Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Jun. 13, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Trevi Therapeutics, Inc. | |
Entity Central Index Key | 0001563880 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | TRVI | |
Entity Common Stock, Shares Outstanding | 17,834,570 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Small Business | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 12,946 | $ 7,202 |
Tax credit and other receivables | 150 | 184 |
Prepaid expenses | 1,668 | 1,438 |
Total current assets | 14,764 | 8,824 |
Deferred offering costs | 1,885 | 1,534 |
Operating lease right-of-use asset | 368 | |
Security deposit | 19 | 19 |
Property, equipment and leasehold improvements, net | 149 | 149 |
Total assets | 17,185 | 10,526 |
Current liabilities: | ||
Accounts payable | 498 | 603 |
Accrued expenses | 3,079 | 2,073 |
Operating lease liability - current portion | 88 | |
Total current liabilities | 3,665 | 2,676 |
Obligation for loan success fee | 512 | 460 |
Series C redeemable convertible preferred stock liability | 1,096 | |
Operating lease liability - long term portion | 333 | 46 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity (deficit): | ||
Common stock: $0.001 par value; 101,929,904 shares authorized at December 31, 2018 and March 31, 2019 (unaudited), respectively, and 438,600 and 446,494 shares issued and outstanding at December 31, 2018 and March 31, 2019 (unaudited), respectively. | 4 | 4 |
Additional paid-in capital | ||
Accumulated deficit | (115,480) | (109,498) |
Total stockholders' deficit | (115,476) | (109,494) |
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | 17,185 | 10,526 |
Series A Redeemable convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Temporary Equity, Carrying Amount, Attributable to Parent | 21,169 | 21,033 |
Stockholders' equity (deficit): | ||
Total stockholders' deficit | 21,169 | 21,033 |
Series B Redeemable convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Temporary Equity, Carrying Amount, Attributable to Parent | 33,943 | 33,686 |
Stockholders' equity (deficit): | ||
Total stockholders' deficit | 33,943 | 33,686 |
Series C Redeemable convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Temporary Equity, Carrying Amount, Attributable to Parent | 73,039 | 61,023 |
Stockholders' equity (deficit): | ||
Total stockholders' deficit | $ 73,039 | $ 61,023 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Common Stock, Shares Authorized | 101,929,904 | 101,929,904 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 446,494 | 446,494 |
Common Stock, Shares, Outstanding | 438,600 | 438,600 |
Series A Redeemable convertible Preferred Stock [Member] | ||
Temporary Equity, Shares Authorized | 15,387,923 | 15,387,923 |
Temporary Equity, Shares Issued | 15,387,923 | 15,387,923 |
Temporary Equity, Shares Outstanding | 15,387,923 | 15,387,923 |
Temporary Equity, Liquidation Preference | $ 20,696 | $ 20,469 |
Series B Redeemable convertible Preferred Stock [Member] | ||
Temporary Equity, Shares Authorized | 22,608,695 | 22,608,695 |
Temporary Equity, Shares Issued | 22,608,695 | 22,608,695 |
Temporary Equity, Shares Outstanding | 22,608,695 | 22,608,695 |
Temporary Equity, Liquidation Preference | $ 33,284 | $ 32,900 |
Series C Redeemable convertible Preferred Stock [Member] | ||
Temporary Equity, Shares Authorized | 48,200,412 | 48,200,412 |
Temporary Equity, Shares Issued | 44,946,987 | 44,946,987 |
Temporary Equity, Shares Outstanding | 38,097,672 | 38,097,672 |
Temporary Equity, Liquidation Preference | $ 70,739 | $ 59,798 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating expenses: | ||
Research and development | $ 3,338 | $ 2,363 |
General and administrative | 1,474 | 779 |
Total operating expenses | 4,812 | 3,142 |
Loss from operations | (4,812) | (3,142) |
Other income (expense): | ||
Change in fair value of Series C redeemable convertible preferred stock liability | (844) | |
Change in fair value of obligation for loan success fee | (52) | (12) |
Interest income | 58 | 45 |
Interest expense | (123) | |
Total other income (expense), net | 6 | (934) |
Loss before income tax benefit | (4,806) | (4,076) |
Income tax benefit | 4 | 25 |
Net loss | (4,802) | (4,051) |
Accretion of redeemable convertible preferred stock | 203 | 195 |
Dividends accrued on redeemable convertible preferred stock | (1,553) | (1,280) |
Adjusted net loss attributable to common stockholders | $ (6,152) | $ (5,136) |
Basic and diluted net loss per common share outstanding | $ (13.85) | $ (11.82) |
Weighted average common shares used in net loss per share attributable to common stockholders, basic and diluted | 444,132 | 434,567 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Series A Redeemable convertible Preferred Stock [Member] | Series B Redeemable convertible Preferred Stock [Member] | Series C Redeemable convertible Preferred Stock [Member] |
Beginning Balance at Dec. 31, 2017 | $ (84,428) | $ 4 | $ (84,432) | $ 20,479 | $ 32,640 | $ 46,087 | |
Beginning Balance (in shares) at Dec. 31, 2017 | 432,921 | 15,387,923 | 22,608,695 | 30,886,507 | |||
Stock-based compensation | 88 | 88 | |||||
Issuance of common stock from exercise of stock options | 13 | 13 | |||||
Issuance of common stock from exercise of stock options (in shares) | 5,679 | ||||||
Dividends accrued on redeemable convertible preferred stock | (1,280) | (101) | (1,179) | $ 228 | $ 385 | $ 667 | |
Accretion (amortization) of premium (discount) on issuance of redeemable convertible preferred stock | (4) | (4) | (1) | 5 | |||
Accretion of discount on investor rights/obligation | (33) | (33) | 14 | 19 | |||
Adjustment for excess (shortfall) of fair value over liquidation value of redeemable convertible preferred stock | 259 | 259 | (106) | (153) | |||
Accretion of issuance costs on redeemable convertible preferred stock | (27) | (27) | 1 | 1 | 25 | ||
Net loss | (4,051) | (4,051) | |||||
Ending Balance at Mar. 31, 2018 | (89,463) | $ 4 | (89,467) | $ 20,615 | $ 32,897 | $ 46,779 | |
Ending Balance (in shares) at Mar. 31, 2018 | 438,600 | 15,387,923 | 22,608,695 | 30,886,507 | |||
Beginning Balance at Dec. 31, 2017 | (84,428) | $ 4 | (84,432) | $ 20,479 | $ 32,640 | $ 46,087 | |
Beginning Balance (in shares) at Dec. 31, 2017 | 432,921 | 15,387,923 | 22,608,695 | 30,886,507 | |||
Net loss | (20,500) | ||||||
Ending Balance at Dec. 31, 2018 | (109,494) | $ 4 | (109,498) | $ 21,033 | $ 33,686 | $ 61,023 | |
Ending Balance (in shares) at Dec. 31, 2018 | 438,600 | 15,387,923 | 22,608,695 | 38,097,672 | |||
Stock-based compensation | 146 | 146 | |||||
Issuance of common stock from exercise of stock options | $ 24 | 24 | |||||
Issuance of common stock from exercise of stock options (in shares) | 7,894 | 7,894 | |||||
Issuance of Series C redeemable convertible preferred stock, net of issuance costs | $ 11,059 | ||||||
Issuance of Series C redeemable convertible preferred stock, net of issuance costs (in shares) | 6,849,315 | ||||||
Dividends accrued on redeemable convertible preferred stock | $ (1,553) | $ (170) | (1,383) | $ 228 | $ 384 | $ 941 | |
Accretion (amortization) of premium (discount) on issuance of redeemable convertible preferred stock | (4) | (4) | (1) | 5 | |||
Accretion of discount on investor rights/obligation | (34) | (34) | 14 | 20 | |||
Adjustment for excess (shortfall) of fair value over liquidation value of redeemable convertible preferred stock | 278 | 278 | (106) | (153) | (19) | ||
Accretion of issuance costs on redeemable convertible preferred stock | (37) | (37) | 1 | 1 | 35 | ||
Net loss | (4,802) | (4,802) | |||||
Ending Balance at Mar. 31, 2019 | $ (115,476) | $ 4 | $ (115,480) | $ 21,169 | $ 33,943 | $ 73,039 | |
Ending Balance (in shares) at Mar. 31, 2019 | 446,494 | 15,387,923 | 22,608,695 | 44,946,987 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities | ||
Net loss | $ (4,802) | $ (4,051) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 9 | 2 |
Changes in fair value of Series C redeemable convertible preferred stock liability | 844 | |
Changes in fair value of obligation for loan success fee | 52 | 12 |
Accretion/accrual of term loan discounts and debt issuance costs | 43 | |
Stock-based compensation | 146 | 88 |
Changes in operating assets and liabilities: | ||
Receivables | 34 | (18) |
Prepaid expenses | (230) | (176) |
Accounts payable | (185) | 109 |
Accrued expenses | 880 | (799) |
Security deposit | (8) | |
Net cash used in operating activities | (4,096) | (3,954) |
Investing activities | ||
Acquisitions of property, equipment and leasehold improvements | (9) | (57) |
Net cash used in investing activities | (9) | (57) |
Financing activities | ||
Repayments of term loan | (2,063) | |
Proceeds from exercises of stock options | 24 | 13 |
Proceeds from sale of Series C redeemable convertible preferred stock, net of issuance costs | 9,963 | |
Deferred offering costs | (138) | |
Net cash provided by (used in) financing activities | 9,849 | (2,050) |
Net cash increase (decrease) | 5,744 | (6,061) |
Cash and cash equivalents at beginning of period | 7,202 | 22,020 |
Cash and cash equivalents at end of period | 12,946 | 15,959 |
Supplemental disclosure of cash flow information | ||
Interest paid | 96 | |
State research tax credits exchanged for cash | 8 | |
Supplemental disclosure of non-cash financing activities | ||
Deferred offering costs | (214) | |
Dividends accrued on redeemable convertible preferred stock | 1,553 | 1,280 |
Accretion on redeemable convertible preferred stock | $ (203) | $ (195) |
Nature of the Business
Nature of the Business | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | 1. Nature of the Business Trevi Therapeutics, Inc. (“Trevi” or the “Company”) is a clinical-stage biopharmaceutical company focused on the development and commercialization of nalbuphine ER to treat serious neurologically mediated conditions. The Company is currently developing nalbuphine ER for the treatment of chronic pruritus, chronic cough in patients with idiopathic pulmonary fibrosis (“IPF”), and levodopa-induced dyskinesia (“LID”), in patients with Parkinson’s disease. These conditions share a common pathophysiology that is mediated through opioid receptors in the central and peripheral nervous systems. Due to nalbuphine’s mechanism of action as a modulator of opioid receptors, the Company believes nalbuphine ER has the potential to be effective in treating each of these conditions. Nalbuphine ER is an oral extended release formulation of nalbuphine. Nalbuphine is a mixed k k On April 22, 2019, the Company filed an amendment to the Company’s amended and restated certificate of incorporation to effect a one-for On May 9, 2019, the Company completed its initial public offering (“IPO”) and a concurrent private placement in which it issued and sold an aggregate of 7,000,000 shares of common stock at an offering price of $10.00 per share, for net proceeds of approximately $62.6 million, after deducting aggregate underwriting discounts and commissions and private placement agent fees of $4.9 million and estimated expenses of approximately $2.5 million. The Company’s common stock began trading on The Nasdaq Global Market on May 7, 2019 under the ticker symbol “TRVI.” Upon the closing of the IPO, the Company’s outstanding redeemable convertible preferred stock automatically converted into shares of the Company’s common stock. Upon such conversion of the redeemable convertible preferred stock, the Company reclassified the carrying values of the redeemable convertible preferred stock to common stock and additional paid-in The accompanying financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Since inception, the Company has financed its operations primarily through private placements of its redeemable convertible preferred stock and convertible notes as well as borrowings under a term loan facility, and most recently, with proceeds from the IPO and concurrent private placement completed in May 2019. The Company has incurred recurring losses since inception, including net losses attributable to the Company of $4.8 million for the three months ended March 31, 2019 (unaudited) and $20.5 million for the year ended December 31, 2018. In addition, as of March 31, 2019 (unaudited), the Company had an accumulated deficit of $115.5 million. The Company expects to continue to generate operating losses for the foreseeable future. As of June 13, 2019, the issuance date of these Condensed Consolidated Financial Statements, the Company expects that its cash and cash equivalents of $12.9 million as of March 31, 2019 (unaudited), together with the $62.6 million in net proceeds from the IPO and concurrent private placement, will be sufficient to fund its operating expenses and capital expenditure requirements through at least 12 months from the date of issuance of these Condensed Consolidated Financial Statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements for the three months ended March 31, 2019 and 2018 included herein, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim information. Certain information and footnote disclosure typically prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations. The accompanying unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2018 included in the final prospectus for the IPO filed with the SEC on May 8, 2019. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include normal recurring adjustments necessary for the fair presentation of the Company’s interim financial statements presented. The results of operations for the interim periods are not necessarily indicative of the results expected for the full year or any subsequent period. The accompanying Condensed Consolidated Financial Statements include the accounts of Trevi Therapeutics, Inc. and its wholly-owned subsidiary Trevi Therapeutics Limited. Intercompany balances and transactions have been eliminated. All amounts presented are in thousands of dollars, except share and per share amounts, unless noted otherwise. The Company has evaluated events occurring subsequent to March 31, 2019 for potential recognition or disclosure in the condensed consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure other than those provided. 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 at the date of the financial statements and the reported amounts of the expenses during the reporting periods. Significant estimates and assumptions reflected in these Condensed Consolidated Financial Statements include, but are not limited to the recognition of research and development expenses and the valuation of redeemable convertible preferred stock, common stock and stock-based awards. On an ongoing basis, management evaluates its estimates in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Unaudited Interim Financial Information The accompanying interim Condensed Consolidated Balance Sheet as of March 31, 2019 and the Condensed Consolidated Statements of Operations, the Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit and the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018 are unaudited. The unaudited interim Condensed Consolidated Financial Statements have been prepared on the same basis as the audited annual Consolidated Financial Statements and, in the Company’s opinion, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statements of its financial position as of March 31, 2019 and the results of its operations and its cash flows for the three months ended March 31, 2019 and 2018. The consolidated financial data and other information disclosed in these notes related to the three months ended March 31, 2019 and 2018 are unaudited. The results for the three months ended March 31, 2019 and 2018 are not necessarily indicative of results to be expected for the year ending December 31, 2019, any other interim period, or any future year or period. Fair Value Measurements The Company’s financial instruments consist of cash and cash equivalents, income tax receivable, accounts payable, accrued expenses, term loan payable, Series C redeemable convertible preferred stock liability and obligation for loan success fee. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. The carrying amounts of cash and cash equivalents, income tax receivable, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short term nature of those instruments. The fair value of the obligation for loan success fee is estimated utilizing a probability-weighted income approach, including variables for the timing of the success event and other probability estimates. The fair value of Series C redeemable convertible preferred stock liability at December 31, 2018 has been estimated as the excess, if any, of the fair value of the Company’s Series C redeemable convertible preferred stock (“Series C Preferred Stock”) over the purchase price of any outstanding tranches that may be sold pursuant to the Series C Preferred Stock purchase agreement (the “Series C Purchase Agreement”). Current accounting guidance defines fair value, establishes a framework for measuring fair value in accordance with Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures Level 1—Observable inputs—quoted prices in active markets for identical assets and liabilities. Level 2—Observable inputs other than the quoted prices in active markets for identical assets and liabilities—such as quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, or other inputs that are observable or can be corroborated by observable market data. Level 3—Unobservable inputs—includes amounts derived from valuation models where one or more significant inputs are unobservable and require the company to develop relevant assumptions. The following table summarizes the financial liabilities measured at fair value on a recurring basis as of March 31, 2019 (unaudited) and December 31, 2018, and the basis for that measurement, by level within the fair value hierarchy (Note 6 and 8) Balance March 31, 2019 Level 1 Level 2 Level 3 Financial liabilities Obligation for loan success fee $ 512 $ — $ — $ 512 $ 512 $ — $ — $ 512 Balance December 31, 2018 Level 1 Level 2 Level 3 Financial liabilities Series C redeemable convertible preferred stock liability $ 1,096 $ — $ — $ 1,096 Obligation for loan success fee 460 — — 460 $ 1,556 $ — $ — $ 1,556 The following table represents a roll-forward of the fair value of Level 3 instruments (significant unobservable inputs): March 31, December 31, 2019 2018 Financial liabilities Balance at beginning of year (1) $ 1,556 $ 322 Unrealized loss (gain) on Series C redeemable convertible preferred stock liability — 2,105 Unrealized loss (gain) on obligation for loan success fee 52 138 Net settlements (2) (1,096 ) (1,009 ) Ending balance $ 512 $ 1,556 (1) The balance at January 1, 2018 relates to the obligation for the loan success fee. (2) The net settlements in the three months ended March 31, 2019 (unaudited) relate to the $1,096 fair value of the Series C redeemable convertible preferred stock liability at the time the third tranche of Series C redeemable convertible preferred stock shares was issued. The net settlements in 2018 relate to the $1,009 fair value of the Series C redeemable convertible preferred stock liability at the time the second tranche of Series C redeemable convertible preferred stock shares was issued. Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should the planned equity financing no longer be considered probable of being consummated, the deferred offering costs will be expensed immediately as a charge to operating expenses in the Condensed Consolidated Statements of Operations. Deferred offering costs capitalized as of March 31, 2019 (unaudited) and December 31, 2018 were $1,885 and $1,534, respectively. Basic and Diluted Net Income (Loss) per Common Share Basic and diluted net loss per common share outstanding is determined by dividing net loss, as adjusted for accretion and accrued dividends on redeemable convertible preferred stock, by the weighted average common shares outstanding during the period. For all periods presented, outstanding shares of Series A redeemable convertible preferred stock (“Series A Preferred Stock”), shares of Series B redeemable convertible preferred stock (“Series B Preferred Stock”), shares of Series C redeemable convertible preferred stock (“Series C Preferred Stock”) and shares issuable upon exercise of stock options have been excluded from the calculation because their effects would be anti-dilutive. Therefore, the weighted average common shares used to calculate both basic and diluted net loss per share are the same. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02 titled Leases The Company adopted this new guidance as of January 1, 2019, which included an assessment of the impact of the new guidance on the condensed consolidated financial statements. The Company utilized the transition practical expedient added by the FASB, which eliminated the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption. The Company elected to use the package of practical expedients that allowed the Company to not reassess: (1) whether any expired or existing contracts were or contained leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. The Company additionally used the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component. The adoption of this standard resulted in the recognition of a right-of-use asset of approximately $379 and related lease liabilities of approximately $424 related to the Company’s operating lease commitments on the Condensed Consolidated Balance Sheet as of January 1, 2019 (Note 4). Recently Issued Accounting Pronouncements There have been no new accounting pronouncements during the three months ended March 31, 2019, as compared to the recent accounting pronouncements described in Note 2 to the Company’s audited consolidated financial statements for the year ended December 31, 2018 included in the final prospectus for the IPO, which could be expected to materially impact the Company’s unaudited condensed consolidated financial statements. |
Prepaid Expenses
Prepaid Expenses | 3 Months Ended |
Mar. 31, 2019 | |
Prepaid Expense, Current [Abstract] | |
Prepaid Expenses | 3. Prepaid Expenses Prepaid expenses consist of the following: As of March 31, 2019 As of December 31, 2018 Prepaid R&D payments $ 1,593 $ 1,337 Prepaid corporate insurance 37 59 Other 38 42 $ 1,668 $ 1,438 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | 4. Leases Effective March 1, 2013, the Company entered into a lease for office space in New Haven, CT and commencing March 1, 2018, the Company entered into the First Amendment to the lease. The leased space is approximately 5,600 square feet and has a term of 60 months. The lease requires monthly lease payments ranging from approximately $10 to $11 through February 1, 2023 and provides for two designated months of free rent. The Company has the option to terminate the lease after 36 months by providing six months’ notice along with a payment to the landlord in an amount representing the unamortized cost of tenant improvements plus the unamortized broker’s commission, both paid by the landlord, and as defined in the agreement. Under ASC 842, the Company determines if an arrangement is a lease at inception. If an operating lease has a term greater than one year, the lease is recognized in the balance sheet as a right-of-use right-of-use Operating lease right-of-use right-of-use The Company’s operating leases consist of real estate and equipment and have remaining terms ranging from 1 year to approximately 4 years. The Company has no financing leases. The following table summarizes the Company’s operating leases as presented on its condensed consolidated balance sheet as of March 31, 2019 (unaudited): Assets: Operating lease right-of-use $ 368 Liabilities: Operating lease liabilities, current portion $ 88 Operating lease liabilities, long term portion 333 Total operating lease liabilities $ 421 Future minimum lease payments under the operating leases are as follows as of March 31, 2019 (unaudited): 2019 $ 102 2020 138 2021 138 2022 131 2023 24 Total lease payments 533 Less: imputed discount rate (112 ) Total $ 421 Lease expense under operating leases, including leases of office equipment, was $31 and $20 for the three months ended March 31, 2019 and 2018 (unaudited), respectively. Lease payments made for the three months ended March 31, 2019 and 2018 (unaudited) were $34 and $26, respectively, with such amounts reflected the Condensed Consolidated Statement of Cash Flows in operating activities. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consist of the following: As of March 31, 2019 As of December 31, 2018 Accrued research projects $ 2,070 $ 942 Accrued professional fees 561 477 Accrued compensation and benefits 364 584 Other 84 70 $ 3,079 $ 2,073 |
Term Loan Payable
Term Loan Payable | 3 Months Ended |
Mar. 31, 2019 | |
Term Loan Payable | 6. Term Loan Payable On December 29, 2014, the Company entered into a loan and security agreement (the “Loan Agreement”) with Solar Capital, Ltd. (“Solar”) and Square 1 Bank (“Square 1”), together (the “Lenders”), which provided $15.0 million in debt financing (the “Term Loan”). On June 29, 2018, the maturity date of the Loan Agreement, the Company made its final payments of principal and interest due to the Lenders in connection with the Term Loan, as well as $450 in full payment of the final fee and $82 in full payment of the amendment fee. As a result, there were no outstanding borrowings under the Term Loan as of March 31, 2019 or December 31, 2018, and the Company’s obligations to the Lenders under the Loan Agreement, other than the obligations under the Success Fee Agreement as described below, were terminated. Under the terms of the Loan Agreement, the Company was obligated to pay the Lenders a Success Fee (“Success Fee”) upon the first occurrence of an Exit Event, as defined. The Exit Event included, among other things, the completion of a public offering of common stock. The amount of the Success Fee was equal to 4.5% of the $15.0 million Term Loan funded. The Success Fee Agreement was scheduled to terminate on the earlier to occur of (a) payment in full of the Success Fee pursuant to its terms, or (b) December 29, 2021. The completion of the IPO on May 9, 2019 (see Note 1) triggered the Success Fee payment obligation and the Company made payments to its Lenders totaling $675 in May 2019. Upon such payments, the Success Fee Agreement terminated. The Success Fee Agreement represented a free-standing financial instrument. Accordingly, the Company accounted for the Success Fee provision as a derivative under ASC 815, Derivatives and Hedging, and therefore recorded an obligation for loan success fee at its fair value on the closing date of each advance under the Loan Agreement. Upon recording such obligations for loan success fee, the Company also recorded an offsetting loan discount, which was accreted to interest expense in the Company’s Statements of Operations through the Term Loan’s maturity date. The Company adjusted these liabilities for the loan success fee to fair value at each reporting date they remain outstanding. The total fair value of these liabilities was determined to be $512 at March 31, 2019 and $460 at December 31, 2018. The Company recorded a non-cash non-cash non-current The fair values of the obligation for loan success fee have been estimated utilizing a probability-weighted income approach, including variables for the timing of the success event and other probability estimates. For the fair value calculations at March 31, 2019, significant inputs included the Success Fee rate of 4.5% of the Term Loan funded; a discount rate of 13.0%; weighted estimated time to Exit Event ranging from 0.1 to 2.9 years and probability estimates of several potential Exit Events ranging from 5.0% to 50.0%. For the fair value calculations at December 31, 2018, significant inputs included the Success Fee rate of 4.5% of the Term Loan funded; a discount rate of 13.0%; weighted estimated time to Exit Event ranging from 0.4 to 3.1 years and probability estimates of several potential Exit Events ranging from 5.0% to 40.0%. Interest expense on the Term Loan, comprised of interest payments, amortization of financing costs, accrual of final and amendment fees, and accretion of success fee are shown below for the three months ended March 31, 2018. There was no such interest expense on the Term Loan for the three months ended March 31, 2019. Three Months Ended March 31, 2018 Interest payments $ 80 Amortization of financing costs 12 Accrual of final and amendment fees 17 Accretion of success fee 14 $ 123 |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2019 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common Stock | 7. Common Stock As of March 31, 2019 (unaudited) and December 31, 2018, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 101,929,904 shares, respectively, of common stock with a par value of $0.001 per share. As of March 31, 2019 (unaudited) and December 31, 2018, the Company had reserved 11,530,381 and 10,690,261 shares of common stock, respectively, for the conversion of outstanding shares of Redeemable Convertible Preferred Stock, the exercise of outstanding stock options and the number of shares of common stock remaining available for future grant under the Company’s 2012 Stock Incentive Plan, as follows: March 31, 2019 December 31, 2018 Shares of common stock reserved for conversion of Series A preferred stock outstanding 2,178,535 2,154,572 Shares of common stock reserved for conversion of Series B preferred stock outstanding 3,046,601 3,011,392 Shares of common stock reserved for conversion of Series C preferred stock outstanding 5,100,121 4,311,279 Shares of common stock reserved for future issuance under the 2012 Stock Incentive Plan 1,205,124 1,213,018 11,530,381 10,690,261 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Redeemable Convertible Preferred Stock [Abstract] | |
Redeemable Convertible Preferred Stock | 8. Redeemable Convertible Preferred Stock As of each of March 31, 2019 (unaudited) and December 31, 2018, under the Company’s certificate of incorporation, the authorized number of shares of redeemable convertible preferred stock was 86,197,030. See Note 1 with respect to the Company’s IPO and the conversion of its redeemable convertible preferred stock into shares of its common stock. The Company’s redeemable convertible preferred stock is redeemable on or after July 14, 2020 and carries a cumulative coupon dividend rate of 6%. The redemption amount per share for a share of redeemable convertible preferred stock is the greater of (A) the applicable original issue price per share for such series of redeemable convertible preferred stock, plus any of the dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon, and (B) the fair market value per share of redeemable convertible preferred stock, as described below under Redemption Rights. paid-in Issuance of Series A Redeemable Convertible Preferred Stock On December 4, 2012, the Company entered into the Series A Preferred Stock Purchase Agreement (the “Series A Purchase Agreement”) with TPG and nine other holders of the Company’s convertible notes that were issued in 2011 and 2012 (the “Series A Investors”). Pursuant to the Series A Purchase Agreement, the Company issued 6,000,000 shares (the “Series A Initial Closing”) of Series A Preferred Stock to TPG at a purchase price of $1.00 per share, resulting in proceeds, net of $128 in issuance costs, of $5.9 million (the “Series A Financing”). Concurrently, convertible notes held by the Series A Investors totaling $564, including accrued interest, were automatically converted at a conversion price of $0.467 per share in accordance with calculations specified in the applicable note purchase agreement, and the Company issued 1,207,923 shares of Series A Preferred Stock in settlement of the convertible notes. The Series A Purchase Agreement also provided for the sale of 4,000,000 additional shares of Series A Preferred Stock (the “Series A Milestone Shares”) to TPG at a purchase price of $1.00 per share upon the Company’s achievement of specified Milestone Events, as defined in the Series A Purchase Agreement, involving the Company’s Phase 1b clinical trial in uremic pruritus and a pending patent application. In the event the Milestone Events were not achieved, TPG had the right to purchase the Series A Milestone Shares, in full or in part, under the same terms and conditions as the Series A Initial Closing, including the $1.00 per share purchase price, on or before June 30, 2014. In addition, TPG had the right to purchase, under the same terms and conditions as the Series A Initial Closing, including the $1.00 per share purchase price, the lesser of 2,500,000 additional shares of Series A Preferred Stock (the “Additional Series A Preferred Shares”) and the number of shares of Series A Preferred Stock equal to 25% of the total number of shares of Series A Preferred Stock it previously purchased for cash under the Series A Purchase Agreement. This additional right was exercisable until the date six months after the completion date of the Company’s Phase 2b/3 clinical trial of nalbuphine ER in patients with uremic pruritus. On December 26, 2013, TPG purchased under a Series A Extension Preferred Stock Purchase Agreement (the “Series A Extension Purchase Agreement”) 6,500,000 additional shares of Series A Preferred Stock at $1.00 per share, which consisted of the Series A Milestone Shares and the Additional Series A Preferred Shares discussed above, resulting in proceeds, net of $39 in issuance costs, of $6.5 million. This agreement also provided that the Company could sell up to 2,000,000 additional shares at $1.00 per share to existing stockholders deemed accredited investors within 45 days of the December 26, 2013 closing. In January 2014, the Company issued 1,680,000 shares of Series A Preferred Stock to eight of the Series A Investors at $1.00 per share, as provided for as Additional Closings under the Series A Extension Purchase Agreement, resulting in proceeds, net of $7 in issuance costs, of $1.7 million. The Company recorded this issuance at its fair value of $1.08 per share, totaling $1.8 million before financing costs, resulting in a discount on this issuance in the amount of $134, which amount is being amortized out of the carrying value of Series A Preferred Stock over the expected redemption period, which is three years from July 14, 2017, the date of the First Tranche Closing of the Series C Preferred Stock Financing (each such term as defined below), or July 14, 2020 (the “Redemption Period”). Such amortization totaled $1 for the three months ended March 31, 2019 and 2018 (unaudited), respectively. Holders of Series C Preferred Stock receive a higher liquidation preference than the holders of Series A Preferred Stock and Series B Preferred Stock. (See Liquidation Preferences note below) Issuance of Series B Redeemable Convertible Preferred Stock On May 23, 2014, the Company entered into the Series B Preferred Stock Purchase Agreement (the “Series B Purchase Agreement”) with TPG. Pursuant to the Series B Purchase Agreement, the Company issued 13,043,478 shares (the “Series B Initial Closing”) of Series B Preferred Stock to TPG at a purchase price of $1.15 per share, resulting in proceeds, net of $56 in issuance costs, of $15.0 million. The Series B Purchase Agreement also provided for the sale of 4,347,826 additional shares of Series B Preferred Stock (the “Series B Milestone Shares”) to TPG at a purchase price of $1.15 per share upon the Company’s achievement of specified Milestone Events, as defined in the Series B Purchase Agreement, involving the Company’s Phase 2b/3 clinical trial of nalbuphine ER in patients with uremic pruritus; its planned Phase 2 clinical trial of nalbuphine ER in patients with pruritus associated with prurigo nodularis; and a pending patent application. In the event the Milestone Events were not achieved, TPG had the right to purchase the Series B Milestone Shares, in full or in part, under the same terms and conditions as the Series B Initial Closing, at a purchase price of $1.15 per share, on or before November 30, 2015. In addition, TPG had the right to purchase, on the same terms and conditions as the Series B Initial Closing, including the $1.15 per share purchase price, the lesser of 4,347,826 additional shares of Series B Preferred Stock and the number of shares equal to 25% of the total number of shares it previously purchased for cash under the Series B Purchase Agreement (the “Additional Series B Shares”). This additional right was exercisable until the date six months after the completion date of the Company’s Phase 2b/3 clinical trial of nalbuphine ER in patients with uremic pruritus. On October 30, 2014, TPG exercised its rights described above and purchased under an Additional Closing Agreement (the “Series B Second Closing”) 8,695,652 additional shares of Series B Preferred Stock at $1.15 per share, which consisted of the Series B Milestone Shares and the Additional Series B Shares. This agreement also provided for the Company to sell 869,565 additional shares of Series B Preferred Stock at $1.15 per share to an existing stockholder. The Series B Second Closing resulted in proceeds, net of $19 in issuance costs, of $11.0 million. The Company recorded this issuance at its fair value of $1.10 per share, totaling $10.5 million, net of financing costs, resulting in a premium on this issuance in the amount of $478, which amount is being accreted into the carrying value of the Series B Preferred Stock over the Redemption Period. Such accretion totaled $5 for the three months ended March 31, 2019 and 2018 (unaudited), respectively. Holders of Series C Preferred Stock receive a higher liquidation preference than the holders of Series A Preferred Stock and Series B Preferred Stock. (See Liquidation Preferences note below) Issuance of Series C Redeemable Convertible Preferred Stock On July 14, 2017, the Company entered into the Series C Purchase Agreement with TPG and other institutional investors (the “Series C Initial Purchasers”) for the issuance of $50.5 million of its Series C Preferred Stock. The Series C Purchase Agreement provided for the Company’s Series C Preferred Stock to be issued in two tranches, with the closing of the first tranche on July 14, 2017 (the “First Tranche Closing”) and the closing of the second tranche to occur following a determination by the Company’s board of directors that the Company’s cash and cash equivalents at such time are not sufficient to fund its operations for a period of three months following such determination (the “Second Tranche Closing”). Upon the First Tranche Closing, the Company issued 20,547,946 shares of its Series C Preferred Stock at a purchase price of $1.46 per share, resulting in proceeds of $29.7 million, net of issuance costs of $291. Also party to the Series C Purchase Agreement are eleven holders of the Company’s Convertible Notes (together with the Initial Purchasers and the Series C Additional Purchasers, as defined below, the “Series C Investors”). Concurrently with the First Tranche Closing and pursuant to the Series C Purchase Agreement, the outstanding principal on the Company’s Convertible Notes, totaling $10.6 million, and all accrued interest thereon, totaling $564, were automatically converted at the Mandatory Conversion Price of $1.095 per share, and the Company issued 10,181,233 shares of its Series C Preferred Stock in full settlement of the Convertible Notes. The Series C Purchase Agreement provided for a subsequent closing (the “Special Closing”), on the same terms and conditions as the First Tranche Closing, including the $1.46 per share purchase price, and on October 11, 2017, the Special Closing occurred, resulting in the issuance to two additional investors (the “Series C Additional Purchasers”) of 101,707 shares of the Company’s Series C Preferred Stock, at a purchase price of $1.46 per share, resulting in proceeds of $129, net of issuance costs of $19. On November 12, 2017, one of the Series C Additional Purchasers purchased its second tranche shares pursuant to an election under the Series C Purchase Agreement, resulting in the issuance of 55,621 shares of the Company’s Series C Preferred Stock at a purchase price of $1.46 per share, resulting in proceeds of $81. On August 28, 2018, the Company amended the Series C Purchase Agreement to provide that a portion of the shares of Series C Preferred Stock that would otherwise be issued and sold at the Second Tranche Closing would instead be issued and sold at a third tranche closing (the “Third Tranche Closing”), with such closing to occur following a determination by the Company’s board of directors that the Company’s cash and cash equivalents at such time are not sufficient to fund its operations for a period of three months following such determination. On August 30, 2018, the Company completed the Second Tranche Closing, resulting in the issuance of 7,211,165 shares of the Company’s Series C Preferred Stock, at a purchase price of $1.46 per share, resulting in proceeds of $10.5 million, net of issuance costs of $32. On January 18, 2019, the Company completed the Third Tranche Closing, resulting in the issuance of 6,849,315 shares of the Company’s Series C Preferred Stock, at a purchase price of $1.46 per share, resulting in proceeds of $10.0 million, net of issuance costs of $37 . Series C Redeemable Convertible Preferred Stock Liability and Changes in Fair Value As discussed above, the Series C Purchase Agreement provides for the issuance and sale of Series C Preferred Stock in three separate tranches. The tranches represent a freestanding financial instrument under ASC 480 and require fair value accounting until they are settled. The Company recognizes a liability on its Consolidated Balance Sheet for the obligations under this financial instrument. The Company adjusts this liability to fair value at each reporting date, as applicable, and recognizes any changes in fair value of the Series C Preferred Stock in its Consolidated Statements of Operations as a component of other income (expense) and in net loss. The Company will continue to recognize changes in the fair value of this liability through the closing of the third tranche. Accordingly, for the year ended December 31, 2018, the Company recorded the Series C redeemable convertible preferred stock liability at its fair value of $2.1 million, with a corresponding charge to other income (expense) in the Company’s Consolidated Statement of Operations. Upon the Second Tranche Closing in August 2018, as described above, $1.0 million was reclassified to Series C Preferred Stock. As a result, at December 31, 2018, the fair value of this liability, relating to the outstanding third tranche, was determined to be $1.1 million and was reclassified to Series C Preferred Stock upon the Third Tranche Closing in January 2019. The fair value of the Series C redeemable convertible preferred stock liability has been estimated as the excess, if any, of the fair value per share of the Company’s Series C Preferred Stock, as described below under Redemption Rights Holders of Series C Preferred Stock receive a higher liquidation preference than the holders of Series A Preferred Stock and Series B Preferred Stock. (See Liquidation Preferences note below) As of each balance sheet date presented, redeemable convertible preferred stock consisted of the following (in thousands, except share amounts): As of March 31, 2019 Preferred Shares Authorized Preferred Shares Issued and Outstanding Carrying Value Liquidation Preference Common Shares Issuable Upon Conversion Series A redeemable convertible preferred stock 15,387,923 15,387,923 $ 21,169 $ 20,696 2,178,535 Series B redeemable convertible preferred stock 22,608,695 22,608,695 33,943 33,284 3,046,601 Series C redeemable convertible preferred stock 48,200,412 44,946,987 73,039 70,739 5,100,121 86,197,030 82,943,605 $ 128,151 $ 124,719 10,325,257 As of December 31, 2018 Preferred Shares Authorized Preferred Shares Issued and Outstanding Carrying Value Liquidation Preference Common Shares Issuable Upon Conversion Series A redeemable convertible preferred stock 15,387,923 15,387,923 $ 21,033 $ 20,469 2,154,572 Series B redeemable convertible preferred stock 22,608,695 22,608,695 33,686 32,900 3,011,392 Series C redeemable convertible preferred stock 48,200,412 38,097,672 61,023 59,798 4,311,279 86,197,030 76,094,290 $ 115,742 $ 113,167 9,477,243 Dividends Dividends on outstanding shares of Series A, Series B and Series C Preferred Stock accrue at a rate of 6% per annum on their original purchase price of $1.00, $1.15 and $1.46 per share, respectively (the “Accruing Dividends”), whether or not declared, and are cumulative. However, Accruing Dividends on the Company’s outstanding redeemable convertible preferred stock are payable only when, as and if declared by the Company’s board of directors, or upon liquidation, redemption or conversion. No dividends may be paid to the holders of the Company’s common stock unless equivalent dividends have been declared and paid on the Company’s outstanding Series A, Series B and Series C Preferred Stock. No dividends have been declared or paid by the Company through March 31, 2019 (unaudited) or December 31, 2018. Accrued dividends totaled $17.7 million and $16.2 million as of March 31, 2019 (unaudited) and December 31, 2018, respectively. Such amounts are included in the carrying values of Series A, Series B and Series C Preferred Stock, and in the accumulated deficit on the Company’s Condensed Consolidated Balance Sheets at March 31, 2019 (unaudited) and December 31, 2018. Liquidation Preferences In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, the holders of shares of Series C Preferred Stock then outstanding are entitled to be paid out of the assets of the Company that are available for distribution to its stockholders, before any payments are made to the holders of Series A Preferred Stock, Series B Preferred Stock or common stock by reason of their ownership thereof, an amount per share equal to the Series C Preferred Stock original issue price of $1.46 per share, plus any Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon. If upon any such liquidation, dissolution or winding up of the Company or deemed liquidation event, the assets of the Company available for distribution to its stockholders are insufficient to pay the holders of shares of Series C Preferred Stock the full amount to which they are entitled, the holders of Series C Preferred Stock are entitled to share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares of Series C Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, the holders of shares of Series A Preferred Stock and Series B Preferred Stock then outstanding are entitled to be paid out of the assets of the Company available for distribution to its stockholders after the payment of all preferential amounts required to be paid to the holders of shares of Series C Preferred Stock but before any payment is made to the holders of common stock by reason of their ownership thereof, (i) an amount per share equal to the Series A original issue price of $1.00 per share in the case of the Series A Preferred Stock, plus any Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon, and (ii) an amount per share equal to the Series B original issue price of $1.15 per share in the case of the Series B Preferred Stock, plus any Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon. If upon any such liquidation, dissolution or winding up of the Company or deemed liquidation event, the assets of the Company available for distribution to its stockholders are insufficient to pay the holders of shares of Series A Preferred Stock and Series B Preferred Stock the full amount to which they are entitled (after the payment in full of all preferential amounts required to be paid to the holders of shares of Series C Preferred Stock), the holders of shares of Series A Preferred Stock and Series B Preferred Stock are entitled to share ratably in any distribution of the assets available for distribution in respect of such shares in proportion to the respective amounts which would otherwise be payable in respect of the share of Series A Preferred Stock and Series B Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, after the payment of all preferential amounts required to be paid to the holders of shares of redeemable convertible preferred stock, the remaining assets of the Company available for distribution to its stockholders would be distributed among the holders of the shares of redeemable convertible preferred stock and common stock, in proportion to the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted into common stock pursuant to the terms of the Company’s certificate of incorporation immediately prior to such dissolution, liquidation or winding up of the Company. Redemption Rights The Company’s certificate of incorporation provides that, unless prohibited by Delaware law governing distributions to stockholders, shares of the redeemable convertible preferred stock must be redeemed by the Company in three annual installments commencing not more than 60 days after receipt by the Company, at any time on or after July 14, 2020, of written notice from the holders of at least a majority of the outstanding shares of redeemable convertible preferred stock, voting together as a single class on an as-converted In that event, unless prohibited by Delaware law governing distributions to stockholders, generally in connection with an insolvent corporation, shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, respectively, are redeemed by the Company at a price equal to the greater of (A) the applicable original issue price per share for such series of redeemable convertible preferred stock, plus any Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon, which totaled $20.7 million for Series A Preferred Stock, $33.3 million for Series B Preferred Stock and $70.7 million for Series C Preferred Stock at March 31, 2019 (unaudited), and (B) the fair market value per share of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, as the case may be, as of the date of the Company’s receipt of the Redemption Request. For purposes of these redemption rights, the fair market value per share of the Series A Preferred Stock is the value per share of Series A Preferred Stock as mutually agreed upon by the Company and the holders of 60% of the shares of Series A Preferred Stock then outstanding, and, in the event that they are unable to reach agreement, by a third-party appraiser agreed to by the Company and the holders of a majority of the shares of Series A Preferred Stock then outstanding; the fair market value per share of the Series B Preferred Stock is the value per share of Series B Preferred Stock as mutually agreed upon by the Company and the holders of 60% of the shares of Series B Preferred Stock then outstanding, and, in the event that they are unable to reach agreement, by a third-party appraiser agreed to by the Company and the holders of a majority of the shares of Series B Preferred Stock then outstanding; and the fair market value per share of the Series C Preferred Stock is the value per share of Series C Preferred Stock as mutually agreed upon by the Company and the holders of 66 2/3% of the shares of Series C Preferred Stock then outstanding, and, in the event that they are unable to reach agreement, by a third-party appraiser agreed to by the Company and the holders of a majority of the shares of Series C Preferred Stock then outstanding. As a result of the redemption rights described above, the carrying values of Series A Preferred Stock of $21.2 million and $21.0 million as of March 31, 2019 (unaudited) and December 31, 2018, respectively, Series B Preferred Stock of $33.9 million and $33.7 million as of March 31, 2019 (unaudited) and December 31, 2018, respectively, and Series C Preferred Stock of $73.0 million and $61.0 million as of March 31, 2019 (unaudited) and December 31, 2018, respectively, have been classified as temporary equity, and are presented between liabilities and stockholders’ equity on the Company’s Condensed Consolidated Balance Sheets in accordance with ASC 480. The Company will accrete the carrying value of the redeemable convertible preferred stock up to the expected redemption value over the estimated Redemption Period. At March 31, 2019 (unaudited), the fair value of the Company’s Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock was determined utilizing a probability-weighted modeling approach that included both IPO and non-IPO based scenarios. The non-IPO based scenarios included the fair value estimates of the Company’s common stock, before marketability discount, of $0.37, and each issue of its redeemable convertible preferred stock of: $0.82 for its Series A Preferred Stock; $0.86 for its Series B Preferred Stock; and $1.44 for its Series C Preferred Stock, each calculated at December 31, 2018 as described below, as there were no clinical development milestones either achieved or not achieved during the period, and it was deemed that the Company’s total equity value had not changed to any significant degree though the March 31, 2019 (unaudited) measurement date. Additional significant inputs utilized for the non-IPO based scenario was a probability factor of 50% and a marketability discount of 20% applied in arriving at the fair value of the common stock. The IPO-based scenario utilized an expected pre-money valuation upon IPO; cost of equity estimate of 15%; estimated time to IPO date of 0.12 years; and probability factor of 50%. At December 31, 2017, the fair value of the Company’s Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock was determined utilizing the OPM; whereby each class of stock is modeled as a call option with a unique claim on the assets of the Company. Stock characteristics that were incorporated directly into the option valuation model include liquidation preferences, participation features, convertibility features and ratios, and value-sharing between classes of stock. The Company’s equity value was estimated by employing a back-solving approach to determine its implied equity value at December 31, 2017 based on the initial closing of the Series C Preferred Stock financing completed in July 2017. A Black-Scholes options pricing approach was utilized under the OPM to determine the fair value of each security, with significant inputs including a $1.44 fair value of the Series C Preferred Stock, a risk-free rate of 1.95%, volatility of 78.0% and a probability-weighted estimate of time to liquidity event of 2.71 years. Financing costs of approximately $166 that were netted against the proceeds from the 2013 and 2012 Series A Preferred Stock financings are being accreted to Series A Preferred Stock over the period from their respective issuance dates to the earliest redemption date of July 14, 2020. The Company recorded $1 in accretion for financing costs for the three months ended March 31, 2019 and 2018 (unaudited ), respectively, with such amounts included in accumulated deficit. In addition, the investor rights/obligation that was allocated from proceeds from the Series A Preferred Stock financings of $2.8 million, less $520 representing its fair value on the date of its exercise as noted above, is being accreted over the Redemption Period. The Company recorded $14 in accretion of investor rights/obligation in the three months ended March 31, 2019 and 2018 (unaudited), respectively, with such amounts included in accumulated deficit. Financing costs of approximately $76 that were netted against the proceeds from the 2014 Series B Preferred Stock financings are being accreted to Series B Preferred Stock over the period from their respective issuance dates to the earliest redemption date of July 14, 2020. The Company recorded $1 and $3 in accretion for financing costs in the three months ended March 31, 2019 (unaudited) and the year ended December 31, 2018, respectively, with such amounts included in accumulated deficit. In addition, the investor rights/obligation that was allocated from proceeds from the Series B Preferred Stock financings of $2.0 million is being accreted over the remaining Redemption Period discussed above. The Company recorded $19 and $20 in accretion of Series B Preferred Stock investor rights/obligation in the three months ended March 31, 2019 and 2018 (unaudited), respectively, with such amounts included in accumulated deficit. Financing costs of approximately $379 that were netted against the proceeds from the 2017, 2018 and 2019 Series C Preferred Stock financings are being accreted to Series C Preferred Stock over the period from their respective issuance dates to the earliest redemption date of July 14, 2020. The Company recorded $35 and $25 in accretion for financing costs in the three months ended March 31, 2019 and 2018 (unaudited), respectively, with such amounts included in accumulated deficit. Optional Conversion Each holder of Series A, Series B or Series C Preferred Stock may convert any or all of such holder’s redeemable convertible preferred stock into common stock at any time. Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock is convertible into such number of shares of common stock as is determined by dividing the original issue price of such series by the conversion price for such series in effect at the time of conversion. As of March 31, 2019 (unaudited) and December 31, 2018, each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock was convertible into common stock at a one-to-one conversion ratio. In addition, upon conversion of shares of Series A, Series B or Series C Preferred Stock, a holder is entitled to receive, at the election of the holder, either (i) payment in cash of any Accruing Dividends declared but unpaid thereon, or (ii) such number of shares of common stock as is determined by dividing the Accruing Dividends for such share of Series A, Series B or Series C Preferred Stock, by the applicable conversion price for such series of redeemable preferred stock in effect at the time of conversion. The conversion prices for Series A, Series B or Series C Preferred Stock are subject to adjustment based on certain events specified in the Company’s certificate of incorporation, including anti-dilution adjustments. Mandatory Conversion Upon the closing of a qualified public offering of common stock, as defined in the Company’s certificate of incorporation, or approval of (i) the holders of at least 60% of the Series A Preferred Stock then outstanding, voting separately as a class, (ii) the holders of at least 60% of the Series B Preferred Stock then outstanding, voting separately as a class and (iii) the holders of at least 66 2/3% of the Series C Preferred Stock then outstanding, voting separately as a class, all outstanding shares of redeemable convertible preferred stock automatically convert into common stock at the then-applicable conversion rate for such shares. Voting Rights Except as otherwise provided by law or by the other provisions of the Company’s certificate of incorporation, the holders of redeemable convertible preferred stock are entitled to vote as one class with the holders of common stock on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of a meeting), and each holder of outstanding shares of redeemable convertible preferred stock is entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of redeemable convertible preferred stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on the matter. The holders of record of the shares of the Company’s Series B Preferred Stock, exclusively and as a separate class, are entitled to elect two directors of the Company, the holders of record of the shares of Series C Preferred Stock, exclusively, and as a separate class, are entitled to elect three directors of the Company, and the holders of record of the shares of common stock of the Company, exclusively and as a separate class, are entitled to elect two directors of the Company. Registration Rights The holders of shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock have certain registration rights as set forth in an investors’ rights agreement between the Company and certain of its stockholders. |
Stock-Based Awards
Stock-Based Awards | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Awards | 9. Stock-Based Awards The Company’s 2012 Stock Incentive Plan (the “Plan”), as amended, was adopted by the Company’s board of directors and stockholders. The Company’s board of directors administers the Plan. The Plan provides for the issuance of stock-based awards to the Company’s employees, officers and directors, as well as non-employee/consultants On May 30, 2018, the Company’s board of directors adopted a resolution to amend the Plan, thereby giving authority to the Company to grant awards under the Plan for up to 1,245,903 shares of common stock. Options granted under the Plan have a maximum term of ten years. Options vest over four years based on varying vesting schedules including: 25% vesting on the first anniversary date of grant and the balance ratably over the next 36 months or vesting in equal monthly or quarterly installments over four years. As of March 31, 2019 (unaudited) and December 31, 2018, respectively, options to purchase 1,059,057 and 1,077,148 shares of common stock were granted and outstanding, net of cancelations. No stock options were granted during the three months ended March 31, 2019 and 2018 (unaudited). During the three months ended March 31, 2019 and 2018 (unaudited), stock options were exercised for 7,894 and 5,679 shares of common stock, respectively. During the three months ended March 31, 2019 (unaudited), stock options to purchase 10,197 shares of the Company’s common stock were forfeited. No stock options were forfeited during the three months ended March 31, 2019 (unaudited). During the three months ended, March 31, 2019 and 2018 (unaudited), no stock options expired. A summary of the Company’s option activity is as follows: Number of Option Shares Weighted Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2018 1,077,148 $ 3.90 7.8 $ 5,857 Granted - — Forfeited (10,197 ) 3.04 Expired — — Exercised (7,894 ) 3.04 Outstanding as of March 31, 2019 (unaudited) 1,059,057 $ 3.90 7.4 $ 5,745 Options vested as of March 31, 2019 (unaudited) 540,706 $ 2.38 6.0 $ 3,750 Options unvested as of March 31, 2019 (unaudited) 518,351 $ 5.51 9.0 $ 1,995 The aggregate fair value of stock options that vested during the three months ended March 31, 2019 and 2018 (unaudited) was $68 and $39, respectively. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2019 and 2018 (unaudited) $50 and $6, respectively. The following table summarizes the classifications of stock-based compensation expenses recognized in the Condensed Consolidated Statements of Operations: Three Months Ended March 31, 2019 2018 Research and development expense $ 22 $ 36 General and administrative expense 124 52 $ 146 $ 88 As of March 31, 2019 (unaudited), total unrecognized compensation cost related to the unvested share-based awards was $1.6 million, which is expected to be recognized over a weighted average period of 3.0 years. In April 2019, the Company’s board of directors adopted the 2019 Stock Incentive Plan (the “2019 Plan”), which became effective on May 7, 2019. The 2019 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. Our employees, officers, directors, consultants and advisors are eligible to receive awards under the 2019 Plan. Incentive stock options, however, may only be granted to our employees. The 2019 Plan will be administered by the Company’s board of directors or by a committee appointed by the Company’s board of directors. In April 2019, the Company’s board of directors adopted the 2019 Employee Stock Purchase Plan (the “2019 ESSP”), which became effective on May 7, 2019. The 2019 ESPP will be administered by the Company’s board of directors or by a committee appointed by the Company’s board of directors. All of the Company’s employees or employees of any designated subsidiary, as defined in the 2019 ESPP, are eligible to participate in the 2019 ESPP, provided that: • such person is customarily employed by the Company or a designated subsidiary for more than 20 hours a week and for more than five months in a calendar year; • such person has been employed by the Company or by a designated subsidiary for at least three months prior to enrolling in the 2019 ESPP; and • such person was an employee of the Company or an employee of a designated subsidiary on the first day of the applicable offering period under the 2019 ESPP. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes During the three months ended March 31, 2019 and 2018 (unaudited), the Company maintained a full valuation allowance on deferred tax assets due to excess research and development credits. Therefore, the Company has not recorded a provision for income taxes. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. Net Loss per Share The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: Three Months Ended March 31, 2019 2018 Net loss $ (4,802 ) $ (4,051 ) Plus: Dividends accrued on redeemable convertible preferred stock 203 195 Plus: Accretion of redeemable convertible preferred stock (1,553 ) (1,280 ) Adjusted net loss attributable to common stockholders $ (6,152 ) $ (5,136 ) Weighted average common shares used in net loss per share attributable to common stockholders, basic and diluted 444,132 434,567 Basic and diluted net loss per common share outstanding $ (13.85 ) $ (11.82 ) The Company’s potential dilutive securities, which include stock options and redeemable convertible preferred stock, have been excluded from the computation of diluted net loss per share attributable to common stockholders whenever the effect of including them would be to reduce the net loss per share. In periods where there is a net loss, 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 potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2019 2018 Series A preferred stock 15,387,923 15,387,923 Series B preferred stock 22,608,695 22,608,695 Series C preferred stock 44,946,987 38,097,672 Outstanding stock options 1,059,057 1,077,148 84,002,662 77,171,438 |
Collaborative and Licensing Agr
Collaborative and Licensing Agreements | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative and Licensing Agreements | 12. Collaborative and Licensing Agreements The Company enters into collaborative and licensing agreements with pharmaceutical companies to in-license, Endo Pharmaceuticals Inc. In May 2011, the Company entered into an agreement with Penwest Pharmaceuticals Co. (“Penwest”) (subsequently merged into its parent, Endo Pharmaceuticals Inc. (“Endo”)) for an exclusive worldwide sublicenseable license under certain patent rights and know-how Under the license agreement, the Company paid Penwest a non-creditable, non-refundable mid-single-digit low-to-mid The Company’s royalty obligation with respect to each licensed product in each country commences upon the first commercial sale of the product in that country and extends until the later of the expiration, unenforceability or invalidation of the last valid claim of any licensed patent or application covering the licensed product in the country or the expiration of 10 years after the first commercial sale of the licensed product in the country, which period is referred to as the royalty term. Upon the expiration of the royalty term for a product in a country, the Company is thereafter obligated to pay a low single-digit know-how Under the agreement, the Company has granted Endo a non-exclusive, Both the Company and Endo have the right to terminate the agreement if the other party materially breaches the agreement and fails to cure the breach within specified cure periods. Endo also has the right to terminate in the event the Company undergoes specified bankruptcy, insolvency or liquidation events, and the Company has the right to terminate the agreement at its convenience at any time on 180 days’ notice to Endo. Additionally, if the Company or any of the Company’s sublicensees challenge the validity or enforceability of any licensed patent rights covering a licensed product, and that challenge is not terminated within a specified period, the agreement will immediately terminate and all licenses granted under the agreement shall be revoked. Upon termination of the agreement, the Company must transfer to Endo all regulatory filings and approvals relating to the development, manufacture or commercialization of the licensed products and all trademarks, other than the Company’s corporate trademarks, then being used in connection with the licensed products. If the agreement is terminated under certain specified circumstances, the Company will be deemed to have granted Endo a perpetual, royalty-free (except for pass-through payments to third parties), worldwide, exclusive, sublicensable license, under any improvements the Company made to the licensed know-how, Exclusive License Agreement with Rutgers On November 6, 2018, the Company entered into an agreement with Rutgers, The State University of New Jersey (“Rutgers”) for an exclusive, worldwide, sublicensable license under certain patent rights controlled by Rutgers and for a non-exclusive, know-how Upon entering into the license agreement, the Company paid Rutgers a minimal upfront license issue fee, which was recorded as R&D expense in 2018 and agreed to pay Rutgers a minimal annual license fee. The Company may become obligated to make milestone payments to Rutgers in the aggregate of up to $331 based on the achievement of certain clinical, regulatory and sales milestones. The Company has also agreed to pay Rutgers a low single-digit percentage of certain income it receives from sublicensees and to pay tiered low single-digit royalties based on net sales of licensed products by the Company and its affiliates and sublicensees. The Company’s royalty obligation with respect to each licensed product in each country commences on the date of the first commercial sale of the licensed product in that country following receipt of marketing approval and extends until the later of the date of expiration, unenforceability or invalidation of the last valid claim of any licensed patent or patent application covering the licensed product in the country and 10 years after the first commercial sale of the first licensed product sold anywhere in the world, which period is referred to as the royalty term. Upon the expiration of the royalty term for a licensed product in a country, the license granted to us under the agreement shall become perpetual, fully paid-up, Restructuring Agreement with MentiNova, Inc. On November 6, 2018, concurrent with the signing of the agreement with Rutgers described above, the Company entered into a restructuring agreement with MentiNova, Inc. (“MentiNova”) for the purchase of specified information and know-how, Upon entering into the license agreement, the Company paid MentiNova an aggregate upfront payment of $119, which was recorded as R&D expense in 2018, subject to specified closing adjustments. The Company may become obligated to make milestone payments to MentiNova in the aggregate of up to $1,188 based on the achievement of certain clinical and regulatory milestones as well as tiered low single-digit royalties based on net sales of products containing nalbuphine as the sole active pharmaceutical ingredient that are developed by the Company using the Acquired Assets or the intellectual property licensed to the Company under the Rutgers agreement described above (the “Rutgers IP”) for indications that are within the scope of the Rutgers IP. The royalty is subject to reduction in certain circumstances. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies A significant portion of the Company’s development activities are outsourced to third parties under agreements, including with CROs, and contract manufacturers in connection with the production of clinical trial materials. These arrangements may require the Company to pay termination costs to the third parties for reimbursement of costs and expenses incurred in the event of the orderly termination of contractual services. The Company also has commitments under lease and licensing agreements. (Note 5 and Note 12) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements for the three months ended March 31, 2019 and 2018 included herein, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim information. Certain information and footnote disclosure typically prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations. The accompanying unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2018 included in the final prospectus for the IPO filed with the SEC on May 8, 2019. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include normal recurring adjustments necessary for the fair presentation of the Company’s interim financial statements presented. The results of operations for the interim periods are not necessarily indicative of the results expected for the full year or any subsequent period. The accompanying Condensed Consolidated Financial Statements include the accounts of Trevi Therapeutics, Inc. and its wholly-owned subsidiary Trevi Therapeutics Limited. Intercompany balances and transactions have been eliminated. All amounts presented are in thousands of dollars, except share and per share amounts, unless noted otherwise. The Company has evaluated events occurring subsequent to March 31, 2019 for potential recognition or disclosure in the condensed consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure other than those provided. |
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 at the date of the financial statements and the reported amounts of the expenses during the reporting periods. Significant estimates and assumptions reflected in these Condensed Consolidated Financial Statements include, but are not limited to the recognition of research and development expenses and the valuation of redeemable convertible preferred stock, common stock and stock-based awards. On an ongoing basis, management evaluates its estimates in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying interim Condensed Consolidated Balance Sheet as of March 31, 2019 and the Condensed Consolidated Statements of Operations, the Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit and the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018 are unaudited. The unaudited interim Condensed Consolidated Financial Statements have been prepared on the same basis as the audited annual Consolidated Financial Statements and, in the Company’s opinion, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statements of its financial position as of March 31, 2019 and the results of its operations and its cash flows for the three months ended March 31, 2019 and 2018. The consolidated financial data and other information disclosed in these notes related to the three months ended March 31, 2019 and 2018 are unaudited. The results for the three months ended March 31, 2019 and 2018 are not necessarily indicative of results to be expected for the year ending December 31, 2019, any other interim period, or any future year or period. |
Fair Value Measurements | Fair Value Measurements The Company’s financial instruments consist of cash and cash equivalents, income tax receivable, accounts payable, accrued expenses, term loan payable, Series C redeemable convertible preferred stock liability and obligation for loan success fee. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. The carrying amounts of cash and cash equivalents, income tax receivable, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short term nature of those instruments. The fair value of the obligation for loan success fee is estimated utilizing a probability-weighted income approach, including variables for the timing of the success event and other probability estimates. The fair value of Series C redeemable convertible preferred stock liability at December 31, 2018 has been estimated as the excess, if any, of the fair value of the Company’s Series C redeemable convertible preferred stock (“Series C Preferred Stock”) over the purchase price of any outstanding tranches that may be sold pursuant to the Series C Preferred Stock purchase agreement (the “Series C Purchase Agreement”). Current accounting guidance defines fair value, establishes a framework for measuring fair value in accordance with Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures Level 1—Observable inputs—quoted prices in active markets for identical assets and liabilities. Level 2—Observable inputs other than the quoted prices in active markets for identical assets and liabilities—such as quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, or other inputs that are observable or can be corroborated by observable market data. Level 3—Unobservable inputs—includes amounts derived from valuation models where one or more significant inputs are unobservable and require the company to develop relevant assumptions. The following table summarizes the financial liabilities measured at fair value on a recurring basis as of March 31, 2019 (unaudited) and December 31, 2018, and the basis for that measurement, by level within the fair value hierarchy (Note 6 and 8) Balance March 31, 2019 Level 1 Level 2 Level 3 Financial liabilities Obligation for loan success fee $ 512 $ — $ — $ 512 $ 512 $ — $ — $ 512 Balance December 31, 2018 Level 1 Level 2 Level 3 Financial liabilities Series C redeemable convertible preferred stock liability $ 1,096 $ — $ — $ 1,096 Obligation for loan success fee 460 — — 460 $ 1,556 $ — $ — $ 1,556 The following table represents a roll-forward of the fair value of Level 3 instruments (significant unobservable inputs): March 31, December 31, 2019 2018 Financial liabilities Balance at beginning of year (1) $ 1,556 $ 322 Unrealized loss (gain) on Series C redeemable convertible preferred stock liability — 2,105 Unrealized loss (gain) on obligation for loan success fee 52 138 Net settlements (2) (1,096 ) (1,009 ) Ending balance $ 512 $ 1,556 (1) The balance at January 1, 2018 relates to the obligation for the loan success fee. (2) The net settlements in the three months ended March 31, 2019 (unaudited) relate to the $1,096 fair value of the Series C redeemable convertible preferred stock liability at the time the third tranche of Series C redeemable convertible preferred stock shares was issued. The net settlements in 2018 relate to the $1,009 fair value of the Series C redeemable convertible preferred stock liability at the time the second tranche of Series C redeemable convertible preferred stock shares was issued. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should the planned equity financing no longer be considered probable of being consummated, the deferred offering costs will be expensed immediately as a charge to operating expenses in the Condensed Consolidated Statements of Operations. Deferred offering costs capitalized as of March 31, 2019 (unaudited) and December 31, 2018 were $1,885 and $1,534, respectively. |
Basic and Diluted Net Income (Loss) per Common Share | Basic and Diluted Net Income (Loss) per Common Share Basic and diluted net loss per common share outstanding is determined by dividing net loss, as adjusted for accretion and accrued dividends on redeemable convertible preferred stock, by the weighted average common shares outstanding during the period. For all periods presented, outstanding shares of Series A redeemable convertible preferred stock (“Series A Preferred Stock”), shares of Series B redeemable convertible preferred stock (“Series B Preferred Stock”), shares of Series C redeemable convertible preferred stock (“Series C Preferred Stock”) and shares issuable upon exercise of stock options have been excluded from the calculation because their effects would be anti-dilutive. Therefore, the weighted average common shares used to calculate both basic and diluted net loss per share are the same. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02 titled Leases The Company adopted this new guidance as of January 1, 2019, which included an assessment of the impact of the new guidance on the condensed consolidated financial statements. The Company utilized the transition practical expedient added by the FASB, which eliminated the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption. The Company elected to use the package of practical expedients that allowed the Company to not reassess: (1) whether any expired or existing contracts were or contained leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. The Company additionally used the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component. The adoption of this standard resulted in the recognition of a right-of-use asset of approximately $379 and related lease liabilities of approximately $424 related to the Company’s operating lease commitments on the Condensed Consolidated Balance Sheet as of January 1, 2019 (Note 4). Recently Issued Accounting Pronouncements There have been no new accounting pronouncements during the three months ended March 31, 2019, as compared to the recent accounting pronouncements described in Note 2 to the Company’s audited consolidated financial statements for the year ended December 31, 2018 included in the final prospectus for the IPO, which could be expected to materially impact the Company’s unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value, Financial Liabilities Measured on Recurring Basis | Balance March 31, 2019 Level 1 Level 2 Level 3 Financial liabilities Obligation for loan success fee $ 512 $ — $ — $ 512 $ 512 $ — $ — $ 512 Balance December 31, 2018 Level 1 Level 2 Level 3 Financial liabilities Series C redeemable convertible preferred stock liability $ 1,096 $ — $ — $ 1,096 Obligation for loan success fee 460 — — 460 $ 1,556 $ — $ — $ 1,556 |
Schedule of Fair Value, Financial Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table represents a roll-forward of the fair value of Level 3 instruments (significant unobservable inputs): March 31, December 31, 2019 2018 Financial liabilities Balance at beginning of year (1) $ 1,556 $ 322 Unrealized loss (gain) on Series C redeemable convertible preferred stock liability — 2,105 Unrealized loss (gain) on obligation for loan success fee 52 138 Net settlements (2) (1,096 ) (1,009 ) Ending balance $ 512 $ 1,556 (1) The balance at January 1, 2018 relates to the obligation for the loan success fee. (2) The net settlements in the three months ended March 31, 2019 (unaudited) relate to the $1,096 fair value of the Series C redeemable convertible preferred stock liability at the time the third tranche of Series C redeemable convertible preferred stock shares was issued. The net settlements in 2018 relate to the $1,009 fair value of the Series C redeemable convertible preferred stock liability at the time the second tranche of Series C redeemable convertible preferred stock shares was issued. |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Prepaid Expense, Current [Abstract] | |
Schedule Of Prepaid Expenses | Prepaid expenses consist of the following: As of March 31, 2019 As of December 31, 2018 Prepaid R&D payments $ 1,593 $ 1,337 Prepaid corporate insurance 37 59 Other 38 42 $ 1,668 $ 1,438 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule Of Balance Sheet Information Related To Operating Leases | The following table summarizes the Company’s operating leases as presented on its condensed consolidated balance sheet as of March 31, 2019 (unaudited): Assets: Operating lease right-of-use $ 368 Liabilities: Operating lease liabilities, current portion $ 88 Operating lease liabilities, long term portion 333 Total operating lease liabilities $ 421 |
Future minimum lease payments for non-cancellable operating leases | Future minimum lease payments under the operating leases are as follows as of March 31, 2019 (unaudited): 2019 $ 102 2020 138 2021 138 2022 131 2023 24 Total lease payments 533 Less: imputed discount rate (112 ) Total $ 421 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: As of March 31, 2019 As of December 31, 2018 Accrued research projects $ 2,070 $ 942 Accrued professional fees 561 477 Accrued compensation and benefits 364 584 Other 84 70 $ 3,079 $ 2,073 |
Term Loan Payable (Tables)
Term Loan Payable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Schedule of Components of Interest Expense of Term Loan | Interest expense on the Term Loan, comprised of interest payments, amortization of financing costs, accrual of final and amendment fees, and accretion of success fee are shown below for the three months ended March 31, 2018. There was no such interest expense on the Term Loan for the three months ended March 31, 2019. Three Months Ended March 31, 2018 Interest payments $ 80 Amortization of financing costs 12 Accrual of final and amendment fees 17 Accretion of success fee 14 $ 123 |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | As of March 31, 2019 (unaudited) and December 31, 2018, the Company had reserved 11,530,381 and 10,690,261 shares of common stock, respectively, for the conversion of outstanding shares of Redeemable Convertible Preferred Stock, the exercise of outstanding stock options and the number of shares of common stock remaining available for future grant under the Company’s 2012 Stock Incentive Plan, as follows: March 31, 2019 December 31, 2018 Shares of common stock reserved for conversion of Series A preferred stock outstanding 2,178,535 2,154,572 Shares of common stock reserved for conversion of Series B preferred stock outstanding 3,046,601 3,011,392 Shares of common stock reserved for conversion of Series C preferred stock outstanding 5,100,121 4,311,279 Shares of common stock reserved for future issuance under the 2012 Stock Incentive Plan 1,205,124 1,213,018 11,530,381 10,690,261 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Redeemable Convertible Preferred Stock [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock | As of each balance sheet date presented, redeemable convertible preferred stock consisted of the following (in thousands, except share amounts): As of March 31, 2019 Preferred Shares Authorized Preferred Shares Issued and Outstanding Carrying Value Liquidation Preference Common Shares Issuable Upon Conversion Series A redeemable convertible preferred stock 15,387,923 15,387,923 $ 21,169 $ 20,696 2,178,535 Series B redeemable convertible preferred stock 22,608,695 22,608,695 33,943 33,284 3,046,601 Series C redeemable convertible preferred stock 48,200,412 44,946,987 73,039 70,739 5,100,121 86,197,030 82,943,605 $ 128,151 $ 124,719 10,325,257 As of December 31, 2018 Preferred Shares Authorized Preferred Shares Issued and Outstanding Carrying Value Liquidation Preference Common Shares Issuable Upon Conversion Series A redeemable convertible preferred stock 15,387,923 15,387,923 $ 21,033 $ 20,469 2,154,572 Series B redeemable convertible preferred stock 22,608,695 22,608,695 33,686 32,900 3,011,392 Series C redeemable convertible preferred stock 48,200,412 38,097,672 61,023 59,798 4,311,279 86,197,030 76,094,290 $ 115,742 $ 113,167 9,477,243 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of the Company’s option activity is as follows: Number of Option Shares Weighted Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2018 1,077,148 $ 3.90 7.8 $ 5,857 Granted - — Forfeited (10,197 ) 3.04 Expired — — Exercised (7,894 ) 3.04 Outstanding as of March 31, 2019 (unaudited) 1,059,057 $ 3.90 7.4 $ 5,745 Options vested as of March 31, 2019 (unaudited) 540,706 $ 2.38 6.0 $ 3,750 Options unvested as of March 31, 2019 (unaudited) 518,351 $ 5.51 9.0 $ 1,995 |
Schedule of Stock-based Compensation Expenses Recognized | The following table summarizes the classifications of stock-based compensation expenses recognized in the Condensed Consolidated Statements of Operations: Three Months Ended March 31, 2019 2018 Research and development expense $ 22 $ 36 General and administrative expense 124 52 $ 146 $ 88 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: Three Months Ended March 31, 2019 2018 Net loss $ (4,802 ) $ (4,051 ) Plus: Dividends accrued on redeemable convertible preferred stock 203 195 Plus: Accretion of redeemable convertible preferred stock (1,553 ) (1,280 ) Adjusted net loss attributable to common stockholders $ (6,152 ) $ (5,136 ) Weighted average common shares used in net loss per share attributable to common stockholders, basic and diluted 444,132 434,567 Basic and diluted net loss per common share outstanding $ (13.85 ) $ (11.82 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2019 2018 Series A preferred stock 15,387,923 15,387,923 Series B preferred stock 22,608,695 22,608,695 Series C preferred stock 44,946,987 38,097,672 Outstanding stock options 1,059,057 1,077,148 84,002,662 77,171,438 |
Nature of the Business - Additi
Nature of the Business - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 09, 2019 | Apr. 22, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 26, 2013 |
Share price | $ 1 | ||||||
Net income loss | $ (4,802) | $ (4,051) | $ (20,500) | ||||
Retained earnings accumulated deficit | (115,480) | (109,498) | |||||
Cash and cash equivalents, at carrying value | 12,946 | $ 15,959 | $ 7,202 | $ 22,020 | |||
Proceeds from issue of shares | $ 62,600 | ||||||
Subsequent Event [Member] | |||||||
Stockholders equity reverse stock split | one-for 9.5 | ||||||
IPO [Member] | Subsequent Event [Member] | |||||||
Sale of stock during the period | 7,000,000 | ||||||
Share price | $ 10 | ||||||
Proceeds from public offering | $ 62,600 | ||||||
Underwriting discounts and commissions | 4,900 | ||||||
Stock issuance costs | $ 2,500 |
Schedule of Fair Value, Financi
Schedule of Fair Value, Financial Liabilities Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Financial liabilities | ||
Obligation for loan success fee | $ 512 | $ 460 |
Financial liabilities | 512 | 1,556 |
Fair Value, Inputs, Level 1 [Member] | ||
Financial liabilities | ||
Obligation for loan success fee | ||
Financial liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Financial liabilities | ||
Obligation for loan success fee | ||
Financial liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Financial liabilities | ||
Obligation for loan success fee | 512 | 460 |
Financial liabilities | $ 512 | 1,556 |
Series C Preferred Stock [Member] | ||
Financial liabilities | ||
Series C redeemable convertible preferred stock liability | 1,096 | |
Series C Preferred Stock [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Financial liabilities | ||
Series C redeemable convertible preferred stock liability | ||
Series C Preferred Stock [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Financial liabilities | ||
Series C redeemable convertible preferred stock liability | ||
Series C Preferred Stock [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Financial liabilities | ||
Series C redeemable convertible preferred stock liability | $ 1,096 |
Schedule of Fair Value, Finan_2
Schedule of Fair Value, Financial Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance at beginning of year | [1] | $ 1,556 | $ 322 | |
Net settlements | [2] | (1,096) | (1,009) | |
Ending balance | 512 | 1,556 | [1] | |
Series C Redeemable convertible Preferred Stock [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Change in Unrealized Gain (Loss) | 2,105 | |||
Obligations [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Change in Unrealized Gain (Loss) | $ 52 | $ 138 | ||
[1] | The balance at January 1, 2018 relates to the obligation for the loan success fee. | |||
[2] | The net settlements in the three months ended March 31, 2019 (unaudited) relate to the $1,096 fair value of the Series C redeemable convertible preferred stock liability at the time the third tranche of Series C redeemable convertible preferred stock shares was issued. The net settlements in 2018 relate to the $1,009 fair value of the Series C redeemable convertible preferred stock liability at the time the second tranche of Series C redeemable convertible preferred stock shares was issued. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Deferred offering costs capitalized | $ 1,885 | $ 1,534 |
Operating lease right-of-use asset | 368 | |
Operating lease, liability | 421 | |
Series C Convertible Preferred Stock [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Settlements of fair value liability | $ 1,096 | $ 1,009 |
Schedule of Prepaid Expenses (D
Schedule of Prepaid Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Prepaid Expense, Current [Abstract] | ||
Prepaid R&D payments | $ 1,593 | $ 1,337 |
Prepaid corporate insurance | 37 | 59 |
Other | 38 | 42 |
Prepaid expense | $ 1,668 | $ 1,438 |
Schedule of Balance Sheet Opera
Schedule of Balance Sheet Operating Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Operating lease right-of-use asset | $ 368 | |
Liabilities: | ||
Operating lease liabilities, current portion | 88 | |
Operating lease liabilities, long term portion | 333 | $ 46 |
Total operating lease liabilities | $ 421 |
Future Minimum Lease Payments (
Future Minimum Lease Payments (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 102 |
2020 | 138 |
2021 | 138 |
2022 | 131 |
2023 | 24 |
Total lease payments | 533 |
Less: imputed discount rate | (112) |
Total operating lease liabilities | $ 421 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | Mar. 01, 2013USD ($)ft² | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) |
Operating lease, weighted average discount rate, percent | 13.00% | ||
Operating Lease, Payments | $ 34 | $ 26 | |
Minimum [Member] | |||
Remaining terms ranging | 1 year | ||
Maximum [Member] | |||
Remaining terms ranging | 4 years | ||
Building [Member] | |||
Leased spaced area | ft² | 5,600 | ||
Operating lease term | 60 months | ||
Operating lease option to terminate | The Company has the option to terminate the lease after 36 months by providing six months’ notice along with a payment to the landlord in an amount representing the unamortized cost of tenant improvements plus the unamortized broker’s commission, both paid by the landlord, and as defined in the agreement. | ||
Building [Member] | Minimum [Member] | |||
Operating lease rent expense | $ 10 | ||
Building [Member] | Maximum [Member] | |||
Operating lease rent expense | $ 11 | ||
Office Equipment [Member] | |||
Operating lease rent expense | $ 31 | $ 20 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued research projects | $ 2,070 | $ 942 |
Accrued professional fees | 561 | 477 |
Accrued compensation and benefits | 364 | 584 |
Other | 84 | 70 |
Total Accrued expenses | $ 3,079 | $ 2,073 |
Term Loan Payable - Interest Ex
Term Loan Payable - Interest Expense Of Term Loan (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total Interest Expense | $ 123,000 | |
Term Loan [Member] | ||
Interest payments | 80 | |
Amortization of financing costs | 12 | |
Accrual of final and amendment fees | 17 | |
Accretion of success fee | 14 | |
Total Interest Expense | $ 0 | $ 123 |
Term Loan Payable - Additional
Term Loan Payable - Additional Information (Detail) - USD ($) | Jun. 29, 2018 | May 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 29, 2014 |
Loan success fee percentage | 4.50% | |||||
Interest expense | $ 123,000 | |||||
Loan success fee payable fairvalue | $ 512,000 | $ 460,000 | ||||
Non cash charge | $ 52,000 | 12,000 | ||||
Maximum [Member] | ||||||
Weighted estimated time of exit event | 2 years 10 months 24 days | 3 years 1 month 6 days | ||||
Percentage of several potential exit events | 50.00% | 40.00% | ||||
Minimum [Member] | ||||||
Weighted estimated time of exit event | 1 month 6 days | 4 months 24 days | ||||
Percentage of several potential exit events | 5.00% | 5.00% | ||||
Term Loan [Member] | ||||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | |||||
Loan success fee percentage | 4.50% | 4.50% | ||||
Interest expense | $ 0 | $ 123 | ||||
Payment of final fee | $ 450,000 | |||||
Payment of amendment fee | $ 82,000 | |||||
Loan discount percentage | 13.00% | 13.00% | ||||
Discount on term loan | $ 15,000,000 | |||||
Term loan A [Member] | Subsequent Event [Member] | ||||||
Loan success fee payable | $ 675,000 |
Common Stock - Shares Reserved
Common Stock - Shares Reserved For Future Issuances (Detail) - shares | Mar. 31, 2019 | Dec. 31, 2018 |
Common Stock Reserved For Issuances In The Future Upon Conversion Of Preferred Stock [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 10,325,257 | 9,477,243 |
2012 Stock Incentive Plan [Member] | ||
Common Stock Reserved For Issuances In The Future Upon Conversion Of Preferred Stock [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 11,530,381 | 10,690,261 |
Series A Redeemable convertible Preferred Stock [Member] | ||
Common Stock Reserved For Issuances In The Future Upon Conversion Of Preferred Stock [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 2,178,535 | 2,154,572 |
Series B Redeemable convertible Preferred Stock [Member] | ||
Common Stock Reserved For Issuances In The Future Upon Conversion Of Preferred Stock [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 3,046,601 | 3,011,392 |
Series C Redeemable convertible Preferred Stock [Member] | ||
Common Stock Reserved For Issuances In The Future Upon Conversion Of Preferred Stock [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 5,100,121 | 4,311,279 |
2012 Stock Option And Grant Plan [Member] | 2012 Stock Incentive Plan [Member] | ||
Common Stock Reserved For Issuances In The Future Upon Conversion Of Preferred Stock [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 1,205,124 | 1,213,018 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Common stock, shares authorized | 101,929,904 | 101,929,904 |
Common stock, par or stated value per share | $ 0.001 | $ 0.001 |
Common stock, capital shares reserved for future issuance | 10,325,257 | 9,477,243 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Preferred Shares Authorized | 86,197,030 | 86,197,030 |
Preferred Shares Issued | 82,943,605 | 76,094,290 |
Preferred Shares Outstanding | 82,943,605 | 76,094,290 |
Carrying Value | $ 128,151 | $ 115,742 |
Liquidation Preference | $ 124,719 | $ 113,167 |
Common Shares Issuable Upon Conversion | 10,325,257 | 9,477,243 |
Series A Redeemable convertible Preferred Stock [Member] | ||
Preferred Shares Authorized | 15,387,923 | 15,387,923 |
Preferred Shares Issued | 15,387,923 | 15,387,923 |
Preferred Shares Outstanding | 15,387,923 | 15,387,923 |
Carrying Value | $ 21,169 | $ 21,033 |
Liquidation Preference | $ 20,696 | $ 20,469 |
Common Shares Issuable Upon Conversion | 2,178,535 | 2,154,572 |
Series B Redeemable convertible Preferred Stock Member [Member] | ||
Preferred Shares Authorized | 22,608,695 | 22,608,695 |
Preferred Shares Issued | 22,608,695 | 22,608,695 |
Preferred Shares Outstanding | 22,608,695 | 22,608,695 |
Carrying Value | $ 33,943 | $ 33,686 |
Liquidation Preference | $ 33,284 | $ 32,900 |
Common Shares Issuable Upon Conversion | 3,046,601 | 3,011,392 |
Series C Redeemable convertible Preferred Stock Member [Member] | ||
Preferred Shares Authorized | 48,200,412 | 48,200,412 |
Preferred Shares Issued | 44,946,987 | 38,097,672 |
Preferred Shares Outstanding | 44,946,987 | 38,097,672 |
Carrying Value | $ 73,039 | $ 61,023 |
Liquidation Preference | $ 70,739 | $ 59,798 |
Common Shares Issuable Upon Conversion | 5,100,121 | 4,311,279 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Additional Information (Detail) $ / shares in Units, $ in Thousands | Nov. 12, 2017USD ($)$ / sharesshares | Oct. 11, 2017USD ($)$ / sharesshares | Jul. 14, 2017USD ($)shares$ / shares | Dec. 04, 2012USD ($)$ / sharesshares | Mar. 31, 2019USD ($)shares | Jan. 18, 2019USD ($)$ / sharesshares | Aug. 30, 2018USD ($)$ / sharesshares | Oct. 30, 2014USD ($)$ / sharesshares | May 23, 2014USD ($)$ / sharesshares | Jan. 31, 2014USD ($)Number$ / sharesshares | Dec. 26, 2013USD ($)$ / sharesshares | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2014USD ($) |
Dividend rate, percentage | 6.00% | |||||||||||||||
Convertible preferred stock, settlement terms | In addition, TPG had the right to purchase, on the same terms and conditions as the Series B Initial Closing, including the $1.15 per share purchase price, the lesser of 4,347,826 additional shares of Series B Preferred Stock and the number of shares equal to 25% of the total number of shares it previously purchased for cash under the Series B Purchase Agreement (the “Additional Series B Shares”). This additional right was exercisable until the date six months after the completion date of the Company’s Phase 2b/3 clinical trial of nalbuphine ER in patients with uremic pruritus. | |||||||||||||||
Convertible preferred stock additional shares authorized for issuance | shares | 2,000,000 | |||||||||||||||
Share price | $ / shares | $ 1 | |||||||||||||||
Dividends payable | $ 17,700 | $ 17,700 | $ 16,200 | |||||||||||||
Preferred stock, value, outstanding | 128,151 | 128,151 | 115,742 | |||||||||||||
Accretion of financing costs | 1 | |||||||||||||||
Retained earnings accumulated deficit | $ (115,480) | $ (115,480) | $ (109,498) | |||||||||||||
Risk free rate of preferred stock | 1.95% | |||||||||||||||
Volatility rate of preferred stock | 78.00% | |||||||||||||||
Weighted estimate of time to liquidity event of preferred stock | 2 years 8 months 15 days | |||||||||||||||
Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||
Convertible preferred stock | shares | 86,197,030 | 86,197,030 | 86,197,030 | |||||||||||||
Dividend rate, percentage | 6.00% | |||||||||||||||
Redeemable Convertible Preferred Stock [Member] | Series B Purchase Agreement [Member] | ||||||||||||||||
Stock issued during period shares additional issues | shares | 4,347,826 | |||||||||||||||
Shares issued, price per share | $ / shares | $ 1.15 | |||||||||||||||
Series A Redeemable convertible Preferred Stock Member [Member] | ||||||||||||||||
Adjustments to additional paid in capital, stock issued, issuance costs | $ 128 | $ 39 | ||||||||||||||
Proceeds from issuance of redeemable convertible preferred stock | 5,900 | $ 6,500 | ||||||||||||||
Convertible notes payable | $ 564 | |||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.467 | |||||||||||||||
Convertible preferred stock, shares issued upon conversion | shares | 1,207,923 | |||||||||||||||
Stock issued during period, shares, new issues | shares | 6,000,000 | 6,500,000 | ||||||||||||||
Convertible preferred stock, settlement terms | In addition, TPG had the right to purchase, under the same terms and conditions as the Series A Initial Closing, including the $1.00 per share purchase price, the lesser of 2,500,000 additional shares of Series A Preferred Stock (the “Additional Series A Preferred Shares”) and the number of shares of Series A Preferred Stock equal to 25% of the total number of shares of Series A Preferred Stock it previously purchased for cash under the Series A Purchase Agreement. | |||||||||||||||
Share price | $ / shares | $ 1 | $ 1 | ||||||||||||||
Preferred stock redemption period | 3 years | |||||||||||||||
Increase in carrying amount of redeemable preferred stock | $ 100 | |||||||||||||||
Preferred stock, value, outstanding | $ 21,200 | 21,200 | $ 21,000 | |||||||||||||
Dividends, preferred stock | 20,700 | |||||||||||||||
Stock issued during period shares additional issues | shares | 4,000,000 | |||||||||||||||
Shares issued, price per share | $ / shares | $ 1.08 | |||||||||||||||
Series A Redeemable convertible Preferred Stock Member [Member] | Series A Extension Purchase Agreement [Member] | ||||||||||||||||
Adjustments to additional paid in capital, stock issued, issuance costs | $ 7 | |||||||||||||||
Proceeds from issuance of redeemable convertible preferred stock | $ 1,700 | |||||||||||||||
Stock issued during period, shares, new issues | shares | 1,680,000 | |||||||||||||||
Share price | $ / shares | $ 1 | |||||||||||||||
Proceeds from issuance of redeemable convertible preferred stock before issuance cost | $ 1,800 | |||||||||||||||
Preferred stock, discount on shares | $ 134 | |||||||||||||||
Amortization of stock issuance costs | 1 | |||||||||||||||
Number of preferred stock shareholders | Number | 8 | |||||||||||||||
Series B Redeemable convertible Preferred Stock Member [Member] | ||||||||||||||||
Adjustments to additional paid in capital, stock issued, issuance costs | $ 19 | |||||||||||||||
Proceeds from issuance of redeemable convertible preferred stock | $ 10,500 | |||||||||||||||
Share price | $ / shares | $ 1.15 | |||||||||||||||
Proceeds from issuance of redeemable convertible preferred stock before issuance cost | $ 11,000 | |||||||||||||||
Preferred stock redemption premium | $ 478 | |||||||||||||||
Preferred stock, accretion of redemption discount | 5 | $ 5 | ||||||||||||||
Increase in carrying amount of redeemable preferred stock | 200 | |||||||||||||||
Preferred stock, value, outstanding | 33,943 | 33,943 | 33,686 | |||||||||||||
Dividends, preferred stock | 33,300 | |||||||||||||||
Stock issued during period shares additional issues | shares | 869,565 | |||||||||||||||
Shares issued, price per share | $ / shares | $ 1.10 | |||||||||||||||
Series B Redeemable convertible Preferred Stock Member [Member] | Series B Purchase Agreement [Member] | ||||||||||||||||
Adjustments to additional paid in capital, stock issued, issuance costs | $ 56 | |||||||||||||||
Proceeds from issuance of redeemable convertible preferred stock | $ 15,000 | |||||||||||||||
Stock issued during period, shares, new issues | shares | 13,043,478 | |||||||||||||||
Shares issued, price per share | $ / shares | $ 1.15 | |||||||||||||||
Series B Redeemable convertible Preferred Stock Member [Member] | Series B Second Closing [Member] | ||||||||||||||||
Stock issued during period, shares, new issues | shares | 8,695,652 | |||||||||||||||
Share price | $ / shares | $ 1.15 | |||||||||||||||
Series C Redeemable convertible Preferred Stock Member [Member] | ||||||||||||||||
Increase in carrying amount of redeemable preferred stock | 100 | |||||||||||||||
Accretion of preferred stock reversed | 100 | |||||||||||||||
Preferred stock, value, outstanding | $ 73,039 | 73,039 | 61,023 | |||||||||||||
Dividends, preferred stock | 70,700 | |||||||||||||||
Series C Redeemable convertible Preferred Stock Member [Member] | Tranche One [Member] | ||||||||||||||||
Adjustments to additional paid in capital, stock issued, issuance costs | $ 19 | $ 291 | ||||||||||||||
Proceeds from issuance of redeemable convertible preferred stock | $ 129 | $ 29,700 | ||||||||||||||
Stock issued during period, shares, new issues | shares | 101,707 | 20,547,946 | ||||||||||||||
Shares issued, price per share | $ / shares | $ 1.46 | $ 1.46 | ||||||||||||||
Stock issued during period, value, new issues | $ 50,500 | |||||||||||||||
Series C Redeemable convertible Preferred Stock Member [Member] | Tranche Two [Member] | ||||||||||||||||
Adjustments to additional paid in capital, stock issued, issuance costs | $ 32 | |||||||||||||||
Proceeds from issuance of redeemable convertible preferred stock | $ 81 | $ 10,500 | ||||||||||||||
Stock issued during period, shares, new issues | shares | 55,621 | 7,211,165 | ||||||||||||||
Shares issued, price per share | $ / shares | $ 1.46 | $ 1.46 | ||||||||||||||
Series C Redeemable convertible Preferred Stock Member [Member] | Tranche Third [Member] | ||||||||||||||||
Adjustments to additional paid in capital, stock issued, issuance costs | $ 37 | |||||||||||||||
Proceeds from issuance of redeemable convertible preferred stock | $ 10,000 | |||||||||||||||
Stock issued during period, shares, new issues | shares | 6,849,315 | |||||||||||||||
Preferred stock value outstanding at fair value | 2,100 | |||||||||||||||
Shares issued, price per share | $ / shares | $ 1.46 | |||||||||||||||
Series C Redeemable convertible Preferred Stock Member [Member] | Convertible Debt [Member] | Tranche One [Member] | ||||||||||||||||
Shares issued, price per share | $ / shares | $ 1.46 | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Proceeds from issuance of redeemable convertible preferred stock | $ 2,800 | |||||||||||||||
Percentage of preferred shareholders remaining outstanding | 60.00% | 60.00% | ||||||||||||||
Payments of financing costs | $ 166 | |||||||||||||||
Accretion of investor rights | $ 14 | $ 14 | ||||||||||||||
Percentage conversion of preferred stock outstanding | 60.00% | |||||||||||||||
Fair value adjustment on preferred stock value | $ 520 | |||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Percentage of preferred shareholders remaining outstanding | 60.00% | 60.00% | ||||||||||||||
Payments of financing costs | $ 76 | |||||||||||||||
Accretion of financing costs | $ 1 | $ 1 | $ 3 | |||||||||||||
Proceeds from series A preferred stock financing | 2,000 | |||||||||||||||
Accretion of investor rights | $ 19 | $ 19 | $ 20 | |||||||||||||
Percentage conversion of preferred stock outstanding | 60.00% | |||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||
Percentage of preferred shareholders remaining outstanding | 66.67% | 66.67% | ||||||||||||||
Payments of financing costs | $ 379 | $ 379 | ||||||||||||||
Retained earnings accumulated deficit | $ 25 | |||||||||||||||
Percentage conversion of preferred stock outstanding | 66.27% | |||||||||||||||
Fair value of preferred stock share price | $ / shares | $ 1.44 | |||||||||||||||
Series C Preferred Stock [Member] | Tranche Two [Member] | Restatement Adjustment [Member] | ||||||||||||||||
Preferred stock value outstanding at fair value | $ 1,000 | |||||||||||||||
Series C Preferred Stock [Member] | Tranche Third [Member] | ||||||||||||||||
Preferred stock, value, outstanding | $ 1,100 | |||||||||||||||
Series C Preferred Stock [Member] | Tranche Third [Member] | Restatement Adjustment [Member] | ||||||||||||||||
Preferred stock value outstanding at fair value | $ 1,100 | |||||||||||||||
Series C Preferred Stock [Member] | Convertible Debt [Member] | Tranche One [Member] | ||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 1.095 | |||||||||||||||
Debt instrument, face amount | $ 10,600 | |||||||||||||||
Accrued interest on debt | $ 564 | |||||||||||||||
Debt instrument, convertible, number of equity instruments | shares | 10,181,233 |
Stock-Based Awards - Stock Opti
Stock-Based Awards - Stock Options, Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Number of Option Shares | ||
Outstanding, Beginning | 1,077,148 | |
Granted | ||
Forfeited | (10,197) | |
Expired | ||
Exercised | (7,894) | |
Outstanding, Ending | 1,059,057 | 1,077,148 |
Options vested | 540,706 | |
Options unvested | 518,351 | |
Weighted Average Exercise Price | ||
Outstanding, Beginning | $ 3.90 | |
Granted | ||
Forfeited | 3.04 | |
Expired | ||
Exercised | 3.04 | |
Outstanding, Ending | 3.90 | $ 3.90 |
Options vested | 2.38 | |
Options unvested | $ 5.51 | |
Weighted Average Contractual Term, Outstanding | 7 years 4 months 24 days | 7 years 9 months 18 days |
Weighted Average Contractual Term, Options vested | 6 years | |
Weighted Average Contractual Term, Options unvested | 9 years | |
Aggregate Intrinsic Value, Outstanding | $ 5,745 | $ 5,857 |
Aggregate Intrinsic Value, Options vested | 3,750 | |
Aggregate Intrinsic Value, Options unvested | $ 1,995 |
Stock-Based Awards - Stock-base
Stock-Based Awards - Stock-based Compensation Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Stock-based compensation | $ 146 | $ 88 |
Research and Development Expense [Member] | ||
Stock-based compensation | 22 | 36 |
General and Administrative Expense [Member] | ||
Stock-based compensation | $ 124 | $ 52 |
Stock-Based Awards - Additional
Stock-Based Awards - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
May 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Share based compensation options to purchase no of common stock | 1,059,057 | 1,077,148 | ||
Share based compensation options grants in the period | ||||
Share based compensation options exercise in the period | 7,894 | |||
Share based compensation options forfeited in the period | 10,197 | |||
2012 Stock Incentive Plan [Member] | ||||
Share based compensation shares authorized | 1,245,903 | |||
Share based compensation grant period | 10 years | |||
Share based compensation vesting period | 4 years | |||
Share based compensation options to purchase no of common stock | 1,059,057 | 1,077,148 | ||
Share based compensation options grants in the period | 0 | 0 | ||
Share based compensation options exercise in the period | 7,894 | 5,679 | ||
Share based compensation options forfeited in the period | 10,197 | |||
Fair value of stock options vested | $ 68 | $ 39 | ||
Fair value of stock options exercised | 50 | $ 6 | ||
Unvested share based awards unrecognized compensation cost | $ 1,600 | |||
Unvested share based awards unrecognized compensation cost expected recognized period | 3 years |
Net Loss per Share - Computatio
Net Loss per Share - Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (4,802) | $ (4,051) | $ (20,500) |
Plus: Dividends accrued on redeemable convertible preferred stock | (203) | (195) | |
Plus: Accretion of redeemable convertible preferred stock | (1,553) | (1,280) | |
Adjusted net loss attributable to common stockholders | $ (6,152) | $ (5,136) | |
Weighted average common shares used in net loss per share attributable to common stockholders, basic and diluted | 444,132 | 434,567 | |
Basic and diluted net loss per common share outstanding | $ (13.85) | $ (11.82) |
Net Loss per Share - Calculatio
Net Loss per Share - Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive securities excluded from computation of earnings per share, amount | 84,002,662 | 77,171,438 |
Series A Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 15,387,923 | 15,387,923 |
Series B Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 22,608,695 | 22,608,695 |
Series C Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 44,946,987 | 38,097,672 |
Employee Stock Option [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,059,057 | 1,077,148 |
Collaborative and Licensing A_2
Collaborative and Licensing Agreements - Additional Information (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Endo Pharmaceuticals Inc [Member] | |
Upfront license fee | $ 25 |
Royalty terms | first commercial sale of the product in that country and extends until the later of the expiration, unenforceability or invalidation of the last valid claim of any licensed patent or application covering the licensed product in the country or the expiration of 10 years after the first commercial sale of the licensed product in the country, which period is referred to as the royalty term. Upon the expiration of the royalty term for a product in a country |
Endo Pharmaceuticals Inc [Member] | Completion Of Stage One [Member] | |
Milestone payment | $ 250 |
Endo Pharmaceuticals Inc [Member] | Completion Of Stage Two [Member] | |
Milestone payment | 750 |
Rutgers [Member] | |
Milestone payment | $ 331 |
Royalty terms | first commercial sale of the licensed product in that country following receipt of marketing approval and extends until the later of the date of expiration, unenforceability or invalidation of the last valid claim of any licensed patent or patent application covering the licensed product in the country and 10 years after the first commercial sale of the first licensed product sold anywhere in the world​​​​​​​, which period is referred to as the royalty term. Upon the expiration of the royalty term for a licensed product in a country, the license granted to us under the agreement shall become perpetual, fully paid-up, irrevocable and royalty-free in such country |
MentiNova Inc [Member] | |
Upfront license fee | $ 119 |
MentiNova Inc [Member] | Completion Of Stage One [Member] | |
Milestone payment | $ 1,188 |