 % 2.69 % Other — % 0.03 % Change in valuation allowance (39.75 )% (46.08 )% Effective income tax rate — % — % |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future lease obligations | Pursuant to the terms of such lease, the Company’s future lease obligation is as follows: Year ending December 31, 2017 $ 154,845 2018 158,716 $ 313,561 |
Selected Quarterly Financial 31
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
Schedule of certain unaudited quarterly financial data | Three Months Ended March 31, June 30, September 30, December 31, 2016 2016 2016 2016 (in thousands, except per share data) Grant revenue $ — $ 650 $ 321 $ 182 Operating expenses: Research and development 2,293 2,502 4,582 773 General and administrative 2,649 1,636 1,703 1,095 Change in fair value of warrant liability and unit purchase option liability (47 ) 91 (101 ) 130 Interest income (expense), net (151 ) (127 ) (104 ) (83 ) Net loss $ (5,140 ) $ (3,524 ) $ (6,169 ) $ (1,639 ) Net loss per share of common stock, basic and diluted $ (0.59 ) $ (0.41 ) $ (0.70 ) $ (0.18 ) Three Months Ended March 31, June 30, September 30, December 31, 2015 2015 2015 2015 (in thousands, except per share data) Operating expenses: Research and development $ 1,723 $ 1,875 $ 1,238 $ 1,751 General and administrative 761 1,016 722 1,924 Change in fair value of warrant liability, unit purchase option liability and investor rights obligation (535 ) 198 1,465 185 Interest income (expense), net (219 ) (219 ) (197 ) (158 ) Net loss $ (3,238 ) $ (2,912 ) $ (692 ) $ (3,648 ) Net loss per share of common stock, basic and diluted $ (4.98 ) $ (4.48 ) $ (1.06 ) $ (0.53 ) |
Business (Details)
Business (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||
Net loss | $ (1,639,000) | $ (6,169,000) | $ (3,524,000) | $ (5,140,000) | $ (3,648,000) | $ (692,000) | $ (2,912,000) | $ (3,238,000) | $ (16,471,603) | $ (10,490,103) | $ (16,055,591) |
Cash flows from operations | (14,573,138) | (10,163,380) | $ (15,518,349) | ||||||||
Accumulated deficit | $ (70,035,083) | $ (53,563,480) | $ (70,035,083) | $ (53,563,480) |
Significant Accounting Polici33
Significant Accounting Policies (Details) | Jul. 31, 2016USD ($) | Apr. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2013USD ($) | Dec. 31, 2016USD ($)classofstocksegmentshares | Dec. 31, 2015USD ($)classofstockshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($) |
Net Loss Per Share of Common Stock, Basic and Diluted | |||||||||||
Anti-dilutive amount | shares | 0 | 0 | 625,208 | ||||||||
Restricted Cash [Abstract] | |||||||||||
Certificate of deposit supporting lease obligation | $ 175,000 | ||||||||||
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 | ||||||||||
Deposited as collateral with Silicone Valley Bank | $ 62,828 | $ 62,828 | $ 0 | ||||||||
Grant Revenue Recognition [Abstract] | |||||||||||
Revenue recognized on grant | 182,000 | $ 321,000 | $ 650,000 | $ 0 | $ 1,152,987 | $ 0 | $ 0 | ||||
Clinical Trial Expense Accruals | |||||||||||
Number of material adjustments to prior period estimates of accrued expenses | classofstock | 0 | 0 | |||||||||
Segment information | |||||||||||
Number of Operating Segments | segment | 1 | ||||||||||
Equipment | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Computer, software, equipment and furniture, useful life | 5 years | ||||||||||
Computers and software | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Computer, software, equipment and furniture, useful life | 4 years | ||||||||||
Furniture and Fixtures | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Computer, software, equipment and furniture, useful life | 5 years | ||||||||||
National Institute On Drug Abuse (NIDA) | |||||||||||
Grant Revenue Recognition [Abstract] | |||||||||||
Revenue recognized on grant | $ 1,020,000 | ||||||||||
Research and Development Arrangement Contract to Perform for Others Amount Of Award | $ 1,020,000 | ||||||||||
National Institute on Alcohol Abuse and Alcoholism (NIAAA) | |||||||||||
Grant Revenue Recognition [Abstract] | |||||||||||
Revenue recognized on grant | 132,000 | ||||||||||
Research and Development Arrangement Contract to Perform for Others Amount Of Award | $ 1,000,000 | ||||||||||
Silicone Valley Bank | |||||||||||
Restricted Cash [Abstract] | |||||||||||
Deposited as collateral with Silicone Valley Bank | $ 50,000 | $ 50,000 |
Net Loss Per Share Of Common 34
Net Loss Per Share Of Common Stock, Basic And Diluted (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Net loss | $ (1,639,000) | $ (6,169,000) | $ (3,524,000) | $ (5,140,000) | $ (3,648,000) | $ (692,000) | $ (2,912,000) | $ (3,238,000) | $ (16,471,603) | $ (10,490,103) | $ (16,055,591) |
Extinguishment upon modification of Series A and A-1 convertible preferred stock | 0 | 0 | 12,534,438 | ||||||||
Net loss attributable to common stockholders | $ (16,471,603) | $ (10,490,103) | $ (3,521,153) | ||||||||
Weighted-average shares of common stock outstanding, basic and diluted | 8,830,396 | 2,226,023 | 642,052 | ||||||||
Weighted-average common shares outstanding | $ (0.18) | $ (0.70) | $ (0.41) | $ (0.59) | $ (0.53) | $ (1.06) | $ (4.48) | $ (4.98) | $ (1.87) | $ (4.71) | $ (5.48) |
Net Loss Per Share Of Common 35
Net Loss Per Share Of Common Stock, Basic And Diluted - Anti-dilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Anti-dilutive securities | |||
Anti- dilutive securities excluded from the computation of diluted weighted shares outstanding | 0 | 0 | 625,208 |
Series A convertible preferred stock | |||
Anti-dilutive securities | |||
Anti- dilutive securities excluded from the computation of diluted weighted shares outstanding | 0 | 0 | 31,116,391 |
Series A-1 convertible preferred stock | |||
Anti-dilutive securities | |||
Anti- dilutive securities excluded from the computation of diluted weighted shares outstanding | 0 | 0 | 9,074,511 |
Series B convertible preferred stock | |||
Anti-dilutive securities | |||
Anti- dilutive securities excluded from the computation of diluted weighted shares outstanding | 0 | 0 | 58,948,735 |
Stock options | |||
Anti-dilutive securities | |||
Anti- dilutive securities excluded from the computation of diluted weighted shares outstanding | 1,849,359 | 959,188 | 552,726 |
Warrants on common stock | |||
Anti-dilutive securities | |||
Anti- dilutive securities excluded from the computation of diluted weighted shares outstanding | 7,400,934 | 7,400,934 | 681,858 |
Warrants on preferred stock | |||
Anti-dilutive securities | |||
Anti- dilutive securities excluded from the computation of diluted weighted shares outstanding | 0 | 0 | |
Investor rights obligation | |||
Anti-dilutive securities | |||
Anti- dilutive securities excluded from the computation of diluted weighted shares outstanding | 0 | 0 | 53,351,117 |
Underwriters' unit purchase option | |||
Anti-dilutive securities | |||
Anti- dilutive securities excluded from the computation of diluted weighted shares outstanding | 40,000 | 40,000 | 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Estimated fair value of debt | $ 2,400,000 | |
Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Investments in money market funds | 4,758,539 | $ 21,122,553 |
Recurring basis | Level 3 | Warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Liabilities and obligations | 5,501 | 27,606 |
Recurring basis | Level 3 | Unit purchase option liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Liabilities and obligations | $ 51 | $ 50,571 |
Fair Value Measurements - Assum
Fair Value Measurements - Assumptions, RF (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)classofstock$ / sharesshares | Dec. 31, 2015USD ($)classofstock | Dec. 31, 2014USD ($) | |
Level 3 Valuation | |||
Expected life | 6 years 3 months | ||
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 | classofstock | 0 | 0 | |
Amount of transfers of assets from level 1 to level 2 | $ 0 | $ 0 | |
Amount of transfers of assets from level 2 to level 1 | $ 0 | $ 0 | |
Common stock warrants | |||
Level 3 Valuation | |||
Number of shares available under warrant | shares | 40,000 | ||
Minimum | |||
Level 3 Valuation | |||
Expected life | 5 years | 5 years | 5 years |
Maximum | |||
Level 3 Valuation | |||
Expected life | 6 years 3 months | 6 years 3 months | |
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 | $ 1,181,684 | |
Change in fair value | (72,625) | (201,049) | |
Recording of obligation at fair value | 209,542 | ||
Fair Value Measurement with Unobservable Inputs Reconciliation Recurring Basis Liability Expirations | (1,112,000) | ||
Ending balance | $ 5,552 | 78,177 | $ 1,181,684 |
Warrant liability | Level 3 | |||
Level 3 Valuation | |||
Volatility | 100.00% | ||
Risk free interest rate | 1.65% | ||
Strike price | $ / shares | $ (8.40) | ||
Share price (in dollars per share) | $ / shares | $ (0.88) | ||
Expected life | 3 years 9 months 8 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 | 69,684 | |
Change in fair value | (22,105) | (42,078) | |
Ending balance | 27,606 | 69,684 | |
Investor rights obligation | Level 3 | |||
Summary of changes in the fair value of the Level 3 valuation for the Warrant Liability and the Investor Rights Obligation | |||
Recording of obligation at fair value | 0 | ||
Fair Value Measurement with Unobservable Inputs Reconciliation Recurring Basis Liability Expirations | (1,112,000) | ||
Equity Unit Purchase Option | 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 | $ 50,520 | ||
Equity Unit Purchase Option | Level 3 | |||
Level 3 Valuation | |||
Strike price | $ / shares | $ (7.48) | ||
Share price (in dollars per share) | $ / shares | $ (0.88) | ||
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 | 0 | |
Issuance of liability | 209,542 | ||
Change in fair value | (50,520) | (158,971) | |
Ending balance | $ 51 | 50,571 | 0 |
Equity Unit Purchase Option | Level 3 | Class A Warrant | |||
Level 3 Valuation | |||
Strike price | $ / shares | $ (5.23) | ||
Equity Unit Purchase Option | Level 3 | Class B Warrant | |||
Level 3 Valuation | |||
Strike price | $ / shares | $ (4.49) | ||
Equity Unit Purchase Option | Level 3 | Minimum | |||
Level 3 Valuation | |||
Volatility | 65.00% | ||
Risk free interest rate | 0.44% | ||
Equity Unit Purchase Option | Level 3 | Maximum | |||
Level 3 Valuation | |||
Volatility | 90.00% | ||
Risk free interest rate | 1.64% | ||
Recurring basis | Warrant liability | Level 3 | |||
Level 3 Valuation | |||
Liabilities and obligations | $ 5,501 | 27,606 | |
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 | ||
Ending balance | 5,501 | 27,606 | |
Recurring basis | Investor rights obligation | Level 3 | |||
Level 3 Valuation | |||
Liabilities and obligations | 0 | 0 | $ 1,112,000 |
Recurring basis | Equity Unit Purchase Option | Level 3 | |||
Level 3 Valuation | |||
Liabilities and obligations | $ 51 | $ 50,571 |
Property And Equipment (Details
Property And Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 130,934 | $ 96,051 | |
Less accumulated depreciation | (87,691) | (60,835) | |
Property and equipment, net | 43,243 | 35,216 | |
Depreciation expense | 26,856 | 23,508 | $ 28,943 |
Furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 58,126 | 34,918 | |
Computers and software | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 72,808 | $ 61,133 |
Accrued Expenses And Other Cu39
Accrued Expenses And Other Current Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Compensation and benefits | $ 272,601 | $ 1,128,073 |
Research and development expenses | 315,937 | 464,719 |
General and administrative | 160,116 | 253,132 |
Accrued interest | 193,781 | 39,534 |
Total accrued expenses and other current liabilities | $ 942,435 | $ 1,885,458 |
License Agreements (Details)
License Agreements (Details) - USD ($) | Sep. 22, 2016 | Feb. 28, 2015 | Dec. 31, 2016 | Dec. 31, 2013 |
License Agreement To Develop Transmembrane Ampa Receptor Regulatory Proteins | ||||
Asset Acquisition And License Agreement [Line Items] | ||||
Asset acquisition payments | $ 2,000,000 | $ 750,000 | ||
Potential Milestone Commitment Due After First Subject Closed | 1,250,000 | |||
License Agreement To Develop Transmembrane Ampa Receptor Regulatory Proteins | Research and development expense | ||||
Asset Acquisition And License Agreement [Line Items] | ||||
Asset acquisition payments | 2,000,000 | |||
Merck | CERC-301 | ||||
Asset Acquisition And License Agreement [Line Items] | ||||
Other Commitment | $ 750,000 | |||
Total Cost of License Agreement | 1,500,000 | |||
Merck | CERC-301 | Research and development expense | ||||
Asset Acquisition And License Agreement [Line Items] | ||||
Asset acquisition payments | 750,000 | |||
Merck | COMT Inhibitor | ||||
Asset Acquisition And License Agreement [Line Items] | ||||
Asset acquisition payments | $ 200,000 | |||
Lilly | CERC-501 | ||||
Asset Acquisition And License Agreement [Line Items] | ||||
Other Commitment | $ 250,000 | |||
Lilly | CERC-501 | Research and development expense | ||||
Asset Acquisition And License Agreement [Line Items] | ||||
Asset acquisition payments | $ 750,000 |
Term Loan (Details)
Term Loan (Details) - USD ($) | Dec. 15, 2016 | Dec. 17, 2015 | Aug. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 16, 2015 |
Term Loan | ||||||
Term loan | $ 2,374,031 | $ 5,688,256 | ||||
Less: debt discount | (20,364) | (126,700) | ||||
Term Loan, net of debt discount | 2,353,667 | 5,561,556 | ||||
Less: current portion, net of debt discount | (2,353,667) | (3,208,074) | ||||
Long term debt, net of current portion and discount | $ 0 | $ 2,353,482 | ||||
Term Loan, Long-Term | ||||||
Term Loan | ||||||
Face amount | $ 7,500,000 | |||||
Interest rate, maximum | 7.95% | |||||
Current interest rate | 8.45% | 8.20% | ||||
Term of interest-only period | 9 months | |||||
Monthly payments of principal and interest | $ 305,000 | |||||
Monthly payments of principal and interest, term | 27 months | |||||
Term Loan | ||||||
Interest expense including amortization of discount and accrual of termination fee | $ 489,000 | $ 800,000 | ||||
2017 payment | 2,374,031 | |||||
Term Loan, Long-Term | Long-Term Debt Caption | ||||||
Term Loan | ||||||
Lender fees paid | $ 110,000 | |||||
One-time fee payable at maturity | $ 187,500 | |||||
Term Loan, Long-Term | Interest Expense | ||||||
Term Loan | ||||||
Amortization of debt discount | 106,000 | 159,000 | ||||
Accretion of one-time fee | 56,000 | $ 84,000 | ||||
Term Loan, Long-Term | Series B convertible preferred stock warrants | ||||||
Term Loan | ||||||
One-time fee payable at maturity | $ 187,500 | |||||
Term Loan, Long-Term | Prime rate | ||||||
Term Loan | ||||||
Debt Instrument, Interest Rate During Period | 7.95% | |||||
Margin on interest rate, deducted from basis | 3.25% | |||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.25% | 0.25% |
Capital Structure - Common Stoc
Capital Structure - Common Stock (Details) | Sep. 08, 2016USD ($)$ / sharesshares | Nov. 23, 2015USD ($)shares | Oct. 20, 2015USD ($)classofstock$ / sharesshares | Mar. 10, 2017USD ($)shares | Mar. 09, 2017USD ($)shares | Dec. 31, 2016$ / sharesshares | Dec. 31, 2016USD ($)Voteclassofstock$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)shares | Jan. 27, 2017USD ($) | Sep. 01, 2015$ / shares | Aug. 31, 2014$ / shares |
Common Stock | ||||||||||||
Number of classes of stock authorized to issue | classofstock | 2 | |||||||||||
Number of capital stock authorized to issue | 205,000,000 | 205,000,000 | ||||||||||
Number of common stock authorized to issue | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, par value per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Initial Public Offering [Abstract] | ||||||||||||
Gross proceeds | $ | $ 135,319 | $ 1,899,987 | $ 21,165,589 | |||||||||
Underwriter's Unit Purchase Option [Abstract] | ||||||||||||
Threshold price per common stock on any trading day to present notice for purchase of common stock | $ / shares | $ 0.50 | |||||||||||
Number of shares sold under purchase agreement | 9,434,141 | 9,434,141 | 8,650,143 | |||||||||
Proceeds from issuance of common stock | $ | $ 2,003,182 | $ 0 | $ 0 | |||||||||
Common stock | ||||||||||||
Initial Public Offering [Abstract] | ||||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 8.40 | |||||||||||
Issuance of stock (in shares) | 763,998 | 4,020,000 | ||||||||||
Gross proceeds | $ | $ 764 | $ 4,020 | ||||||||||
Aspire Capital Fund LLC (Aspire Capital) | ||||||||||||
Underwriter's Unit Purchase Option [Abstract] | ||||||||||||
Term of common stock purchase agreement | 30 months | |||||||||||
Common stock issued as commitment fee | 175,000 | |||||||||||
Capital Unit | ||||||||||||
Initial Public Offering [Abstract] | ||||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 5.23 | |||||||||||
Issuance of stock (in shares) | 4,000,000 | |||||||||||
Share price (in dollars per share) | $ / shares | $ 6.50 | |||||||||||
Gross proceeds | $ | $ 26,000,000 | |||||||||||
Net proceeds from IPO | $ | 23,600,000 | |||||||||||
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% | |||||||||||
Capital Unit, Class B [Member] | ||||||||||||
Initial Public Offering [Abstract] | ||||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 4.49 | |||||||||||
Class A Warrant | ||||||||||||
Initial Public Offering [Abstract] | ||||||||||||
Number of equity instruments included in a unit | 1 | |||||||||||
Class of warrant or right, number of securities called by each warrant or right | 1 | 1 | ||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 4.55 | $ 4.55 | $ 4.55 | |||||||||
Issuance of stock (in shares) | 551,900 | |||||||||||
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 | ||||||||||||
Initial Public Offering [Abstract] | ||||||||||||
Number of equity instruments included in a unit | 1 | |||||||||||
Class of warrant or right, number of securities called by each warrant or right | 0.5 | 0.5 | ||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 3.90 | $ 3.90 | $ 3.90 | |||||||||
Issuance of stock (in shares) | 551,900 | |||||||||||
Common Stock | ||||||||||||
Initial Public Offering [Abstract] | ||||||||||||
Number of equity instruments included in a unit | 1 | |||||||||||
Issuance of stock (in shares) | 20,000 | |||||||||||
Underwriter's Unit Purchase Option [Abstract] | ||||||||||||
Number of votes per share | Vote | 1 | |||||||||||
Number of preemptive, conversion or subscription rights | classofstock | 0 | |||||||||||
Number of redemption or sinking fund provisions | classofstock | 0 | |||||||||||
Common Stock | Class A Warrant | ||||||||||||
Initial Public Offering [Abstract] | ||||||||||||
Class of warrant or right, number of securities called by each warrant or right | 1 | 1 | ||||||||||
Series B convertible preferred stock | ||||||||||||
Initial Public Offering [Abstract] | ||||||||||||
Issuance of stock (in shares) | 50,017,786 | |||||||||||
Series B convertible preferred stock | Preferred Stock | ||||||||||||
Initial Public Offering [Abstract] | ||||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 0.2999 | |||||||||||
Maximum | Capital Unit | ||||||||||||
Underwriter's Unit Purchase Option [Abstract] | ||||||||||||
Number of units available under the option | 40,000 | |||||||||||
IPO | Class B Warrant | ||||||||||||
Initial Public Offering [Abstract] | ||||||||||||
Class of warrant or right, number of securities called by each warrant or right | 0.5 | |||||||||||
Common Stock Purchase Agreement | Aspire Capital Fund LLC (Aspire Capital) | ||||||||||||
Initial Public Offering [Abstract] | ||||||||||||
Issuance of stock (in shares) | 763,998 | |||||||||||
Gross proceeds | $ | $ 1,000,000 | |||||||||||
Underwriter's Unit Purchase Option [Abstract] | ||||||||||||
Maximum value of common stock purchases committed to by counterparty | $ | $ 15,000,000 | |||||||||||
Number of shares sold under purchase agreement | 250,000 | |||||||||||
Price per share (in dollars per share) | $ / shares | $ 4 | |||||||||||
Proceeds from issuance of common stock | $ | $ 1,900,000 | |||||||||||
Common Stock Purchase Agreement | Aspire Capital Fund LLC (Aspire Capital) | Subsequent Event | ||||||||||||
Initial Public Offering [Abstract] | ||||||||||||
Issuance of stock (in shares) | 965,165 | |||||||||||
Underwriter's Unit Purchase Option [Abstract] | ||||||||||||
Proceeds from issuance of common stock | $ | $ 789,000 | |||||||||||
Common Stock Purchase Agreement | Maximum | Aspire Capital Fund LLC (Aspire Capital) | ||||||||||||
Underwriter's Unit Purchase Option [Abstract] | ||||||||||||
Number of common stock issued per day on achieving threshold price per common stock | 50,000 | |||||||||||
Equity Distribution Agreement for Sale of Common Stock | Maxim Group LLC (Maxim) | Subsequent Event | ||||||||||||
Underwriter's Unit Purchase Option [Abstract] | ||||||||||||
Proceeds from issuance of common stock | $ | $ 287,000 | |||||||||||
Sale of common stock through equity distribution agreement | $ | $ 12,075,338 | |||||||||||
Additional shares of common stock for sale, value | $ | 11,788,182 | |||||||||||
Equity Distribution Agreement for Sale of Common Stock | Maxim Group LLC (Maxim) | Subsequent Event | Common stock | ||||||||||||
Initial Public Offering [Abstract] | ||||||||||||
Issuance of stock (in shares) | 345,653 | |||||||||||
Equity Distribution Agreement for Sale of Common Stock | Maxim Group LLC (Maxim) | Scenario, Forecast | Subsequent Event | ||||||||||||
Underwriter's Unit Purchase Option [Abstract] | ||||||||||||
Additional shares of common stock for sale, value | $ | $ 3,300,000 | |||||||||||
Over-Allotment Option | Common Stock | Class B Warrant | ||||||||||||
Initial Public Offering [Abstract] | ||||||||||||
Class of warrant or right, number of securities called by each warrant or right | 0.5 |
Capital Structure - Warrants (D
Capital Structure - Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2016 | Aug. 31, 2014 |
Common Stock | ||
Common Stock Warrants | ||
Number of shares available under warrant | 7,400,934 | |
Term Loan Lender | ||
Common Stock Warrants | ||
Face amount | $ 7.5 | |
Preferred Stock | Series B convertible preferred stock | ||
Common Stock Warrants | ||
Number of shares available under warrant | 625,208 | |
Exercise price per share (in dollars per share) | $ 0.2999 | |
Common stock | ||
Common Stock Warrants | ||
Number of shares available under warrant | 22,328 | |
Exercise price per share (in dollars per share) | $ 8.40 | |
Common stock warrants, expiration date of February 2017 | Common Stock | ||
Common Stock Warrants | ||
Number of shares available under warrant | 109,976 | |
Exercise price per share (in dollars per share) | $ 28 | |
Common stock warrants, expiration date of February 2017 | Common Stock | ||
Common Stock Warrants | ||
Number of shares available under warrant | 29,260 | |
Exercise price per share (in dollars per share) | $ 14 | |
Common stock warrants, expiration date of March 2017 | Common Stock | ||
Common Stock Warrants | ||
Number of shares available under warrant | 90,529 | |
Exercise price per share (in dollars per share) | $ 28 | |
Common stock warrants, expiration date of March 2017 | Common Stock | ||
Common Stock Warrants | ||
Number of shares available under warrant | 29,557 | |
Exercise price per share (in dollars per share) | $ 14 | |
Common stock warrants, expiration date of April 2017 | Common Stock | ||
Common Stock Warrants | ||
Number of shares available under warrant | 130,233 | |
Exercise price per share (in dollars per share) | $ 28 | |
Common stock warrants, expiration date of April 2017 | Common Stock | ||
Common Stock Warrants | ||
Number of shares available under warrant | 2,275,950 | |
Exercise price per share (in dollars per share) | $ 3.90 | |
Common stock warrants, expiration date of April 2017 | Common Stock | ||
Common Stock Warrants | ||
Number of shares available under warrant | 20,000 | |
Exercise price per share (in dollars per share) | $ 4.49 | |
Common stock warrants, expiration date of July 2017 | Common Stock | ||
Common Stock Warrants | ||
Number of shares available under warrant | 14,284 | |
Exercise price per share (in dollars per share) | $ 28 | |
Common stock warrants, expiration date of August 2018 | Common Stock | ||
Common Stock Warrants | ||
Number of shares available under warrant | 80,966 | |
Exercise price per share (in dollars per share) | $ 28 | |
Common stock warrants, expiration date of October 2018 | Common Stock | ||
Common Stock Warrants | ||
Number of shares available under warrant | 4,551,900 | |
Exercise price per share (in dollars per share) | $ 4.55 | |
Common stock warrants, expiration date of October 2018 | Common Stock | ||
Common Stock Warrants | ||
Number of shares available under warrant | 40,000 | |
Exercise price per share (in dollars per share) | $ 5.23 | |
Common stock warrants, expiration date of December 2018 | Common Stock | ||
Common Stock Warrants | ||
Number of shares available under warrant | 3,571 | |
Exercise price per share (in dollars per share) | $ 28 | |
Common stock warrants, expiration date of October 2020 | Common Stock | ||
Common Stock Warrants | ||
Number of shares available under warrant | 22,328 | |
Exercise price per share (in dollars per share) | $ 8.40 | |
Common stock warrants, expiration date of May 2022 | Common Stock | ||
Common Stock Warrants | ||
Number of shares available under warrant | 2,380 | |
Exercise price per share (in dollars per share) | $ 8.68 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) | May 18, 2016USD ($)Grantshares | Mar. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares |
Annual share reserve increase (as a percent) | 4.00% | ||||
Total stock-based compensation | $ 1,694,891 | $ 394,748 | |||
Option Activity, Number of shares | |||||
Balance, beginning of period | shares | 959,188 | 959,188 | 552,726 | ||
Granted | shares | 915,242 | 523,390 | |||
Forfeitures | shares | (25,071) | (116,928) | |||
Balance, end of period | shares | 1,849,359 | 959,188 | 552,726 | ||
Vested or expected to vest | shares | 1,849,359 | ||||
Exercisable | shares | 791,251 | ||||
Option Activity, Weighted-average exercise price | |||||
Beginning of period | $ / shares | $ 7.68 | $ 7.68 | $ 9.17 | ||
Granted | $ / shares | 3.35 | 6.31 | |||
Forfeitures | $ / shares | 5.04 | 8.60 | |||
End of period | $ / shares | 5.57 | $ 7.68 | $ 9.17 | ||
Vested or expected to vest | $ / shares | 5.57 | ||||
Exercisable | $ / shares | $ 7.55 | ||||
Option Activity, Fair value of options granted | |||||
Granted | $ 2,155,234 | $ 1,467,886 | |||
Option Activity, Weighted-average remaining contractual term (in years) | |||||
Balance | 8 years 5 months 9 days | ||||
Vested or expected to vest | 8 years 5 months 9 days | ||||
Exercisable | 7 years 2 months 27 days | ||||
Aggregate intrinsic value | $ 0 | ||||
Fair value of options vested in period | $ 700,000 | $ 1,300,000 | |||
Per share weighted average fair value of options granted | $ / shares | $ 2.35 | $ 2.80 | $ 2.24 | ||
Fair value assumptions | |||||
Expected term of options (in years) | 6 years 3 months | ||||
Expected stock price volatility | 70.00% | 70.00% | |||
Expected annual dividend yield | 0.00% | 0.00% | 0.00% | ||
Unrecognized compensation expense | |||||
2,017 | $ 815,654 | ||||
2,018 | 766,151 | ||||
2,019 | 357,279 | ||||
2,020 | 108,716 | ||||
Total | 2,047,800 | ||||
Research and development expense | |||||
Total stock-based compensation | 141,247 | $ 67,021 | |||
General and administrative | |||||
Total stock-based compensation | 1,553,644 | $ 327,727 | |||
Stock options | |||||
Option Activity, Weighted-average remaining contractual term (in years) | |||||
Fair value of options vested in period | $ 400,000 | ||||
Minimum | |||||
Fair value assumptions | |||||
Risk-free interest rate | 1.01% | 1.64% | 0.85% | ||
Expected term of options (in years) | 5 years | 5 years | 5 years | ||
Expected stock price volatility | 80.00% | ||||
Maximum | |||||
Fair value assumptions | |||||
Risk-free interest rate | 1.93% | 1.97% | 1.97% | ||
Expected term of options (in years) | 6 years 3 months | 6 years 3 months | |||
Expected stock price volatility | 100.00% | ||||
2016 Plan | |||||
Increase in number of shares reserved for issuance | shares | 600,000 | ||||
Common stock remaining for future issuance (in shares) | shares | 666,069 | ||||
2015 Plan | |||||
Number of grants to be made | Grant | 0 | ||||
Common stock remaining for future issuance (in shares) | shares | 464,476 | ||||
2011 Stock Incentive Plan | |||||
Number of grants to be made | Grant | 0 | ||||
Employee Stock Purchase Plan (ESPP) | |||||
Common stock remaining for future issuance (in shares) | shares | 480,000 | ||||
Total stock-based compensation | $ 70,890 | ||||
Unrecognized compensation expense | |||||
Percentage of fair market value on the lower of first day or last day of the offering period at which employees may purchase stock under the ESPP | 85.00% | ||||
Maximum portion of earning an employee may contribute to the ESPP Plan | 15.00% | ||||
Maximum annual amount of fair market value of the Company's common stock that a participant may accrue the rights to purchase | $ 25,000 | ||||
Shares of common stock for future issuance | shares | 500,000 | ||||
Chief Executive Officer | General and administrative | |||||
Total stock-based compensation | $ 781,266 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | ||
Material adjustment in unrecognized tax benefits | $ 0 | |
Unrecognized tax benefits | 0 | |
Unrecognized tax benefits interest and penalties accrued | 0 | |
Deferred tax assets: | ||
Net operating losses | 20,587,955 | $ 20,350,451 |
Research and development credits | 1,840,505 | 1,814,296 |
Deferred rent | 11,902 | 15,599 |
Accrued compensation | 90,936 | 438,351 |
Stock-based compensation | 2,169,070 | 1,500,520 |
Basis difference in tangible and intangible assets | 6,174,163 | 207,157 |
Total deferred tax assets | 30,874,531 | 24,326,374 |
Less valuation allowance | (30,874,531) | (24,326,374) |
Net deferred tax asset | 0 | $ 0 |
Increase in valuation allowance | 6,500,000 | |
Federal And Maryland | ||
Deferred tax assets: | ||
Net operating loss carryforwards | 52,200,000 | |
Federal | ||
Deferred tax assets: | ||
Research and development credits | 1,800,000 | |
Maryland State | ||
Deferred tax assets: | ||
Research and development credits | $ 57,000 |
Income Taxes - Expense (Details
Income Taxes - Expense (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of income tax expense | ||
Federal statutory rate | 34.00% | 34.00% |
Permanent differences | (0.02%) | (0.02%) |
Warrants | 0.15% | 4.26% |
State taxes | 3.44% | 5.12% |
Research and development credit | 2.18% | 2.69% |
Other | 0.00% | 0.03% |
Change in valuation allowance | (39.75%) | (46.08%) |
Effective income tax rate | 0.00% | 0.00% |
Commitments And Contingencies47
Commitments And Contingencies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Period of abatement | 3 months | ||
Rent expense | $ 142,000 | $ 142,000 | |
Future lease obligation: | |||
2,017 | 154,845 | ||
2,018 | 158,716 | ||
Total | 313,561 | ||
Research and Development Arrangement [Member] | Maximum | |||
Obligation for future services | $ 1,400,000 |
Selected Quarterly Financial 48
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Data [Abstract] | |||||||||||
Grant revenue | $ 182,000 | $ 321,000 | $ 650,000 | $ 0 | $ 1,152,987 | $ 0 | $ 0 | ||||
Research and development | 773,000 | 4,582,000 | 2,502,000 | 2,293,000 | $ 1,751,000 | $ 1,238,000 | $ 1,875,000 | $ 1,723,000 | 10,149,879 | 6,587,183 | 12,240,535 |
General and administrative | 1,095,000 | 1,703,000 | 1,636,000 | 2,649,000 | 1,924,000 | 722,000 | 1,016,000 | 761,000 | 7,083,155 | 4,422,764 | 4,875,030 |
Change in fair value of warrant liability, unit purchase option liability and investor rights obligation | 130,000 | (101,000) | 91,000 | (47,000) | 185,000 | 1,465,000 | 198,000 | (535,000) | 72,625 | 1,313,049 | 2,266,161 |
Interest income (expense), net | (83,000) | (104,000) | (127,000) | (151,000) | (158,000) | (197,000) | (219,000) | (219,000) | (464,181) | (793,205) | (1,206,187) |
Net loss | $ (1,639,000) | $ (6,169,000) | $ (3,524,000) | $ (5,140,000) | $ (3,648,000) | $ (692,000) | $ (2,912,000) | $ (3,238,000) | $ (16,471,603) | $ (10,490,103) | $ (16,055,591) |
Net loss per share of common stock, basic and diluted | $ (0.18) | $ (0.70) | $ (0.41) | $ (0.59) | $ (0.53) | $ (1.06) | $ (4.48) | $ (4.98) | $ (1.87) | $ (4.71) | $ (5.48) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 10, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Subsequent Event [Line Items] | ||||
Proceeds from issuance of common stock | $ 2,003,182 | $ 0 | $ 0 | |
Common stock | ||||
Subsequent Event [Line Items] | ||||
Issuance of stock (in shares) | 763,998 | 4,020,000 | ||
Subsequent Event | Equity Distribution Agreement for Sale of Common Stock [Member] | Maxim Group LLC (Maxim) | ||||
Subsequent Event [Line Items] | ||||
Proceeds from issuance of common stock | $ 287,000 | |||
Subsequent Event | Common stock | Equity Distribution Agreement for Sale of Common Stock [Member] | Maxim Group LLC (Maxim) | ||||
Subsequent Event [Line Items] | ||||
Issuance of stock (in shares) | 345,653 |