Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 14, 2017 | Jun. 30, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | Aclaris Therapeutics, Inc. | ||
Entity Central Index Key | 1,557,746 | ||
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 Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 26,088,866 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 156.5 |
CONSOLIIDATED BALANCE SHEETS
CONSOLIIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 30,171 | $ 9,851 |
Marketable securities | 107,051 | 75,017 |
Prepaid expenses and other current assets | 1,334 | 1,656 |
Total current assets | 138,556 | 86,524 |
Marketable securities | 36,912 | 7,170 |
Property and equipment, net | 481 | 360 |
Deferred offering costs | 116 | 0 |
Other assets | 20 | 22 |
Total assets | 176,085 | 94,076 |
Current liabilities: | ||
Accounts payable | 2,845 | 810 |
Accrued expenses | 3,378 | 745 |
Total current liabilities | 6,223 | 1,555 |
Other liabilities | 372 | |
Total liabilities | 6,595 | 1,555 |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized and no shares issued or outstanding at December 31, 2016 and December 31, 2015 | ||
Common stock, $0.00001 par value; 100,000,000 shares authorized at December 31, 2016 and December 31, 2015; 26,059,181 and 20,157,503 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively | ||
Additional paid-in capital | 260,671 | 135,503 |
Accumulated other comprehensive loss | (269) | (149) |
Accumulated deficit | (90,912) | (42,833) |
Total stockholders’ equity | 169,490 | 92,521 |
Total liabilities and stockholders’ equity | $ 176,085 | $ 94,076 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 26,059,181 | 20,157,503 |
Common stock, shares outstanding | 26,059,181 | 20,157,503 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating expenses: | |||
Research and development | $ 33,476 | $ 15,339 | $ 6,507 |
General and administrative | 15,091 | 5,328 | 2,026 |
Total operating expenses | 48,567 | 20,667 | 8,533 |
Loss from operations | (48,567) | (20,667) | (8,533) |
Other income, net | 488 | 104 | 16 |
Net loss | (48,079) | (20,563) | (8,517) |
Accretion of convertible preferred stock | (2,566) | (2,054) | |
Net loss attributable to common stockholders | $ (48,079) | $ (23,129) | $ (10,571) |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (2.25) | $ (3.79) | $ (6.15) |
Weighted average common shares outstanding, basic and diluted (in shares) | 21,415,733 | 6,107,042 | 1,720,082 |
Other comprehensive loss: | |||
Unrealized gain (loss) on marketable securities, net of tax of $0 | $ 105 | $ (148) | $ (9) |
Foreign currency translation adjustments | (225) | 5 | |
Total other comprehensive loss | (120) | (143) | (9) |
Comprehensive loss | $ (48,199) | $ (20,706) | $ (8,526) |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements Of Operations And Comprehensive Loss | |||
Unrealized gain (loss) on marketable securities, tax | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENT OF CONVE
CONSOLIDATED STATEMENT OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common StockPrivate Placement [Member] | Common StockFollow On Public Offering [Member] | Common Stock | Additional Paid-In CapitalPrivate Placement [Member] | Additional Paid-In CapitalFollow On Public Offering [Member] | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Private Placement [Member] | Follow On Public Offering [Member] | Total |
Balance at Dec. 31, 2013 | $ 23,000 | ||||||||||
Balance (in shares) at Dec. 31, 2013 | 20,890,000 | ||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||
Issuance of convertible preferred stock, net of issuance costs | $ 11,623 | ||||||||||
Issuance of convertible preferred stock (in shares) | 6,451,057 | ||||||||||
Accretion of convertible preferred stock to redemption value | $ 2,054 | ||||||||||
Balance at Dec. 31, 2014 | $ 36,677 | ||||||||||
Balance (in shares) at Dec. 31, 2014 | 27,341,057 | ||||||||||
Balance at Dec. 31, 2013 | $ 3 | $ (9,166) | $ (9,163) | ||||||||
Balance (in shares) at Dec. 31, 2013 | 2,730,427 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Unrealized gain (loss) on marketable securities, net of tax of $0 | (9) | (9) | |||||||||
Equity Impact of Purchase Put Option | (1,039) | (1,039) | |||||||||
Stock-based compensation expense | $ 27 | 27 | |||||||||
Accretion of convertible preferred stock, APIC effect | (27) | ||||||||||
Accretion of convertible preferred stock, equity effect | (2,027) | (2,054) | |||||||||
Net loss | (8,517) | (8,517) | |||||||||
Balance at Dec. 31, 2014 | (6) | (20,749) | (20,755) | ||||||||
Balance (in shares) at Dec. 31, 2014 | 2,730,427 | ||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||
Issuance of convertible preferred stock, net of issuance costs | $ 39,864 | ||||||||||
Issuance of convertible preferred stock (in shares) | 12,944,984 | ||||||||||
Accretion of convertible preferred stock to redemption value | $ 1,764 | ||||||||||
Issuance of common stock upon conversion of convertible preferred stock | $ (78,305) | ||||||||||
Conversion of convertible preferred stock into permanent equity (in shares) | (40,286,041) | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Issuance of common stock | 56,550 | $ 56,550 | |||||||||
Number of shares issued | 5,750,000 | ||||||||||
Issuance of stock upon conversion | 78,305 | 78,305 | |||||||||
Issuance of stock upon conversion, shares | 11,677,076 | ||||||||||
Unrealized gain (loss) on marketable securities, net of tax of $0 | (148) | (148) | |||||||||
Foreign currency translation adjustment | 5 | 5 | |||||||||
Stock-based compensation expense | 891 | 891 | |||||||||
Accretion of convertible preferred stock, APIC effect | (243) | ||||||||||
Accretion of convertible preferred stock, equity effect | (1,521) | (1,764) | |||||||||
Net loss | (20,563) | (20,563) | |||||||||
Balance at Dec. 31, 2015 | 135,503 | (149) | (42,833) | $ 92,521 | |||||||
Balance (in shares) at Dec. 31, 2015 | 20,157,503 | 20,157,503 | |||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Issuance of common stock in connection with Vixen acquisition | 2,355 | $ 2,355 | |||||||||
Issuance of common stock in connection with Vixen acquisition, shares | 159,420 | ||||||||||
Issuance of common stock | $ 18,547 | $ 98,158 | $ 18,547 | $ 98,158 | |||||||
Number of shares issued | 1,081,082 | 4,600,000 | |||||||||
Exercise of stock options and vesting of RSUs | 4 | $ 4 | |||||||||
Exercise of stock options and vesting of RSUs, shares | 61,176 | 51,980 | |||||||||
Unrealized gain (loss) on marketable securities, net of tax of $0 | 105 | $ 105 | |||||||||
Foreign currency translation adjustment | (225) | (225) | |||||||||
Stock-based compensation expense | 6,104 | 6,104 | |||||||||
Net loss | (48,079) | (48,079) | |||||||||
Balance at Dec. 31, 2016 | $ 260,671 | $ (269) | $ (90,912) | $ 169,490 | |||||||
Balance (in shares) at Dec. 31, 2016 | 26,059,181 | 26,059,181 |
CONSOLIDATED STATEMENT OF CONV7
CONSOLIDATED STATEMENT OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Follow On Public Offering [Member] | |||
Offering costs incurred | $ 6,492 | ||
IPO | |||
Offering costs incurred | $ 2,272 | ||
Private Placement [Member] | |||
Offering costs incurred | $ 1,453 | ||
Series B convertible preferred stock | |||
Temporary equity, issuance costs | $ 60 | ||
Series C convertible preferred stock | |||
Temporary equity, issuance costs | $ 136 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net loss | $ (48,079) | $ (20,563) | $ (8,517) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation expense | 120 | 90 | 12 |
Stock-based compensation expense | 6,104 | 891 | 27 |
Write-down of property and equipment held for sale | 216 | 289 | |
Non-cash charges related to Vixen acquisition | 2,784 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | (8) | (1,269) | (152) |
Accounts payable | 1,810 | (359) | 819 |
Accrued expenses | 2,450 | 552 | 175 |
Net cash used in operating activities | (34,603) | (20,369) | (7,636) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (232) | (507) | (417) |
Purchases of marketable securities | (148,764) | (82,513) | (5,035) |
Proceeds from sales and maturities of marketable securities | 87,093 | 6,069 | 3,673 |
Net cash used in investing activities | (61,903) | (76,951) | (1,779) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock in connection with private placement, net of issuance costs | 18,547 | ||
Proceeds from follow-on public offering, net of issuance costs | 98,158 | ||
Proceeds from initial public offering, net of offering costs | 56,550 | ||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 39,864 | 10,584 | |
Proceeds from the exercise of employee stock options | 121 | ||
Net cash provided by financing activities | 116,826 | 96,414 | 10,584 |
Net increase (decrease) in cash and cash equivalents | 20,320 | (906) | 1,169 |
Cash and cash equivalents at beginning of period | 9,851 | 10,757 | 9,588 |
Cash and cash equivalents at end of period | 30,171 | 9,851 | 10,757 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Additions to property and equipment included in accounts payable | 11 | 2 | 91 |
Fair value of stock issued in connection with Vixen acquisition | 2,355 | ||
Offering costs included in accounts payable | $ 250 | ||
Accretion of convertible preferred stock to redemption value | $ 1,764 | 2,054 | |
Fair value of preferred stock purchased put option on date of issuance | $ 1,039 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization and Nature of Business | |
Organization and Nature of Business | 1. Organization and Nature of Business Aclaris Therapeutics, Inc. was incorporated under the laws of the State of Delaware in 2012. On July 17, 2015, Aclaris Therapeutics International Limited (“ATIL”) was established under the laws of the United Kingdom as a wholly-owned subsidiary of Aclaris Therapeutics, Inc. On March 24, 2016, Vixen Pharmaceuticals, Inc. (“Vixen”) became a wholly-owned subsidiary of Aclaris Therapeutics, Inc. (see Note 12). Aclaris Therapeutics, Inc., together with ATIL and Vixen, are referred to collectively as the “Company”. The Company is a clinical‑stage biotechnology company focused on identifying, developing and commercializing innovative and differentiated drugs to address significant unmet needs in dermatology. The Company’s lead drug candidate, A-101 40% Topical Solution, is a proprietary high‑concentration formulation of hydrogen peroxide topical solution that the Company is developing as a prescription treatment for seborrheic keratosis (“SK”), a common non‑malignant skin tumor. The Company has completed three Phase 3 clinical trials of A-101 40% Topical Solution in patients with SK, and submitted a New Drug Application (“NDA”) to the U.S. Food and Drug Administration (“FDA”) in February 2017. Initial Public Offering On October 6, 2015, the Company’s registration statement on Form S-1 relating to its initial public offering of its common stock (the “IPO”) was declared effective by the Securities and Exchange Commission (“SEC”). The Company’s common stock began trading on the NASDAQ Global Select Market on October 7, 2015. The IPO closed on October 13, 2015, and 5,000,000 shares of common stock were sold at a price to the public of $11.00 per share, for aggregate gross proceeds of $55,000. In addition, upon the closing of the IPO, all of the Company’s outstanding convertible preferred stock was converted into an aggregate total of 11,677,076 shares of common stock. The conversion of the convertible preferred stock was a non-cash transaction which has been excluded from the Consolidated Statements of Cash Flows. On October 12, 2015, the underwriters of the IPO exercised in full their option to purchase additional shares, and on October 13, 2015, the Company sold 750,000 additional shares of common stock at a price to the public of $11.00 per share, for aggregate gross proceeds of $8,250. The Company paid underwriting discounts and commissions of $4,428 to the underwriters in connection with the IPO, including the underwriters’ exercise of their option to purchase additional shares. In addition, the Company incurred expenses of $2,272 in connection with the IPO. The net offering proceeds received by the Company, after deducting underwriting discounts, commissions and offering expenses, were $56,550. Private Placement On June 2, 2016, pursuant to a securities purchase agreement with certain accredited investors dated May 27, 2016, the Company closed a private placement in which it sold an aggregate of 1,081,082 shares of common stock at a price of $18.50 per share, for gross proceeds of $20,000. The Company incurred placement agent fees of $1,300 and expenses of $153 in connection with the private placement. The net offering proceeds received by the Company, after deducting placement agent fees and transaction expenses, were $18,547. Follow-On Offering On November 13, 2016, the Company’s registration statement on Form S-3 was declared effective by the SEC. On November 17, 2016, the Company entered into an underwriting agreement with representatives of the underwriters, to issue and sell 4,000,000 shares of common stock pursuant to the registration statement filed on Form S-3 (the “Follow-On Offering”). The shares of common stock were sold to the public at a price of $22.75 per share, for gross proceeds of $91,000. On November 17, 2016, the underwriters of the Follow-On Offering exercised in full their option to purchase 600,000 additional shares of common stock at a price to the public of $22.75 per share, for gross proceeds of $13,650. The Company paid underwriting discounts and commissions of $6,279 to the underwriters in connection with the Follow-On Offering, including the underwriters’ exercise of their option to purchase additional shares. In addition, the Company incurred expenses of $188 in connection with the Follow-On Offering. The net offering proceeds received by the Company, after deducting underwriting discounts, commissions and offering expenses, were $98,158. Liquidity The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. At December 31, 2016, the Company had cash, cash equivalents and marketable securities of $174,134 and an accumulated deficit of $90,912. The Company has not generated any product revenues and has not achieved profitable operations. There is no assurance that profitable operations will ever be achieved, and, if achieved, will be sustained on a continuing basis. In addition, development activities, clinical and pre-clinical testing, and commercialization of the Company’s drug candidates will require significant additional financing. The Company expects that its cash, cash equivalents and marketable securities as of December 31, 2016, will be sufficient to fund its operations for a period greater than 12 months from the date of issuance of these consolidated financial statements based on its current operating assumptions. The future viability of the Company is dependent on its ability to generate cash from operating activities or to raise additional capital to finance its operations. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The financial statements include the consolidated accounts of the Company and its wholly-owned subsidiaries, ATIL and Vixen. All intercompany transactions have been eliminated. 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 and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, research and development expenses and the valuation of stock-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses include salaries, stock-based compensation and benefits of employees, fees paid under licensing agreements, fees paid under a third party assignment agreement and other operational costs related to the Company’s research and development activities, including depreciation expenses and the cost of research and development contracts which the Company has entered into with outside vendors to conduct both preclinical studies and clinical trials. Significant judgment and estimates are made in determining the amount of research and development costs recognized in each reporting period. The Company analyzes the progress of its preclinical studies and clinical trials, completion of milestone events, invoices received and contracted costs when estimating research and development costs. Actual results could differ from the Company’s estimates. The Company’s historical estimates for research and development costs have not been materially different from the actual costs. Foreign Currency Translation The reporting currency of the Company is the U.S. Dollar. The functional currency of ATIL, the Company’s wholly-owned subsidiary, is the British Pound. Assets and liabilities of ATIL are translated into U.S. Dollars based on exchange rates at the end of each reporting period. Revenues and expenses are translated at average exchange rates during the reporting period. Gains and losses arising from the translation of assets and liabilities are included as a component of accumulated other comprehensive loss within the Company’s consolidated balance sheet. Gains and losses resulting from foreign currency transactions are reflected within the Company’s consolidated statements of operations. The Company has not utilized foreign currency hedging strategies to mitigate the effect of its foreign currency exposure. Stock-Based Compensation The Company measures the compensation expense of stock-based awards granted to employees and directors using the grant date fair value of the award. The Company has issued stock options and restricted stock unit (“RSU”) awards with service-based vesting conditions, as well as with performance-based vesting conditions. The Company has not issued awards that include market-based conditions. For service-based awards the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. For performance-based awards the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period beginning in the period that it becomes probable the performance conditions will occur. At each balance sheet date, the Company evaluates whether any performance conditions related to a performance-based award have changed. The effect of any change in performance conditions would be recognized as a cumulative catch-up adjustment in the period such change occurs, and any remaining unrecognized compensation expense would be recognized on a straight-line basis over the remaining requisite service period. The impact of forfeitures is recognized in the period in which they occur. The Company initially measures the compensation expense of stock-based awards granted to consultants using the grant date fair value of the award. Compensation expense is recognized over the period during which services are rendered by such consultants. At the end of each financial reporting period prior to completion of services being rendered, the compensation expense related to these awards is remeasured using the then current fair value of the Company’s common stock for RSUs, or based upon updated assumptions in the Black-Scholes option pricing model for stock option awards. The Company classifies stock-based compensation expense in its statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company estimates its expected stock volatility based on the historical volatility of a set of peer companies, which are publicly traded, and expects to continue to do so until it has adequate historical data regarding the volatility of its own publicly-traded stock price. The expected term of the Company’s stock options has been determined using the “simplified” method for awards that qualify as “plain vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The Company uses an expected dividend yield of zero based on the fact that the Company has never paid cash dividends and does not expect to pay cash dividends in the future. Prior to the IPO, the Company valued its common stock using a hybrid method to estimate its enterprise value. The hybrid method used was a probability-weighted expected return method which was a scenario-based methodology that estimated the fair value of the Company’s common stock based upon an analysis of future values for the Company assuming various outcomes. The hybrid method used calculated equity values using an option pricing model in one or more of scenarios, and also considered the rights of each class of stock. The fair value of each RSU is measured using the closing price of the Company’s common stock on the date of grant. Patent Costs All patent related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more likely than not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. Reverse Stock Split On September 24, 2015, the Company effected a 1‑for‑3.45 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s then-outstanding convertible preferred stock. Accordingly, all share and per share amounts for all periods presented in these consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split and adjustment of the preferred stock conversion ratios. Accretion of Convertible Preferred Stock Accretion of convertible preferred stock included the accretion of accruing dividends on and issuance costs of the Company’s Series A, B and C convertible preferred stock. The carrying values of the Series A and Series B convertible preferred stock were accreted to their respective redemption values, using the effective interest method, from the date of issuance through August 28, 2015. In connection with the closing of the Company’s Series C convertible preferred stock financing on August 28, 2015, the redemption rights of the Series A and B convertible preferred stock were removed. Subsequent to August 28, 2015, the Company was no longer required to record the accumulated undeclared dividends on its balance sheet, but was thereafter required to deduct accumulated undeclared dividends as part of its earnings per share calculation. On October 13, 2015, in connection with the Company’s IPO, all of the Company’s convertible preferred stock was converted to common stock. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. Comprehensive loss is comprised of net loss, foreign currency translation adjustments and unrealized gains (losses) on marketable securities. Net Loss per Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted average number of common shares outstanding during the period, plus the weighted average number of potential shares of common stock from the assumed exercise of stock options, and the assumed vesting of RSUs and restricted stock granted by the Company upon its formation, if dilutive. Prior to the IPO, the Company applied the two-class method of calculating its basic and diluted net loss per share attributable to common stockholders since its convertible preferred stock and common stock were participating securities. The Company’s convertible preferred stock contractually entitled the holders of such shares to participate in dividends, but not in losses, of the Company. Since the Company was in a net loss position, and preferred stockholders did not participate in losses, basic and diluted net loss per share was the same for each of the periods presented. Cash Equivalents The Company considers all short term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Cash equivalents, which have consisted of money market accounts, commercial paper and corporate debt securities with original maturities of less than three months, are stated at fair value. Marketable Securities Marketable securities with original maturities of greater than three months and remaining maturities of less than one year from the balance sheet date are classified as short term. Marketable securities with remaining maturities of greater than one year from the balance sheet date are classified as long term. The Company classifies all of its marketable securities as available-for-sale securities. The Company’s marketable securities are measured and reported at fair value using quoted prices in markets that are not active for identical or similar securities. Unrealized gains and losses are reported as a separate component of stockholders’ equity (deficit). The cost of securities sold is determined on a specific identification basis, and realized gains and losses, if any, are included in other income, net within the consolidated statement of operations and comprehensive loss. If any adjustment to fair value reflects a decline in the value of the investment, the Company considers available evidence to evaluate the extent to which the decline is “other than temporary” and reduces the investment to fair value through a charge to the statement of operations and comprehensive loss. Assets Held for Sale In order for an asset to be classified as held for sale, several criteria must be achieved. These criteria include, among others, an active program to market an asset and locate a buyer, as well as the probable disposition of the asset within one year. Upon being classified as held for sale, the recoverability of the carrying value of an asset must be assessed and evaluated. After the valuation process is completed, the held for sale asset is reported at the lower of its carrying value or fair value less cost to sell, and no additional depreciation expense is recognized related to the asset. Once an asset is classified as held for sale, all of its historical balance sheet information is included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. During the year ended December 31, 2015, the Company determined that several pieces of machinery used in the Company’s scale-up operations would no longer be part of the Company’s future operations. The Company engaged a third-party to market the assets and locate a buyer in the fourth quarter of 2015. During the year ended December 31, 2016, the Company was unable to locate a buyer for the machinery and, therefore, wrote the remaining value of the machinery down to zero. The Company recorded impairment charges of $216 and $289 in the years ended December 31, 2016 and 2015, respectively. The impairment charges are included in research and development expense on the Company’s consolidated statement of operations and comprehensive loss. As of December 31, 2016 and 2015, $0 and $216 in assets were classified as held for sale, respectively. Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: · Level 1 — Quoted prices in active markets for identical assets or liabilities. · Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. · Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above. The carrying value of the Company’s accounts payable and accrued expenses approximate fair value due to the short-term nature of these liabilities. Concentration of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. The Company holds all cash, cash equivalents and marketable securities balances at one accredited financial institution, in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third party manufacturers to supply products for research and development activities of its programs, including preclinical and clinical testing. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and other components. Deferred Offering Costs The Company recorded legal, accounting and other third-party fees associated directly with the filing of its registration statement on Form S-3 in November 2016, as deferred offering costs (non-current). These deferred offering costs are recorded in stockholders’ equity as a reduction of the proceeds generated from offerings consummated under the Form S-3 on a pro rata basis. The Company may also record legal, accounting and other third-party fees directly associated with in-process equity financings as deferred offering costs (non-current) until such financings are completed. The deferred costs related to an in-process equity financing are recorded in stockholders’ equity as a reduction of the proceeds generated from the related offering when it is completed. Deferred offering costs of $116 and $0 were recorded as of December 31, 2016 and 2015, respectively. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the useful life of the asset. Computer equipment is depreciated over three years. Manufacturing equipment is depreciated over five years. Furniture and fixtures are depreciated over five years. Leasehold improvements are depreciated over the shorter of the lease term or their useful life. Expenditures for repairs and maintenance of assets are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in loss from operations. Impairment of Long Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. Segment Data The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is identifying, developing and commercializing innovative and differentiated drugs to address significant unmet needs in dermatology. No revenue has been generated since inception, and all tangible assets are held in the United States. Recently Issued and Adopted Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-01, Business Combinations-Clarifying the Definition of a Business (Topic 805). The amendments in this ASU provide a screen to determine when a set of acquired assets and/or activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired, or disposed of, is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The amendments in this ASU will reduce the number of transactions that meet the definition of a business. ASU 2017-01 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those years, and early adoption will be permitted. The Company is assessing the potential impact of ASU 2017-01 on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) . This ASU introduces a new model for recognizing credit losses on financial instruments based upon estimated expected credit losses. ASU 2016-13 will apply to loans, accounts receivable, financial assets measured at amortized cost and at fair value through other comprehensive income, loan commitments and certain off-balance sheet credit exposures. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those years, and early adoption will be permitted. The Company is assessing the potential impact of ASU 2016-13 on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting . This ASU requires all tax effects of share-based payment settlements to be recorded through the income statement. Currently, tax benefits in excess of compensation cost, or “windfalls”, are recorded in equity, and tax deficiencies, or “shortfalls”, are recorded to equity to the extent of previous windfalls, and then to the income statement. In addition, under the new guidance, companies will be permitted to make a policy election to recognize the impact of forfeitures either when they occur, or on an estimated basis. Finally, this update simplifies withholding requirements to allow companies to withhold up to an employee’s maximum tax rate without resulting in liability classification for the award. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, and early adoption is permitted. The Company has adopted the provisions of this standard early, the impact of which on its consolidated financial statements was not significant. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the potential impact of the adoption of this standard. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . The amendments in this update revise the accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the potential impact of the adoption of this standard. In November 2015, the FASB issued ASU 2015- 17, Balance Sheet Classification of Deferred Taxes . The amendments in this update simplify the presentation of deferred income taxes to require that deferred tax liabilities and assets are classified as noncurrent in a statement of financial position. The amendments are effective for annual reporting periods beginning after December 15, 2016 and interim reporting periods within those annual periods. Early application is permitted. The Company has adopted the provisions of this standard early, the impact of which on its consolidated financial statements was not significant. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value of Financial Assets and Liabilities | |
Fair Value of Financial Assets and Liabilities | 3. Fair Value of Financial Assets and Liabilities The following tables present information about the fair value measurements of the Company’s financial assets and liabilities which are measured at fair value on a recurring basis, and indicate the level of the fair value hierarchy utilized to determine such fair values: December 31, 2016 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ $ $ — $ Marketable securities — — Total $ $ $ — $ December 31, 2015 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ $ $ — $ Marketable securities — — Total $ $ $ — $ As of December 31, 2016 and 2015, the Company’s cash equivalents consisted of investments with maturities of less than three months and included a money market fund which was valued based upon Level 1 inputs, and commercial paper and corporate debt securities which were valued based upon Level 2 inputs. In determining the fair value of its Level 2 investments the Company relied on quoted prices for identical securities in markets that are not active. These quoted prices were obtained by the Company with the assistance of a third‑party pricing service based on available trade, bid and other observable market data for identical securities. Quarterly, the Company compares the quoted prices obtained from the third‑party pricing service to other available independent pricing information to validate the reasonableness of the quoted prices provided. The Company evaluates whether adjustments to third-party pricing is necessary and, historically, the Company has not made adjustments to quoted prices obtained from the third-party pricing service third‑party pricing are necessary. During the years ended December 31, 2016 and 2015, there were no transfers between Level 1, Level 2 and Level 3. As of December 31, 2016 and 2015, the fair value of the Company’s available-for-sale marketable securities by type of security was as follows: December 31, 2016 Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Marketable securities: Corporate debt securities $ $ — $ $ Commercial paper — — Asset-backed securities U.S. government agency debt securities Total marketable securities $ $ $ $ December 31, 2015 Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Marketable securities: Corporate debt securities $ $ — $ $ Commercial paper — — Asset-backed securities — U.S. government agency debt securities — Total marketable securities $ $ — $ $ |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment, Net | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2016 2015 Computer equipment $ $ Manufacturing equipment Furniture and fixtures Leasehold improvements — Property and equipment, gross Accumulated depreciation Property and equipment, net $ $ Depreciation expense was $120, $90 and $12 for the years ended December 31, 2016, 2015 and 2014, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Expenses | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following: December 31, 2016 2015 Research and development expenses $ $ Employee compensation expenses — Licensing fees — Vixen contract payable — Professional fees Other Total accrued expenses $ $ |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity | |
Stockholders' Equity | 6. Stockholders’ Equity Preferred Stock As of December 31, 2016 and 2015, the Company’s amended and restated certificate of incorporation authorized the Company to issue 10,000,000 shares of undesignated preferred stock. There were no shares of preferred stock outstanding as of December 31, 2016 and 2015. The Company previously issued Series A, Series B and Series C convertible preferred stock (collectively, the “Preferred Stock”). Through August 28, 2015, the Company had issued an aggregate of 11,677,076 shares of Preferred Stock in the Series A, Series B and Series C offerings. Upon the closing of the Company’s IPO in October 2015, all of the then outstanding Preferred Stock was converted into an aggregate total of 11,677,076 shares of common stock. Also in connection with the IPO, the Company amended and restated its certificate of incorporation and authorized 10,000,000 shares of undesignated preferred stock. Common Stock As of December 31, 2016 and 2015, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 100,000,000 shares of $0.00001 par value common stock. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any, subject to any preferential dividend rights of any series of preferred stock that may be outstanding. No dividends had been declared through December 31, 2016. Restricted Common Stock In July 2012, the Company issued 2,730,427 shares of restricted common stock with time-based vesting to its founders in connection with the formation of the Company. Unvested shares of restricted common stock could not be sold or transferred by the holders of those shares. Of the shares issued in July 2012, 1,918,834 shares were subject to vesting pursuant to restricted stock agreements with 25% vesting in July 2013 and the remaining 75% vesting in equal monthly installments over a three-year period thereafter. Upon the Company’s IPO in October 2015, all remaining unvested shares of restricted common stock vested immediately. The estimated grant‑date fair value of the restricted common stock issued was $0.00001 per share, equal to the par value of each share issued. The aggregate fair value of restricted common stock that vested during the years ended December 31, 2016, 2015 and 2014 was $0, $6,423 and $448, respectively. As of December 31, 2016 and 2015, no shares were subject to repurchase. |
Stock-Based Awards
Stock-Based Awards | 12 Months Ended |
Dec. 31, 2016 | |
Stock-Based Awards | |
Stock-Based Awards | 7. Stock‑Based Awards 2015 Equity Incentive Plan On September 15, 2015, the Company’s board of directors adopted the 2015 Equity Incentive Plan (the “2015 Plan”), and on September 16, 2015, the Company’s stockholders approved the 2015 Plan. The 2015 Plan became effective in connection with the Company’s IPO in October 2015. At the time the 2015 Plan became effective, no further grants may be made under the Company’s 2012 Equity Compensation Plan, as amended and restated (the “2012 Plan”). The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, RSUs, performance stock awards, cash based awards and other stock-based awards. The number of shares initially reserved for the issuance of awards under the 2015 Plan was 1,643,872. The number of shares of common stock that may be issued under the 2015 Plan will automatically increase on January 1 of each year, beginning on January 1, 2016 and ending on January 1, 2025, in an amount equal to the lesser of (i) 4.0% of the shares of the Company’s common stock outstanding on December 31 of the preceding calendar year or (ii) an amount determined by the Company’s board of directors. The shares of common stock underlying any awards that expire, are otherwise terminated, settled in cash or repurchased by the Company under the 2015 Plan and the 2012 Plan will be added back to the shares of common stock available for issuance under the 2015 Plan. As of December 31, 2016, 607,556 shares remained available for grant under the 2015 Plan. As of January 1, 2017, the number of shares of common stock available for issuance under the 2015 Plan was automatically increased by 1,042,367 shares. The 2015 Plan is administered by the Company’s board of directors or, at the discretion of the board of directors, by a committee of the board. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the share of common stock on the date of grant and the term of stock options may not be greater than ten years. The Company has granted stock‑based awards that vest subject to the satisfaction of a service requirement (“service‑based awards”), as well as awards that vest subject to the satisfaction of specific performance-based conditions (“performance-based awards”). 2012 Equity Compensation Plan Upon the 2015 Plan becoming effective, no further grants can be made under the 2012 Plan. The Company granted a total of 1,140,524 stock options under the 2012 Plan, of which 1,049,667 and 1,140,524 were outstanding as of December 31, 2016, and 2015, respectively. Stock options granted under the 2012 Plan vest over four years and expire after ten years. As required, the exercise price for the stock options granted under the 2012 Plan was not less than the fair value of common shares as determined by the Company as of the date of grant. Stock Option Valuation The weighted average assumptions the Company used to estimate the fair value of stock options granted during the years ended December 31, 2016, 2015 and 2014 were as follows: Year Ended December 31, 2016 2015 2014 Risk-free interest rate % % % Expected term (in years) Expected volatility % % % Expected dividend yield % % % The Company recognizes compensation expense for awards over their vesting period. Compensation expense for awards includes the impact of forfeiture in the period when they occur. Stock Options The following table summarizes stock option activity for the years ended December 31, 2016, 2015 and 2014: Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic of Shares Price Term Value (in years) Outstanding as of December 31, 2013 — — — — Granted $ Exercised — — Forfeited and canceled — — Outstanding as of December 31, 2014 $ Granted Exercised — — Forfeited and canceled — — Outstanding as of December 31, 2015 Granted Exercised Forfeited and canceled Outstanding as of December 31, 2016 $ $ Options vested and expected to vest as of December 31, 2016 $ $ Options exercisable as of December 31, 2016 (1) $ $ (1) All options granted under the 2012 Plan are exercisable immediately, subject to a repurchase right in the Company’s favor that lapses as the option vests. This amount reflects the number of shares under options that were vested, as opposed to exercisable, as of December 31, 2016. The weighted average grant date fair value of stock options granted during the years ended December 31, 2016, 2015 and 2014 was $21.16, $13.84 and $1.38 per share, respectively. The intrinsic value of a stock option is calculated as the difference between the exercise price of the stock option and the fair value of the underlying common stock, and cannot be less than zero. Restricted Stock Units The following table summarizes RSU activity for the years ended December 31, 2016 and 2015. The Company did not grant RSUs during the year ended December 31, 2014. Weighted Average Grant Date Number Fair Value of Shares Per Share Outstanding as of December 31, 2014 — — Granted $ Vested — Forfeited and cancelled — Outstanding as of December 31, 2015 Granted Vested Forfeited and cancelled Outstanding as of December 31, 2016 $ Stock‑Based Compensation The following table summarizes stock-based compensation expense recorded by the Company for the years ended December 31, 2016, 2015 and 2014: Year Ended December 31, 2016 2015 2014 Research and development $ $ $ General and administrative $ $ $ As of December 31, 2016, the Company had unrecognized stock‑based compensation expense for stock options and RSUs of $34,349 and $5,790, respectively, which is expected to be recognized over weighted average periods of 3.49 years and 2.83 years, respectively. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2016 | |
Net Loss per Share | |
Net Loss per Share | 8. Net Loss per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Year Ended December 31, 2016 2015 2014 Numerator: Net loss $ $ $ Accretion of redeemable convertible preferred stock — Net loss attributable to common stockholders $ $ $ Denominator: Weighted average shares of common stock outstanding Less: Weighted average shares of unvested restricted common stock outstanding — Weighted average common shares outstanding used in calculating net loss per share attributable to common stockholders, basic and diluted Net loss per share attributable to common stockholders, basic and diluted $ $ $ To calculate net loss attributable to common stockholders the Company reduced the net loss for the accretion of issuance costs and cumulative dividends accrued but not paid through August 28, 2015, and the remaining cumulative dividends accrued but not paid through October 13, 2015, the date on which all convertible preferred stock converted to common stock. The Company’s potential dilutive securities, which included stock options, RSUs, preferred stock, and shares of restricted common stock that were issued but not yet vested, have been excluded from the computation of diluted net loss per share since the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The following table presents potential common shares excluded from the calculation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2016, 2015 and 2014. All share amounts presented in the table below represent the total number outstanding as of December 31. 2016 2015 2014 Stock options to purchase common stock Restricted stock unit awards — Unvested restricted common stock — — Convertible preferred stock (as converted to common stock) — — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies | |
Commitments and Contingencies | 9. Commitments and Contingencies Agreements for Office Space In August 2013, the Company entered into a sublease agreement for its office space with related parties (see Note 11), with a term ending on November 30, 2016. As part of an amendment to the sublease agreement entered into in December 2014, the Company increased the amount of office space to be subleased and agreed to new monthly sublease terms commencing in January 2015. On August 14, 2015, the Company further amended its sublease agreement to increase the square footage of the space and to extend the term of the sublease to November 2019. Effective December 1, 2015, the Company further amended its sublease agreement to increase the square footage and agreed to new monthly sublease terms. In November 2016, the Company entered into a lease agreement with a third-party for additional office space in the same building as its headquarters with a term beginning in February 2017, and ending in November 2019. Rent expense was $254, $119 and $66 for the years ended December 31, 2016, 2015 and 2014, respectively. The Company recognizes rent expense on a straight-line basis over the term of the agreement and has accrued for rent expense incurred but not yet paid. As of December 31, 2016, future minimum lease payments under the sublease were as follows: Year Ending December 31, 2017 $ 2018 2019 2020 — 2021 — Total $ Stock Purchase Agreement with Vixen Pharmaceuticals, Inc Pursuant to the stock purchase agreement with Vixen the Company is obligated to make annual payments of $100 on March 24 th of each year, through March 24, 2022, with such amounts being creditable against specified future payments. License and Collaboration Agreement with JAKPharm LLC and Key Organics, LTD Pursuant to a commercial license agreement with JAKPharm LLC (“JAKPharm”) and Key Organics, LTD (“Key Organics” and collectively, “Licensors”) for the development and commercialization of products containing specified compounds developed by the Licensors, the Company is obligated to make annual maintenance payments of $50 per year, which will be creditable against any payments made in such calendar year. Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2016 or 2015. Supply Agreement In January 2015, the Company executed a clinical and commercial supply agreement with a third party for the manufacture and assembly of certain components for the product applicator that the Company used to dispense A-101 40% Topical Solution in Phase 3 clinical trials, and intends to use for the commercial drug product. The agreement has a term of three years and automatically renews for consecutive one-year terms. If the agreement is terminated by the Company without cause or by the third party for cause prior to the FDA’s approval of A-101 40% Topical Solution, the Company will owe a termination fee equal to $375. If the agreement is terminated by the Company without cause or by the third party for cause after the FDA approval of A-101 40% Topical Solution, the Company will owe a termination fee equal to $275. The Company’s obligation to pay the termination fee expires after the third anniversary date of the FDA’s approval of A-101 40% Topical Solution. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes | |
Income Taxes | 10. Income Taxes During the years ended December 31, 2016, 2015 and 2014, the Company recorded no income tax benefits for the net operating losses incurred in each year, due to its uncertainty of realizing a benefit from those items. Loss before income taxes is allocated as follows: Year Ended December 31, 2016 2015 2014 U.S. operations $ $ $ Foreign operations — Loss before income taxes $ $ $ A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2016 2015 2014 Federal statutory income tax rate % % % State taxes, net of federal benefit Foreign rate differential — Permanent differences — — Research and development tax credits Change in deferred tax asset valuation allowance Effective income tax rate — % — % — % Net deferred tax assets as of December 31, 2016 and 2015 consisted of the following: December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ $ Capitalized start up costs Research and development tax credit carryforwards Capitalized research and development expenses Intangible asset Stock‑based compensation expenses Property and equipment — Other Total deferred tax assets Deferred tax liabilities: Section 481(a) adjustment — Other — — Total deferred tax liabilities — Valuation allowance Net deferred tax assets $ — $ — As of December 31, 2016, the Company had federal and state net operating loss carryforwards of $38,137 for each, which begin to expire in 2032. As of December 31, 2016, the Company also had federal and state research and development tax credit carryforwards of $1,488, which begin to expire in 2032. The Company also has $7,972 of loss carry forwards in the United Kingdom, which can be carried forward indefinitely. Utilization of the net operating loss carryforwards and research and development tax credit carryforwards in the United States may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership changes that may have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three year period. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long term tax exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. Further, until a study is completed and any limitation is known, no amounts are being presented as an uncertain tax position. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of December 31, 2016 and 2015. Management reevaluates the positive and negative evidence at each reporting period. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2016, 2015, and 2014 related primarily to the increases in net operating loss carryforwards, capitalized start-up costs, and research and development tax credit carryforwards and were as follows: Year Ended December 31, 2016 2015 2014 Valuation allowance at beginning of year $ $ $ Decreases recorded as benefit to income tax provision — — — Increases recorded to income tax provision Valuation allowance as of end of year $ $ $ During the year ended December 31, 2015, the Company recorded unrecognized tax benefits in the amount of $4,440 related to start-up costs that were previously deducted beginning in the initial return filing period ended December 31, 2012. During the year ended December 31, 2016, the Company filed a method of accounting change with the IRS related to the start-up costs, and reversed the related unrecognized tax position. The following table summarizes the changes in the Company’s unrecognized tax benefits: Year ended December 31, 2016 2015 2014 Unrecognized tax benefits at beginning of year $ $ — $ — Increases related to prior year tax provisions — Decreases related to prior year tax provisions — — Increases related to current year tax provisions — Unrecognized tax benefits as of end of year $ — $ $ — The total amount of unrecognized tax benefits that, if recognized, would impact the Company’s effective tax rate were $0 as of both December 31, 2016 and 2015. The Company accrues interest and penalties related to unrecognized tax benefits in income tax expense in the consolidated statements of operations and comprehensive loss. During each of the years ended December 31, 2016, 2015 and 2014, the Company recognized expense/(benefit) of $0 related to interest and penalties. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending income tax examinations. The Company’s tax years are still open under statute from 2012 to the present. All open years may be examined to the extent that tax credit or net operating loss carryforwards are used in future periods. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions | |
Related Party Transactions | 11. Related Party Transactions In August 2013, the Company entered into a sublease agreement with NeXeption, Inc. (“NeXeption”), which was subsequently amended in December 2014, August 2015 and October 2016. In August 2015, pursuant to an Assignment and Assumption Agreement, NeXeption assigned all interests, rights, duties and obligations under the sublease to NST Consulting, LLC, a wholly-owned subsidiary of NST, LLC. Mr. Stephen Tullman, the chairman of the Company’s board of directors, was an executive officer of NeXeption and is also the manager of NST Consulting, LLC and NST, LLC. Total payments made under the sublease during the years ended December 31, 2016, 2015 and 2014, were $387, $124 and $66, respectively. In February 2014, the Company entered into a services agreement with NST, LLC (the “NST Services Agreement”), pursuant to which NST, LLC provided certain pharmaceutical development, management and other administrative services to the Company. Under the same agreement, the Company also provided services to another company under common control with the Company and NST, LLC and was reimbursed by NST, LLC for those services. In addition to Mr. Tullman’s role as manager of NST, LLC, several of the Company’s executive officers are members of NST, LLC. The NST Services Agreement was amended in January 2015 pursuant to which NST, LLC assigned all interests, rights, duties and obligations under the NST Services Agreement to NST Consulting, LLC. Under the NST Services Agreement, as amended, NST Consulting, LLC provides services to the Company and the Company provides services to another company under common control with the Company and NST Consulting, LLC. The NST Services Agreement was further amended in August 2015, November 2015 and December 2016 to adjust the amount of services the Company is obligated to provide to NST Consulting, LLC and the amount of services NST Consulting, LLC is obligated to provide to the Company. The Company may offset any payments owed by the Company to NST Consulting, LLC against payments that are owed by NST Consulting, LLC to the Company for the provision of personnel, including consultants, to the Company. During the years ended December 31, 2016, 2015 and 2014 amounts included in the consolidated statement of operations for the NST Services Agreement are summarized in the following table: Year Ended December 31, 2016 2015 2014 Services provided by NST Consulting, LLC $ $ $ Services provided to NST Consulting, LLC General and administrative expense, net $ $ $ Services provided by NST Consulting, LLC $ $ $ — Services provided to NST Consulting, LLC Research and development expense, net $ $ $ Services provided by NST Consulting, LLC $ $ $ Services provided to NST Consulting, LLC Total, net $ $ $ Net payments made to (received from) NST $ $ $ The Company had $91 and $0 payable to NST Consulting, LLC under the NST Services Agreement as of December 31, 2016, and December 31, 2015, respectively. |
Agreements Related to Intellect
Agreements Related to Intellectual Property | 12 Months Ended |
Dec. 31, 2016 | |
Agreements Related to Intellectual Property | |
Agreements Related to Intellectual Property | 12. Agreements Related to Intellectual Property Assignment Agreement and Finder’s Services Agreement In August 2012, the Company entered into an assignment agreement with the Estate of Mickey Miller (the “Miller Estate”) under which the Company acquired some of the intellectual property rights covering A-101. The assignment of intellectual property rights covers specified know-how, along with modifications of, improvements to and variations on A-101 that meet defined chemical properties. Under the agreement, the Company has the sole and exclusive right, but not the duty, to develop, obtain regulatory approval for and commercialize A-101 in various countries throughout the world. The Company is required to use commercially reasonable efforts to develop and commercialize at least one product for at least one indication in the United States. In connection with obtaining the assignment of the intellectual property from the Miller Estate, the Company also entered into a separate finder’s services agreement with KPT Consulting, LLC. Under the terms of the assignment agreement and the finder’s services agreement, the Company made one-time milestone payments of $400 in 2013 upon the dosing of the first human subject with A-101 40% Topical Solution in the Company’s Phase 2 clinical trial. There are no remaining potential milestone payments under the assignment agreement. Under the finder’s services agreement, the Company made a one-time milestone payment of $300 in the year ended December 31, 2016 upon the dosing of the first human subject with A-101 40% Topical Solution in the Company’s Phase 3 clinical trial and is obligated to make additional milestone payments of up to $1,000 in the aggregate upon the achievement of specified development and regulatory milestones and up to $4,500 upon the achievement of specified commercial milestones. The Company recorded the $300 milestone payment as general and administrative expense in the year ended December 31, 2016. Under each of the assignment agreement and the finder’s services agreement, the Company is also obligated to pay royalties on sales of A-101 or related products, at low single-digit percentages of net sales, subject to reduction in specified circumstances. The Company has not made any royalty payments to date under either agreement. Both agreements will terminate upon the expiration of the last pending, viable patent claim of the patents acquired under the assignment agreement, but no sooner than 15 years from the effective date of the agreements. License Agreement with Rigel Pharmaceuticals, Inc. In August 2015, the Company entered into an exclusive, worldwide license and collaboration agreement with Rigel Pharmaceuticals, Inc. (“Rigel”) for the development and commercialization of products containing specified JAK inhibitors developed by Rigel. Under this agreement, the Company intends to develop these JAK inhibitors for the treatment of alopecia areata and potentially for other dermatological conditions. During the year ended December 31, 2015, the Company made an upfront non-refundable payment of $8,000 to Rigel. In addition, the Company has agreed to make aggregate payments of up to $80,000 upon the achievement of specified pre‑commercialization milestones, such as clinical trials and regulatory approvals. Further, the Company has agreed to pay up to an additional $10,000 to Rigel upon the achievement of a second set of development milestones. With respect to any products the Company commercializes under the agreement, the Company will pay Rigel quarterly tiered royalties on its annual net sales of each product at a high single‑digit percentage of annual net sales, subject to specified reductions, until the date that all of the patent rights for that product have expired, as determined on a country‑by‑country and product‑by‑product basis or, in specified countries under specified circumstances, ten years from the first commercial sale of such product. The agreement terminates on the date of expiration of all royalty obligations unless earlier terminated by either party for a material breach. The Company may also terminate the agreement without cause at any time upon advance written notice to Rigel. Rigel, after consultation with the Company, will be responsible for maintaining and prosecuting the patent rights, and the Company will have final decision making authority regarding such patent rights for a product in the United States and the European Union. To the extent that the Company and Rigel jointly develop intellectual property, the parties will confer and decide which party will be responsible for filing, prosecuting and maintaining those patent rights. The agreement also establishes a joint steering committee composed of an equal number of representatives for each party which will monitor progress in the development of products. The Company accounted for the transaction as an asset acquisition as the licensing arrangement did not meet the definition of a business pursuant to the guidance prescribed in ASC Topic 805, Business Combinations . Accordingly, the Company recorded the $8,000 upfront payment as research and development expense in the year ended December 31, 2015. The Company will record as expense any contingent milestone payments or royalties in the period in which such liabilities are incurred. The Company concluded that licensing arrangement with Rigel did not meet the definition of a business because the transaction principally resulted in its acquisition of intellectual property. As part of the transaction, the Company did not acquire any employees or tangible assets, or any processes, protocols or operating systems. In addition, at the time of the acquisition, there were no activities being conducted related to the licensed patents. The Company will expense the acquired intellectual property asset as of the acquisition date on the basis that costs of intangible assets that are purchased from others for use in research and development activities and that have no alternative future uses are research and development costs at the time the costs are incurred. License and Collaboration Agreement with JAKPharm LLC and Key Organics, LTD In November 2015, the Company entered into a commercial license agreement with JAKPharm and Key Organics for the development and commercialization of products containing specified compounds developed by the Licensors. During the year ended December 31, 2015, the Company expensed an upfront non-refundable payment of $250 to the Licensors. The Company will also make annual maintenance payments of $50 per year, which will be creditable against any payments made in such calendar year. In addition, the Company has agreed to make aggregate payments of up to $2,350 upon specified pre‑commercialization milestones, such as clinical trials and regulatory approvals. With respect to any products the Company commercializes under the agreement, the Company will pay the Licensors royalties on its annual net sales of each product at a low single‑digit percentage of annual net sales, until the date that all of the patent rights for that product have expired, as determined on a country-by-country and licensed product-by-licensed product basis or, in specified countries under specified circumstances, ten years from the first commercial sale of such product. The Company may terminate the agreement without cause with three months written notice to the Licensors. The Company accounted for the transaction as an asset acquisition as the licensing arrangement did not meet the definition of a business pursuant to the guidance prescribed in ASC Topic 805, Business Combinations . Accordingly, the Company recorded the $250 upfront payment as research and development expense in the year ended December 31, 2015. The Company will record as expense any contingent milestone payments or royalties in the period in which such liabilities are incurred. The Company concluded that licensing arrangement with the Licensors did not meet the definition of a business because the transaction principally resulted in its acquisition of intellectual property. As part of the transaction, the Company did not acquire any employees or tangible assets, or any processes, protocols or operating systems. In addition, at the time of the acquisition, there were no activities being conducted related to the licensed patents. The Company will expense the acquired intellectual property asset as of the acquisition date on the basis that costs of intangible assets that are purchased from others for use in research and development activities and that have no alternative future uses are research and development costs at the time the costs are incurred. Stock Purchase Agreement with Vixen Pharmaceuticals, Inc. and License Agreement with Columbia University On March 24, 2016, the Company entered into a stock purchase agreement (the “Vixen Agreement”) with Vixen, JAK1, LLC, JAK2, LLC and JAK3, LLC (all together with Vixen, the “Selling Stockholders”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Selling Stockholders. Pursuant to the Vixen Agreement, the Company acquired all shares of Vixen’s capital stock from the Selling Stockholders (the “Vixen Acquisition”). Following the Vixen Acquisition, Vixen became a wholly-owned subsidiary of the Company. Pursuant to the Vixen Agreement, the Company paid $600 upfront and issued an aggregate of 159,420 shares of the Company’s common stock to the Selling Stockholders. The Company is obligated to make annual payments of $100 on March 24 th of each year, through March 24, 2022, with such amounts being creditable against specified future payments that may be paid under the Vixen Agreement. The Company is obligated to make aggregate payments of up to $18,000 to the Selling Stockholders upon the achievement of specified pre-commercialization milestones for three products in the United States, the European Union and Japan, and aggregate payments of up to $22,500 upon the achievement of specified commercial milestones. With respect to any commercialized products covered by the Vixen Agreement, the Company is obligated to pay low single-digit royalties on net sales, subject to specified reductions, limitations and other adjustments, until the date that all of the patent rights for that product have expired, as determined on a country-by-country and product-by-product basis or, in specified circumstances, ten years from the first commercial sale of such product. If the Company sublicenses any of Vixen’s patent rights and know-how acquired pursuant to the Vixen Agreement, the Company will be obligated to pay a portion of any consideration the Company receives from such sublicenses in specified circumstances. As a result of the transaction with Vixen, the Company became party to the Exclusive License Agreement, by and between Vixen and the Trustees of Columbia University in the City of New York (“Columbia”), dated as of December 31, 2015 (the “License Agreement”). Under the License Agreement, the Company is obligated to pay Columbia an annual license fee of $10, subject to specified adjustments for patent expenses incurred by Columbia and creditable against any royalties that may be paid under the License Agreement. The Company is also obligated to pay up to an aggregate of $11,600 upon the achievement of specified commercial milestones, including specified levels of net sales of products covered by Columbia patent rights and/or know-how, and royalties at a sub-single-digit percentage of annual net sales of products covered by Columbia patent rights and/or know-how, subject to specified adjustments. If the Company sublicenses any of Columbia’s patent rights and know-how acquired pursuant to the License Agreement, it will be obligated to pay Columbia a portion of any consideration received from such sublicenses in specified circumstances. The royalties, as determined on a country-by-country and product-by-product basis, are payable until the date that all of the patent rights for that product have expired, the expiration of any market exclusivity period granted by a regulatory body or, in specified circumstances, ten years from the first commercial sale of such product. The License Agreement terminates on the date of expiration of all royalty obligations thereunder unless earlier terminated by either party for a material breach, subject to a specified cure period. The Company may also terminate the License Agreement without cause at any time upon advance written notice to Columbia. The Company accounted for the transaction with Vixen as an asset acquisition as the arrangement did not meet the definition of a business pursuant to the guidance prescribed in ASC Topic 805, Business Combinations . The Company concluded the transaction with Vixen did not meet the definition of a business because the transaction principally resulted in the acquisition of the License Agreement. The Company did not acquire tangible assets, processes, protocols or operating systems. In addition, at the time of the transaction, there were no activities being conducted related to the licensed patents. The Company expensed the acquired intellectual property as of the acquisition date on the basis that the cost of intangible assets purchased from others for use in research and development activities, and that have no alternative future uses, are expensed at the time the costs are incurred. Accordingly, the Company recorded the $600 upfront payment, the fair value of the shares of common stock issued of $2,355, and the present value of the six non-contingent annual payments as research and development expense in the year ended December 31, 2016. Additionally, the Company will record as expense any contingent milestone payments or royalties in the period in which such liabilities are incurred. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2016 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | |
401(k) Savings Plan | 13. 401(k) Savings Plan The Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the Company’s board of directors. The Company has elected to match 100% of employee contributions to the 401(k) Plan up to 4% of the employee’s earnings, subject to certain limitations. Company contributions under the 401(k) Plan were $176, $99 and $60 for the years ended December 31, 2016, 2015 and 2014, respectively. |
Quarterly Financial Information
Quarterly Financial Information (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | 14. Quarterly Financial Information (unaudited) This table summarizes the unaudited consolidated financial results of operations for the quarters ended: March 31, June 30, September 30, December 31, 2016 Quarter Ended Revenue $ — $ — $ — $ — Operating expenses Other income, net Net loss Net loss attributable to common stockholders $ $ $ $ Net loss per share attributable to common stockholders, basic and diluted $ $ $ $ 2015 Quarter Ended Revenue $ — $ — $ — $ — Operating expenses Other income, net Net loss Net loss attributable to common stockholders $ $ $ $ Net loss per share attributable to common stockholders, basic and diluted $ $ $ $ |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The financial statements include the consolidated accounts of the Company and its wholly-owned subsidiaries, ATIL and Vixen. All intercompany transactions have been eliminated. |
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 and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, research and development expenses and the valuation of stock-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses include salaries, stock-based compensation and benefits of employees, fees paid under licensing agreements, fees paid under a third party assignment agreement and other operational costs related to the Company’s research and development activities, including depreciation expenses and the cost of research and development contracts which the Company has entered into with outside vendors to conduct both preclinical studies and clinical trials. Significant judgment and estimates are made in determining the amount of research and development costs recognized in each reporting period. The Company analyzes the progress of its preclinical studies and clinical trials, completion of milestone events, invoices received and contracted costs when estimating research and development costs. Actual results could differ from the Company’s estimates. The Company’s historical estimates for research and development costs have not been materially different from the actual costs. |
Foreign Currency Translation | Foreign Currency Translation The reporting currency of the Company is the U.S. Dollar. The functional currency of ATIL, the Company’s wholly-owned subsidiary, is the British Pound. Assets and liabilities of ATIL are translated into U.S. Dollars based on exchange rates at the end of each reporting period. Revenues and expenses are translated at average exchange rates during the reporting period. Gains and losses arising from the translation of assets and liabilities are included as a component of accumulated other comprehensive loss within the Company’s consolidated balance sheet. Gains and losses resulting from foreign currency transactions are reflected within the Company’s consolidated statements of operations. The Company has not utilized foreign currency hedging strategies to mitigate the effect of its foreign currency exposure. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the compensation expense of stock-based awards granted to employees and directors using the grant date fair value of the award. The Company has issued stock options and restricted stock unit (“RSU”) awards with service-based vesting conditions, as well as with performance-based vesting conditions. The Company has not issued awards that include market-based conditions. For service-based awards the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. For performance-based awards the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period beginning in the period that it becomes probable the performance conditions will occur. At each balance sheet date, the Company evaluates whether any performance conditions related to a performance-based award have changed. The effect of any change in performance conditions would be recognized as a cumulative catch-up adjustment in the period such change occurs, and any remaining unrecognized compensation expense would be recognized on a straight-line basis over the remaining requisite service period. The impact of forfeitures is recognized in the period in which they occur. The Company initially measures the compensation expense of stock-based awards granted to consultants using the grant date fair value of the award. Compensation expense is recognized over the period during which services are rendered by such consultants. At the end of each financial reporting period prior to completion of services being rendered, the compensation expense related to these awards is remeasured using the then current fair value of the Company’s common stock for RSUs, or based upon updated assumptions in the Black-Scholes option pricing model for stock option awards. The Company classifies stock-based compensation expense in its statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company estimates its expected stock volatility based on the historical volatility of a set of peer companies, which are publicly traded, and expects to continue to do so until it has adequate historical data regarding the volatility of its own publicly-traded stock price. The expected term of the Company’s stock options has been determined using the “simplified” method for awards that qualify as “plain vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The Company uses an expected dividend yield of zero based on the fact that the Company has never paid cash dividends and does not expect to pay cash dividends in the future. Prior to the IPO, the Company valued its common stock using a hybrid method to estimate its enterprise value. The hybrid method used was a probability-weighted expected return method which was a scenario-based methodology that estimated the fair value of the Company’s common stock based upon an analysis of future values for the Company assuming various outcomes. The hybrid method used calculated equity values using an option pricing model in one or more of scenarios, and also considered the rights of each class of stock. The fair value of each RSU is measured using the closing price of the Company’s common stock on the date of grant. |
Patent Costs | Patent Costs All patent related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more likely than not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. |
Reverse Stock Split | Reverse Stock Split On September 24, 2015, the Company effected a 1‑for‑3.45 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s then-outstanding convertible preferred stock. Accordingly, all share and per share amounts for all periods presented in these consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split and adjustment of the preferred stock conversion ratios. |
Accretion of Convertible Preferred Stock | Accretion of Convertible Preferred Stock Accretion of convertible preferred stock included the accretion of accruing dividends on and issuance costs of the Company’s Series A, B and C convertible preferred stock. The carrying values of the Series A and Series B convertible preferred stock were accreted to their respective redemption values, using the effective interest method, from the date of issuance through August 28, 2015. In connection with the closing of the Company’s Series C convertible preferred stock financing on August 28, 2015, the redemption rights of the Series A and B convertible preferred stock were removed. Subsequent to August 28, 2015, the Company was no longer required to record the accumulated undeclared dividends on its balance sheet, but was thereafter required to deduct accumulated undeclared dividends as part of its earnings per share calculation. On October 13, 2015, in connection with the Company’s IPO, all of the Company’s convertible preferred stock was converted to common stock. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. Comprehensive loss is comprised of net loss, foreign currency translation adjustments and unrealized gains (losses) on marketable securities. |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted average number of common shares outstanding during the period, plus the weighted average number of potential shares of common stock from the assumed exercise of stock options, and the assumed vesting of RSUs and restricted stock granted by the Company upon its formation, if dilutive. Prior to the IPO, the Company applied the two-class method of calculating its basic and diluted net loss per share attributable to common stockholders since its convertible preferred stock and common stock were participating securities. The Company’s convertible preferred stock contractually entitled the holders of such shares to participate in dividends, but not in losses, of the Company. Since the Company was in a net loss position, and preferred stockholders did not participate in losses, basic and diluted net loss per share was the same for each of the periods presented. |
Cash Equivalents | Cash Equivalents The Company considers all short term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Cash equivalents, which have consisted of money market accounts, commercial paper and corporate debt securities with original maturities of less than three months, are stated at fair value. |
Marketable Securities | Marketable Securities Marketable securities with original maturities of greater than three months and remaining maturities of less than one year from the balance sheet date are classified as short term. Marketable securities with remaining maturities of greater than one year from the balance sheet date are classified as long term. The Company classifies all of its marketable securities as available-for-sale securities. The Company’s marketable securities are measured and reported at fair value using quoted prices in markets that are not active for identical or similar securities. Unrealized gains and losses are reported as a separate component of stockholders’ equity (deficit). The cost of securities sold is determined on a specific identification basis, and realized gains and losses, if any, are included in other income, net within the consolidated statement of operations and comprehensive loss. If any adjustment to fair value reflects a decline in the value of the investment, the Company considers available evidence to evaluate the extent to which the decline is “other than temporary” and reduces the investment to fair value through a charge to the statement of operations and comprehensive loss. |
Assets Held for Sale | Assets Held for Sale In order for an asset to be classified as held for sale, several criteria must be achieved. These criteria include, among others, an active program to market an asset and locate a buyer, as well as the probable disposition of the asset within one year. Upon being classified as held for sale, the recoverability of the carrying value of an asset must be assessed and evaluated. After the valuation process is completed, the held for sale asset is reported at the lower of its carrying value or fair value less cost to sell, and no additional depreciation expense is recognized related to the asset. Once an asset is classified as held for sale, all of its historical balance sheet information is included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. During the year ended December 31, 2015, the Company determined that several pieces of machinery used in the Company’s scale-up operations would no longer be part of the Company’s future operations. The Company engaged a third-party to market the assets and locate a buyer in the fourth quarter of 2015. During the year ended December 31, 2016, the Company was unable to locate a buyer for the machinery and, therefore, wrote the remaining value of the machinery down to zero. The Company recorded impairment charges of $216 and $289 in the years ended December 31, 2016 and 2015, respectively. The impairment charges are included in research and development expense on the Company’s consolidated statement of operations and comprehensive loss. As of December 31, 2016 and 2015, $0 and $216 in assets were classified as held for sale, respectively. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: · Level 1 — Quoted prices in active markets for identical assets or liabilities. · Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. · Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above. The carrying value of the Company’s accounts payable and accrued expenses approximate fair value due to the short-term nature of these liabilities. |
Concentration of Credit Risk and of Significant Suppliers | Concentration of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. The Company holds all cash, cash equivalents and marketable securities balances at one accredited financial institution, in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third party manufacturers to supply products for research and development activities of its programs, including preclinical and clinical testing. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and other components. |
Deferred Offering costs | Deferred Offering Costs The Company recorded legal, accounting and other third-party fees associated directly with the filing of its registration statement on Form S-3 in November 2016, as deferred offering costs (non-current). These deferred offering costs are recorded in stockholders’ equity as a reduction of the proceeds generated from offerings consummated under the Form S-3 on a pro rata basis. The Company may also record legal, accounting and other third-party fees directly associated with in-process equity financings as deferred offering costs (non-current) until such financings are completed. The deferred costs related to an in-process equity financing are recorded in stockholders’ equity as a reduction of the proceeds generated from the related offering when it is completed. Deferred offering costs of $116 and $0 were recorded as of December 31, 2016 and 2015, respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the useful life of the asset. Computer equipment is depreciated over three years. Manufacturing equipment is depreciated over five years. Furniture and fixtures are depreciated over five years. Leasehold improvements are depreciated over the shorter of the lease term or their useful life. Expenditures for repairs and maintenance of assets are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in loss from operations. |
Impairment of Long-Lived Assets | Impairment of Long Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. |
Segment Data | Segment Data The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is identifying, developing and commercializing innovative and differentiated drugs to address significant unmet needs in dermatology. No revenue has been generated since inception, and all tangible assets are held in the United States. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-01, Business Combinations-Clarifying the Definition of a Business (Topic 805). The amendments in this ASU provide a screen to determine when a set of acquired assets and/or activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired, or disposed of, is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The amendments in this ASU will reduce the number of transactions that meet the definition of a business. ASU 2017-01 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those years, and early adoption will be permitted. The Company is assessing the potential impact of ASU 2017-01 on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) . This ASU introduces a new model for recognizing credit losses on financial instruments based upon estimated expected credit losses. ASU 2016-13 will apply to loans, accounts receivable, financial assets measured at amortized cost and at fair value through other comprehensive income, loan commitments and certain off-balance sheet credit exposures. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those years, and early adoption will be permitted. The Company is assessing the potential impact of ASU 2016-13 on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting . This ASU requires all tax effects of share-based payment settlements to be recorded through the income statement. Currently, tax benefits in excess of compensation cost, or “windfalls”, are recorded in equity, and tax deficiencies, or “shortfalls”, are recorded to equity to the extent of previous windfalls, and then to the income statement. In addition, under the new guidance, companies will be permitted to make a policy election to recognize the impact of forfeitures either when they occur, or on an estimated basis. Finally, this update simplifies withholding requirements to allow companies to withhold up to an employee’s maximum tax rate without resulting in liability classification for the award. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, and early adoption is permitted. The Company has adopted the provisions of this standard early, the impact of which on its consolidated financial statements was not significant. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the potential impact of the adoption of this standard. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . The amendments in this update revise the accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the potential impact of the adoption of this standard. In November 2015, the FASB issued ASU 2015- 17, Balance Sheet Classification of Deferred Taxes . The amendments in this update simplify the presentation of deferred income taxes to require that deferred tax liabilities and assets are classified as noncurrent in a statement of financial position. The amendments are effective for annual reporting periods beginning after December 15, 2016 and interim reporting periods within those annual periods. Early application is permitted. The Company has adopted the provisions of this standard early, the impact of which on its consolidated financial statements was not significant. |
Fair Value of Financial Asset24
Fair Value of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value of Financial Assets and Liabilities | |
Schedule of assets and liabilities measured at fair value on a recurring basis | December 31, 2016 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ $ $ — $ Marketable securities — — Total $ $ $ — $ December 31, 2015 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ $ $ — $ Marketable securities — — Total $ $ $ — $ |
Schedule of the fair value of available for sale marketable securities by type of security | December 31, 2016 Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Marketable securities: Corporate debt securities $ $ — $ $ Commercial paper — — Asset-backed securities U.S. government agency debt securities Total marketable securities $ $ $ $ December 31, 2015 Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Marketable securities: Corporate debt securities $ $ — $ $ Commercial paper — — Asset-backed securities — U.S. government agency debt securities — Total marketable securities $ $ — $ $ |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment, Net | |
Schedule of property and equipment, net | December 31, 2016 2015 Computer equipment $ $ Manufacturing equipment Furniture and fixtures Leasehold improvements — Property and equipment, gross Accumulated depreciation Property and equipment, net $ $ |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Expenses | |
Schedule of accrued expenses | December 31, 2016 2015 Research and development expenses $ $ Employee compensation expenses — Licensing fees — Vixen contract payable — Professional fees Other Total accrued expenses $ $ |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stock-Based Awards | |
Assumptions used to determine fair value of stock options granted | Year Ended December 31, 2016 2015 2014 Risk-free interest rate % % % Expected term (in years) Expected volatility % % % Expected dividend yield % % % |
Summary of stock option activity | Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic of Shares Price Term Value (in years) Outstanding as of December 31, 2013 — — — — Granted $ Exercised — — Forfeited and canceled — — Outstanding as of December 31, 2014 $ Granted Exercised — — Forfeited and canceled — — Outstanding as of December 31, 2015 Granted Exercised Forfeited and canceled Outstanding as of December 31, 2016 $ $ Options vested and expected to vest as of December 31, 2016 $ $ Options exercisable as of December 31, 2016 (1) $ $ (1) All options granted under the 2012 Plan are exercisable immediately, subject to a repurchase right in the Company’s favor that lapses as the option vests. This amount reflects the number of shares under options that were vested, as opposed to exercisable, as of December 31, 2016. |
Summary of restricted stock activity | Weighted Average Grant Date Number Fair Value of Shares Per Share Outstanding as of December 31, 2014 — — Granted $ Vested — Forfeited and cancelled — Outstanding as of December 31, 2015 Granted Vested Forfeited and cancelled Outstanding as of December 31, 2016 $ |
Stock-based compensation expense | Year Ended December 31, 2016 2015 2014 Research and development $ $ $ General and administrative $ $ $ |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Net Loss per Share | |
Basic and diluted net loss per share attributable to common stockholders | Year Ended December 31, 2016 2015 2014 Numerator: Net loss $ $ $ Accretion of redeemable convertible preferred stock — Net loss attributable to common stockholders $ $ $ Denominator: Weighted average shares of common stock outstanding Less: Weighted average shares of unvested restricted common stock outstanding — Weighted average common shares outstanding used in calculating net loss per share attributable to common stockholders, basic and diluted Net loss per share attributable to common stockholders, basic and diluted $ $ $ |
Potential common shares excluded from the calculation of diluted net loss per share attributable to common stockholders | 2016 2015 2014 Stock options to purchase common stock Restricted stock unit awards — Unvested restricted common stock — — Convertible preferred stock (as converted to common stock) — — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies | |
Schedule of future minimum lease payments under the sublease | Year Ending December 31, 2017 $ 2018 2019 2020 — 2021 — Total $ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes | |
Schedule of loss before income taxes by jurisdiction | Year Ended December 31, 2016 2015 2014 U.S. operations $ $ $ Foreign operations — Loss before income taxes $ $ $ |
Reconciliation of statutory to effective rate | Year Ended December 31, 2016 2015 2014 Federal statutory income tax rate % % % State taxes, net of federal benefit Foreign rate differential — Permanent differences — — Research and development tax credits Change in deferred tax asset valuation allowance Effective income tax rate — % — % — % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ $ Capitalized start up costs Research and development tax credit carryforwards Capitalized research and development expenses Intangible asset Stock‑based compensation expenses Property and equipment — Other Total deferred tax assets Deferred tax liabilities: Section 481(a) adjustment — Other — — Total deferred tax liabilities — Valuation allowance Net deferred tax assets $ — $ — |
Changes in deferred tax asset valuation allowance | Year Ended December 31, 2016 2015 2014 Valuation allowance at beginning of year $ $ $ Decreases recorded as benefit to income tax provision — — — Increases recorded to income tax provision Valuation allowance as of end of year $ $ $ |
Schedule of Changes in Unrecognized Tax Benefits | Year ended December 31, 2016 2015 2014 Unrecognized tax benefits at beginning of year $ $ — $ — Increases related to prior year tax provisions — Decreases related to prior year tax provisions — — Increases related to current year tax provisions — Unrecognized tax benefits as of end of year $ — $ $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions | |
Schedule of Related Party Amounts Included in the Statements of Operations | Year Ended December 31, 2016 2015 2014 Services provided by NST Consulting, LLC $ $ $ Services provided to NST Consulting, LLC General and administrative expense, net $ $ $ Services provided by NST Consulting, LLC $ $ $ — Services provided to NST Consulting, LLC Research and development expense, net $ $ $ Services provided by NST Consulting, LLC $ $ $ Services provided to NST Consulting, LLC Total, net $ $ $ Net payments made to (received from) NST $ $ $ |
Quarterly Financial Informati32
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Table Text Block] | March 31, June 30, September 30, December 31, 2016 Quarter Ended Revenue $ — $ — $ — $ — Operating expenses Other income, net Net loss Net loss attributable to common stockholders $ $ $ $ Net loss per share attributable to common stockholders, basic and diluted $ $ $ $ 2015 Quarter Ended Revenue $ — $ — $ — $ — Operating expenses Other income, net Net loss Net loss attributable to common stockholders $ $ $ $ Net loss per share attributable to common stockholders, basic and diluted $ $ $ $ |
Organization and Nature of Bu33
Organization and Nature of Business (Details) | Dec. 31, 2016item |
A101 | |
Production information | |
Number of clinical trials completed | 3 |
Organization and Nature of Bu34
Organization and Nature of Business - IPO, Stock Split, Liquidity (Details) $ / shares in Units, $ in Thousands | Nov. 17, 2016USD ($)$ / sharesshares | Jun. 02, 2016USD ($)$ / sharesshares | Oct. 13, 2015USD ($)$ / sharesshares | Sep. 24, 2015 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Initial public offering | ||||||
Number of shares issued | shares | 4,000,000 | |||||
Issuance price (in dollars per share) | $ / shares | $ 22.75 | |||||
Gross proceeds | $ 91,000 | |||||
Issuance of stock upon conversion, shares | shares | 11,677,076 | |||||
Offering costs | 188 | |||||
Offering proceeds, net of discounts, commissions and expenses | $ 98,158 | |||||
Proceeds from initial public offering, net of offering costs | $ 56,550 | |||||
Proceeds from issuance of common stock in connection with private placement, net of issuance costs | $ 18,547 | |||||
Reverse stock split | 0.2899 | |||||
Cash, cash equivalents and marketable securities | 174,134 | |||||
Proceeds from sale of stock, net of issuance costs | $ 98,158 | |||||
IPO | ||||||
Initial public offering | ||||||
Number of shares issued | shares | 5,000,000 | |||||
Issuance price (in dollars per share) | $ / shares | $ 11 | |||||
Gross proceeds | $ 55,000 | |||||
Offering costs | 2,272 | |||||
Proceeds from initial public offering, net of offering costs | $ 56,550 | |||||
Exercise of over-allotment option | ||||||
Initial public offering | ||||||
Number of shares issued | shares | 600,000 | 750,000 | ||||
Issuance price (in dollars per share) | $ / shares | $ 22.75 | $ 11 | ||||
Gross proceeds | $ 13,650 | $ 8,250 | ||||
Offering costs | $ 6,279 | $ 4,428 | ||||
Private Placement [Member] | ||||||
Initial public offering | ||||||
Number of shares issued | shares | 1,081,082 | |||||
Issuance price (in dollars per share) | $ / shares | $ 18.50 | |||||
Gross proceeds | $ 20,000 | |||||
Offering costs | 153 | |||||
Placement fees | 1,300 | |||||
Proceeds from issuance of common stock in connection with private placement, net of issuance costs | $ 18,547 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | Dec. 31, 2014 | |
Assets Held for Sale | |||
Assets held for sale, maximum holding period | 1 year | ||
Write-down of property and equipment held for sale | $ 216 | $ 289 | |
Assets held for sale | 0 | 216 | |
Deferred Offering Costs | |||
Deferred offering costs | $ 116 | 0 | |
Segment Reporting [Abstract] | |||
Number of operating segments | item | 1 | ||
Research and Development Caption [Member] | |||
Assets Held for Sale | |||
Write-down of property and equipment held for sale | $ 216 | $ 289 | |
Computer equipment | |||
Property and Equipment, Net | |||
Depreciation period (in years) | 3 years | ||
Manufacturing equipment | |||
Property and Equipment, Net | |||
Depreciation period (in years) | 5 years | ||
Furniture and Fixtures [Member] | |||
Property and Equipment, Net | |||
Depreciation period (in years) | 5 years | ||
Employee, director and consultant stock options | |||
Stock-Based Compensation | |||
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Fair Value of Financial Asset36
Fair Value of Financial Assets and Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Assets: | ||
Marketable securities | $ 143,963 | $ 82,187 |
Transfers from Level 1 to Level 2 | 0 | 0 |
Transfers from Level 2 to Level 1 | 0 | 0 |
Transfers into or out of Level 3 | 0 | 0 |
Recurring | ||
Assets: | ||
Cash equivalents | 24,213 | 9,060 |
Marketable securities | 143,963 | 82,187 |
Total assets measured at fair value | 168,176 | 91,247 |
Recurring | Level 1 | ||
Assets: | ||
Cash equivalents | 11,522 | 8,810 |
Total assets measured at fair value | 11,522 | 8,810 |
Recurring | Level 2 | ||
Assets: | ||
Cash equivalents | 12,691 | 250 |
Marketable securities | 143,963 | 82,187 |
Total assets measured at fair value | $ 156,654 | $ 82,437 |
Fair Value of Financial Asset37
Fair Value of Financial Assets and Liabilities - by type (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Marketable securities: | ||
Amortized Cost | $ 144,012 | $ 82,341 |
Gross Unrealized Gain | 14 | |
Gross Unrealized Loss | (63) | (154) |
Fair Value | 143,963 | 82,187 |
Corporate debt securities | ||
Marketable securities: | ||
Amortized Cost | 51,352 | 46,270 |
Gross Unrealized Loss | (59) | (125) |
Fair Value | 51,293 | 46,145 |
Commercial paper | ||
Marketable securities: | ||
Amortized Cost | 20,463 | 9,789 |
Fair Value | 20,463 | 9,789 |
Asset-backed Securities [Member] | ||
Marketable securities: | ||
Amortized Cost | 28,692 | 6,234 |
Gross Unrealized Gain | 6 | |
Gross Unrealized Loss | (1) | (14) |
Fair Value | 28,697 | 6,220 |
U.S. government agency debt securities | ||
Marketable securities: | ||
Amortized Cost | 43,505 | 20,048 |
Gross Unrealized Gain | 8 | |
Gross Unrealized Loss | (3) | (15) |
Fair Value | $ 43,510 | $ 20,033 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property and Equipment, net | |||
Property and equipment | $ 607 | $ 402 | |
Accumulated depreciation | (126) | (42) | |
Property and equipment, net | 481 | 360 | |
Depreciation expense | 120 | 90 | $ 12 |
Write-down of property and equipment held for sale | 216 | 289 | |
Computer equipment | |||
Property and Equipment, net | |||
Property and equipment | 310 | 262 | |
Manufacturing equipment | |||
Property and Equipment, net | |||
Property and equipment | 149 | 101 | |
Furniture and Fixtures [Member] | |||
Property and Equipment, net | |||
Property and equipment | 115 | $ 39 | |
Leasehold Improvements [Member] | |||
Property and Equipment, net | |||
Property and equipment | $ 33 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Expenses | ||
Research and development expenses | $ 1,166 | $ 123 |
Employee compensation expenses | 1,732 | |
Licensing fees | 250 | |
Vixen contract payable. | 100 | |
Professional fees | 77 | 283 |
Other | 303 | 89 |
Total accrued expenses | $ 3,378 | $ 745 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | Oct. 13, 2015shares | Dec. 31, 2016USD ($)Vote$ / sharesshares | Dec. 31, 2015$ / sharesshares | Aug. 28, 2015shares |
Stockholders' Equity | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Convertible preferred stock, shares outstanding | 11,677,076 | |||
Issuance of stock upon conversion, shares | 11,677,076 | |||
Common stock shares authorized | 100,000,000 | 100,000,000 | ||
Common stock par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | ||
Number of votes per share | Vote | 1 | |||
Dividends declared | $ | $ 0 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2012 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock-based awards | ||||
Number of shares of stock issued to founders, including restricted stock | 2,730,427 | |||
Number of shares of restricted stock issued | 1,918,834 | |||
Granted, estimated grant-date fair value (in dollars per share) | $ 0.00001 | |||
Aggregate fair value of restricted stock awards vested during the year | $ 0 | $ 6,423 | $ 448 | |
Restricted common stock | Tranche One | ||||
Stock-based awards | ||||
Percentage of stock subject to vesting (as a percent) | 25.00% | |||
Vesting period (in years) | 1 year | |||
Restricted common stock | Tranche Two | ||||
Stock-based awards | ||||
Percentage of stock subject to vesting (as a percent) | 75.00% | |||
Vesting period (in years) | 3 years |
Stock-Based Awards (Details)
Stock-Based Awards (Details) - shares | Jan. 01, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 14, 2015 | Oct. 31, 2015 | Sep. 15, 2015 |
Stock-based awards | |||||||
Options granted (in shares) | 1,083,919 | 1,238,262 | 500,262 | ||||
Options outstanding | 2,702,350 | 1,738,524 | 500,262 | ||||
Employee, director and consultant stock options | |||||||
Stock Option Valuation | |||||||
Risk-free interest rate (as a percent) | 2.06% | 1.78% | 1.87% | ||||
Expected term (in years) | 6 years 6 months | 6 years 3 months 18 days | 6 years 4 months 24 days | ||||
Expected volatility (as a percent) | 94.86% | 93.90% | 113.90% | ||||
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | ||||
2012 Equity Compensation Plan | |||||||
Stock-based awards | |||||||
Number of shares available for grant | 0 | ||||||
Term of award (in years) | 10 years | ||||||
Options granted (in shares) | 1,140,524 | ||||||
Options outstanding | 1,049,667 | 1,140,524 | |||||
Vesting period (in years) | 4 years | ||||||
2015 Equity Incentive Plan | |||||||
Stock-based awards | |||||||
Number of shares authorized | 1,643,872 | ||||||
Percentage increase to shares available for grant from common outstanding as of preceding December 31 (as a percent) | 4.00% | ||||||
Additional shares available | 1,042,367 | ||||||
Number of shares available for grant | 607,556 | ||||||
2015 Equity Incentive Plan | Employee, director and consultant stock options | |||||||
Stock-based awards | |||||||
Exercise price as percentage of fair market value of common stock at grant date required, minimum | 100.00% | ||||||
2015 Equity Incentive Plan | Employee, director and consultant stock options | Maximum | |||||||
Stock-based awards | |||||||
Term of award (in years) | 10 years |
Stock-Based Awards - Option Act
Stock-Based Awards - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Options, Number of Shares | |||
Number of Shares, beginning balance | 1,738,524 | 500,262 | |
Number of Shares, Granted | 1,083,919 | 1,238,262 | 500,262 |
Number of Shares, Exercised | (51,980) | ||
Number of Shares, Forfeited and canceled | (68,113) | ||
Number of Shares, ending balance | 2,702,350 | 1,738,524 | 500,262 |
Number of Shares, Options vested and expected to vest | 2,702,350 | ||
Number of Shares, Options exercisable | 575,149 | ||
Options, Weighted Average Exercise Price | |||
Weighted Average Exercise Price, beginning balance (in dollars per share) | $ 13.23 | $ 1.22 | |
Weighted Average Exercise Price, Granted (in dollars per share) | 27.12 | 18.08 | $ 1.22 |
Weighted Average Exercise Price, Exercised (in dollars per share) | 2.37 | ||
Weighted Average Exercise Price, Forfeited and canceled (in dollars per share) | 15.71 | ||
Weighted Average Exercise Price, ending balance (in dollars per share) | 18.94 | $ 13.23 | $ 1.22 |
Weighted Average Exercise Price, Options vested and expected to vest (in dollars per share) | 18.94 | ||
Weighted Average Exercise Price, Options exercisable (in dollars per share) | $ 10.93 | ||
Options, Weighted Average Remaining Contractual Term | |||
Weighted Average Remaining Contractual Term (in years) | 9 years 18 days | 9 years 6 months 4 days | 9 years 9 months 7 days |
Weighted Average Remaining Contractual Term, Options vested and expected to vest (in years) | 9 years 18 days | ||
Weighted Average Remaining Contractual Term, Options exercisable (in years) | 8 years 5 months 1 day | ||
Aggregate Intrinsic Value | |||
Aggregate Intrinsic Value | $ 24,434 | $ 24,722 | $ 305 |
Aggregate Intrinsic Value, Options vested and expected to vest | 24,434 | ||
Aggregate Intrinsic Value, Options exercisable | $ 9,512 | ||
Weighted average grant-date fair value of stock options granted (in dollars per share) | $ 21.16 | $ 13.84 | $ 1.38 |
Stock-Based Awards - RSUs (Deta
Stock-Based Awards - RSUs (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2012 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
RSU, Weighted Average Grant Date Fair Value Per Unit | ||||
Granted, estimated grant-date fair value (in dollars per share) | $ 0.00001 | |||
Restricted Stock Units (RSUs) [Member] | ||||
RSU, Number of Units | ||||
Units outstanding, beginning of period | 53,800 | |||
Granted | 180,764 | 53,800 | 0 | |
Number of shares, Vested | (12,950) | |||
Forfeited and cancelled | (2,000) | |||
Units outstanding, end of period | 219,614 | 53,800 | ||
RSU, Weighted Average Grant Date Fair Value Per Unit | ||||
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 28.68 | |||
Granted, estimated grant-date fair value (in dollars per share) | 27.16 | $ 28.68 | ||
Weighted average grant date fair value, vested (in dollars per share) | 28.68 | |||
Forfeited and cancelled, estimated grant date fair value (in dollars per share) | 28.68 | |||
Weighted average grant date fair value, ending balance (in dollars per share) | $ 27.43 | $ 28.68 |
Stock-Based Awards - Compensati
Stock-Based Awards - Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock-based compensation expense | |||
Stock-based compensation expense | $ 6,104 | $ 891 | $ 27 |
Unrecognized stock-based compensation cost, options | 34,349 | ||
Unrecognized compensation, RSUs | 5,790 | ||
Research and development expense. | |||
Stock-based compensation expense | |||
Stock-based compensation expense | 2,291 | 257 | 10 |
General and administrative expense. | |||
Stock-based compensation expense | |||
Stock-based compensation expense | $ 3,813 | $ 634 | $ 17 |
Employee, director and consultant stock options | |||
Stock-based compensation expense | |||
Weighted average recognition period unrecognized stock-based compensation cost (in years) | 3 years 5 months 27 days | ||
Restricted Stock Units (RSUs) [Member] | |||
Stock-based compensation expense | |||
Weighted average recognition period unrecognized stock-based compensation cost (in years) | 2 years 9 months 29 days |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 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 | |
Numerator: | |||||||||||
Net loss | $ (11,475) | $ (10,694) | $ (12,871) | $ (13,039) | $ (4,714) | $ (10,632) | $ (2,594) | $ (2,623) | $ (48,079) | $ (20,563) | $ (8,517) |
Accretion of convertible preferred stock | (2,566) | (2,054) | |||||||||
Net loss attributable to common stockholders | $ (11,475) | $ (10,694) | $ (12,871) | $ (13,039) | $ (4,927) | $ (11,652) | $ (3,270) | $ (3,280) | $ (48,079) | $ (23,129) | $ (10,571) |
Denominator: | |||||||||||
Weighted average shares of common stock outstanding (in shares) | 21,415,733 | 6,637,678 | 2,730,427 | ||||||||
Less: Weighted average shares of unvested restricted common stock outstanding (in shares) | (530,636) | (1,010,345) | |||||||||
Weighted average common shares outstanding used in calculating net loss per share attributable to common stockholders, basic and diluted (in shares) | 21,415,733 | 6,107,042 | 1,720,082 | ||||||||
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.49) | $ (0.50) | $ (0.62) | $ (0.65) | $ (0.28) | $ (5.12) | $ (1.52) | $ (1.61) | $ (2.25) | $ (3.79) | $ (6.15) |
Net Loss per Share - Anti-dilut
Net Loss per Share - Anti-dilution (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from the calculation of diluted net loss per share attributable to common stockholders | 2,921,964 | 1,792,324 | 9,184,719 |
Employee, director and consultant stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from the calculation of diluted net loss per share attributable to common stockholders | 2,702,350 | 1,738,524 | 500,262 |
Restricted Stock Units (RSUs) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from the calculation of diluted net loss per share attributable to common stockholders | 219,614 | 53,800 | |
Restricted common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from the calculation of diluted net loss per share attributable to common stockholders | 759,538 | ||
Convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from the calculation of diluted net loss per share attributable to common stockholders | 7,924,919 |
Commitments and Contingencies48
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Supply Agreement | ||||
Agreement term (in years) | 3 years | |||
Automatic renewal period (in years) | 1 year | |||
Termination fee, prior to FDA approval | $ 375 | |||
Termination fee, after FDA approval | 275 | |||
Vixen [Member] | Stock Purchase Agreement [Member] | ||||
Supply Agreement | ||||
Amount of required annual payment under the contract | 100 | |||
JAKPharm and Key Organics [Member] | License and collaboration agreement | ||||
Agreements for Office Space | ||||
Expenses incurred under related party transactions | 50 | |||
Board of Directors Chairman [Member] | Direct sublease agreement | ||||
Agreements for Office Space | ||||
Expenses incurred under related party transactions | 254 | $ 119 | $ 66 | |
Future minimum lease payments under the sublease | ||||
2,017 | 350 | |||
2,018 | 363 | |||
2,019 | 339 | |||
Total | $ 1,052 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Loss before income taxes | |||
U.S. operations | $ (40,597) | $ (11,823) | $ (8,517) |
Foreign operations | (7,482) | (8,740) | |
Loss before income taxes, Noncontrolling Interest, Total | $ (48,079) | $ (20,563) | $ (8,517) |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Federal statutory income tax rate | (34.00%) | (34.00%) | (34.00%) |
State taxes, net of federal benefit | (5.20%) | (3.80%) | (6.60%) |
Foreign rate differential | 3.20% | 6.00% | |
Permanent differences | 1.80% | ||
Research and development tax credits | (2.00%) | (1.50%) | (1.00%) |
Change in deferred tax asset valuation allowance | 36.20% | 33.30% | 41.60% |
Income Taxes - Deferred Assets
Income Taxes - Deferred Assets and Liabilities, CFDs (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Components of net deferred tax assets | ||||
Net operating loss carryforwards | $ 16,836 | $ 5,750 | ||
Capitalized start-up costs | 8,840 | 4,401 | ||
Research and development tax credit carryforwards | 1,480 | 500 | ||
Capitalized research and development expenses | 594 | 611 | ||
Intangible assets | 1,403 | 1,650 | ||
Stock‑based compensation expenses | 2,629 | 373 | ||
Property and equipment | 199 | |||
Other | 2 | 1 | ||
Total deferred tax assets | 31,983 | 13,286 | ||
Section 481 (a) adjustment | (1,257) | |||
Total deferred tax liabilities | (1,257) | |||
Valuation allowance | (30,726) | (13,286) | $ (6,444) | $ (2,899) |
United Kingdom Tax Authority | ||||
Components of net deferred tax assets | ||||
Operating Loss Carryforwards | 7,972 | |||
Federal | ||||
Components of net deferred tax assets | ||||
Research and development tax credit carryforwards | $ 1,488 | |||
Operating Loss Carryforwards | 38,137 | |||
Federal | Research Tax Credit Carryforward [Member] | ||||
Components of net deferred tax assets | ||||
Tax Credit Carryforward, Amount | 1,488 | |||
State | ||||
Components of net deferred tax assets | ||||
Operating Loss Carryforwards | 38,137 | |||
State | Research Tax Credit Carryforward [Member] | ||||
Components of net deferred tax assets | ||||
Tax Credit Carryforward, Amount | $ 1,488 |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance and Unrecognized Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | |
Changes in valuation allowance for deferred tax assets | ||||
Valuation allowance at beginning of year | $ (13,286) | $ (6,444) | $ (2,899) | $ (2,899) |
Increases recorded to income tax provision | (17,440) | (6,842) | (3,545) | |
Valuation allowance as of end of year | (30,726) | (13,286) | $ (6,444) | (30,726) |
Unrecognized Tax Benefits | ||||
Unrecognized Tax Benefits, Beginning Balance | (4,400) | |||
Increases related to prior year tax provisions | (2,624) | |||
Decreases related to prior year tax provisions | 4,400 | |||
Increases related to current year tax provisions | (1,776) | |||
Unrecognized Tax Benefits, Ending Balance | (4,400) | |||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ 0 | $ 0 | 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - Board of Directors Chairman [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Direct sublease agreement | |||
Related Party Transactions | |||
Expenses incurred under related party transactions | $ 254 | $ 119 | $ 66 |
Direct sublease agreement | NST, LLC [Member] | |||
Related Party Transactions | |||
Expenses incurred under related party transactions | 387 | 124 | 66 |
Services agreement | NST, LLC [Member] | |||
Related Party Transactions | |||
Expenses incurred under related party transactions | 569 | 507 | 467 |
Other revenue earned from related party transactions | (153) | (553) | (413) |
Net expenses (revenues) from related party transactions | 416 | (46) | 54 |
Amount due to related party | 91 | 0 | |
Payments to related party | 325 | 54 | |
Receipts from related party | (46) | ||
Services agreement | NST, LLC [Member] | General and administrative expense. | |||
Related Party Transactions | |||
Expenses incurred under related party transactions | 323 | 455 | 467 |
Other revenue earned from related party transactions | (56) | (294) | (158) |
Net expenses (revenues) from related party transactions | 267 | 161 | 309 |
Services agreement | NST, LLC [Member] | Research and development expense. | |||
Related Party Transactions | |||
Expenses incurred under related party transactions | 246 | 52 | |
Other revenue earned from related party transactions | (97) | (259) | (255) |
Net expenses (revenues) from related party transactions | $ 149 | $ (207) | $ (255) |
Agreements Related to Intelle53
Agreements Related to Intellectual Property (Details) $ in Thousands | Mar. 24, 2016USD ($)shares | Aug. 31, 2012 | Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
License Agreement | ||||||
Upfront payment recorded as research and development expense | $ 33,476 | $ 15,339 | $ 6,507 | |||
Assignment Agreement and Finder's Services Agreement [Member] | A-101 | ||||||
License Agreement | ||||||
Number Of Products | item | 1 | |||||
Milestone payment | $ 400 | |||||
Maximum aggregate payments owed upon achievement of specified pre-commercialization milestones | $ 1,000 | |||||
Maximum additional payments owed upon achievement of second set of development milestones | 4,500 | |||||
Term of Agreement, Minimum | 15 years | |||||
Assignment Agreement and Finder's Services Agreement [Member] | A-101 | General and administrative expense. | ||||||
License Agreement | ||||||
Milestone payment | $ 300 | |||||
Stock Purchase Agreement [Member] | ||||||
License Agreement | ||||||
Number Of Products | item | 3 | |||||
Maximum aggregate payments owed upon achievement of specified pre-commercialization milestones | $ 18,000 | |||||
Maximum additional payments owed upon achievement of second set of development milestones | $ 22,500 | |||||
Term of Agreement, Minimum | 10 years | |||||
Upfront payment recorded as research and development expense | $ 600 | |||||
Entity stock issued in stock purchase | shares | 159,420 | |||||
Stock Issued During Period, Value, Purchase of Assets | $ 2,355 | |||||
Number of annual payments | item | 6 | |||||
Stock Purchase Agreement [Member] | Vixen [Member] | ||||||
License Agreement | ||||||
Amount Of Fixed Annual Payment | $ 100 | |||||
License and collaboration agreement | Rigel | JAK inhibitors | ||||||
License Agreement | ||||||
Maximum aggregate payments owed upon achievement of specified pre-commercialization milestones | 80,000 | |||||
Maximum additional payments owed upon achievement of second set of development milestones | $ 10,000 | |||||
Upfront payment recorded as research and development expense | 8,000 | |||||
Period from first commercial product sale that royalties are owed (in years) | 10 years | |||||
Commercial License Agreement | ||||||
License Agreement | ||||||
Maximum additional payments owed upon achievement of second set of development milestones | $ 11,600 | |||||
Term of Agreement, Minimum | 10 years | |||||
Annual maintenance fee | $ 10 | |||||
Commercial License Agreement | JAKPharm and Key Organics [Member] | Products Containing Specified Compounds [Member] | ||||||
License Agreement | ||||||
Maximum aggregate payments owed upon achievement of specified pre-commercialization milestones | $ 2,350 | |||||
Upfront payment recorded as research and development expense | $ 250 | |||||
Period from first commercial product sale that royalties are owed (in years) | 10 years | |||||
Written termination notice period | 3 months | |||||
Annual maintenance fee | $ 50 |
401(k) Savings Plan (Details)
401(k) Savings Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | |||
Employer match of employee contributions (as a percent) | 100.00% | ||
Employee earnings subject to employer match (as a percent) | 4.00% | ||
Company contributions | $ 176 | $ 99 | $ 60 |
Quarterly Financial Informati55
Quarterly Financial Information (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 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 Information Disclosure [Abstract] | |||||||||||
Operating Expenses | $ 11,627 | $ 10,812 | $ 12,989 | $ 13,139 | $ 4,802 | $ 10,640 | $ 2,596 | $ 2,629 | $ 48,567 | $ 20,667 | $ 8,533 |
Other income, net | 152 | 118 | 118 | 100 | 89 | 7 | 2 | 6 | |||
Net loss | (11,475) | (10,694) | (12,871) | (13,039) | (4,714) | (10,632) | (2,594) | (2,623) | (48,079) | (20,563) | (8,517) |
Net loss attributable to common stockholders | $ (11,475) | $ (10,694) | $ (12,871) | $ (13,039) | $ (4,927) | $ (11,652) | $ (3,270) | $ (3,280) | $ (48,079) | $ (23,129) | $ (10,571) |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.49) | $ (0.50) | $ (0.62) | $ (0.65) | $ (0.28) | $ (5.12) | $ (1.52) | $ (1.61) | $ (2.25) | $ (3.79) | $ (6.15) |