Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 27, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | sbph | |
Entity Registrant Name | Spring Bank Pharmaceuticals, Inc. | |
Entity Central Index Key | 1,566,373 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 9,416,472 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 14,038 | $ 10,684 |
Marketable securities | 7,062 | 14,046 |
Prepaid expenses and other current assets | 481 | 840 |
Total current assets | 21,581 | 25,570 |
Marketable securities, long-term | 752 | |
Property and equipment, net | 586 | 522 |
Other assets | 35 | 35 |
Total | 22,202 | 26,879 |
Current liabilities: | ||
Accounts payable | 1,921 | 1,519 |
Accrued expenses and other current liabilities | 894 | 1,982 |
Total current liabilities | 2,815 | 3,501 |
Warrant liabilities | 8,360 | 6,333 |
Other long-term liabilities | 34 | 27 |
Total liabilities | 11,209 | 9,861 |
Commitments and Contingencies (Note 8) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value—authorized, 10,000,000 shares at March 31, 2017 and December 31, 2016; no shares issued or outstanding at March 31, 2017 and December 31, 2016 | ||
Common stock, $0.0001 par value—authorized, 200,000,000 shares at March 31, 2017 and December 31, 2016; 9,416,472 and 9,416,238 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 1 | 1 |
Additional paid-in capital | 69,031 | 68,559 |
Accumulated deficit | (58,035) | (51,535) |
Other comprehensive loss | (4) | (7) |
Total stockholders’ equity | 10,993 | 17,018 |
Total | $ 22,202 | $ 26,879 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 9,416,472 | 9,416,238 |
Common stock, shares outstanding | 9,416,472 | 9,416,238 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Grant revenue | $ 280 | |
Operating expenses: | ||
Research and development | $ 2,527 | 5,589 |
General and administrative | 1,987 | 1,226 |
Total operating expenses | 4,514 | 6,815 |
Loss from operations | (4,514) | (6,535) |
Other income (expense): | ||
Interest income | 41 | 17 |
Change in fair value of warrant liabilities | (2,027) | |
Net loss | (6,500) | (6,518) |
Unrealized loss (gain) on marketable securities | 3 | (1) |
Comprehensive loss | $ (6,497) | $ (6,519) |
Net loss per common share – basic and diluted | $ (0.69) | $ (1.11) |
Weighted-average number of shares outstanding – basic and diluted | 9,416,259 | 5,877,135 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (6,500,000) | $ (6,518,000) |
Adjustments for: | ||
Depreciation and amortization | 36,000 | 26,000 |
Change in fair value of warrant liabilities | 2,027,000 | |
Non-cash investment income (expense), net | 25,000 | 15,000 |
Non-cash stock-based compensation | 500,000 | 302,000 |
Non-cash issuance of common stock and warrants connected to license agreement | 2,780,000 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 359,000 | (802,000) |
Other assets | (35,000) | |
Accounts payable | 519,000 | (840,000) |
Accrued expenses and other liabilities | (1,081,000) | 460,000 |
Net cash used in operating activities | (4,115,000) | (4,612,000) |
Cash flows from investing activities: | ||
Proceeds from sale of marketable securities | 7,714,000 | 2,265,000 |
Purchases of property and equipment | (100,000) | (97,000) |
Net cash provided by investing activities | 7,614,000 | 2,168,000 |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 2,000 | |
Issuance costs paid in connection with the private investment in a public entity | (147,000) | |
Cash used in financing activities | (145,000) | |
Net increase (decrease) in cash and cash equivalents | 3,354,000 | (2,444,000) |
Cash and cash equivalents, beginning of period | 10,684,000 | 4,347,000 |
Cash and cash equivalents, end of period | $ 14,038,000 | $ 1,903,000 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business Spring Bank Pharmaceuticals, Inc. (the “Company”) is a clinical-stage biopharmaceutical company engaged in the discovery and development of a novel class of therapeutics using a proprietary small molecule nucleic acid hybrid (“SMNH”) chemistry platform. The Company is developing its most advanced SMNH product, SB 9200, for the treatment of viral diseases. Since inception in 2002 and prior to its initial public offering (“IPO”) in May 2016, the Company built its technology platform and product candidate pipeline using a semi-virtual business model, supported by grants and direct funding from the United States National Institutes of Health (“NIH”) as well as through private financings. In September 2015, the Company formed a wholly owned subsidiary, Sperovie Biosciences, Inc. and in December 2016, the Company formed a wholly owned subsidiary, SBP Securities Corporation. On November 18, 2016, the Company entered into a definitive agreement with a group of accredited investors resulting in a private placement of 1,644,737 shares of the Company’s common stock and warrants to purchase 1,644,737 shares of common stock (the “November Private Placement”). These investors paid $9.12 for each share of common stock and warrant to purchase one share of common stock. The warrants will be exercisable beginning May 24, 2017 with a term of five years at an exercise price of $10.79. The Company completed the November Private Placement on November 23, 2016, resulting in approximately $15.0 million in gross proceeds. On May 11, 2016 the Company completed its IPO of 920,000 shares of common stock at a price to the public of $12.00 per share, resulting in net proceeds of approximately $10.2 million, after underwriting discounts and commissions, but before deducting offering-related expenses. In addition, on June 3, 2016, the Company issued and sold an additional 24,900 shares of common stock at the IPO price of $12.00 per share pursuant to the underwriter’s partial exercise of their option to purchase additional shares of common stock, resulting in net proceeds of approximately $275,000, after underwriting discounts and commissions, but before deducting offering-related expenses. In connection with the initial closing of the IPO, the Company received approximately $5.3 million in proceeds upon the exercise of previously issued warrants to purchase 641,743 shares of common stock of the Company. The Company’s success is dependent upon its ability to successfully complete clinical development and obtain regulatory approval of its product candidates, successfully commercialize approved products, generate revenue, and, ultimately, attain profitable operations. The Company’s operations to date have been limited to financing and staffing the Company and the development of SB 9200, SB 11285 and the Company’s other product candidates. Basis of Presentation and Liquidity The accompanying consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”). In connection with the Company’s IPO, the Company effected a 1-for-4 reverse stock split of its common stock on March 8, 2016. All share and per share amounts and the number of shares of common stock set forth in the financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the reverse stock split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. The accompanying interim financial statements as of March 31, 2017 and for the three months ended March 31, 2017 and 2016, and related interim information contained within the notes to the financial statements, are unaudited. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) necessary for the fair presentation of the Company’s financial position as of March 31, 2017, results of operations for the three months ended March 31, 2017 and 2016, and its cash flows for the three months ended March 31, 2017 and 2016. These interim financial statements should be read in conjunction with the audited financial statements and accompanying notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on February 14, 2017. The results for the three months ended March 31, 2017 are not necessarily indicative of the results expected for the full fiscal year or any interim period. As of March 31, 2017, the Company had an accumulated deficit of $58.0 million and $21.1 million in cash, cash equivalents and marketable securities. The Company expects to continue to incur significant and increasing losses for the foreseeable future. The Company anticipates that its expenses will increase significantly as it continues to develop SB 9200, SB 11285 and its other product candidates. The Company does not have any committed external source of funds. As a result, the Company will need additional financing to support its continuing operations. Adequate additional funds may not be available to the Company on acceptable terms, or at all. To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, stockholders ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect stockholder rights as a common stockholder. If the Company raises additional funds through collaborations, strategic alliances or licensing arrangements with third parties, the Company may have to relinquish valuable rights to our technologies, future revenue streams, research programs, or product candidates or grant licenses on terms that may not be favorable to the Company. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Sperovie Biosciences, Inc. and SBP Securities Corporation. Sperovie Biosciences, Inc. had operations consisting mainly of legal fees associated with intellectual property activities as of March 31, 2017. SBP Securities Corporation had assets primarily related to investments in marketable securities and operations consisting of primarily interest income as of March 31, 2017. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. Significant estimates relied upon in preparing the accompanying financial statements related to the fair value of common stock and other equity instruments, accounting for stock-based compensation, income taxes, useful lives of long-lived assets, and accounting for certain accruals. The Company evaluates its estimates and assumptions on an ongoing basis. The Company’s actual results may differ from these estimates. Cash and Cash Equivalents Cash equivalents are stated at fair value and include short-term, highly liquid investments with remaining maturities of 90 days or less at the date of purchase. Included in cash and cash equivalents as of March 31, 2017 and December 31, 2016 are money market fund investments of $12,831,000 and $9,507,000 as of March 31, 2017 and December 31, 2016, respectively, which are reported at fair value (Note 5). Concentration of Credit Risk Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. Substantially all of the Company’s cash is held at financial institutions that management believes to be of high-credit quality. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, these deposits may be redeemed upon demand and, therefore, bear minimal risk. The Company had one source of revenue, grants from the NIH, during the quarter ended March 31, 2016, representing 100% of total revenue for such period. The Company did not have any sources of revenue for the quarter ended March 31, 2017. Investments in Marketable Securities The Company invests excess cash balances in short-term and long-term marketable securities. The Company classifies investments in marketable securities as either held-to-maturity or available-for-sale based on facts and circumstances present at the time of purchase. At each balance sheet date presented, all investments in securities are classified as available-for-sale. The Company reports available-for-sale investments at fair value at each balance sheet date and includes any unrealized holding gains and losses (the adjustment to fair value) in accumulated other comprehensive income (loss), a component of stockholders’ equity. Realized gains and losses are determined using the specific identification method and are included in other income (expense). If any adjustment to fair value reflects a decline in the value of the investment, the Company considers all available evidence to evaluate the extent to which the decline is “other than temporary,” including the intention to sell and, if so, marks the investment to market through a charge to the Company’s consolidated statements of operations and comprehensive loss. Property and Equipment, Net Property and equipment are recorded at cost. Costs associated with maintenance and repairs are expensed as incurred. Depreciation and amortization are provided using the straight-line method over the estimated useful lives: Asset Category Useful Life Equipment 5-7 years Furniture and fixtures 5 years Leasehold improvements Lesser of 10 years or the remaining term of the respective lease Impairment of Long-Lived Assets Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If the undiscounted cash flows are insufficient to recover the carrying value, an impairment loss is recorded for the difference between the carrying value and fair value of the asset. Through March 31, 2017, no such impairment has occurred. Deferred Rent The Company’s operating leases include rent escalation payment terms and other incentives received from landlords. Deferred rent represents the difference between actual operating lease payments due and straight-line rent expense over the term of the lease, which is recorded in accrued expenses and other current liabilities. The Company had deferred aggregate rent for its research and development facility in Milford, Massachusetts and its headquarters in Hopkinton, Massachusetts of $37,000 and $35,000 as of March 31, 2017 and December 31, 2016, respectively. Revenue Recognition The Company recognizes revenue when all of the following criteria are met: there is persuasive evidence of an arrangement, the fee is fixed or determinable, delivery has occurred or services we recognized have been rendered and collection of the related receivable is reasonably assured. Generally, these criteria were met and revenue from grants from the NIH, which subsidized certain of our research projects, as efforts were expended and as eligible project costs were incurred. Research and Development Costs Research and development expenses consist primarily of costs incurred for the Company’s research activities, including discovery efforts, and the development of product candidates, which include: • expenses incurred under agreements with third parties, including contract research organizations, or CROs, that conduct research, preclinical activities and clinical trials on the Company’s behalf as well as contract manufacturing organizations, or CMOs, that manufacture drug products for use in the Company’s preclinical and clinical trials; • salaries, benefits and other related costs, including stock-based compensation expense, for personnel in the Company’s research and development functions; • costs of outside consultants, including their fees, stock-based compensation and related travel expenses; • the cost of laboratory supplies and acquiring, developing and manufacturing preclinical study and clinical trial materials; • costs related to compliance with regulatory requirements; and • facility-related expenses, which include direct depreciation costs and allocated expenses for rent and maintenance of facilities and other operating costs. The Company expenses research and development costs as incurred. The Company recognizes external development costs based on an evaluation of the progress to completion of specific tasks using information provided to the Company by its vendors and its clinical investigative sites. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in the Company’s consolidated financial statements as prepaid or accrued research and development expenses. Warrants The Company reviews the terms of all warrants issued and classifies the warrants as a component of permanent equity if they are freestanding financial instruments that are legally detachable and separately exercisable, contingently exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. In addition, the warrants must require physical settlement and may not provide any guarantee of value or return. Warrants that meet these criteria are initially recorded at their grant date fair value and are not subsequently remeasured. Warrants that do not meet this criteria are remeasured to their fair value at each reporting period. Stock-Based Compensation The Company accounts for all stock-based payment awards granted to employees and nonemployees using a fair value method. The Company’s stock-based payments include stock options and grants of common stock, including common stock subject to vesting. The measurement date for employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period, on a straight-line basis. The measurement date for nonemployee awards is the date the services are completed, resulting in periodic adjustments to stock-based compensation during the vesting period for changes in the fair value of the awards. Stock-based compensation costs for nonemployees are recognized as expense over the vesting period on a straight-line basis. Stock-based compensation is classified in the accompanying consolidated statements of operations and comprehensive loss based on the department to which the related services are provided. Financial Instruments The Company’s financial instruments consist of cash equivalents, marketable securities, accounts payable and liability classified warrants. The carrying amounts of cash and cash equivalents and accounts payable approximate their fair value due to the short-term nature of those financial instruments. The fair value of the marketable securities and liability classified warrants are remeasured each reporting period as described in Note 5. Fair Value Measurements The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s assets and liabilities measured at fair value on a recurring basis include cash equivalents and marketable securities. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock and dilutive common stock equivalents outstanding for the period, determined using the treasury-stock method and the as if-converted method, for convertible securities, if inclusion of these instruments is dilutive. As of March 31, 2017 and December 31, 2016, both methods are equivalent. Common stock, preferred stock and warrant issuances are described further in Note 7. Income Taxes Deferred tax assets and liabilities are determined based upon the differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities and for loss and credit carryforwards using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company assesses its income tax positions and records tax benefits based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit is recognized in the consolidated financial statements. The Company classifies interest and penalties associated with such uncertain tax positions as a component of interest expense. As of March 31, 2017 and December 31, 2016, the Company has not identified any material uncertain tax positions. Guarantees and Indemnifications As permitted under Delaware law, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The Company leases office and laboratory space in Hopkinton, Massachusetts and Milford, Massachusetts, under non-cancelable operating leases. The Company has standard indemnification arrangements under these leases that require it to indemnify the landlords against any liability for injury, loss, accident, or damage from any claims, actions, proceedings, or costs resulting from certain acts, breaches, violations, or nonperformance under the Company’s lease. Through March 31, 2017, the Company had not experienced any losses related to these indemnification obligations and no material claims were outstanding. The Company does not expect significant claims related to these indemnification obligations, and consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established. Segment Information Operating segments are identified as components of an enterprise about which separate and discrete financial information is available for evaluation by the chief operating decision maker, the Company’s Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment and does not track expenses on a program-by-program basis. Recently Issued Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting The update requires the Company to recognize the income tax effect of awards in the income statement when the awards vest or are settles. It also allows the Company to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering a liability. The income tax related items had no effect on the current period presentation and the Company maintains a full valuation allowance against its deferred tax assets. In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities Financial Instruments - Overall In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In September 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 2. NET LOSS PER SHARE The following table summarizes the computation of basic and diluted net loss per share of the Company (in thousands, except share and per share data): Three Months Ended March 31, 2017 2016 Net loss $ (6,500 ) $ (6,518 ) Weighted-average number of common shares-basic and diluted 9,416,259 5,877,135 Net loss per common share-basic and diluted $ (0.69 ) $ (1.11 ) Diluted net loss per common share is the same as basic net loss per common share for all periods presented. The following potentially dilutive securities outstanding, prior to the use of the treasury stock method or if-converted method, have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact due to the losses reported: Three Months Ended March 31, 2017 2016 Preferred stock — 1,000,000 Common stock warrants 1,798,084 1,306,776 Stock options 966,300 608,137 Upon the closing of the Company’s IPO in May 2016, all of the Company’s 1,000,000 outstanding shares of preferred stock automatically converted into 250,000 shares of the Company’s common stock. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2017 | |
Investments Debt And Equity Securities [Abstract] | |
Investments | 3. INVESTMENTS Cash in excess of the Company’s immediate requirements is invested in accordance with the Company’s investment policy that primarily seeks to maintain adequate liquidity and preserve capital. The following table summarizes the Company’s investments, by category, as of March 31, 2017 and December 31, 2016 (in thousands): March 31, December 31, Investments - Current: 2017 2016 Debt securities - available for sale $ 7,062 $ 14,046 Total $ 7,062 $ 14,046 Investments - Noncurrent: Debt securities - available for sale $ — $ 752 Total $ — $ 752 A summary of the Company’s available-for-sale classified investments consisted of the following (in thousands): At March 31, 2017 Cost Basis Unrealized Gains Unrealized Losses Fair Value Investments - Current: Corporate bonds $ 6,564 $ — $ (4 ) $ 6,560 United States treasury securities 502 — — 502 Total $ 7,066 $ — $ (4 ) $ 7,062 At December 31, 2016 Cost Basis Unrealized Gains Unrealized Losses Fair Value Investments - Current: Agency bonds $ 452 $ — $ — $ 452 Commercial paper 2,947 — — 2,947 Corporate bonds 8,499 — (7 ) 8,492 United States treasury securities 2,155 — — 2,155 Total $ 14,053 $ — $ (7 ) $ 14,046 Investments - Noncurrent: Corporate bonds 752 — — 752 Total $ 752 $ — $ — $ 752 The amortized cost and fair value of the Company’s available-for-sale investment, by contract maturity, as of March 31, 2017 consisted of the following (in thousands): Amortized Cost Fair Value Due in one year or less $ 7,066 $ 7,062 Due after one year through two years — — Total $ 7,066 $ 7,062 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 4. PROPERTY AND EQUIPMENT, NET Property and equipment as of March 31, 2017 and December 31, 2016 consisted of the following (in thousands): March 31, December 31, 2017 2016 Equipment $ 664 $ 576 Furniture and fixtures 140 140 Leasehold improvements 145 133 Total property and equipment 949 849 Less: accumulated depreciation and amortization (363 ) (327 ) Property and equipment, net $ 586 $ 522 Depreciation and amortization expense for the three months ended March 31, 2017 and 2016 was $36,000 and $26,000, respectively. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. FAIR VALUE MEASUREMENTS Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value are performed in a manner to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company classified its money market funds within Level 1 because their fair values are based on their quoted market prices. The Company classified its commercial paper and fixed income securities within Level 2 because their fair values are determined using alternative pricing sources or models that utilized market observable inputs. A summary of the assets and liabilities that are measured at fair value as of March 31, 2017 and December 31, 2016 is as follows (in thousands): Fair Value Measurement at March 31, 2017 Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Money market funds (1) $ 12,831 $ 12,831 $ — $ — Fixed income securities 7,062 — 7,062 — Total $ 19,893 $ 12,831 $ 7,062 $ — Liabilities: Warrant liabilities $ 8,360 $ — $ — $ 8,360 Total $ 8,360 $ — $ — $ 8,360 Fair Value Measurement at December 31, 2016 Assets: Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market funds (1) $ 9,507 $ 9,507 $ — $ — Fixed income securities 14,798 — 14,798 — Total $ 24,305 $ 9,507 $ 14,798 $ — Liabilities: Warrant liabilities $ 6,333 $ — $ — $ 6,333 Total $ 6,333 $ — $ — $ 6,333 (1) Money market funds are included within cash and cash equivalents in the accompanying consolidated balance sheets recognized at fair value. The following table reflects the change in the Company’s Level 3 liabilities for the period ended March 31, 2017 (in thousands): November Private Placement Warrants Balance at December 31, 2015 $ — Issuance of warrants 8,275 Change in fair value (1,942 ) Balance at December 31, 2016 6,333 Change in fair value 2,027 Balance at March 31, 2017 $ 8,360 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses as of March 31, 2017 and December 31, 2016 consisted of the following (in thousands): March 31, December 31, 2017 2016 Clinical $ 448 $ 738 Compensation and benefits 282 901 Accounting and legal 110 279 Other 54 64 Total accrued expenses $ 894 $ 1,982 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 7. STOCKHOLDERS’ EQUITY Common and Preferred Stock Effective February 1, 2016, the Company amended and restated its license agreement with BioHEP Technologies Ltd. (“BioHEP”). In connection with the amendment and restatement, the Company issued 125,000 shares of its common stock to BioHEP and granted to BioHEP a warrant to purchase an additional 125,000 shares of its common stock at a purchase price of $16.00 per share, which warrant will expire on August 1, 2018. The fair value of the common stock as of the date of issuance, $2.0 million, was expensed as research and development costs. On May 11, 2016, the Company completed its IPO of 920,000 shares of common stock at a price to the public of $12.00 per share, resulting in gross proceeds of approximately $11.0 million, before deducting underwriting discounts and commissions and offering-related expenses. Upon the closing of the Company’s IPO, the Company filed an amended and restated certificate of incorporation, which authorized the Company to issue 200,000,000 shares of common stock and 10,000,000 shares of preferred stock. Upon the closing of the Company’s IPO, all outstanding shares of the Company’s preferred stock automatically converted into 250,000 shares of the Company’s common stock. On June 3, 2016, the Company issued and sold an additional 24,900 shares of common stock at the Company’s IPO price of $12.00 per share, pursuant to the underwriters’ partial exercise of their option to purchase additional shares of common stock, resulting in gross proceeds of approximately $0.3 million, before deducting underwriting discounts and commissions and offering-related expenses. On November 18, 2016, the Company entered into a definitive agreement with respect to the November Private Placement of 1,644,737 shares of common stock and warrants to purchase 1,644,737 shares of common stock to a group of accredited investors. These investors paid $9.12 for each share of common stock and warrant to purchase one share of common stock. The warrants will be exercisable for cash beginning May 24, 2017, at an exercise price of $10.79 per share. The Company completed the November Private Placement on November 23, 2016, resulting in approximately $15.0 million in gross proceeds, before deducting placement agent fees and offering-related expenses. Warrants In connection with the amendment and restatement of a license agreement with BioHEP, the Company issued a warrant to purchase 125,000 shares of the Company’s common stock to BioHEP (the “BioHEP Warrant”), effective February 1, 2016. The Company evaluated the terms of the warrant and concluded that it should be equity-classified. The fair value of the warrant, $0.8 million, was estimated on the issuance date using a Black Scholes pricing model based on the following assumptions: an expected term of two and a half years, expected stock price volatility of 71%, a risk free rate of 1.01%, and a dividend yield of 0%. The fair value was expensed as research and development costs. In connection with the Company’s IPO, the Company issued to Dawson James Securities, Inc., the sole book-running manager for the IPO, a warrant to purchase 27,600 share of common stock in May 2016 and a warrant to purchase 747 shares of common stock in June 2016 (together, the “Dawson James Warrants”). The Dawson James Warrants are exercisable for cash at an exercise price of $15.00 per share commencing on November 5, 2016. The Dawson James Warrants expire on May 5, 2021. The Company evaluated the terms of the Dawson James Warrants and concluded that they should be equity-classified. The fair value of the May 2016 Dawson James Warrants was estimated on the applicable issuance dates using a Black Scholes pricing model based on the following assumptions: an expected term of 4.99 years; expected stock price volatility of 87%; a risk free rate of 1.20%; and a dividend yield of 0%. The fair value of the June 2016 Dawson James Warrants was estimated on the applicable issuance dates using a Black Scholes pricing model based on the following assumptions: an expected term of 4.92 years; expected stock price volatility of 87%; a risk free rate of 1.23%; and a dividend yield of 0%. The fair value of the Dawson James Warrants was $0.2 million. The Company received approximately $5.3 million in proceeds upon the exercise of warrants to purchase 641,743 shares of common stock of the Company, which were exercised in connection with the closing of the IPO. Upon the closing of the Company’s IPO, all of the outstanding warrants that were not exercised, except the BioHEP warrant and the Dawson James Warrants, terminated in accordance with their original terms. In connection with the November Private Placement, the Company issued warrants to purchase 1,644,737 shares of common stock in November 2016 to a group of accredited investors. The warrants will be exercisable for cash beginning May 24, 2017 with a term of 5 years and at an exercise price of $10.79 per share. The Company evaluated the terms of the warrants and concluded that they should be liability-classified. In November 2016, the Company recorded the fair value of the warrants of approximately $8.3 million using a Black Scholes pricing model. The Company must recognize any change in the value of the warrant liability each reporting period in the statement of operations. As of December 31, 2016 and March 31, 2017, the fair value of the warrants was approximately $6.3 and $8.4 million, respectively. (Note 5) A summary of the Black Scholes pricing model assumptions used to record the fair value of the warrants is as follows: March 31, 2017 December 31, 2016 Risk-free interest rate 1.9 % 1.9 % Expected term (in years) 4.6 4.9 Expected volatility 76.9 % 65.5 % Expected dividend yield 0 % 0 % The following table summarizes the warrant activity for the year ended December 31, 2016 and for the three months ended March 31, 2017: Warrants Outstanding at December 31, 2015 1,181,776 Grants 1,798,084 Exercises (641,743 ) Expirations/cancellations (540,033 ) Outstanding at December 31, 2016 1,798,084 Grants — Exercises — Expirations/cancellations — Outstanding at March 31, 2017 1,798,084 2014 Stock Incentive Plan In April 2014, the Company’s Board of Directors approved the 2014 Stock Incentive Plan (the “2014 Plan”). The Company’s 2014 Plan provides for the issuance of common stock, stock options and other stock-based awards to employees, officers, directors, consultants, and advisors. As of March 31, 2017, the Board had authorized 750,000 shares of common stock to be issued under the 2014 Plan. The Company’s 2015 Stock Incentive Plan (the “2015 Plan”) became effective immediately prior to the closing of the Company’s IPO on May 11, 2016. Upon the effectiveness of the 2015 Plan, 116,863 shares of common stock that remained available for grant under the 2014 Plan became available for grant under the 2015 Plan, and no further awards were available to be issued under the 2014 Plan. 2015 Stock Incentive Plan The 2015 Plan provides for the issuance of common stock, stock options and other stock-based awards to employees, officers, directors, consultants and advisors of the Company. The number of shares reserved for issuance under the 2015 Plan is the sum of 750,000 shares of common stock, plus the number of shares equal to the sum of (i) 116,863 shares of common stock, which was the number of shares reserved for issuance under the 2014 Plan that remained available for grant under the 2014 Plan immediately prior to the closing of the Company’s IPO, and (ii) the number of shares of common stock subject to outstanding awards under the 2014 Plan that expire, terminate or are otherwise surrendered, cancelled or forfeited. The exercise price of stock options cannot be less than the fair value of the common stock on the date of grant. Stock options awarded under the 2015 Plan expire 10 years after the grant date, unless the Board sets a shorter term. As of March 31, 2017, the Company had 494,699 shares available for issuance under the 2015 Plan. The following table summarizes the option activity for the three months ended March 31, 2017, under the 2014 Plan and the 2015 Plan (collectively the “Plans”): Options Weighted-Average Exercise Price Per Share Aggregate Intrinsic Value Options outstanding at December 31, 2015 610,481 $ 11.99 $ — Granted 128,334 10.41 — Exercised (10,247 ) 9.28 — Cancelled (24,253 ) 9.89 — Outstanding at December 31, 2016 704,315 $ 11.82 — Granted 264,500 7.69 — Exercised (234 ) 9.28 264 Cancelled (2,281 ) 12.41 — Options outstanding at March 31, 2017 966,300 $ 10.69 $ 319,980 Options exercisable at March 31, 2017 311,577 $ 11.50 $ — As of March 31, 2017, all options granted are expected to vest and the weighted-average remaining contractual life of all options is 8.9 years. The weighted-average fair value of all stock options granted for the three months ended March 31, 2017 was $5.27. There were no stock options granted during the three months ended March 31, 2016. Intrinsic value at March 31, 2017 is based on the closing price of the Company’s common stock of $8.90 per share. Prior to the Company’s IPO on May 11, 2016, the Board determined the estimated fair value of the Company’s common stock on the date of grant based on a number of objective and subjective factors, including third party valuations. Since the IPO, the fair value of the Company’s common stock on the date of the grant is based on the closing price per share of the Common Stock on the NASDAQ Capital Market on the date of grant. The computation of expected volatility is based on the historical volatilities of peer companies. The peer companies include organizations that are in the same industry, with similar size and stage of growth. The Company estimates that the expected life of the options granted using the simplified method allowable under the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107, Share Based Payments There were no stock options granted prior to 2015. The assumptions we used to determine the fair value of stock options granted to employees and directors in 2017 and 2016 are as follows, presented on a weighted-average basis. Three Months Ended March 31, 2017 2016 Risk-free interest rate 2.0 % 1.5 % Expected term (in years) 6.0 6.0 Expected volatility 78.6 % 87.0 % Expected dividend yield 0 % 0 % The following table summarizes the stock-based compensation expense for the three months ended March 31, 2017 and 2016, under the Plans (in thousands): For the Three Months Ended March 31, 2017 2016 Stock-based compensation: Research and development $ 161 $ 88 General and administrative 339 214 Total Stock-based compensation $ 500 $ 302 The fair value of stock options vested during the three months ended March 31, 2017 was $502,000. At March 31, 2017, there was $4,560,000 of unrecognized stock-based compensation expense relating to stock options granted pursuant to the Plans, which will be recognized over the weighted-average remaining vesting period of 2.8 years. Total unrecognized stock-based compensation expense may be adjusted for future changes in the estimated forfeiture rate. Reserved Shares As of March 31, 2017 and 2016, the Company has reserved the following shares of common stock for potential conversion of the exercise of warrants and outstanding options and issuance of shares available for grant under the 2015 Plan: March 31, 2017 2016 Preferred Stock — 250,000 2012 Convertible financing warrants — 798,653 2013 Convertible financing warrants — 238,804 2014 Financing warrants — 144,319 2016 BioHEP warrants 125,000 125,000 2016 Dawson James warrants 28,347 — November Private Placement warrants 1,644,737 2014 and 2015 Stock incentive plans 1,460,999 725,000 Total 3,259,083 2,281,776 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES Leases In April 2015, the Company entered into an amendment to the lease for its research and development facility in Milford, Massachusetts to extend the term of the lease through March 31, 2018 and expand the leased laboratory space. On March 24, 2016, the Company entered into a new operating lease for its headquarters in Hopkinton, Massachusetts with a lease term through May 31, 2021. The total payments due during the term of the lease are approximately $771,000. Rent paid for the three months ended March 31, 2017 and 2016 was $56,000 and $21,000, respectively. Future minimum commitments due under all leases at March 31, 2017 are as follows (in thousands): Year 2017 $ 176 2018 174 2019 158 2020 164 Thereafter 70 Total minimum lease payments $ 742 BioHEP Technologies Ltd. License Agreement In January 2016, the Company entered into an amended and restated license agreement with BioHEP, which became effective on February 1, 2016. Under the amended and restated license agreement, the Company agreed to pay BioHEP up to $3.5 million in development and regulatory milestone payments for disease(s) caused by each distinct virus for which the Company develops licensed product(s). BioHEP is also eligible to receive tiered royalties in the low-to-mid single-digits on net product sales of licensed products by the Company and its affiliates and sub licensees, and a specified share of non-royalty sublicensing revenues the Company and its affiliates receive from sub licensees, which share of sublicensing revenues is capped at a maximum aggregate of $2.0 million under all such sublicenses. Contingencies The Company accrues for contingent liabilities to the extent that the liability is probable and estimable, but there are no accruals for contingent liabilities in these consolidated financial statements. During May 2015, the Company entered into a transition agreement with the Company’s former President and Chief Executive Officer. Under the transition agreement, he continued to serve as the Company’s president and chief executive officer for a transition period that ended on August 17, 2015. Following the transition period, the Company made 18 monthly payments totaling $464,000 and also provided benefits consistent with the coverage that was provided prior to the execution of the transition agreement. There was no remaining unpaid balance at March 31, 2017. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. RELATED PARTY TRANSACTIONS During the period ended March 31, 2016, the Company reimbursed BioHEP, a greater than five percent stockholder, $14,000 for legal expenses that BioHEP incurred in connection with entering into the amended and restated license agreement. The Company incurred no such payments during the period ended March 31, 2017. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date on which the consolidated financial statements were issued, to ensure that this submission includes appropriate disclosure of events both recognized in the consolidated financial statements and events which occurred subsequently but were not recognized in the consolidated financial statements. |
Nature of Business and Summar16
Nature of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Liquidity | Basis of Presentation and Liquidity The accompanying consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”). In connection with the Company’s IPO, the Company effected a 1-for-4 reverse stock split of its common stock on March 8, 2016. All share and per share amounts and the number of shares of common stock set forth in the financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the reverse stock split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. The accompanying interim financial statements as of March 31, 2017 and for the three months ended March 31, 2017 and 2016, and related interim information contained within the notes to the financial statements, are unaudited. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) necessary for the fair presentation of the Company’s financial position as of March 31, 2017, results of operations for the three months ended March 31, 2017 and 2016, and its cash flows for the three months ended March 31, 2017 and 2016. These interim financial statements should be read in conjunction with the audited financial statements and accompanying notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on February 14, 2017. The results for the three months ended March 31, 2017 are not necessarily indicative of the results expected for the full fiscal year or any interim period. As of March 31, 2017, the Company had an accumulated deficit of $58.0 million and $21.1 million in cash, cash equivalents and marketable securities. The Company expects to continue to incur significant and increasing losses for the foreseeable future. The Company anticipates that its expenses will increase significantly as it continues to develop SB 9200, SB 11285 and its other product candidates. The Company does not have any committed external source of funds. As a result, the Company will need additional financing to support its continuing operations. Adequate additional funds may not be available to the Company on acceptable terms, or at all. To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, stockholders ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect stockholder rights as a common stockholder. If the Company raises additional funds through collaborations, strategic alliances or licensing arrangements with third parties, the Company may have to relinquish valuable rights to our technologies, future revenue streams, research programs, or product candidates or grant licenses on terms that may not be favorable to the Company. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Sperovie Biosciences, Inc. and SBP Securities Corporation. Sperovie Biosciences, Inc. had operations consisting mainly of legal fees associated with intellectual property activities as of March 31, 2017. SBP Securities Corporation had assets primarily related to investments in marketable securities and operations consisting of primarily interest income as of March 31, 2017. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. Significant estimates relied upon in preparing the accompanying financial statements related to the fair value of common stock and other equity instruments, accounting for stock-based compensation, income taxes, useful lives of long-lived assets, and accounting for certain accruals. The Company evaluates its estimates and assumptions on an ongoing basis. The Company’s actual results may differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are stated at fair value and include short-term, highly liquid investments with remaining maturities of 90 days or less at the date of purchase. Included in cash and cash equivalents as of March 31, 2017 and December 31, 2016 are money market fund investments of $12,831,000 and $9,507,000 as of March 31, 2017 and December 31, 2016, respectively, which are reported at fair value (Note 5). |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. Substantially all of the Company’s cash is held at financial institutions that management believes to be of high-credit quality. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, these deposits may be redeemed upon demand and, therefore, bear minimal risk. The Company had one source of revenue, grants from the NIH, during the quarter ended March 31, 2016, representing 100% of total revenue for such period. The Company did not have any sources of revenue for the quarter ended March 31, 2017. |
Investments in Marketable Securities | Investments in Marketable Securities The Company invests excess cash balances in short-term and long-term marketable securities. The Company classifies investments in marketable securities as either held-to-maturity or available-for-sale based on facts and circumstances present at the time of purchase. At each balance sheet date presented, all investments in securities are classified as available-for-sale. The Company reports available-for-sale investments at fair value at each balance sheet date and includes any unrealized holding gains and losses (the adjustment to fair value) in accumulated other comprehensive income (loss), a component of stockholders’ equity. Realized gains and losses are determined using the specific identification method and are included in other income (expense). If any adjustment to fair value reflects a decline in the value of the investment, the Company considers all available evidence to evaluate the extent to which the decline is “other than temporary,” including the intention to sell and, if so, marks the investment to market through a charge to the Company’s consolidated statements of operations and comprehensive loss. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost. Costs associated with maintenance and repairs are expensed as incurred. Depreciation and amortization are provided using the straight-line method over the estimated useful lives: Asset Category Useful Life Equipment 5-7 years Furniture and fixtures 5 years Leasehold improvements Lesser of 10 years or the remaining term of the respective lease |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If the undiscounted cash flows are insufficient to recover the carrying value, an impairment loss is recorded for the difference between the carrying value and fair value of the asset. Through March 31, 2017, no such impairment has occurred. |
Deferred Rent | Deferred Rent The Company’s operating leases include rent escalation payment terms and other incentives received from landlords. Deferred rent represents the difference between actual operating lease payments due and straight-line rent expense over the term of the lease, which is recorded in accrued expenses and other current liabilities. The Company had deferred aggregate rent for its research and development facility in Milford, Massachusetts and its headquarters in Hopkinton, Massachusetts of $37,000 and $35,000 as of March 31, 2017 and December 31, 2016, respectively. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when all of the following criteria are met: there is persuasive evidence of an arrangement, the fee is fixed or determinable, delivery has occurred or services we recognized have been rendered and collection of the related receivable is reasonably assured. Generally, these criteria were met and revenue from grants from the NIH, which subsidized certain of our research projects, as efforts were expended and as eligible project costs were incurred. |
Research and Development Costs | Research and Development Costs Research and development expenses consist primarily of costs incurred for the Company’s research activities, including discovery efforts, and the development of product candidates, which include: • expenses incurred under agreements with third parties, including contract research organizations, or CROs, that conduct research, preclinical activities and clinical trials on the Company’s behalf as well as contract manufacturing organizations, or CMOs, that manufacture drug products for use in the Company’s preclinical and clinical trials; • salaries, benefits and other related costs, including stock-based compensation expense, for personnel in the Company’s research and development functions; • costs of outside consultants, including their fees, stock-based compensation and related travel expenses; • the cost of laboratory supplies and acquiring, developing and manufacturing preclinical study and clinical trial materials; • costs related to compliance with regulatory requirements; and • facility-related expenses, which include direct depreciation costs and allocated expenses for rent and maintenance of facilities and other operating costs. The Company expenses research and development costs as incurred. The Company recognizes external development costs based on an evaluation of the progress to completion of specific tasks using information provided to the Company by its vendors and its clinical investigative sites. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in the Company’s consolidated financial statements as prepaid or accrued research and development expenses. |
Warrants | Warrants The Company reviews the terms of all warrants issued and classifies the warrants as a component of permanent equity if they are freestanding financial instruments that are legally detachable and separately exercisable, contingently exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. In addition, the warrants must require physical settlement and may not provide any guarantee of value or return. Warrants that meet these criteria are initially recorded at their grant date fair value and are not subsequently remeasured. Warrants that do not meet this criteria are remeasured to their fair value at each reporting period. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all stock-based payment awards granted to employees and nonemployees using a fair value method. The Company’s stock-based payments include stock options and grants of common stock, including common stock subject to vesting. The measurement date for employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period, on a straight-line basis. The measurement date for nonemployee awards is the date the services are completed, resulting in periodic adjustments to stock-based compensation during the vesting period for changes in the fair value of the awards. Stock-based compensation costs for nonemployees are recognized as expense over the vesting period on a straight-line basis. Stock-based compensation is classified in the accompanying consolidated statements of operations and comprehensive loss based on the department to which the related services are provided. |
Financial Instruments | Financial Instruments The Company’s financial instruments consist of cash equivalents, marketable securities, accounts payable and liability classified warrants. The carrying amounts of cash and cash equivalents and accounts payable approximate their fair value due to the short-term nature of those financial instruments. The fair value of the marketable securities and liability classified warrants are remeasured each reporting period as described in Note 5. |
Fair Value Measurements | Fair Value Measurements The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s assets and liabilities measured at fair value on a recurring basis include cash equivalents and marketable securities. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock and dilutive common stock equivalents outstanding for the period, determined using the treasury-stock method and the as if-converted method, for convertible securities, if inclusion of these instruments is dilutive. As of March 31, 2017 and December 31, 2016, both methods are equivalent. Common stock, preferred stock and warrant issuances are described further in Note 7. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are determined based upon the differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities and for loss and credit carryforwards using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company assesses its income tax positions and records tax benefits based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit is recognized in the consolidated financial statements. The Company classifies interest and penalties associated with such uncertain tax positions as a component of interest expense. As of March 31, 2017 and December 31, 2016, the Company has not identified any material uncertain tax positions. |
Guarantees and Indemnifications | Guarantees and Indemnifications As permitted under Delaware law, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The Company leases office and laboratory space in Hopkinton, Massachusetts and Milford, Massachusetts, under non-cancelable operating leases. The Company has standard indemnification arrangements under these leases that require it to indemnify the landlords against any liability for injury, loss, accident, or damage from any claims, actions, proceedings, or costs resulting from certain acts, breaches, violations, or nonperformance under the Company’s lease. Through March 31, 2017, the Company had not experienced any losses related to these indemnification obligations and no material claims were outstanding. The Company does not expect significant claims related to these indemnification obligations, and consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established. |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate and discrete financial information is available for evaluation by the chief operating decision maker, the Company’s Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment and does not track expenses on a program-by-program basis. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting The update requires the Company to recognize the income tax effect of awards in the income statement when the awards vest or are settles. It also allows the Company to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering a liability. The income tax related items had no effect on the current period presentation and the Company maintains a full valuation allowance against its deferred tax assets. In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities Financial Instruments - Overall In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In September 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows |
Nature of Business and Summar17
Nature of Business and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives of Property and Equipment | Depreciation and amortization are provided using the straight-line method over the estimated useful lives: Asset Category Useful Life Equipment 5-7 years Furniture and fixtures 5 years Leasehold improvements Lesser of 10 years or the remaining term of the respective lease |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss Per Share | The following table summarizes the computation of basic and diluted net loss per share of the Company (in thousands, except share and per share data): Three Months Ended March 31, 2017 2016 Net loss $ (6,500 ) $ (6,518 ) Weighted-average number of common shares-basic and diluted 9,416,259 5,877,135 Net loss per common share-basic and diluted $ (0.69 ) $ (1.11 ) |
Summary of Potentially Dilutive Securities Outstanding Excluded from Computation of Diluted Weighted-Average Shares Outstanding | The following potentially dilutive securities outstanding, prior to the use of the treasury stock method or if-converted method, have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact due to the losses reported: Three Months Ended March 31, 2017 2016 Preferred stock — 1,000,000 Common stock warrants 1,798,084 1,306,776 Stock options 966,300 608,137 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Investments by Category | The following table summarizes the Company’s investments, by category, as of March 31, 2017 and December 31, 2016 (in thousands): March 31, December 31, Investments - Current: 2017 2016 Debt securities - available for sale $ 7,062 $ 14,046 Total $ 7,062 $ 14,046 Investments - Noncurrent: Debt securities - available for sale $ — $ 752 Total $ — $ 752 |
Summary of Available-for-Sale Classified Investments | A summary of the Company’s available-for-sale classified investments consisted of the following (in thousands): At March 31, 2017 Cost Basis Unrealized Gains Unrealized Losses Fair Value Investments - Current: Corporate bonds $ 6,564 $ — $ (4 ) $ 6,560 United States treasury securities 502 — — 502 Total $ 7,066 $ — $ (4 ) $ 7,062 At December 31, 2016 Cost Basis Unrealized Gains Unrealized Losses Fair Value Investments - Current: Agency bonds $ 452 $ — $ — $ 452 Commercial paper 2,947 — — 2,947 Corporate bonds 8,499 — (7 ) 8,492 United States treasury securities 2,155 — — 2,155 Total $ 14,053 $ — $ (7 ) $ 14,046 Investments - Noncurrent: Corporate bonds 752 — — 752 Total $ 752 $ — $ — $ 752 |
Schedule of Amortized Cost and Fair Value of Available-for-Sale Investments, by Contract Maturity | The amortized cost and fair value of the Company’s available-for-sale investment, by contract maturity, as of March 31, 2017 consisted of the following (in thousands): Amortized Cost Fair Value Due in one year or less $ 7,066 $ 7,062 Due after one year through two years — — Total $ 7,066 $ 7,062 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of March 31, 2017 and December 31, 2016 consisted of the following (in thousands): March 31, December 31, 2017 2016 Equipment $ 664 $ 576 Furniture and fixtures 140 140 Leasehold improvements 145 133 Total property and equipment 949 849 Less: accumulated depreciation and amortization (363 ) (327 ) Property and equipment, net $ 586 $ 522 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value | A summary of the assets and liabilities that are measured at fair value as of March 31, 2017 and December 31, 2016 is as follows (in thousands): Fair Value Measurement at March 31, 2017 Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Money market funds (1) $ 12,831 $ 12,831 $ — $ — Fixed income securities 7,062 — 7,062 — Total $ 19,893 $ 12,831 $ 7,062 $ — Liabilities: Warrant liabilities $ 8,360 $ — $ — $ 8,360 Total $ 8,360 $ — $ — $ 8,360 Fair Value Measurement at December 31, 2016 Assets: Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market funds (1) $ 9,507 $ 9,507 $ — $ — Fixed income securities 14,798 — 14,798 — Total $ 24,305 $ 9,507 $ 14,798 $ — Liabilities: Warrant liabilities $ 6,333 $ — $ — $ 6,333 Total $ 6,333 $ — $ — $ 6,333 (1) Money market funds are included within cash and cash equivalents in the accompanying consolidated balance sheets recognized at fair value. |
Summary of Change in Company's Level 3 Liabilities | The following table reflects the change in the Company’s Level 3 liabilities for the period ended March 31, 2017 (in thousands): November Private Placement Warrants Balance at December 31, 2015 $ — Issuance of warrants 8,275 Change in fair value (1,942 ) Balance at December 31, 2016 6,333 Change in fair value 2,027 Balance at March 31, 2017 $ 8,360 |
Accrued Expenses and Other Cu22
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses as of March 31, 2017 and December 31, 2016 consisted of the following (in thousands): March 31, December 31, 2017 2016 Clinical $ 448 $ 738 Compensation and benefits 282 901 Accounting and legal 110 279 Other 54 64 Total accrued expenses $ 894 $ 1,982 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Summary of Assumptions Used to Record Fair Value of Warrants | A summary of the Black Scholes pricing model assumptions used to record the fair value of the warrants is as follows: March 31, 2017 December 31, 2016 Risk-free interest rate 1.9 % 1.9 % Expected term (in years) 4.6 4.9 Expected volatility 76.9 % 65.5 % Expected dividend yield 0 % 0 % |
Summary of Warrant Activity | The following table summarizes the warrant activity for the year ended December 31, 2016 and for the three months ended March 31, 2017: Warrants Outstanding at December 31, 2015 1,181,776 Grants 1,798,084 Exercises (641,743 ) Expirations/cancellations (540,033 ) Outstanding at December 31, 2016 1,798,084 Grants — Exercises — Expirations/cancellations — Outstanding at March 31, 2017 1,798,084 |
Summary of Option Activity | The following table summarizes the option activity for the three months ended March 31, 2017, under the 2014 Plan and the 2015 Plan (collectively the “Plans”): Options Weighted-Average Exercise Price Per Share Aggregate Intrinsic Value Options outstanding at December 31, 2015 610,481 $ 11.99 $ — Granted 128,334 10.41 — Exercised (10,247 ) 9.28 — Cancelled (24,253 ) 9.89 — Outstanding at December 31, 2016 704,315 $ 11.82 — Granted 264,500 7.69 — Exercised (234 ) 9.28 264 Cancelled (2,281 ) 12.41 — Options outstanding at March 31, 2017 966,300 $ 10.69 $ 319,980 Options exercisable at March 31, 2017 311,577 $ 11.50 $ — |
Summary of Assumptions to Determine Fair Value of Stock Options Granted to Employees and Directors | There were no stock options granted prior to 2015. The assumptions we used to determine the fair value of stock options granted to employees and directors in 2017 and 2016 are as follows, presented on a weighted-average basis. Three Months Ended March 31, 2017 2016 Risk-free interest rate 2.0 % 1.5 % Expected term (in years) 6.0 6.0 Expected volatility 78.6 % 87.0 % Expected dividend yield 0 % 0 % |
Summary of Stock-Based Compensation Expense | The following table summarizes the stock-based compensation expense for the three months ended March 31, 2017 and 2016, under the Plans (in thousands): For the Three Months Ended March 31, 2017 2016 Stock-based compensation: Research and development $ 161 $ 88 General and administrative 339 214 Total Stock-based compensation $ 500 $ 302 |
Summary of Shares of Common Stock Reserved | As of March 31, 2017 and 2016, the Company has reserved the following shares of common stock for potential conversion of the exercise of warrants and outstanding options and issuance of shares available for grant under the 2015 Plan: March 31, 2017 2016 Preferred Stock — 250,000 2012 Convertible financing warrants — 798,653 2013 Convertible financing warrants — 238,804 2014 Financing warrants — 144,319 2016 BioHEP warrants 125,000 125,000 2016 Dawson James warrants 28,347 — November Private Placement warrants 1,644,737 2014 and 2015 Stock incentive plans 1,460,999 725,000 Total 3,259,083 2,281,776 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments for Operating Leases | Future minimum commitments due under all leases at March 31, 2017 are as follows (in thousands): Year 2017 $ 176 2018 174 2019 158 2020 164 Thereafter 70 Total minimum lease payments $ 742 |
Nature of Business and Summar25
Nature of Business and Summary of Significant Accounting Policies - Additional Information (Detail) | Nov. 23, 2016USD ($) | Jun. 03, 2016USD ($)$ / sharesshares | May 11, 2016USD ($)$ / sharesshares | Mar. 08, 2016 | Mar. 31, 2017USD ($)Segmentshares | Mar. 31, 2016 | Jan. 01, 2017USD ($) | Dec. 31, 2016USD ($)shares | Nov. 30, 2016$ / sharesshares | Nov. 18, 2016$ / sharesshares |
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock, shares issued | shares | 9,416,472 | 9,416,238 | ||||||||
Warrants issued to purchase shares of common stock | shares | 1,644,737 | |||||||||
Warrants commencing date | May 24, 2017 | |||||||||
Purchase price of common stock upon warrant exercise | $ / shares | $ 10.79 | |||||||||
Proceed from exercise of warrants | $ 5,300,000 | |||||||||
Warrants exercised, common stock shares | shares | 641,743 | |||||||||
Accumulated deficit | $ (58,035,000) | $ (51,535,000) | ||||||||
Cash equivalents and marketable securities | 21,100,000 | |||||||||
Impairment of long-lived assets | 0 | |||||||||
Deferred aggregate rent | 37,000 | 35,000 | ||||||||
Income tax benefit | 0 | |||||||||
Uncertain tax positions | 0 | 0 | ||||||||
Indemnification obligations loss | 0 | |||||||||
Outstanding material claims | 0 | |||||||||
Indemnification obligation reserve | $ 0 | |||||||||
Number of operating segment | Segment | 1 | |||||||||
Prior to Adoption of ASU 2016-09 [Member] | ||||||||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Forfeiture rate to share-based compensation | 0.00% | |||||||||
ASU 2016-09 [Member] | ||||||||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Cumulative effect adjustment to the opening period | $ 0 | |||||||||
Revenue from Rights Concentration Risk [Member] | Revenue, Rights Granted [Member] | ||||||||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Concentration risk percentage | 100.00% | |||||||||
Money Market Funds [Member] | ||||||||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Cash and cash equivalents fair value | $ 12,831,000 | $ 9,507,000 | ||||||||
Common Stock [Member] | ||||||||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Net proceeds from initial public offering of common stock | $ 275,000 | $ 10,200,000 | ||||||||
Private Placement [Member] | ||||||||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock, shares issued | shares | 1,644,737 | |||||||||
Warrants issued to purchase shares of common stock | shares | 1,644,737 | |||||||||
Shares issued price per share | $ / shares | $ 9.12 | |||||||||
Warrants commencing date | May 24, 2017 | |||||||||
Warrants exercisable term | 5 years | |||||||||
Purchase price of common stock upon warrant exercise | $ / shares | $ 10.79 | |||||||||
Proceeds from issuance of common stock | $ 15,000,000 | |||||||||
IPO [Member] | ||||||||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Shares issued price per share | $ / shares | $ 12 | |||||||||
Initial public offering of common stock | shares | 24,900 | |||||||||
Net proceeds from initial public offering of common stock | $ 300,000 | |||||||||
Reverse stock split description | 1-for-4 reverse stock split | |||||||||
Reverse stock split ratio | 0.25 | |||||||||
IPO [Member] | Common Stock [Member] | ||||||||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Shares issued price per share | $ / shares | $ 12 | $ 12 | ||||||||
Initial public offering of common stock | shares | 24,900 | 920,000 | ||||||||
Net proceeds from initial public offering of common stock | $ 11,000,000 |
Nature of Business and Summar26
Nature of Business and Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Detail) | 3 Months Ended |
Mar. 31, 2017 | |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | Lesser of 10 years or the remaining term of the respective lease |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share Basic And Diluted [Abstract] | ||
Net loss | $ (6,500) | $ (6,518) |
Weighted-average number of common shares-basic and diluted | 9,416,259 | 5,877,135 |
Net loss per common share-basic and diluted | $ (0.69) | $ (1.11) |
Net Loss Per Share - Summary 28
Net Loss Per Share - Summary of Potentially Dilutive Securities Outstanding Excluded from Computation of Diluted Weighted-Average Shares Outstanding (Detail) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted-average shares outstanding | 1,000,000 | |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted-average shares outstanding | 1,798,084 | 1,306,776 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted-average shares outstanding | 966,300 | 608,137 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares | Mar. 31, 2017 | Dec. 31, 2016 | May 31, 2016 |
Class of Stock [Line Items] | |||
Preferred stock, shares outstanding | 0 | 0 | |
Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares outstanding | 1,000,000 | ||
IPO [Member] | |||
Class of Stock [Line Items] | |||
Convertible preferred stock converted into common stock | 250,000 | 250,000 |
Investments - Summary of Invest
Investments - Summary of Investments by Category (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Investments - Current: | ||
Debt securities - available for sale | $ 7,062 | $ 14,046 |
Total | $ 7,062 | 14,046 |
Investments - Noncurrent: | ||
Debt securities - available for sale | 752 | |
Total | $ 752 |
Investments - Summary of Availa
Investments - Summary of Available-for-Sale Classified Investments (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Investments - Current [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | $ 7,066 | $ 14,053 |
Unrealized Losses | (4) | (7) |
Fair Value | 7,062 | 14,046 |
Investments - Current [Member] | Agency Bonds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | 452 | |
Fair Value | 452 | |
Investments - Current [Member] | Corporate Bonds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | 6,564 | 8,499 |
Unrealized Losses | (4) | (7) |
Fair Value | 6,560 | 8,492 |
Investments - Current [Member] | Commercial Paper [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | 2,947 | |
Fair Value | 2,947 | |
Investments - Current [Member] | United States Treasury Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | 502 | 2,155 |
Fair Value | $ 502 | 2,155 |
Investments - Noncurrent [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | 752 | |
Fair Value | 752 | |
Investments - Noncurrent [Member] | Corporate Bonds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | 752 | |
Fair Value | $ 752 |
Investments - Schedule of Amort
Investments - Schedule of Amortized Cost and Fair Value of Available-for-Sale Investment, by Contract Maturity (Detail) $ in Thousands | Mar. 31, 2017USD ($) |
Investments Debt And Equity Securities [Abstract] | |
Due in one year or less, Amortized Cost | $ 7,066 |
Total, Amortized Cost | 7,066 |
Due in one year or less, Fair Value | 7,062 |
Total, Fair Value | $ 7,062 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 949 | $ 849 |
Less: accumulated depreciation and amortization | (363) | (327) |
Property and equipment, net | 586 | 522 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 664 | 576 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 140 | 140 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 145 | $ 133 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 36,000 | $ 26,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 12,831,000 | $ 9,507,000 |
Carrying Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Total | 19,893,000 | 24,305,000 |
Liabilities, Total | 8,360,000 | 6,333,000 |
Carrying Value [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 12,831,000 | 9,507,000 |
Carrying Value [Member] | Fixed Income Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed income securities | 7,062,000 | 14,798,000 |
Carrying Value [Member] | Warrant Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 8,360,000 | 6,333,000 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Total | 12,831,000 | 9,507,000 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 12,831,000 | 9,507,000 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Total | 7,062,000 | 14,798,000 |
Significant Other Observable Inputs (Level 2) [Member] | Fixed Income Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed income securities | 7,062,000 | 14,798,000 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Total | 8,360,000 | 6,333,000 |
Significant Unobservable Inputs (Level 3) [Member] | Warrant Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 8,360,000 | $ 6,333,000 |
Fair Value Measurements - Sum36
Fair Value Measurements - Summary of Change in Company's Level 3 Liabilities (Detail) - Private Placement [Member] - Warrants [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance | $ 6,333 | $ 0 |
Issuance of warrants | 8,275 | |
Change in fair value | 2,027 | (1,942) |
Ending balance | $ 8,360 | $ 6,333 |
Accrued Expenses and Other Cu37
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Clinical | $ 448 | $ 738 |
Compensation and benefits | 282 | 901 |
Accounting and legal | 110 | 279 |
Other | 54 | 64 |
Total accrued expenses | $ 894 | $ 1,982 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Nov. 23, 2016 | Jun. 03, 2016 | May 31, 2016 | May 11, 2016 | Feb. 01, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 30, 2016 | Nov. 18, 2016 | Nov. 05, 2016 |
Class of Stock [Line Items] | |||||||||||||
Common stock, shares issued | 9,416,472 | 9,416,238 | |||||||||||
Warrants issued to purchase shares of common stock | 1,644,737 | ||||||||||||
Purchase price of common stock upon warrant exercise | $ 10.79 | ||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||||||||
Convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||
Warrants commencing date | May 24, 2017 | ||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||
Expected life (in years) | 6 years | 6 years | |||||||||||
Proceed from exercise of warrants | $ 5,300,000 | ||||||||||||
Warrants exercised, common stock shares | 641,743 | ||||||||||||
Number of shares remain available for grant | 0 | ||||||||||||
Stock options granted | 0 | ||||||||||||
2014 Stock Incentive Plan [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of authorized shares of common stock to be issued | 750,000 | ||||||||||||
Weighted-average remaining contractual life | 8 years 10 months 24 days | ||||||||||||
Weighted-average fair value of all stock options granted | $ 5.27 | ||||||||||||
Stock options granted | 0 | ||||||||||||
2015 Stock Incentive Plan [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares remain available for grant | 116,863 | 494,699 | |||||||||||
Number of shares of common stock reserved for future issuance | 750,000 | ||||||||||||
Expiry date of stock options awarded | 10 years | ||||||||||||
2014 and 2015 Stock Incentive Plans [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock options granted | 264,500 | 128,334 | |||||||||||
Fair value of stock options vested | $ 502,000 | ||||||||||||
Unrecognized stock-based compensation expense | $ 4,560,000 | ||||||||||||
Weighted-average remaining vesting period | 2 years 9 months 18 days | ||||||||||||
Maximum [Member] | 2015 Stock Incentive Plan [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares remain available for grant | 116,863 | ||||||||||||
Dawson James Securities, Inc. [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant expiration date | May 5, 2021 | ||||||||||||
Fair value of equity | $ 200,000 | ||||||||||||
Warrants commencing date | Nov. 5, 2016 | ||||||||||||
May 2016 Dawson James Securities, Inc. [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Expected volatility of common stock Minimum | 87.00% | ||||||||||||
Risk free rate | 1.20% | ||||||||||||
Dividend yield | 0.00% | ||||||||||||
Expected life (in years) | 4 years 11 months 27 days | ||||||||||||
June 2016 Dawson James Securities, Inc. [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Expected volatility of common stock Minimum | 87.00% | ||||||||||||
Risk free rate | 1.23% | ||||||||||||
Dividend yield | 0.00% | ||||||||||||
Expected life (in years) | 4 years 11 months 1 day | ||||||||||||
IPO [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Initial public offering of common stock | 24,900 | ||||||||||||
Shares issued price per share | $ 12 | ||||||||||||
Net proceeds from initial public offering of common stock | $ 300,000 | ||||||||||||
Convertible preferred stock converted into common stock | 250,000 | 250,000 | |||||||||||
IPO [Member] | Dawson James Securities, Inc. [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants issued to purchase shares of common stock | 27,600 | 747 | |||||||||||
Purchase price of common stock upon warrant exercise | $ 15 | ||||||||||||
Private Placement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares issued | 1,644,737 | ||||||||||||
Warrants issued to purchase shares of common stock | 1,644,737 | ||||||||||||
Purchase price of common stock upon warrant exercise | $ 10.79 | ||||||||||||
Shares issued price per share | $ 9.12 | ||||||||||||
Warrants commencing date | May 24, 2017 | ||||||||||||
Proceeds from issuance of common stock | $ 15,000,000 | ||||||||||||
Warrants exercisable term | 5 years | ||||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Net proceeds from initial public offering of common stock | $ 275,000 | $ 10,200,000 | |||||||||||
Common Stock [Member] | 2014 Stock Incentive Plan [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued price per share | $ 8.90 | ||||||||||||
Common Stock [Member] | IPO [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Initial public offering of common stock | 24,900 | 920,000 | |||||||||||
Shares issued price per share | $ 12 | $ 12 | |||||||||||
Net proceeds from initial public offering of common stock | $ 11,000,000 | ||||||||||||
Common stock, shares authorized | 200,000,000 | ||||||||||||
Preferred Stock [Member] | IPO [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Convertible preferred stock, shares authorized | 10,000,000 | ||||||||||||
Common Stock Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Fair value of equity | $ 800,000 | $ 8,300,000 | |||||||||||
Expected volatility of common stock Minimum | 71.00% | ||||||||||||
Risk free rate | 1.01% | ||||||||||||
Dividend yield | 0.00% | ||||||||||||
Expected life (in years) | 2 years 6 months | ||||||||||||
Common Stock Warrants [Member] | Private Placement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Fair value of equity | $ 8,400,000 | $ 6,300,000 | |||||||||||
License Agreement [Member] | BioHEP Technologies Ltd. [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares issued | 125,000 | ||||||||||||
Warrants issued to purchase shares of common stock | 125,000 | ||||||||||||
Purchase price of common stock upon warrant exercise | $ 16 | ||||||||||||
Warrant expiration date | Aug. 1, 2018 | ||||||||||||
License Agreement [Member] | BioHEP Technologies Ltd. [Member] | Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Fair value of equity | $ 2,000,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Assumptions Used to Record Fair Value of Warrants (Detail) - Warrants [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.90% | 1.90% |
Expected term (in years) | 4 years 7 months 6 days | 4 years 10 months 24 days |
Expected volatility | 76.90% | 65.50% |
Expected dividend yield | 0.00% | 0.00% |
Stockholders' Equity - Summar40
Stockholders' Equity - Summary of Warrant Activity (Detail) - Common Stock Warrants [Member] - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right [Line Items] | ||
Outstanding, Beginning Balance | 1,798,084 | 1,181,776 |
Grants | 0 | 1,798,084 |
Exercises | 0 | (641,743) |
Expirations/cancellations | 0 | (540,033) |
Outstanding, Ending balance | 1,798,084 | 1,798,084 |
Stockholders' Equity - Summar41
Stockholders' Equity - Summary of Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Granted | 0 | ||
2014 and 2015 Stock Incentive Plans [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding, Beginning Balance | 704,315 | 610,481 | |
Options Granted | 264,500 | 128,334 | |
Options Exercised | (234) | (10,247) | |
Options Cancelled | (2,281) | (24,253) | |
Options outstanding, Ending balance | 966,300 | 704,315 | 610,481 |
Options exercisable | 311,577 | ||
Weighted-Average Exercise Price Per Share, Options outstanding, Beginning Balance | $ 11.82 | $ 11.99 | |
Weighted-Average Exercise Price Per Share, Granted | 7.69 | 10.41 | |
Weighted-Average Exercise Price Per Share, Exercised | 9.28 | 9.28 | |
Weighted-Average Exercise Price Per Share, Cancelled | 12.41 | 9.89 | |
Weighted-Average Exercise Price Per Share, Options outstanding, Ending Balance | 10.69 | $ 11.82 | $ 11.99 |
Weighted-Average Exercise Price Per Share, Options exercisable | $ 11.50 | ||
Aggregate Intrinsic Value, Exercised | $ 264 | ||
Aggregate Intrinsic Value, Options outstanding, Ending Balance | $ 319,980 |
Stockholders' Equity - Summar42
Stockholders' Equity - Summary of Assumptions to Determine Fair Value of Stock Options Granted to Employees and Directors (Detail) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Risk-free interest rate | 2.00% | 1.50% |
Expected term (in years) | 6 years | 6 years |
Expected volatility | 78.60% | 87.00% |
Expected dividend yield | 0.00% | 0.00% |
Stockholders' Equity - Summar43
Stockholders' Equity - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 500 | $ 302 |
2014 and 2015 Stock Incentive Plans [Member] | Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 500 | 302 |
2014 and 2015 Stock Incentive Plans [Member] | Stock Options [Member] | Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 161 | 88 |
2014 and 2015 Stock Incentive Plans [Member] | Stock Options [Member] | General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 339 | $ 214 |
Stockholders' Equity - Summar44
Stockholders' Equity - Summary of Shares of Common Stock Reserved (Detail) - shares | Mar. 31, 2017 | Mar. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock reserved | 3,259,083 | 2,281,776 |
2014 and 2015 Stock Incentive Plans [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock reserved | 1,460,999 | 725,000 |
Private Placement Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock reserved | 1,644,737 | |
Convertible Preferred Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock reserved | 250,000 | |
2012 Convertible Financing Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock reserved | 798,653 | |
2013 Convertible Financing Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock reserved | 238,804 | |
2014 Financing Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock reserved | 144,319 | |
2016 BioHEP warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock reserved | 125,000 | 125,000 |
2016 Dawson James warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock reserved | 28,347 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 24, 2016 | |
Commitments And Contingencies [Line Items] | |||
Total lease commitment | $ 742,000 | ||
Rent paid | 56,000 | $ 21,000 | |
Accruals for contingent liabilities | 0 | ||
License Agreement [Member] | BioHEP Technologies Ltd. [Member] | |||
Commitments And Contingencies [Line Items] | |||
Maximum estimated development and regulatory milestone payments | 3,500,000 | ||
Maximum aggregate sublicensing revenues | 2,000,000 | ||
Transition Agreement [Member] | President And Chief Executive Officer [Member] | |||
Commitments And Contingencies [Line Items] | |||
Accruals for contingent liabilities | 0 | ||
Payments for transition services | $ 464,000 | ||
Transition services monthly payments | 18 months | ||
Milford, Massachusetts [Member] | |||
Commitments And Contingencies [Line Items] | |||
Lease extended term date | Mar. 31, 2018 | ||
Hopkinton, Massachusetts [Member] | |||
Commitments And Contingencies [Line Items] | |||
Lease term expiration date | May 31, 2021 | ||
Total lease commitment | $ 771,000 |
Commitments and Contingencies46
Commitments and Contingencies - Summary of Future Minimum Lease Payments for Operating Leases (Detail) $ in Thousands | Mar. 31, 2017USD ($) |
Leases, Operating [Abstract] | |
2,017 | $ 176 |
2,018 | 174 |
2,019 | 158 |
2,020 | 164 |
Thereafter | 70 |
Total minimum lease payments | $ 742 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - BioHEP Technologies Ltd. [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Legal expenses related party | $ 0 | $ 14,000 |
Minimum [Member] | ||
Related Party Transaction [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 5.00% |