Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 08, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | Aclaris Therapeutics, Inc. | |
Entity Central Index Key | 1,557,746 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 26,733,493 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
CONSOLIIDATED BALANCE SHEETS
CONSOLIIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 23,677 | $ 30,171 |
Marketable securities | 129,741 | 107,051 |
Prepaid expenses and other current assets | 3,931 | 1,334 |
Total current assets | 157,349 | 138,556 |
Marketable securities | 8,019 | 36,912 |
Property and equipment, net | 706 | 481 |
Deferred offering costs | 116 | 116 |
Other assets | 20 | 20 |
Total assets | 166,210 | 176,085 |
Current liabilities: | ||
Accounts payable | 3,604 | 2,845 |
Accrued expenses | 2,033 | 3,378 |
Total current liabilities | 5,637 | 6,223 |
Other liabilities | 284 | 372 |
Total liabilities | 5,921 | 6,595 |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized and no shares issued or outstanding at March 31, 2017 and December 31, 2016 | ||
Common stock, $0.00001 par value; 100,000,000 shares authorized at March 31, 2017 and December 31, 2016; 26,097,118 and 26,059,181 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | ||
Additional paid-in capital | 264,009 | 260,671 |
Accumulated other comprehensive loss | (249) | (269) |
Accumulated deficit | (103,471) | (90,912) |
Total stockholders’ equity | 160,289 | 169,490 |
Total liabilities and stockholders’ equity | $ 166,210 | $ 176,085 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
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 | 26,097,118 | 26,059,181 |
Common stock, shares outstanding | 26,097,118 | 26,059,181 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating expenses: | ||
Research and development | $ 7,772 | $ 9,535 |
General and administrative | 5,158 | 3,604 |
Total operating expenses | 12,930 | 13,139 |
Loss from operations | (12,930) | (13,139) |
Other income, net | 371 | 100 |
Net loss | $ (12,559) | $ (13,039) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.48) | $ (0.65) |
Weighted average common shares outstanding, basic and diluted (in shares) | 26,080,806 | 20,171,518 |
Other comprehensive loss: | ||
Unrealized (loss) gain on marketable securities, net of tax of $0 | $ (52) | $ 142 |
Foreign currency translation adjustments | 72 | 10 |
Total other comprehensive income | 20 | 152 |
Comprehensive loss | $ (12,539) | $ (12,887) |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Consolidated Statements Of Operations And Comprehensive Loss | ||
Unrealized (loss) gain on marketable securities, tax | $ 0 | $ 0 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total |
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 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of stock options and vesting of RSUs | 185 | $ 185 | |||
Exercise of stock options and vesting of RSUs, shares | 37,937 | ||||
Unrealized loss on marketable securities | (52) | (52) | |||
Foreign currency translation adjustment | 72 | 72 | |||
Stock-based compensation expense | 3,153 | 3,153 | |||
Net loss | (12,559) | (12,559) | |||
Balance at Mar. 31, 2017 | $ 264,009 | $ (249) | $ (103,471) | $ 160,289 | |
Balance (in shares) at Mar. 31, 2017 | 26,097,118 | 26,097,118 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (12,559) | $ (13,039) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 50 | 21 |
Stock-based compensation expense | 3,153 | 1,222 |
Non-cash charges related to Vixen acquisition | 2,784 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (2,597) | 71 |
Accounts payable | 831 | 2,008 |
Accrued expenses | (1,537) | 39 |
Net cash used in operating activities | (12,659) | (6,894) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (195) | (40) |
Purchases of marketable securities | (17,158) | |
Proceeds from sales and maturities of marketable securities | 23,309 | 10,214 |
Net cash provided by investing activities | 5,956 | 10,174 |
Cash flows from financing activities: | ||
Proceeds from the exercise of employee stock options | 209 | |
Net cash provided by financing activities | 209 | |
Net (decrease) increase in cash and cash equivalents | (6,494) | 3,280 |
Cash and cash equivalents at beginning of period | 30,171 | 9,851 |
Cash and cash equivalents at end of period | 23,677 | 13,131 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Additions to property and equipment included in accounts payable | $ 91 | 40 |
Fair value of stock issued in connection with Vixen acquisition | $ 2,355 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2017 | |
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 11). Aclaris Therapeutics, Inc., together with ATIL and Vixen, are referred to collectively as the “Company”. The Company is a dermatologist-led biotechnology company focused on identifying, developing and commercializing innovative and differentiated therapies to address significant unmet needs in medical and aesthetic 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 in February 2017 submitted a New Drug Application (“NDA”) to the U.S. Food and Drug Administration (“FDA”). The NDA was accepted by the FDA in May 2017 and the Prescription Drug User Fee Act (“PDUFA”) target action date for the completion of the FDA’s review of the NDA is December 24, 2017. Liquidity The Company’s condensed 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 March 31, 2017, the Company had cash, cash equivalents and marketable securities of $161,437 and an accumulated deficit of $103,471. 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 preclinical testing, and commercialization of the Company’s products will require significant additional financing. 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 | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed 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. Unaudited Interim Financial Information The accompanying condensed consolidated balance sheet as of March 31, 2017, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2017 and 2016, the condensed consolidated statement of stockholders’ equity for the three months ended March 31, 2017, and the condensed consolidated statements of cash flows for the three months ended March 31, 2017 and 2016 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual financial statements contained in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 15, 2017 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2017, the results of its operations and comprehensive loss for the three months ended March 31, 2017 and 2016 and its cash flows for the three months ended March 31, 2017 and 2016. The condensed consolidated balance sheet data as of December 31, 2016 was derived from audited financial statements but does not include all disclosures required by GAAP. The financial data and other information disclosed in these notes related to the three months ended March 31, 2017 and 2016 are unaudited. The results for the three months ended March 31, 2017 are not necessarily indicative of results to be expected for the year ending December 31, 2017, any other interim periods, or any future year or period. The unaudited interim financial statements of the Company included herein have been prepared, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2016 included in the Company’s annual report on Form 10-K filed with the SEC on March 15, 2017. Significant Accounting Policies The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, 2016 included in the Company’s annual report on Form 10-K filed with the SEC on March 15, 2017. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies other than noted immediately below. In February 2017, the Company paid a $2.0 million PDUFA fee to the FDA in conjunction with the filing of its NDA for A-101 40% Topical Solution. The Company has requested a small business waiver of this PDUFA fee from the FDA, and the amount has been recorded in prepaid expenses and other current assets on the Company’s condensed consolidated balance sheet. Recently Issued 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. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
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 Company’s 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: March 31, 2017 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 9,740 $ 7,992 $ — $ 17,732 Marketable securities — 137,760 — 137,760 Total $ 9,740 $ 145,752 $ — $ 155,492 December 31, 2016 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 11,522 $ 12,691 $ — $ 24,213 Marketable securities — 143,963 — 143,963 Total $ 11,522 $ 156,654 $ — $ 168,176 As of March 31, 2017 and December 31, 2016, 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 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. On a quarterly basis, the Company compares the quoted prices obtained from the third-party pricing service to other available independent pricing information to validate the reasonableness of those quoted prices. The Company evaluates whether adjustments to third-party pricing is necessary and, historically, the Company has not made adjustments to the quoted prices obtained from the third-party pricing service. During the three months ended March 31, 2017 and the year ended December 31, 2016, there were no transfers between Level 1, Level 2 and Level 3. As of March 31, 2017 and December 31, 2016, the fair value of the Company’s available for sale marketable securities by type of security was as follows: March 31, 2017 Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Marketable securities: Corporate debt securities $ 51,533 $ — $ (45) $ 51,488 Commercial paper 16,848 — — 16,848 Asset-backed securities 25,988 — (26) 25,962 U.S. government agency debt securities 43,492 — (30) 43,462 Total marketable securities $ 137,861 $ — $ (101) $ 137,760 December 31, 2016 Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Marketable securities: Corporate debt securities $ 51,352 $ — $ (59) $ 51,293 Commercial paper 20,463 — — 20,463 Asset-backed securities 28,692 6 (1) 28,697 U.S. government agency debt securities 43,505 8 (3) 43,510 Total marketable securities $ 144,012 $ 14 $ (63) $ 143,963 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2017 | |
Property and Equipment, Net | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net consisted of the following: March 31, December 31, 2017 2016 Computer equipment $ 331 $ 310 Manufacturing equipment 402 149 Furniture and fixtures 116 115 Leasehold improvements 33 33 Property and equipment, gross 882 607 Accumulated depreciation (176) (126) Property and equipment, net $ 706 $ 481 Depreciation expense was $50 and $21 for the three months ended March 31, 2017 and 2016, respectively. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2017 | |
Accrued Expenses | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following: March 31, December 31, 2017 2016 Research and development expenses $ 1,250 $ 1,166 Employee compensation expenses 515 1,732 Vixen contract payable 100 100 Professional fees 109 77 Other 59 303 Total accrued expenses $ 2,033 $ 3,378 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity | |
Stockholders' Equity | 6. Stockholders’ Equity Preferred Stock As of March 31, 2017 and December 31, 2016, the Company’s amended and restated certificate of incorporation authorized the Company to issue 10,000,000 shares of undesignated preferred stock. No shares of preferred stock were outstanding as of March 31, 2017 or December 31, 2016. Common Stock As of March 31, 2017 and December 31, 2016, the Company’s amended and restated certificate of incorporation 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 have been declared through March 31, 2017. |
Stock-Based Awards
Stock-Based Awards | 3 Months Ended |
Mar. 31, 2017 | |
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 initial public offering in October 2015. Beginning 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, restricted stock unit (“RSU”) awards, performance stock awards, cash-based awards and other stock-based awards. The number of shares initially reserved for issuance under the 2015 Plan was 1,643,872 shares of common stock. 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 January 1, 2017, the number of shares of common stock that may be issued under the 2015 Plan was automatically increased by 1,042,367 shares. As of March 31, 2017, 1,662,666 shares remained available for grant under the 2015 Plan. 2012 Equity Compensation Plan Upon the 2015 Plan becoming effective, no further grants can be made under the 2012 Plan. The Company granted stock options to purchase a total of 1,140,524 shares under the 2012 Plan, of which 1,003,647 and 1,049,667 were outstanding as of March 31, 2017 and December 31, 2016, 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 three months ended March 31, 2017 and 2016 were as follows: Three Months Ended March 31, 2017 2016 Risk-free interest rate 2.10 % 1.49 % Expected term (in years) 6.0 7.3 Expected volatility 95.20 % 99.97 % Expected dividend yield 0 % 0 % The Company recognizes compensation expense for awards over their vesting period. Compensation expense for awards includes the impact of forfeitures in the period when they occur. Stock Options The following table summarizes stock option activity from January 1, 2017 through March 31, 2017: Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic of Shares Price Term Value (in years) Outstanding as of December 31, 2016 2,702,350 $ 18.94 9.05 $ 24,434 Granted 16,000 27.30 Exercised (35,363) 5.92 Forfeited and cancelled (26,046) 16.83 Outstanding as of March 31, 2017 2,656,941 $ 19.19 8.83 $ 28,246 Options vested and expected to vest as of March 31, 2017 2,656,941 $ 19.19 8.83 $ 28,246 Options exercisable as of March 31, 2017 636,268 (1) $ 11.09 8.20 $ 11,919 (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 March 31, 2017. The weighted average grant date fair value of stock options granted during the three months ended March 31, 2017 was $21.06 per share. 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 from January 1, 2017 through March 31, 2017: Weighted Average Grant Date Number Fair Value of Shares Per Share Outstanding as of December 31, 2016 219,614 $ 27.43 Granted — — Vested (3,425) 20.28 Forfeited and cancelled (1,846) 24.40 Outstanding as of March 31, 2017 214,343 $ 27.57 Stock‑Based Compensation The following table summarizes stock‑based compensation expense recorded by the Company: Three Months Ended March 31, 2017 2016 Research and development $ 1,217 $ 421 General and administrative 1,936 801 Total stock-based compensation expense $ 3,153 $ 1,222 As of March 31, 2017, the Company had unrecognized stock‑based compensation expense for stock options and RSUs of $31,416 and $5,105, respectively, which is expected to be recognized over weighted average periods of 3.26 years and 2.66 years, respectively. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2017 | |
Net Loss per Share | |
Net Loss per Share | 8. Net Loss per Share Basic and diluted net loss per share is summarized in the following table: Three Months Ended March 31, 2017 2016 Numerator: Net loss $ (12,559) $ (13,039) Denominator: Weighted average shares of common stock outstanding 26,080,806 20,171,518 Net loss per share, basic and diluted $ (0.48) $ (0.65) The Company’s potentially 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 is the same. The following table presents potential common shares excluded from the calculation of diluted net loss per share for the three months ended March 31, 2017 and 2016. All share amounts presented in the table below represent the total number outstanding as of March 31, 2017 and 2016. March 31, 2017 2016 Stock options to purchase common stock 2,656,941 1,807,024 Restricted stock unit awards 214,343 67,500 Total potential common shares 2,871,284 1,874,524 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies | |
Commitments and Contingencies | 9. Commitments and Contingencies Agreements for Office Space In August 2013, the Company entered into a sublease agreement with a related party (see Note 10), which was subsequently amended and restated in March 2014, for its office space with a term ending on November 30, 2016. The Company further amended the terms of this sublease agreement in December 2014, August 2015, February 2016 and October 2016 to increase the square footage of the space being subleased and/or agree to new sublease terms. The August 2015 amendment extended the term of the lease to November 2019. 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 $84 and $52 for the three months ended March 31, 2017 and 2016, respectively. The Company recognizes rent expense on a straight-line basis over the term of the lease and has accrued for rent expense incurred but not yet paid. As of March 31, 2017, future minimum lease payments under these agreements are as follows: Year Ending December 31, 2017 $ 266 2018 363 2019 339 2020 — 2021 — Thereafter — Total $ 968 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions | |
Related Party Transactions | 10. Related Party Transactions In August 2013, the Company entered into a sublease agreement with NeXeption, Inc. ("NeXeption"), which was subsequently amended and restated in March 2014 and further amended in December 2014. In August 2015, pursuant to an Assignment and Assumption Agreement, NeXeption, Inc. assigned all interests, rights, duties and obligations under the sublease to NST Consulting, LLC, a wholly-owned subsidiary of NST, LLC. Following the Assignment and Assumption Agreement, the sublease was further amended in August 2015, February 2016 and October 2016. 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 three months ended March 31, 2017 and 2016 were $75 and $59, 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 December 2014 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, January 2016 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 three months ended March 31, 2017 and 2016, amounts included in the consolidated statement of operations for the NST Services Agreement are summarized in the following table: Three Months Ended March 31, 2017 2016 Services provided by NST Consulting, LLC $ 56 $ 79 Services provided to NST Consulting, LLC (11) (15) General and administrative expense, net $ 45 $ 64 Services provided by NST Consulting, LLC $ — $ 60 Services provided to NST Consulting, LLC — (21) Research and development expense, net $ — $ 39 Services provided by NST Consulting, LLC $ 56 $ 139 Services provided to NST Consulting, LLC (11) (36) Total, net $ 45 $ 103 Net payments made to NST $ 135 $ 58 The Company had $3 and $91 payable to NST Consulting, LLC under the NST Services Agreement as of March 31, 2017 and December 31, 2016, respectively. |
Agreements Related to Intellect
Agreements Related to Intellectual Property | 3 Months Ended |
Mar. 31, 2017 | |
Agreements Related to Intellectual Property | |
Agreements Related to Intellectual Property | 11. 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, or the Miller Estate, under which the Company acquired some of the intellectual property rights covering A-101. 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. In February 2016, under the terms of the assignment agreement and the finder’s services agreement, the Company made a one-time milestone payment of $300 upon the dosing of the first human subject with A-101 40% Topical Solution in the Company’s Phase 3 clinical trial. The payment was recorded as general and administrative expense during the three months ended March 31, 2016. Under the finder’s services agreement, the Company is obligated to make an additional milestone payment of $1,000 upon the achievement of specified development and regulatory milestones and up to $4,500 upon the achievement of specified commercial milestones. 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. 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 (together with JAK1, LLC and JAK2, LLC, 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 Accounting Standards Codification 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 three months ended March 31, 2016. Additionally, the Company will record as expense any contingent milestone payments or royalties in the period in which such liabilities are incurred. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Taxes | |
Income Taxes | 12. Income Taxes The Company did not record a federal or state income tax benefit for losses incurred during the three months ended March 31, 2017 and 2016 due to the Company’s conclusion that a valuation allowance is required. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events | |
Subsequent Events | 13. Subsequent Events On April 21, 2017, the Company sold 635,000 shares of its common stock at a weighted average price per share of $31.50, for aggregate gross proceeds of approximately $20.0 million. The shares were sold through Cowen and Company, LLC (“Cowen”) pursuant to a sales agreement with them dated November 2, 2016. Following these sales, the Company may offer and sell additional shares of its common stock having an aggregate offering price of up to approximately $55.0 million from time to time through Cowen pursuant to the sales agreement. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying condensed 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. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying condensed consolidated balance sheet as of March 31, 2017, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2017 and 2016, the condensed consolidated statement of stockholders’ equity for the three months ended March 31, 2017, and the condensed consolidated statements of cash flows for the three months ended March 31, 2017 and 2016 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual financial statements contained in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 15, 2017 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2017, the results of its operations and comprehensive loss for the three months ended March 31, 2017 and 2016 and its cash flows for the three months ended March 31, 2017 and 2016. The condensed consolidated balance sheet data as of December 31, 2016 was derived from audited financial statements but does not include all disclosures required by GAAP. The financial data and other information disclosed in these notes related to the three months ended March 31, 2017 and 2016 are unaudited. The results for the three months ended March 31, 2017 are not necessarily indicative of results to be expected for the year ending December 31, 2017, any other interim periods, or any future year or period. The unaudited interim financial statements of the Company included herein have been prepared, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2016 included in the Company’s annual report on Form 10-K filed with the SEC on March 15, 2017. |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, 2016 included in the Company’s annual report on Form 10-K filed with the SEC on March 15, 2017. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies other than noted immediately below. In February 2017, the Company paid a $2.0 million PDUFA fee to the FDA in conjunction with the filing of its NDA for A-101 40% Topical Solution. The Company has requested a small business waiver of this PDUFA fee from the FDA, and the amount has been recorded in prepaid expenses and other current assets on the Company’s condensed consolidated balance sheet. |
Recently Issued Accounting Pronouncements | Recently Issued 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. |
Fair Value of Financial Asset22
Fair Value of Financial Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value of Financial Assets and Liabilities | |
Schedule of assets and liabilities measured at fair value on a recurring basis | March 31, 2017 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 9,740 $ 7,992 $ — $ 17,732 Marketable securities — 137,760 — 137,760 Total $ 9,740 $ 145,752 $ — $ 155,492 December 31, 2016 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 11,522 $ 12,691 $ — $ 24,213 Marketable securities — 143,963 — 143,963 Total $ 11,522 $ 156,654 $ — $ 168,176 |
Schedule of the fair value of available for sale marketable securities by type of security | March 31, 2017 Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Marketable securities: Corporate debt securities $ 51,533 $ — $ (45) $ 51,488 Commercial paper 16,848 — — 16,848 Asset-backed securities 25,988 — (26) 25,962 U.S. government agency debt securities 43,492 — (30) 43,462 Total marketable securities $ 137,861 $ — $ (101) $ 137,760 December 31, 2016 Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Marketable securities: Corporate debt securities $ 51,352 $ — $ (59) $ 51,293 Commercial paper 20,463 — — 20,463 Asset-backed securities 28,692 6 (1) 28,697 U.S. government agency debt securities 43,505 8 (3) 43,510 Total marketable securities $ 144,012 $ 14 $ (63) $ 143,963 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property and Equipment, Net | |
Schedule of property and equipment, net | March 31, December 31, 2017 2016 Computer equipment $ 331 $ 310 Manufacturing equipment 402 149 Furniture and fixtures 116 115 Leasehold improvements 33 33 Property and equipment, gross 882 607 Accumulated depreciation (176) (126) Property and equipment, net $ 706 $ 481 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accrued Expenses | |
Schedule of accrued expenses | March 31, December 31, 2017 2016 Research and development expenses $ 1,250 $ 1,166 Employee compensation expenses 515 1,732 Vixen contract payable 100 100 Professional fees 109 77 Other 59 303 Total accrued expenses $ 2,033 $ 3,378 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stock-Based Awards | |
Assumptions used to determine fair value of stock options granted | Three Months Ended March 31, 2017 2016 Risk-free interest rate 2.10 % 1.49 % Expected term (in years) 6.0 7.3 Expected volatility 95.20 % 99.97 % Expected dividend yield 0 % 0 % |
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, 2016 2,702,350 $ 18.94 9.05 $ 24,434 Granted 16,000 27.30 Exercised (35,363) 5.92 Forfeited and cancelled (26,046) 16.83 Outstanding as of March 31, 2017 2,656,941 $ 19.19 8.83 $ 28,246 Options vested and expected to vest as of March 31, 2017 2,656,941 $ 19.19 8.83 $ 28,246 Options exercisable as of March 31, 2017 636,268 (1) $ 11.09 8.20 $ 11,919 (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 March 31, 2017. |
Summary of restricted stock activity | Weighted Average Grant Date Number Fair Value of Shares Per Share Outstanding as of December 31, 2016 219,614 $ 27.43 Granted — — Vested (3,425) 20.28 Forfeited and cancelled (1,846) 24.40 Outstanding as of March 31, 2017 214,343 $ 27.57 |
Stock-based compensation expense | Three Months Ended March 31, 2017 2016 Research and development $ 1,217 $ 421 General and administrative 1,936 801 Total stock-based compensation expense $ 3,153 $ 1,222 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Net Loss per Share | |
Basic and diluted net loss per share | Three Months Ended March 31, 2017 2016 Numerator: Net loss $ (12,559) $ (13,039) Denominator: Weighted average shares of common stock outstanding 26,080,806 20,171,518 Net loss per share, basic and diluted $ (0.48) $ (0.65) |
Potential common shares excluded from the calculation of diluted net loss per share attributable to common stockholders | March 31, 2017 2016 Stock options to purchase common stock 2,656,941 1,807,024 Restricted stock unit awards 214,343 67,500 Total potential common shares 2,871,284 1,874,524 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies | |
Schedule of future minimum lease payments under the sublease | Year Ending December 31, 2017 $ 266 2018 363 2019 339 2020 — 2021 — Thereafter — Total $ 968 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions | |
Schedule of Related Party Amounts Included in the Statements of Operations | Three Months Ended March 31, 2017 2016 Services provided by NST Consulting, LLC $ 56 $ 79 Services provided to NST Consulting, LLC (11) (15) General and administrative expense, net $ 45 $ 64 Services provided by NST Consulting, LLC $ — $ 60 Services provided to NST Consulting, LLC — (21) Research and development expense, net $ — $ 39 Services provided by NST Consulting, LLC $ 56 $ 139 Services provided to NST Consulting, LLC (11) (36) Total, net $ 45 $ 103 Net payments made to NST $ 135 $ 58 |
Organization and Nature of Bu29
Organization and Nature of Business (Details) | Mar. 31, 2017item |
A-101 40% Topical Solution | |
Production information | |
Number of clinical trials completed | 3 |
Organization and Nature of Bu30
Organization and Nature of Business - IPO, Stock Split, Liquidity (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Organization and Nature of Business | ||
Cash, cash equivalents and marketable securities | $ 161,437 | |
Accumulated deficit | $ 103,471 | $ 90,912 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details) $ in Millions | Feb. 28, 2017USD ($) |
Prepaid Expenses and Other Current Assets [Member] | |
PDUFA fee paid for which waiver has been applied | $ 2 |
Fair Value of Financial Asset32
Fair Value of Financial Assets and Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Assets: | ||
Marketable securities | $ 137,760 | $ 143,963 |
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 | 17,732 | 24,213 |
Marketable securities | 137,760 | 143,963 |
Total assets measured at fair value | 155,492 | 168,176 |
Recurring | Level 1 | ||
Assets: | ||
Cash equivalents | 9,740 | 11,522 |
Total assets measured at fair value | 9,740 | 11,522 |
Recurring | Level 2 | ||
Assets: | ||
Cash equivalents | 7,992 | 12,691 |
Marketable securities | 137,760 | 143,963 |
Total assets measured at fair value | $ 145,752 | $ 156,654 |
Fair Value of Financial Asset33
Fair Value of Financial Assets and Liabilities - by type (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Marketable securities: | ||
Amortized Cost | $ 137,861 | $ 144,012 |
Gross Unrealized Gain | 14 | |
Gross Unrealized Loss | (101) | (63) |
Fair Value | 137,760 | 143,963 |
Corporate debt securities | ||
Marketable securities: | ||
Amortized Cost | 51,533 | 51,352 |
Gross Unrealized Loss | (45) | (59) |
Fair Value | 51,488 | 51,293 |
Commercial paper | ||
Marketable securities: | ||
Amortized Cost | 16,848 | 20,463 |
Fair Value | 16,848 | 20,463 |
Asset-backed Securities [Member] | ||
Marketable securities: | ||
Amortized Cost | 25,988 | 28,692 |
Gross Unrealized Gain | 6 | |
Gross Unrealized Loss | (26) | (1) |
Fair Value | 25,962 | 28,697 |
U.S. government agency debt securities | ||
Marketable securities: | ||
Amortized Cost | 43,492 | 43,505 |
Gross Unrealized Gain | 8 | |
Gross Unrealized Loss | (30) | (3) |
Fair Value | $ 43,462 | $ 43,510 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Property and Equipment, net | |||
Property and equipment | $ 882 | $ 607 | |
Accumulated depreciation | (176) | (126) | |
Property and equipment, net | 706 | 481 | |
Depreciation expense | 50 | $ 21 | |
Computer equipment | |||
Property and Equipment, net | |||
Property and equipment | 331 | 310 | |
Manufacturing equipment | |||
Property and Equipment, net | |||
Property and equipment | 402 | 149 | |
Furniture and Fixtures | |||
Property and Equipment, net | |||
Property and equipment | 116 | 115 | |
Leasehold Improvements | |||
Property and Equipment, net | |||
Property and equipment | $ 33 | $ 33 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Accrued Expenses | ||
Research and development expenses | $ 1,250 | $ 1,166 |
Employee compensation expenses | 515 | 1,732 |
Vixen contract payable. | 100 | 100 |
Professional fees | 109 | 77 |
Other | 59 | 303 |
Total accrued expenses | $ 2,033 | $ 3,378 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 3 Months Ended | |
Mar. 31, 2017USD ($)Vote$ / sharesshares | Dec. 31, 2016$ / sharesshares | |
Stockholders' Equity | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
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 |
Stock-Based Awards (Details)
Stock-Based Awards (Details) - shares | Jan. 01, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Sep. 15, 2015 |
Stock-based awards | |||||
Options granted (in shares) | 16,000 | ||||
Options outstanding | 2,656,941 | 2,702,350 | |||
Stock Option Valuation | |||||
Risk-free interest rate (as a percent) | 2.10% | 1.49% | |||
Expected term (in years) | 6 years | 7 years 3 months 18 days | |||
Expected volatility (as a percent) | 95.20% | 99.97% | |||
Expected dividend yield (as a percent) | 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 | 1,003,647 | 1,049,667 | |||
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 | 1,662,666 |
Stock-Based Awards - Option Act
Stock-Based Awards - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Options, Number of Shares | ||
Number of Shares, beginning balance | 2,702,350 | |
Number of Shares, Granted | 16,000 | |
Number of Shares, Exercised | (35,363) | |
Number of Shares, Forfeited and canceled | (26,046) | |
Number of Shares, ending balance | 2,656,941 | 2,702,350 |
Number of Shares, Options vested and expected to vest | 2,656,941 | |
Number of Shares, Options exercisable | 636,268 | |
Options, Weighted Average Exercise Price | ||
Weighted Average Exercise Price, beginning balance (in dollars per share) | $ 18.94 | |
Weighted Average Exercise Price, Granted (in dollars per share) | 27.30 | |
Weighted Average Exercise Price, Exercised (in dollars per share) | 5.92 | |
Weighted Average Exercise Price, Forfeited and cancelled (in dollars per share) | 16.83 | |
Weighted Average Exercise Price, ending balance (in dollars per share) | 19.19 | $ 18.94 |
Weighted Average Exercise Price, Options vested and expected to vest (in dollars per share) | 19.19 | |
Weighted Average Exercise Price, Options exercisable (in dollars per share) | $ 11.09 | |
Options, Weighted Average Remaining Contractual Term | ||
Weighted Average Remaining Contractual Term (in years) | 8 years 9 months 29 days | 9 years 18 days |
Weighted Average Remaining Contractual Term, Options vested and expected to vest (in years) | 8 years 9 months 29 days | |
Weighted Average Remaining Contractual Term, Options exercisable (in years) | 8 years 2 months 12 days | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value | $ 28,246 | $ 24,434 |
Aggregate Intrinsic Value, Options vested and expected to vest | 28,246 | |
Aggregate Intrinsic Value, Options exercisable | $ 11,919 | |
Weighted average grant-date fair value of stock options granted (in dollars per share) | $ 21.06 | |
2012 Equity Compensation Plan | ||
Options, Number of Shares | ||
Number of Shares, beginning balance | 1,049,667 | |
Number of Shares, Granted | 1,140,524 | |
Number of Shares, ending balance | 1,003,647 | 1,049,667 |
Stock-Based Awards - RSUs (Deta
Stock-Based Awards - RSUs (Details) - 2015 Equity Incentive Plan - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
RSU, Number of Units | |
Units outstanding, beginning of period | shares | 219,614 |
Number of shares, Vested | shares | (3,425) |
Forfeited and cancelled | shares | (1,846) |
Units outstanding, end of period | shares | 214,343 |
RSU, Weighted Average Grant Date Fair Value Per Unit | |
Weighted average grant date fair value, beginning balance (in dollars per share) | $ / shares | $ 27.43 |
Weighted average grant date fair value, vested (in dollars per share) | $ / shares | 20.28 |
Forfeited and cancelled, estimated grant date fair value (in dollars per share) | $ / shares | 24.40 |
Weighted average grant date fair value, ending balance (in dollars per share) | $ / shares | $ 27.57 |
Stock-Based Awards - Compensati
Stock-Based Awards - Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock-based compensation expense | ||
Stock-based compensation expense | $ 3,153 | $ 1,222 |
Unrecognized stock-based compensation cost, options | 31,416 | |
Unrecognized compensation, RSUs | $ 5,105 | |
Weighted average recognition period unrecognized stock-based compensation cost (in years) | 3 years 3 months 4 days | |
Research and development expense. | ||
Stock-based compensation expense | ||
Stock-based compensation expense | $ 1,217 | 421 |
General and administrative expense. | ||
Stock-based compensation expense | ||
Stock-based compensation expense | $ 1,936 | $ 801 |
Restricted Stock Units (RSUs) [Member] | ||
Stock-based compensation expense | ||
Weighted average recognition period unrecognized stock-based compensation cost (in years) | 2 years 7 months 28 days |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator: | ||
Net loss | $ (12,559) | $ (13,039) |
Denominator: | ||
Weighted average shares of common stock outstanding (in shares) | 26,080,806 | 20,171,518 |
Weighted average shares of common stock outstanding | 26,080,806 | 20,171,518 |
Net loss per share, basic and diluted (in dollars per share) | $ (0.48) | $ (0.65) |
Net Loss per Share - Anti-dilut
Net Loss per Share - Anti-dilution (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
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 | 2,871,284 | 1,874,524 |
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 | 2,656,941 | 1,807,024 |
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 | 214,343 | 67,500 |
Commitments and Contingencies43
Commitments and Contingencies (Details) - Board of Directors Chairman [Member] - Direct sublease agreement - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Agreements for Office Space | ||
Expenses incurred under related party transactions | $ 84 | $ 52 |
Future minimum lease payments under the sublease | ||
2,017 | 266 | |
2,018 | 363 | |
2,019 | 339 | |
Total | $ 968 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Direct sublease agreement | NST, LLC [Member] | |||
Related Party Transactions | |||
Expenses incurred under related party transactions | $ 75 | $ 59 | |
Services agreement | |||
Related Party Transactions | |||
Net expenses (revenues) from related party transactions | 45 | 103 | |
Services agreement | General and administrative expense. | |||
Related Party Transactions | |||
Net expenses (revenues) from related party transactions | 45 | 64 | |
Services agreement | Research and development expense. | |||
Related Party Transactions | |||
Net expenses (revenues) from related party transactions | 39 | ||
Services agreement | NST, LLC [Member] | |||
Related Party Transactions | |||
Expenses incurred under related party transactions | 56 | 139 | |
Other revenue earned from related party transactions | (11) | (36) | |
Payments to related party | 135 | 58 | |
Services agreement | NST, LLC [Member] | Accounts Payable | |||
Related Party Transactions | |||
Amount due to related party | 3 | $ 91 | |
Services agreement | NST, LLC [Member] | General and administrative expense. | |||
Related Party Transactions | |||
Expenses incurred under related party transactions | 56 | 79 | |
Other revenue earned from related party transactions | (11) | (15) | |
Services agreement | NST, LLC [Member] | Research and development expense. | |||
Related Party Transactions | |||
Expenses incurred under related party transactions | 60 | ||
Other revenue earned from related party transactions | (21) | ||
Board of Directors Chairman [Member] | Direct sublease agreement | |||
Related Party Transactions | |||
Expenses incurred under related party transactions | $ 84 | $ 52 |
Agreements Related to Intelle45
Agreements Related to Intellectual Property (Details) $ in Thousands | Mar. 24, 2016USD ($)installmentitemshares | Dec. 31, 2015USD ($) | Feb. 29, 2016USD ($) | Aug. 31, 2012USD ($) |
Assignment Agreement and Finder's Services Agreement [Member] | ||||
Agreements Related to Intellectual Property | ||||
Term of agreement, minimum | 15 years | |||
Assignment Agreement and Finder's Services Agreement [Member] | Achievement Of Dosing Of First Subject With A101 | General and administrative expense. | ||||
Agreements Related to Intellectual Property | ||||
Milestone payment | $ 300 | |||
Finders Services Agreement | Achievement Of Submission Of NDA For A101 And Regulatory Milestones | ||||
Agreements Related to Intellectual Property | ||||
Potential future milestone payments | $ 1,000 | |||
Finders Services Agreement | Achievement Of Specified Commercial Milestones | Maximum | ||||
Agreements Related to Intellectual Property | ||||
Potential future milestone payments | $ 4,500 | |||
Stock Purchase Agreement [Member] | Achievement Of Specified Commercial Milestones | ||||
Agreements Related to Intellectual Property | ||||
Period from first commercial product sale that royalties are owed (in years) | 10 years | |||
Stock Purchase Agreement [Member] | Achievement Of Pre Commercialization Milestones | ||||
Agreements Related to Intellectual Property | ||||
Number of products | item | 3 | |||
Stock Purchase Agreement [Member] | Selling Stockholders | ||||
Agreements Related to Intellectual Property | ||||
Entity stock issued in stock purchase | shares | 159,420 | |||
Stock Purchase Agreement [Member] | Selling Stockholders | Research and development expense. | ||||
Agreements Related to Intellectual Property | ||||
Upfront payment made | $ 600 | |||
Amount of required annual payment under the contract | 100 | |||
Fair value of common stock issued | $ 2,355 | |||
Number of annual payments | installment | 6 | |||
Stock Purchase Agreement [Member] | Selling Stockholders | Achievement Of Specified Commercial Milestones | Maximum | ||||
Agreements Related to Intellectual Property | ||||
Potential future milestone payments | $ 22,500 | |||
Stock Purchase Agreement [Member] | Selling Stockholders | Achievement Of Pre Commercialization Milestones | Maximum | ||||
Agreements Related to Intellectual Property | ||||
Potential future milestone payments | $ 18,000 | |||
License Agreement | Columbia | ||||
Agreements Related to Intellectual Property | ||||
Amount of required annual payment under the contract | $ 10 | |||
License Agreement | Columbia | Achievement Of Specified Commercial Milestones | ||||
Agreements Related to Intellectual Property | ||||
Period from first commercial product sale that royalties are owed (in years) | 10 years | |||
License Agreement | Columbia | Achievement Of Specified Commercial Milestones | Maximum | ||||
Agreements Related to Intellectual Property | ||||
Potential future milestone payments | $ 11,600 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Taxes | ||
Federal income tax benefit | $ 0 | $ 0 |
State income tax benefit | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event $ / shares in Units, $ in Millions | Apr. 21, 2017USD ($)$ / sharesshares |
Subsequent events | |
Number of shares issued | shares | 635,000 |
Issuance price (in dollars per share) | $ / shares | $ 31.50 |
Issuance of common stock | $ 20 |
Maximum aggregate offering price remaining under the agreement | $ 55 |