Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Sep. 30, 2013 | |
Document And Entity Information [Abstract] | ' |
Document Type | 'S-1 |
Amendment Flag | 'false |
Document Period End Date | 30-Sep-13 |
Trading Symbol | 'ITCI |
Entity Registrant Name | 'Intra-Cellular Therapies, Inc. |
Entity Central Index Key | '0001567514 |
Entity Filer Category | 'Smaller Reporting Company |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Dec. 31, 2012 |
Series A Redeemable Convertible Preferred Stock [Member] | Series A Redeemable Convertible Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member] | Oneida Resources Corp | Scenario, Previously Reported | ||||
Current assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | $44,072,012 | $15,645,528 | $13,693,215 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,070 | ' |
Certificates of deposit | 2,000,000 | 3,500,000 | 9,200,123 | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable | 251,291 | 300,429 | 349,063 | ' | ' | ' | ' | ' | ' | ' | ' |
Prepaid expenses and other current assets | 806,288 | 188,702 | 114,468 | ' | ' | ' | ' | ' | ' | ' | ' |
Total Current Assets | 47,129,591 | 19,634,659 | 23,356,869 | ' | ' | ' | ' | ' | ' | 4,070 | ' |
Property and equipment, net | 75,700 | 58,266 | 67,056 | ' | ' | ' | ' | ' | ' | ' | ' |
Other assets | 130,755 | 130,755 | 170,800 | ' | ' | ' | ' | ' | ' | ' | ' |
Total assets | 47,336,046 | 19,823,680 | 23,594,725 | ' | ' | ' | ' | ' | ' | 4,070 | ' |
Current liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable | 4,027,097 | 41,608 | 595,864 | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable and accrued expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,170 | ' |
Accrued liabilities | ' | 588,065 | 1,103,486 | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued and other current liabilities | 2,571,126 | 404,656 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued employee benefits | 759,757 | 726,657 | 669,739 | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue-short-term | 416,682 | 1,666,674 | 1,666,666 | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible promissory notes | ' | 15,173,013 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total current liabilities | 7,774,662 | 2,839,595 | 4,035,755 | ' | ' | ' | ' | ' | ' | 26,170 | 18,196,017 |
Deferred revenue-long-term | ' | ' | 1,666,667 | ' | ' | ' | ' | ' | ' | ' | ' |
COMMITMENTS AND CONTINGENCIES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redeemable Convertible Preferred Stock, value | ' | ' | ' | 6,755,992 | 6,459,992 | 8,936,955 | 8,475,905 | 15,141,345 | 14,205,340 | ' | ' |
Stockholders' equity (deficit): | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, value | 2,213 | 1,460 | 11,202 | ' | ' | ' | ' | ' | ' | 500 | 11,270 |
Additional paid-in capital | 89,082,858 | 47,678,924 | 2,845,336 | ' | ' | ' | ' | ' | ' | 9,500 | 1,478,400 |
Accumulated deficit | -49,523,687 | -30,696,299 | -14,105,472 | ' | ' | ' | ' | ' | ' | ' | -30,696,299 |
Accumulated deficit during the development stage | ' | ' | ' | ' | ' | ' | ' | ' | ' | -32,100 | ' |
Total stockholders' equity (deficit) | 39,561,384 | 16,984,085 | -11,248,934 | ' | ' | ' | ' | ' | ' | -22,100 | -29,206,629 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) | $47,336,046 | $19,823,680 | $23,594,725 | ' | ' | ' | ' | ' | ' | $4,070 | ' |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Mar. 31, 2013 |
Series A Redeemable Convertible Preferred Stock [Member] | Series A Redeemable Convertible Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member] | Scenario, Previously Reported | Oneida Resources Corp | ||||
Redeemable Convertible Preferred Stock, par value | ' | ' | ' | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | ' | ' |
Redeemable Convertible Preferred Stock, shares authorized | ' | ' | ' | 10,000,000 | 10,000,000 | 6,312,500 | 6,312,500 | 8,060,048 | 8,060,048 | ' | ' |
Redeemable Convertible Preferred Stock, shares issued | ' | ' | ' | 3,700,000 | 3,700,000 | 3,631,898 | 3,631,898 | 5,762,765 | 5,762,765 | ' | ' |
Redeemable Convertible Preferred Stock, shares outstanding | ' | ' | ' | 3,700,000 | 3,700,000 | 3,631,898 | 3,631,898 | 5,762,765 | 5,762,765 | ' | ' |
Preferred stock, par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 |
Preferred stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 |
Preferred stock, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 30,000,000 | ' | ' | ' | ' | ' | ' | 30,000,000 | 100,000,000 |
Common stock, shares issued | 22,134,647 | 22,134,647 | 11,202,990 | ' | ' | ' | ' | ' | ' | 11,269,530 | 5,000,000 |
Common stock, shares outstanding | 14,599,612 | 14,599,612 | 11,202,990 | ' | ' | ' | ' | ' | ' | 11,269,530 | 5,000,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 7 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | |
Oneida Resources Corp | |||||||
Revenues: | ' | ' | ' | ' | ' | ' | ' |
License and collaboration revenue | ' | ' | ' | ' | $3,117,991 | $22,327,464 | ' |
Grant revenue | ' | ' | ' | ' | ' | 1,034,495 | ' |
Revenues | 667,955 | 377,911 | 1,909,471 | 2,449,055 | 3,117,991 | 23,361,959 | ' |
Costs and expenses: | ' | ' | ' | ' | ' | ' | ' |
Research and development | 4,157,742 | 1,797,429 | 16,897,903 | 14,969,710 | 15,486,476 | 7,654,546 | ' |
General and administrative | 1,295,571 | 802,053 | 3,245,585 | 2,916,139 | 4,034,925 | 4,612,450 | 32,100 |
Total costs and expenses | 5,453,313 | 2,599,482 | 20,143,488 | 17,885,849 | 19,521,401 | 12,266,996 | ' |
(Loss) income from operations | -4,785,358 | -2,221,571 | -18,234,017 | -15,436,794 | -16,403,410 | 11,094,963 | ' |
(Loss) before benefit from income Ttaxes | ' | ' | ' | ' | ' | ' | -32,100 |
Interest expense | -131,888 | ' | -604,960 | ' | -193,498 | -15 | ' |
Interest income | 5,626 | 6,656 | 11,589 | 29,730 | 39,002 | 62,315 | ' |
Income taxes | ' | -8,230 | ' | -24,690 | -32,921 | -64,834 | ' |
Net (loss) income | -4,911,620 | -2,223,145 | -18,827,388 | -15,431,754 | -16,590,827 | 11,092,429 | -32,100 |
Cumulative dividends on redeemable convertible preferred stock | ' | ' | ' | ' | -1,672,223 | -1,669,786 | ' |
Net (loss) income attributable to common stockholders | ' | ' | ' | ' | ($18,263,050) | $9,422,643 | ' |
Net (loss) income per common share: | ' | ' | ' | ' | ' | ' | ' |
Basic and diluted loss per share | ' | ' | ' | ' | ' | ' | ' |
Basic | ($0.42) | ($0.40) | ($2.43) | ($2.75) | ($1.63) | $0.39 | ' |
Dilutive | ($0.42) | ($0.40) | ($2.43) | ($2.75) | ($1.63) | $0.33 | ' |
Weighted average number of common shares: | ' | ' | ' | ' | ' | ' | ' |
Basic & Dilutive | 11,779,745 | 5,607,022 | 7,737,250 | 5,603,575 | ' | ' | 3,720,930 |
Basic | ' | ' | ' | ' | 11,215,077 | 11,202,990 | ' |
Dilutive | ' | ' | ' | ' | 11,215,077 | 13,190,476 | ' |
Weighted average shares outstanding: | ' | ' | ' | ' | ' | ' | ' |
Basic & Dilutive | 11,779,745 | 5,607,022 | 7,737,250 | 5,603,575 | ' | ' | 3,720,930 |
Statements_of_Redeemable_Conve
Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (USD $) | Total | Oneida Resources Corp | Series A Redeemable Convertible Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] |
Oneida Resources Corp | Oneida Resources Corp | Oneida Resources Corp | |||||||||
Balance at Dec. 31, 2010 | ($20,919,731) | ' | $6,163,992 | $8,005,827 | $13,269,334 | $11,202 | ' | $4,266,968 | ' | ($25,197,901) | ' |
Balance (in shares) at Dec. 31, 2010 | ' | ' | 3,700,000 | 3,631,898 | 5,762,765 | 11,202,990 | ' | ' | ' | ' | ' |
Share-based compensation | 280,452 | ' | ' | ' | ' | ' | ' | 280,452 | ' | ' | ' |
Accretion of issuance costs | -32,298 | ' | ' | 11,466 | 20,832 | ' | ' | -32,298 | ' | ' | ' |
Dividends on redeemable convertible preferred stock | -1,669,786 | ' | 296,000 | 458,612 | 915,174 | ' | ' | -1,669,786 | ' | ' | ' |
Net income (loss) | 11,092,429 | ' | ' | ' | ' | ' | ' | ' | ' | 11,092,429 | ' |
Balance at Dec. 31, 2011 | -11,248,934 | ' | 6,459,992 | 8,475,905 | 14,205,340 | 11,202 | ' | 2,845,336 | ' | -14,105,472 | ' |
Balance (in shares) at Dec. 31, 2011 | ' | ' | 3,700,000 | 3,631,898 | 5,762,765 | 11,202,990 | ' | ' | ' | ' | ' |
Exercise of stock options | 31,081 | ' | ' | ' | ' | 68 | ' | 31,013 | ' | ' | ' |
Exercise of stock options (in shares) | 66,540 | ' | ' | ' | ' | 66,540 | ' | ' | ' | ' | ' |
Share-based compensation | 295,106 | ' | ' | ' | ' | ' | ' | 295,106 | ' | ' | ' |
Accretion of issuance costs | -20,832 | ' | ' | ' | 20,832 | ' | ' | -20,832 | ' | ' | ' |
Dividends on redeemable convertible preferred stock | -1,672,223 | ' | 296,000 | 461,050 | 915,173 | ' | ' | -1,672,223 | ' | ' | ' |
Net income (loss) | -16,590,827 | ' | ' | ' | ' | ' | ' | ' | ' | -16,590,827 | ' |
Balance at Dec. 31, 2012 (Scenario, Previously Reported) | -29,206,629 | ' | 6,755,992 | 8,936,955 | 15,141,345 | 11,270 | ' | 1,478,400 | ' | -30,696,299 | ' |
Balance at Dec. 31, 2012 | 16,984,085 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2012 | ' | ' | 3,700,000 | 3,631,898 | 5,762,765 | 11,269,530 | ' | ' | ' | ' | ' |
Balance at Aug. 29, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issuance | ' | 10,000 | ' | ' | ' | ' | 500 | ' | 9,500 | ' | ' |
Common stock issuance (in Shares) | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' |
Net income (loss) | ' | -32,100 | ' | ' | ' | ' | ' | ' | ' | ' | -32,100 |
Balance at Mar. 31, 2013 | ' | ($22,100) | ' | ' | ' | ' | $500 | ' | $9,500 | ' | ($32,100) |
Balance (in shares) at Mar. 31, 2013 | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | 12 Months Ended | 7 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | |
Oneida Resources Corp | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' | ' | ' |
Net (loss) income | ($18,827,388) | ($15,431,754) | ($16,590,827) | $11,092,429 | ($32,100) |
ADJUSTMENT TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES: | ' | ' | ' | ' | ' |
Depreciation | 15,821 | 39,413 | 47,747 | 189,186 | ' |
Share-based compensation expense | 282,450 | 282,629 | 295,106 | 280,452 | ' |
Changes in operating assets and liabilities: | ' | ' | ' | ' | ' |
Accounts receivable | 49,138 | 241,534 | 48,634 | -349,063 | ' |
Prepaid expenses and other assets | -617,586 | 2,099 | -34,189 | 521,245 | ' |
Accounts payable | 3,985,489 | 2,078,182 | -554,256 | 321,426 | 26,170 |
Accrued and other current liabilities and employee benefits | 2,398,611 | -738,321 | ' | ' | ' |
Accrued liabilities and employee benefits | ' | ' | -448,493 | 1,016,953 | ' |
Deferred revenue | -1,249,992 | -1,249,995 | -1,666,659 | 3,132,038 | ' |
Net cash (used in) provided by operating activities | -13,963,457 | -14,776,213 | -18,902,937 | 16,204,666 | -5,930 |
Cash flows provided by (used in) investing activities | ' | ' | ' | ' | ' |
Purchases of investments | ' | -1,000,000 | -12,000,000 | -7,200,000 | ' |
Maturities of investments | 1,500,000 | 5,950,123 | 17,700,122 | 2,850,000 | ' |
Purchase of property and equipment | -33,255 | -38,957 | -38,957 | -17,825 | ' |
Net cash provided by (used in) investing activities | 1,466,745 | 4,911,166 | 5,661,165 | -4,367,825 | ' |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' | ' | ' |
Proceeds from issuance of Series C Redeemable Convertible Preferred Stock, net of offering costs | ' | ' | ' | ' | ' |
Proceeds from issuance of convertible promissory notes, net | ' | ' | 15,163,004 | ' | ' |
Proceeds from stock option exercises | 316,827 | 7,022 | 31,081 | ' | ' |
Proceeds from stock subscription | 109,834 | ' | ' | ' | ' |
Gross proceeds of public offering | 43,941,850 | ' | ' | ' | 10,000 |
Payment of costs of public offering | -3,445,315 | ' | ' | ' | ' |
Net cash provided by financing activities | 40,923,196 | 7,022 | 15,194,085 | ' | 10,000 |
Net increase (decrease) in cash and cash equivalents | 28,426,484 | -9,858,025 | 1,952,313 | 11,836,841 | 4,070 |
Cash and cash equivalents at beginning of period | 15,645,528 | 13,693,215 | 13,693,215 | 1,856,374 | ' |
Cash and cash equivalents at end of period | 44,072,012 | 3,835,190 | 15,645,528 | 13,693,215 | ' |
CASH, END OF PERIOD | ' | ' | ' | ' | 4,070 |
Cash paid for interest | -3,317 | ' | ' | 15 | ' |
Cash paid for taxes | ($13,437) | ($13,857) | $13,857 | $30,589 | ' |
Organization
Organization | 9 Months Ended | 12 Months Ended | 7 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | |
Oneida Resources Corp | |||
Organization | ' | ' | ' |
1. Organization | 1. Organization | Note 1 - Organization and Business | |
Intra-Cellular Therapies, Inc. (the Company), through its wholly-owned operating subsidiary, ITI, Inc. (ITI), is a biopharmaceutical company focused on the discovery and clinical development of innovative, small molecule drugs that address underserved medical needs in neuropsychiatric and neurological disorders by targeting intracellular signaling mechanisms within the central nervous system (CNS). The Company’s lead product candidate, ITI-007, is in Phase 2 clinical trials as a first-in-class treatment for schizophrenia. | Intra-Cellular Therapies, Inc. (ITI or the Company) was incorporated in the state of Delaware on May 22, 2001 and commenced operations in June 2002. The Company was founded to discover and develop drugs for the treatment of neurological and psychiatric disorders. The Company’s technology is built on a unique and proprietary understanding of the intracellular effects of neurotransmitters. This know-how has allowed ITI to develop new drugs based on novel drug targets and to create unique molecular signatures for known neurotransmitters and drugs. This technology has also allowed ITI to screen potential lead compounds in more specific ways than are currently available. The Company’s technology addresses diseases of the central nervous system, including schizophrenia, cognition, Parkinson’s disease, anxiety, depression, Alzheimer’s disease, sleep, and those related to women’s health. | Business Activity | |
ITI was incorporated in the State of Delaware on May 22, 2001 under the name “Intra-Cellular Therapies, Inc.” and commenced operations in June 2002. ITI was founded to discover and develop drugs for the treatment of neurological and psychiatric disorders. | The Company earns its license and collaboration revenue from its significant partnership with Takeda Pharmaceutical Company Limited (Takeda). For the year ended December 31, 2011, the Company earned grant revenue under grants awarded by U.S. government agencies and foundations. In order to further its research projects and support its collaborations, the Company will require additional financing until such time that revenue streams are sufficient to generate consistent positive cash flow from operations. Possible sources of funds are strategic alliances, additional equity offerings, grants and contracts, and research and development funding from third parties. | Oneida Resources Corp., a Development Stage Company, (“the Company”) was incorporated in the state of Delaware on August 29, 2012 with the objective to acquire, or merge with, an operating business. | |
On August 29, 2013, ITI completed a reverse merger (the Merger) with a public shell company named Oneida Resources Corp. (Oneida). Oneida was formed in August 2012 as a vehicle to investigate and, if such investigation warranted, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. In the Merger, each outstanding share of capital stock of ITI was exchanged for 0.5 shares of common stock of Oneida, and each outstanding option and outstanding warrant of ITI was assumed by Oneida and became exercisable for 0.5 shares of Oneida common stock. As a result of the Merger and related transactions, ITI survived as a wholly-owned subsidiary of Oneida, Oneida changed its fiscal year end from March 31 to December 31, and Oneida changed its name to Intra-Cellular Therapies, Inc. (the Company). In addition, the Company began operating ITI and its business, and therefore ceased being a shell company. Following the Merger and the redemption of all then outstanding shares of Oneida at the closing of the Merger, the former shareholders of ITI owned 100% of the shares of the Company’s outstanding capital stock. | The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly traded corporation. The Company’s principal business objective over the next twelve months and beyond will be to achieve long-term growth potential through a combination with a business rather than immediate short-term earnings. The Company will not restrict its potential target companies to any specific business, industry or geographical location. The analysis of business opportunities will be undertaken by, or under the supervision of, the officers and directors of the Company. | ||
Immediately prior to the Merger, on August 29, 2013, ITI sold to accredited investors approximately $60.0 million of its shares of common stock, or 18,889,307 shares at a price of $3.1764 per share (the Private Placement), which included $15.3 million in principal and $0.8 million in accrued interest from the conversion of ITI’s then outstanding convertible promissory notes (the Notes). | |||
In accordance with Financial Accounting Standards Board (FASB), Accounting Standards Codification (ASC) Topic 805, Business Combinations, ITI is considered the acquirer for accounting purposes, and will account for the transaction as a capital transaction, because ITI’s former stockholders received 100% of the voting rights in the combined entity and ITI’s senior management represents all of the senior management of the combined entity. Consequently, the assets and liabilities and the historical operations that will be reflected in our consolidated financial statements will be those of ITI and will be recorded at the historical cost basis of the Company. All share and per share amounts in the consolidated financial statements and related notes have been retrospectively adjusted to reflect the one for 0.5 shares common stock exchange as well as the conversion of the Notes and Redeemable Preferred Series A, B, and C convertible preferred stock. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended | 7 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | |||||||||||||||||||||||||
Oneida Resources Corp | |||||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | ' | ' | ||||||||||||||||||||||||
2. Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies | |||||||||||||||||||||||||
Use of Estimates | Use of Estimates | Use of Estimates | |||||||||||||||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although actual results could differ from those estimates, management does not believe that such differences would be material. | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although actual results could differ from those estimates, management does not believe that such differences would be material. | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||||||||||
Cash and Cash Equivalents | Cash Equivalents | ||||||||||||||||||||||||||
Cash and Cash Equivalents | The Company considers all highly liquid investments with a maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist of certificates of deposit with commercial banks and financial institutions. Certificates of deposit with a maturity date of more than three months are classified separately on the balance sheet. Their carrying values approximate the fair market value. | The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. There are no cash equivalents at the balance sheet date. | |||||||||||||||||||||||||
The Company considers all highly liquid investments with a maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist of money market investments and certificates of deposit with commercial banks and financial institutions. Certificates of deposit with a maturity date of more than three months are classified separately on the balance sheet. Their carrying values approximate the fair market value. | Fair Value Measurements | Income Taxes | |||||||||||||||||||||||||
Fair Value Measurements | The Company applies the fair value method under ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a fair value hierarchy for assets and liabilities measured at fair value and requires expanded disclosures about fair value measurements. The ASC 820 hierarchy ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value and requires assets and liabilities carried at fair value to be classified and disclosed in one of the following categories based on the lowest level input used that is significant to a particular fair value measurement: | The Company utilizes the accrual method of accounting for income taxes. Under the accrual method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized. | |||||||||||||||||||||||||
The Company applies the fair value method under ASC Topic 820, Fair Value Measurements and Disclosures. ASC Topic 820 defines fair value, establishes a fair value hierarchy for assets and liabilities measured at fair value and requires expanded disclosures about fair value measurements. The ASC Topic 820 hierarchy ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value and requires assets and liabilities carried at fair value to be classified and disclosed in one of the following categories based on the lowest level input used that is significant to a particular fair value measurement: | The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. | ||||||||||||||||||||||||||
• | Level 1—Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. | For tax positions meeting a “more-likely than-not” threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. As of March 31, 2013, the Company has no accrued interest or penalties related to uncertain tax positions. | |||||||||||||||||||||||||
• | Level 1—Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. | Loss Per Common Share | |||||||||||||||||||||||||
• | Level 2—Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models, such as interest rates and yield curves that can be corroborated by observable market data. | Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments for the period presented. | |||||||||||||||||||||||||
• | Level 2—Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models, such as interest rates and yield curves that can be corroborated by observable market data. | Emerging Growth Company | |||||||||||||||||||||||||
• | Level 3 – Fair value is determined by inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgments to be made by a reporting entity—e.g., determining an appropriate adjustment to a discount factor for illiquidity associated with a given security. | The Company is an “emerging growth company” and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. | |||||||||||||||||||||||||
• | Level 3—Fair value is determined by inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgments to be made by a reporting entity – e.g., determining an appropriate adjustment to a discount factor for illiquidity associated with a given security. | The Company evaluates financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them each reporting period. This determination requires the Company to make subjective judgments as to the significance of inputs used in determining fair value and where such inputs lie within the ASC 820 hierarchy. | Recent Accounting Pronouncements | ||||||||||||||||||||||||
The Company evaluates financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them each reporting period. This determination requires the Company to make subjective judgments as to the significance of inputs used in determining fair value and where such inputs lie within the ASC Topic 820 hierarchy. | The Company has no assets or liabilities that were measured using quoted prices for similar assets and liabilities or significant unobservable inputs (Level 2 and Level 3 assets and liabilities, respectively) as of December 31, 2012. The carrying value of cash held in money market funds of approximately $1.2 million as of December 31, 2012, is included in cash and cash equivalents and approximates market value based on quoted market price or Level 1 inputs. | Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. | |||||||||||||||||||||||||
The Company has no assets or liabilities that were measured using quoted prices for similar assets and liabilities or significant unobservable inputs (Level 2 and Level 3 assets and liabilities, respectively) as of September 30, 2013 and December 31, 2012. The carrying value of cash held in money market funds of approximately $21.2 million as of September 30, 2013 and approximately $1.2 million as of December 31, 2012, is included in cash and cash equivalents and approximates market value based on quoted market price or Level 1 inputs. | Financial Instruments | ||||||||||||||||||||||||||
Financial Instruments | The Company considers the recorded costs of its financial assets and liabilities, which consist of cash equivalents, accounts receivable, accounts payable and accrued liabilities, to approximate their fair value because of their relatively short maturities at December 31, 2012 and 2011. Management believes that the risks associated with its financial instruments are minimal as the counterparties are various corporations, financial institutions and government agencies of high credit standing. | ||||||||||||||||||||||||||
The Company considers the recorded costs of its financial assets and liabilities, which consist of cash equivalents, accounts receivable, accounts payable and accrued liabilities, to approximate their fair value because of their relatively short maturities at September 30, 2013 and December 31, 2012. Management believes that the risks associated with its financial instruments are minimal as the counterparties are financial institutions of high credit standing. | Concentration of Credit Risk | ||||||||||||||||||||||||||
Concentration of Credit Risk | Cash equivalents are held with major financial institutions in the United States. Certificates of deposit held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. | ||||||||||||||||||||||||||
Cash equivalents are held with major financial institutions in the United States. Certificates of deposit held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. | Accounts Receivable | ||||||||||||||||||||||||||
Accounts receivable that management has the intent and ability to collect are reported in the balance sheets at outstanding amounts, less an allowance for doubtful accounts. The Company writes off uncollectible receivables when the likelihood of collection is remote. | |||||||||||||||||||||||||||
Accounts Receivable | The Company evaluates the collectability of accounts receivable on a regular basis. The allowance, if any, is based upon various factors including the financial condition and payment history of customers, an overall review of collections experience on other accounts and economic factors or events expected to affect future collections experience. No allowance was recorded as of December 31, 2012, as the Company has a history of collecting on all accounts including government agencies and collaborations funding its research. | ||||||||||||||||||||||||||
Accounts receivable that management has the intent and ability to collect are reported in the balance sheets at outstanding amounts, less an allowance for doubtful accounts. The Company writes off uncollectible receivables when the likelihood of collection is remote. | Property and Equipment | ||||||||||||||||||||||||||
The Company evaluates the collectability of accounts receivable on a regular basis. The allowance, if any, is based upon various factors including the financial condition and payment history of customers, an overall review of collections experience on other accounts and economic factors or events expected to affect future collections experience. No allowance was recorded as of September 30, 2013 and December 31, 2012, as the Company has a history of collecting on all accounts including, but not limited to, collaborations funding its research. | Property and equipment is stated at cost and depreciated on a straight-line basis over estimated useful lives ranging from three to five years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the assets or the term of the related lease. Expenditures for maintenance and repairs are charged to operations as incurred. | ||||||||||||||||||||||||||
Property and Equipment | When indicators of possible impairment are identified, the Company evaluates the recoverability of the carrying value of its long-lived assets based on the criteria established in ASC 360, Property, Plant and Equipment. The Company considers historical performance and anticipated future results in its evaluation of potential impairment. The Company evaluates the carrying value of those assets in relation to the operating performance of the business and undiscounted cash flows expected to result from the use of those assets. Impairment losses are recognized when carrying value exceeds the undiscounted cash flows then management must determine the fair value of the underlying asset. No such impairment losses have been recognized to date. | ||||||||||||||||||||||||||
Property and equipment is stated at cost and depreciated on a straight-line basis over estimated useful lives ranging from three to five years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the assets or the term of the related lease. Expenditures for maintenance and repairs are charged to operations as incurred. | Revenue Recognition | ||||||||||||||||||||||||||
When indicators of possible impairment are identified, the Company evaluates the recoverability of the carrying value of its long-lived assets based on the criteria established in ASC Topic 360, Property, Plant and Equipment. The Company considers historical performance and anticipated future results in its evaluation of potential impairment. The Company evaluates the carrying value of those assets in relation to the operating performance of the business and undiscounted cash flows expected to result from the use of those assets. Impairment losses are recognized when carrying value exceeds the undiscounted cash flows then management must determine the fair value of the underlying asset. No such impairment losses have been recognized to date. | Revenue is recognized when all terms and conditions of the agreements have been met, including persuasive evidence of an arrangement, delivery has occurred or services have been rendered, price is fixed or determinable and collectability is reasonably assured. The Company is reimbursed for certain costs incurred on specified research projects under the terms and conditions of grants, collaboration agreements, and awards. The Company records the amount of reimbursement as revenues on a gross basis in accordance with ASC 605-45, Revenue Recognition/Principal Agent Considerations. The Company is the primary obligor with respect to purchasing goods and services from third-party suppliers, is obligated to compensate the service provider for the work performed, and has discretion in selecting the supplier. Provisions for estimated losses on research grant projects and any other contracts are made in the period such losses are determined. | ||||||||||||||||||||||||||
Revenue Recognition | Effective January 1, 2011, the Company adopted a new accounting standard that amends the guidance on the accounting for arrangements involving the delivery of more than one element. Pursuant to the new standard, each required deliverable is evaluated to determine whether it qualifies as a separate unit of accounting. For ITI this determination is generally based on whether the deliverable has “stand-alone value” to the customer. The Company adopted this new accounting standard on a prospective basis for all Multiple-Deliverable Revenue Arrangements (MDRAs) entered into on or after January 1, 2011, and for any MDRAs that were entered into prior to January 1, 2011, but materially modified on or after that date. | ||||||||||||||||||||||||||
The Company earns its license and collaboration revenue from its significant partnership with Takeda Pharmaceutical Company Limited (Takeda). In order to further its research projects and support its collaborations, the Company will require additional financing until such time that revenue streams are sufficient to generate consistent positive cash flow from operations. Possible sources of funds include strategic alliances, additional equity offerings, grants and contracts, and research and development funding from third parties. | For MDRAs entered into prior to January 1, 2011 (pre-2011 arrangements) and not materially modified thereafter, we continue to apply our prior accounting policy with respect to such arrangements. Under this policy, in general, revenue from non-refundable, up-front fees related to intellectual property rights/licenses, where we have continuing involvement and where standalone value could not be determined under the previous guidance, is recognized ratably over the estimated period of ongoing involvement. In general, the consideration with respect to the other deliverables is recognized when the goods or services are delivered. | ||||||||||||||||||||||||||
Revenue is recognized when all terms and conditions of the agreements have been met, including persuasive evidence of an arrangement, delivery has occurred or services have been rendered, price is fixed or determinable and collectability is reasonably assured. The Company is reimbursed for certain costs incurred on specified research projects under the terms and conditions of grants, collaboration agreements, and awards. The Company records the amount of reimbursement as revenues on a gross basis in accordance with ASC Topic 605-45, Revenue Recognition/Principal Agent Considerations. The Company is the primary obligor with respect to purchasing goods and services from third-party suppliers, is obligated to compensate the service provider for the work performed, and has discretion in selecting the supplier. Provisions for estimated losses on research grant projects and any other contracts are made in the period such losses are determined. | The adoption of this accounting standard did not have a material impact on our results of operations for the years ended December 31, 2012 and 2011, or on our financial positions as of December 31, 2012 and 2011. Our results of operations for the year ended December 31, 2010 also would not have been materially impacted if the accounting standard had been adopted on January 1, 2010. | ||||||||||||||||||||||||||
The Company engages in transactions with delivery of more than one element. Each required deliverable is evaluated to determine whether it qualifies as a separate unit of accounting. For the Company, this determination is generally based on whether the deliverable has “stand-alone value” to the customer. The Company adopted accounts for all Multiple-Deliverable Revenue Arrangements (MDRAs) in accordance with ASC Topic 605-25, Revenue Recognition—Multiple Element Arrangements. | |||||||||||||||||||||||||||
In January 2011, the Company adopted ASC Topic 605-28, Milestone Method. Under this guidance, we recognize revenue contingent upon the achievement of a substantive milestone in its entirety in the period the milestone is achieved. Substantive milestone payments are recognized upon achievement of the milestone only if all of the following conditions are met: | |||||||||||||||||||||||||||
The Company accounts for milestone revenue in accordance with ASC Topic 605-28, Milestone Method. Under this guidance, the Company recognizes revenue contingent upon the achievement of a substantive milestone in its entirety in the period the milestone is achieved. Substantive milestone payments are recognized upon achievement of the milestone only if all of the following conditions are met: | |||||||||||||||||||||||||||
• | The milestone payments are non-refundable; | ||||||||||||||||||||||||||
• | The milestone payments are non-refundable; | ||||||||||||||||||||||||||
• | Achievement of the milestone involves a degree of risk and was not reasonably assured at the inception of the arrangement; | ||||||||||||||||||||||||||
• | Achievement of the milestone involves a degree of risk and was not reasonably assured at the inception of the arrangement; | ||||||||||||||||||||||||||
• | Substantive effort on our part is involved in achieving the milestone; | ||||||||||||||||||||||||||
• | Substantive effort on our part is involved in achieving the milestone; | ||||||||||||||||||||||||||
• | The amount of the milestone payment is reasonable in relation to the effort expended or the risk associated with achievement of the milestone; and | ||||||||||||||||||||||||||
• | The amount of the milestone payment is reasonable in relation to the effort expended or the risk associated with achievement of the milestone; and | ||||||||||||||||||||||||||
• | A reasonable amount of time passes between the up-front license payment and the first milestone payment, as well as between each subsequent milestone payment. | ||||||||||||||||||||||||||
• | A reasonable amount of time passes between the up-front license payment and the first milestone payment, as well as between each subsequent milestone payment. | Determination as to whether a payment meets the aforementioned conditions involves management’s judgment. If any of these conditions are not met, the resulting payment would not be considered a substantive milestone, and therefore, the resulting payment would be considered part of the consideration for the single unit of accounting and be recognized as revenues in accordance with the revenue models described above. In addition, the determination that one such payment was not a substantive milestone could prevent us from concluding that subsequent milestone payments were substantive milestones and, as a result, any additional milestone payments could also be considered part of the consideration for the single unit of accounting and would be recognized as revenue as such performance obligations are performed under either the proportional performance or straight-line methods, as applicable. | |||||||||||||||||||||||||
Determination as to whether a payment meets the aforementioned conditions involves management’s judgment. If any of these conditions are not met, the resulting payment would not be considered a substantive milestone, and therefore, the resulting payment would be considered part of the consideration for the single unit of accounting and be recognized as revenue in accordance with the revenue models described above. In addition, the determination that one such payment was not a substantive milestone could prevent us from concluding that subsequent milestone payments were substantive milestones and, as a result, any additional milestone payments could also be considered part of the consideration for the single unit of accounting and would be recognized as revenue as such performance obligations are performed under either the proportional performance or straight-line methods, as applicable. | Deferred Revenue | ||||||||||||||||||||||||||
Deferred Revenue | Cash received as prepayment on future services is deferred and recognized as revenue as the services are performed. The Company must remit interest on any deferred revenue related to a governmental agency. As of December 31, 2012 and 2011, no interest was due as the Company did not have any deferred revenue from a government agency. | ||||||||||||||||||||||||||
Cash received as prepayment on future services is deferred and recognized as revenue as the services are performed. The Company must remit interest on any deferred revenue related to a governmental agency. As of September 30, 2013 and December 31, 2012, no interest was due as the Company did not have any deferred revenue from a government agency. | Research and Development | ||||||||||||||||||||||||||
Research and Development | Except for payments made in advance of services, the Company expenses its research and development costs as incurred. For payments made in advance, the Company recognizes research and development expense as the services are rendered. Research and development costs primarily consist of salaries and related expenses for personnel and resources and the costs of clinical trials. Other research and development expenses include preclinical analytical testing, outside services, providers, materials and consulting fees. | ||||||||||||||||||||||||||
Except for payments made in advance of services, the Company expenses its research and development costs as incurred. For payments made in advance, the Company recognizes research and development expense as the services are rendered. Research and development costs primarily consist of salaries and related expenses for personnel and resources and the costs of clinical trials. Other research and development expenses include preclinical analytical testing, outside services, providers, materials and consulting fees. | Income Taxes | ||||||||||||||||||||||||||
Income Taxes | Income taxes are accounted for using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and its respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. | ||||||||||||||||||||||||||
Income taxes are accounted for using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and its respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. | |||||||||||||||||||||||||||
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce net deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable for the period and the change during the period in deferred tax assets and liabilities. | The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce net deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable for the period and the change during the period in deferred tax assets and liabilities. | ||||||||||||||||||||||||||
The Company accounts for uncertain tax positions pursuant to ASC 740 (previously included in Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109). Financial statement recognition of a tax position taken or expected to be taken in a tax return is determined based on a more-likely-than-not threshold of that position being sustained. If the tax position meets this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. | |||||||||||||||||||||||||||
The Company accounts for uncertain tax positions pursuant to ASC Topic 740 (previously included in FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes–an Interpretation of FASB Statement No. 109). Financial statement recognition of a tax position taken or expected to be taken in a tax return is determined based on a more-likely-than-not threshold of that position being sustained. If the tax position meets this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. | Comprehensive Income (Loss) | ||||||||||||||||||||||||||
Comprehensive Income (Loss) | ASC 220-10, Reporting Comprehensive Income, requires the presentation of the comprehensive income or loss and its components as part of the financial statements. For the years ended December 31, 2012, 2011 and 2010, the Company’s net (loss) income equals comprehensive (loss) income. | ||||||||||||||||||||||||||
ASC Topic 220-10, Reporting Comprehensive Income, requires the presentation of the comprehensive income or loss and its components as part of the financial statements if comprehensive income (loss) differs from net income (loss). For the three- and nine-months ended September 30, 2013 and the year ended December 31, 2012, the Company’s net loss equals comprehensive loss. | Share-Based Compensation | ||||||||||||||||||||||||||
Share-Based Compensation | Share-based payments are accounted for in accordance with the provisions of ASC 718, Compensation—Stock Compensation (ASC 718). The fair value of share-based payments is estimated, on the date of grant, using the Black-Scholes-Merton option-pricing model (the Black-Scholes model). The resulting fair value is recognized ratably over the requisite service period, which is generally the vesting period of the option. | ||||||||||||||||||||||||||
Share-based payments are accounted for in accordance with the provisions of ASC Topic 718, Compensation—Stock Compensation. The fair value of share-based payments is estimated, on the date of grant, using the Black-Scholes-Merton option-pricing model (the Black-Scholes model). The resulting fair value is recognized ratably over the requisite service period, which is generally the vesting period of the option. | For all time vesting awards granted, expense is amortized using the straight-line attribution method. For awards that contain a performance condition, expense is amortized using the accelerated attribution method. As share-based compensation expense recognized in the statements of operations for the years ended December 31, 2012 and 2011, is based on share-based awards ultimately expected to vest, it has been reduced for estimated forfeitures. | ||||||||||||||||||||||||||
For all time vesting awards granted, expense is amortized using the straight-line attribution method. For awards that contain a performance condition, expense is amortized using the accelerated attribution method. As share-based compensation expense recognized in the statements of operations for the three- and nine-months ended September 30, 2013 and 2012 and the year ended December 31, 2012, is based on share-based awards ultimately expected to vest, it has been reduced for estimated forfeitures. | ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Pre-vesting forfeitures are based on the Company’s historical experience for the years ended December 31, 2012, 2011 and 2010, and have not been material. | ||||||||||||||||||||||||||
ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Pre-vesting forfeitures are based on the Company’s historical experience for the three- and nine-months ended September 30, 2013 and 2012 and the year ended December 31, 2012, and have not been material. | The Company utilizes the Black-Scholes model for estimating fair value of its stock options granted. Option valuation models, including Black-Scholes model, require the input of subjective assumptions, and changes in the assumptions used can materially affect the grant date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility and the expected life of the award. | ||||||||||||||||||||||||||
The Company utilizes the Black-Scholes model for estimating fair value of its stock options granted. Option valuation models, including the Black-Scholes model, require the input of subjective assumptions, and changes in the assumptions used can materially affect the grant date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility and the expected life of the award. | Expected volatility rates are based on historical volatility of the common stock of comparable publicly traded entities and other factors due to the lack of historic information of the Company’s common stock. The expected life of stock-based options is the period of time for which the stock-based options are expected to be outstanding. Given the lack of historic exercise data, the expected life is determined using the “simplified method” which is defined as the midpoint between the vesting date and the end of the contractual term. | ||||||||||||||||||||||||||
Expected volatility rates are based on historical volatility of the common stock of comparable publicly traded entities and other factors due to the lack of historic information of the Company’s common stock. The expected life of stock-based options is the period of time for which the stock-based options are expected to be outstanding. Given the lack of historic exercise data, the expected life is determined using the “simplified method” which is defined as the midpoint between the vesting date and the end of the contractual term. | |||||||||||||||||||||||||||
The risk-free interest rates are based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The Company has not paid dividends to its stockholders since its inception and does not plan to pay cash dividends in the foreseeable future. Therefore, the Company has assumed an expected dividend rate of zero. | The risk-free interest rates are based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The Company has not paid dividends to its stockholders since its inception and does not plan to pay cash dividends in the foreseeable future. Therefore, the Company has assumed an expected dividend rate of zero. | ||||||||||||||||||||||||||
Given the absence of an active market for the Company’s common stock, the exercise price of the stock options on the date of grant was determined and approved by the board of directors using several factors, including progress and milestones achieved in the Company’s business development and performance, the price per share of its convertible preferred stock offerings and general industry and economic trends. In establishing the estimated fair value of the common stock, the Company considered the guidance set forth in American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. | Given the absence of an active market for the Company’s common stock, the exercise price of the stock options on the date of grant was determined and approved by the board of directors using several factors, including progress and milestones achieved in the Company’s business development and performance, the price per share of its convertible preferred stock offerings and general industry and economic trends. In establishing the estimated fair value of the common stock, the Company considered the guidance set forth in American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. | ||||||||||||||||||||||||||
Under ASC Topic 718, the cumulative amount of compensation cost recognized for instruments classified as equity that ordinarily would result in a future tax deduction under existing tax law shall be considered to be a deductible difference in applying ASC Topic 740, Income Taxes. The deductible temporary difference is based on the compensation cost recognized for financial reporting purposes; however, these provisions currently do not impact the Company, as all the deferred tax assets have a full valuation allowance. | Under ASC 718, the cumulative amount of compensation cost recognized for instruments classified as equity that ordinarily would result in a future tax deduction under existing tax law shall be considered to be a deductible difference in applying ASC 740, Income Taxes. The deductible temporary difference is based on the compensation cost recognized for financial reporting purposes; however, these provisions currently do not impact the Company, as all the deferred tax assets have a full valuation allowance. | ||||||||||||||||||||||||||
Since the Company had net operating loss carryforwards as of September 30, 2013 and December 31, 2012, no excess tax benefits for the tax deductions related to share-based awards were recognized in the statements of operations. | Since the Company had net operating loss carryforwards as of December 31, 2012 and 2011, no excess tax benefits for the tax deductions related to share-based awards were recognized in the statements of operations. | ||||||||||||||||||||||||||
Equity instruments issued to non-employees are accounted for under the provisions of ASC Topic 718 and ASC Topic 505-50, Equity/Equity-Based Payments to Non-Employees. Accordingly, the estimated fair value of the equity instrument is recorded on the earlier of the performance commitment date or the date the services required are completed and are marked to market during the service period. | Equity instruments issued to non-employees are accounted for under the provisions of ASC 718 and ASC 505-50, Equity/Equity-Based Payments to Non-Employees. Accordingly, the estimated fair value of the equity instrument is recorded on the earlier of the performance commitment date or the date the services required are completed and are marked to market during the service period. | ||||||||||||||||||||||||||
Loss Per Share | (Loss) Earnings Per Share | ||||||||||||||||||||||||||
Loss per share is calculated under the two-class method under which all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities based on their respective rights to receive dividends. | (Loss) Earnings per share is calculated under the two-class method under which all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities based on their respective rights to receive dividends. In the event that the Board of Directors shall declare a dividend payable in cash or other property on the then-outstanding shares of common stock, the holders of the Redeemable Preferred Series A, B, and C convertible preferred stock shall be entitled to receive the amount of dividends per share of Preferred Stock that would be payable on the largest number of whole shares of Common Stock into which each share of Preferred Stock could then be converted. Therefore, the Redeemable Preferred Series A, B, and C Preferred Stock are participating securities. | ||||||||||||||||||||||||||
Basic net loss per common share is determined by dividing the net loss allocable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing the net loss allocable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period. The treasury stock method is used to determine the dilutive effect of the Company’s stock option grants. | |||||||||||||||||||||||||||
The following common stock equivalents were excluded in the calculation of diluted loss per share because their effect would be anti-dilutive as applied to the loss from operations as of the three- and nine- months ended September 30, 2013 and 2012: | Basic net (loss) income per common share is determined by dividing the net (loss) income allocable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net (loss) income per share is computed by dividing the net (loss) income allocable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period. The treasury stock method is used to determine the dilutive effect of the Company’s stock option grants and the if-converted method is used to determine the dilutive effect of the Company’s Redeemable Preferred Series A, B, and C convertible preferred stock. | ||||||||||||||||||||||||||
Three-Months Ended | Nine-Months Ended | Year Ended December 30 | |||||||||||||||||||||||||
September 30 | September 30 | 2012 | 2011 | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Basic (loss) income per common share | |||||||||||||||||||||||
Stock options | 712.525 | 901,210 | 710,819 | 901,210 | Net (loss) income | $ | (16,590,827 | ) | $ | 11,092,429 | |||||||||||||||||
Recently Issued Accounting Pronouncements | Less: Undistributed (loss) earnings allocated to participating securities | (1,672,223 | ) | (6,747,903 | ) | ||||||||||||||||||||||
In April 2013, FASB issued Accounting Standards Update (ASU) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which amended interim and annual reporting requirements about accumulated other comprehensive income (AOCI). In interim periods, companies are required to report information about reclassifications out of AOCI and changes in AOCI balances. The provision of ASU 2013-02 became effective for the first quarter of 2013. The adoption of ASU 2103-02 did not have a material effect on the Company’s consolidated results of operations, financial position or liquidity. | |||||||||||||||||||||||||||
Net (loss) earnings allocable to common shares | $ | (18,263,050 | ) | $ | 4,344,526 | ||||||||||||||||||||||
Basic weighted average common shares outstanding | 11,215,077 | 11,202,990 | |||||||||||||||||||||||||
Basic (loss) earnings per common share | $ | (1.63 | ) | $ | 0.39 | ||||||||||||||||||||||
Diluted (loss) earnings per common share | |||||||||||||||||||||||||||
Net (loss) earnings | $ | (16,590,827 | ) | $ | 11,092,429 | ||||||||||||||||||||||
Less: Undistributed (loss) earnings allocated to participating securities | (1,672,223 | ) | (6,747,903 | ) | |||||||||||||||||||||||
Net (loss) earnings allocable to common shares | $ | (18,263,050 | ) | $ | 4,344,526 | ||||||||||||||||||||||
Basic weighted average common shares outstanding | 11,215,077 | 11,202,990 | |||||||||||||||||||||||||
Effect of dilutive options | — | 1,987,486 | |||||||||||||||||||||||||
Diluted weighted average common shares outstanding | 11,215,077 | 13,190,476 | |||||||||||||||||||||||||
Diluted (loss) earnings per common share | $ | (1.63 | ) | $ | 0.33 | ||||||||||||||||||||||
The following common stock equivalents were excluded in the calculation of diluted (loss) earnings per share because their effect would be anti-dilutive as applied to the loss from operations as of December 31, 2012: | |||||||||||||||||||||||||||
Year Ended December 31 | |||||||||||||||||||||||||||
2012 | 2011 | ||||||||||||||||||||||||||
Series A, B, and C Preferred Stock | 13,094,663 | 13,094,663 | |||||||||||||||||||||||||
Stock options | 2,132,194 | — | |||||||||||||||||||||||||
Convertible promissory notes | 834,106 | — | |||||||||||||||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||||||||||||||||
In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. ASU 2011-05 revises the manner in which entities present comprehensive income in their financial statements. The recent guidance removes the presentation options in ASC 220 and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. ASU 2011-05 did not change the items that must be reported in other comprehensive income. The Company adopted the provisions of ASU 2011-05 for the year ended December 31, 2012 and elected the second option. However, for the years ended December 31, 2012 and 2011, the Company’s net (loss) income equals comprehensive (loss) income, and, therefore, a separate statement of other comprehensive income was not necessary. |
Property_and_Equipment
Property and Equipment | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||
Property Plant And Equipment [Abstract] | ' | ' | ||||||||||||||||
Property and Equipment | ' | ' | ||||||||||||||||
3. Property and Equipment | 3. Property and Equipment | |||||||||||||||||
Property and equipment consist of the following: | Property and equipment consist of the following: | |||||||||||||||||
September 30, | December 31, | December 31 | ||||||||||||||||
2013 | 2012 | 2012 | 2011 | |||||||||||||||
Computer equipment | $ | 93,915 | $ | 92,318 | Computer equipment | $ | 92,318 | $ | 107,940 | |||||||||
Furniture and fixtures | 46,523 | 42,736 | Furniture and fixtures | 42,736 | 42,736 | |||||||||||||
Scientific equipment | 2,851,947 | 2,824,076 | Scientific equipment | 2,824,076 | 2,786,539 | |||||||||||||
Leasehold improvements | 319,553 | 319,553 | Leasehold improvements | 319,553 | 319,553 | |||||||||||||
3,311,938 | 3,278,683 | 3,278,683 | 3,256,768 | |||||||||||||||
Less accumulated depreciation | (3,236,238 | ) | (3,220,417 | ) | Less accumulated depreciation | (3,220,417 | ) | (3,189,712 | ) | |||||||||
$ | 75,700 | $ | 58,266 | $ | 58,266 | $ | 67,056 | |||||||||||
Depreciation expense for the three- and nine-months ended September 30, 2013 was $4,729, and $15,821 respectively. | Depreciation expense for the years ended December 31, 2012, 2011 and 2010 was $47,747, $189,186 and $386,992, respectively. |
Preferred_Stock
Preferred Stock | 12 Months Ended | 7 Months Ended | ||||||||
Dec. 31, 2012 | Mar. 31, 2013 | |||||||||
Oneida Resources Corp | ||||||||||
Preferred Stock | ' | ' | ||||||||
4. Redeemable Convertible Preferred Stock | Note 6 - Preferred Stock | |||||||||
In 2002, the Company issued 2,900,000 shares of Series A redeemable convertible preferred stock (Series A Preferred Stock) for proceeds of $2,828,322. In 2003, the Company issued 1,250,000 shares of Series A Preferred Stock for proceeds of $1,250,000. | The Company is authorized to issue (10,000,000) shares of $.0001 par value preferred stock with designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors of the Company. | |||||||||
In 2006, the Company issued a total of 5,000,216 shares of Series B redeemable convertible preferred stock (Series B Preferred Stock) for proceeds of $7,863,725, net of $58,850 in offering costs. | ||||||||||
In 2007, the Company issued a total of 4,030,024 shares of Series C redeemable convertible preferred stock (Series C Preferred Stock) for proceeds of $7,935,898, net of $64,102 in offering costs. In 2010, the Company issued a total of 2,687,915 shares of Series C Preferred Stock for proceeds of $5,274,886, net of $60,894 in offering costs. | ||||||||||
In connection with the Series C Preferred Stock offering, approximately $450,000 of Series A Preferred Stock, $2,173,451 of Series B Preferred Stock and $1,896,116 of Series C Preferred Stock were converted to 2,773,492 shares of common stock in accordance with their respective conversion ratios. | ||||||||||
Dividends are cumulative and accrue on each outstanding share of Series A, Series B and Series C Preferred Stock at an 8% rate per annum. These dividends would be paid when and if declared by the Board of Directors. At December 31, 2012 and 2011, accrued and unpaid dividends for each respective preferred stock issuance were as follows: | ||||||||||
December 31 | ||||||||||
2012 | 2011 | |||||||||
Series A Preferred Stock | $ | 3,325,667 | $ | 3,029,667 | ||||||
Series B Preferred Stock | 3,807,154 | 3,346,402 | ||||||||
Series C Preferred Stock | 4,099,657 | 3,184,484 | ||||||||
Total | $ | 11,232,478 | $ | 9,560,553 | ||||||
The Series A, Series B and Series C Preferred Stock have a liquidation preference senior to that of the common stock. | ||||||||||
Series A Preferred Stock has a liquidation preference of $6,755,992 and $6,459,992 for December 31, 2012 and 2011, respectively. Series B Preferred Stock has a liquidation preference of $8,936,955 and $8,475,905 for December 31, 2012 and 2011, respectively. Series C Preferred Stock has a liquidation preference of $15,141,345 and $14,205,340 for December 31, 2012 and 2011, respectively. | ||||||||||
The Company is obligated to redeem shares of Series A, Series B and Series C Preferred Stock, if requested, by the majority of the holders. The beginning redemption of Series A, B and C Preferred Stock is February 26, 2016. The redemption for the Series A, Series B and Series C Preferred Stock, if requested, would take place in three equal installments over a two-year period. | ||||||||||
The redemption price shall be equal to $1.00 per share, $1.58 per share and $1.99 per share plus all accrued and unpaid dividends for the Series A, Series B and Series C Preferred Stock, respectively, subject to certain equity adjustments for specified anti-dilutive transactions as defined. | ||||||||||
The holders of the Series A, Series B and Series C Preferred Stock have the right to convert such shares, at their option and at any time, into shares of common stock at the then applicable conversion rate, as defined. The initial conversion rate is one common share for each preferred share, which is adjusted for specified anti-dilutive transactions, as defined. At December 31, 2012, the Company has reserved 3,700,000 shares, 3,631,898 shares and 5,762,765 shares of common stock for conversion of Series A, Series B and Series C Preferred Stock, respectively. | ||||||||||
The Series A, Series B and Series C Preferred Stock will automatically convert into common stock at the then applicable conversion rate upon a majority vote of the Series A, Series B and Series C Preferred Stockholders or upon a public offering of the Company’s common stock, resulting in aggregate proceeds to the Company of at least $20 million and a price per share of at least $5.00. | ||||||||||
The holders of Series A, Series B and Series C Preferred Stock are entitled to the whole number of votes equal to the number of shares of common stock into which such shares could be converted. |
ShareBased_Compensation
Share-Based Compensation | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ||||||||||||||||||||||||||||
Share-Based Compensation | ' | ' | ||||||||||||||||||||||||||||
4. Share-Based Compensation | 5. Share-Based Compensation | |||||||||||||||||||||||||||||
At the Effective Time of the Merger, the Company assumed all stock options then outstanding under ITI’s 2003 Equity Incentive Plan (the 2003 Plan). The 2003 Plan provided for the granting of stock awards, such as stock options, restricted common stock and stock appreciation rights to employees, directors and other individuals as determined by the Board of Directors. The 2003 Plan expired by its terms in July 2013 and no new awards may be granted. As of September 30, 2013, the only outstanding awards under the 2003 Plan were options to purchase 1,462,380 shares of common stock. | The Company sponsors the Intra-Cellular Therapies, Inc. 2003 Equity Incentive Plan (the Plan) to provide for the granting of stock awards, such as stock options, restricted common stock and stock appreciation rights to employees, directors and other individuals as determined by the Board of Directors. The Company reserved 3,700,000 shares of common stock for issuance under the Plan. In December 2012, the Company increased the number of shares of common stock reserved for issuance under the plan to 5,700,000. | |||||||||||||||||||||||||||||
Stock options granted under the 2003 Plan may be either incentive stock options (ISOs) as defined by the Internal Revenue Code of 1986, as amended (the Code), or non-qualified stock options. The Board of Directors determined who received options as well as the vesting periods (which are generally two to three years) and exercise prices of options. Options have a maximum term of ten years. The exercise price of ISOs granted under the 2003 Plan must be at least equal to the fair market value of the common stock on the date of grant. | Stock options granted under the Plan may be either incentive stock options (ISOs) as defined by the Internal Revenue Code, or non-qualified stock options. The Board of Directors determines who will receive options, the vesting periods (which are generally two to three years) and the exercise prices. Options have a maximum term of 10 years. The exercise price of ISOs granted under the Plan must be at least equal to the fair market value of the common stock on the date of grant. | |||||||||||||||||||||||||||||
In addition, in August 2013, the Board of Directors approved the 2013 Equity Incentive Plan (the 2013 Plan). The Company expects the 2013 Plan will be effective on November 7, 2013 upon the effectiveness of stockholder approval of the plan by the Company’s sole stockholder prior to the Merger. The maximum number of shares of common stock that may be delivered in satisfaction of awards under the 2013 Plan is 799,934 shares, plus up to an additional maximum of 1,462,380 shares which may be issued solely after the cancellation or expiration of any unexercised stock options under the 2003 Plan that the Company assumed in the Merger. In addition, the 2013 Plan contains an “evergreen” provision, which allows for an annual increase in the number of shares of common stock available for issuance under the 2013 Plan on January 1 of each year commencing on January 1, 2014 and ending upon expiration of the 2013 Plan. The annual increase in the number of shares shall be equal to the lesser of: 800,000 shares of common stock; 4% of the number of shares of common stock outstanding as of such date; and such lesser number of shares as determined by the Board of Directors prior to the applicable January 1st date. | ||||||||||||||||||||||||||||||
These numbers are subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. Unless sooner terminated by the Board of Directors or stockholders, the 2013 Plan will expire 10 years from its date of effectiveness. Under the 2013 Plan, the Company may grant ISOs, nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights and other stock awards to its employees, directors and consultants. As of September 30, 2013, no awards have been made under the 2013 Plan. | Total stock-based compensation expense, related to all of the Company’s share-based awards to employees, directors and non-employees recognized during the years ended 2012 and 2011, was comprised of the following: | |||||||||||||||||||||||||||||
Total stock-based compensation expense, related to all of the Company’s share-based awards to employees, directors and consultants recognized during three- and nine-months ended September 30, 2013 and 2012, was comprised of the following: | ||||||||||||||||||||||||||||||
Year Ended December 31 | ||||||||||||||||||||||||||||||
2012 | 2011 | |||||||||||||||||||||||||||||
Three-Months Ended | Nine-Months Ended | |||||||||||||||||||||||||||||
September 30 | September 30 | Research and development | $ | 111,206 | $ | 113,534 | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | General and administrative | 183,900 | 166,918 | ||||||||||||||||||||||||
Research and development | $ | 38,856 | $ | 32,200 | $ | 96,943 | $ | 86,845 | Total share-based compensation expense | $ | 295,106 | $ | 280,452 | |||||||||||||||||
General and administrative | 80,361 | 65,261 | 185,507 | 195,784 | ||||||||||||||||||||||||||
The following table describes the weighted-average assumptions used for calculating the value of options granted for the years ended December 31: | ||||||||||||||||||||||||||||||
Total share-based compensation expense | $ | 119,217 | $ | 97,461 | $ | 282,450 | $ | 282,629 | ||||||||||||||||||||||
The following table describes the weighted-average assumptions used for calculating the value of options granted during the nine-months ended September 30, 2013: | 2012 | 2011 | ||||||||||||||||||||||||||||
Dividend yield | 0 | % | — | % | ||||||||||||||||||||||||||
2013 | Expected volatility | 79.7 | % | — | ||||||||||||||||||||||||||
Weighted-average risk-free interest rate | 1.2 | % | — | |||||||||||||||||||||||||||
Dividend yield | 0% | Expected term | 6.3 years | — | ||||||||||||||||||||||||||
Expected volatility | 80% | Information regarding the stock options activity including employees, directors and non-employees as of December 31, 2012, and changes during the year then ended, are summarized as follows: | ||||||||||||||||||||||||||||
Weighted-average risk-free interest rate | 1.40% - 1.80% | |||||||||||||||||||||||||||||
Expected term | 6.2 years | |||||||||||||||||||||||||||||
Information regarding the stock options activity including employees, directors and consultants as of September 30, 2013, and changes during the period then ended, are summarized as follows: | Number of | Weighted- | Weighted- | |||||||||||||||||||||||||||
Shares | Average | Average | ||||||||||||||||||||||||||||
Exercise | Contractual | |||||||||||||||||||||||||||||
Number of | Weighted- | Weighted- | Price | Life | ||||||||||||||||||||||||||
Shares | Average | Average | ||||||||||||||||||||||||||||
Exercise | Contractual | Outstanding at December 31, 2011 | 3,175,567 | $ | 0.61 | 5.0 years | ||||||||||||||||||||||||
Price | Life | Options granted | 322,200 | 1.42 | 6.3 years | |||||||||||||||||||||||||
Options exercised | (66,540 | ) | 0.47 | 3.0 years | ||||||||||||||||||||||||||
Outstanding at December 31, 2012 (audited) | 1,707,114 | $ | 1.3802 | 4.4 years | Options canceled or expired | (17,000 | ) | 1.37 | 7.9 years | |||||||||||||||||||||
Options granted (unaudited) | 247,600 | $ | 3.26 | 6.2 years | ||||||||||||||||||||||||||
Options exercised (unaudited) | (489,667 | ) | $ | 0.647 | 1.3 years | Outstanding at December 31, 2012 | 3,414,227 | 0.66 | 4.4 years | |||||||||||||||||||||
Options canceled or expired (unaudited) | (2,667 | ) | $ | 2.9725 | 8.7 years | |||||||||||||||||||||||||
Vested or expected to vest at December 31, 2012 | 3,416,227 | 0.69 | ||||||||||||||||||||||||||||
Outstanding at September 30, 2013 (unaudited) | 1,462,380 | $ | 1.941 | 5.5 years | ||||||||||||||||||||||||||
Exercisable at December 31, 2012 | 3,151,353 | $ | 0.58 | 3.9 years | ||||||||||||||||||||||||||
Vested or expected to vest at September 30, 2013 (unaudited) | 1,462,380 | $ | 1.941 | 5.5 years | ||||||||||||||||||||||||||
The weighted-average grant date fair value for awards granted during the year ended December 31, 2012, was $0.99. Total intrinsic value of the options exercised was approximately $63,000 and $35,000 in the year ended December 31, 2012. The total fair value of shares vested in the years ended December 31, 2012 and 2011, was approximately $332,000 and $182,000 respectively. | ||||||||||||||||||||||||||||||
Exercisable at September 30, 2013 (unaudited) | 1,118,156 | $ | 1.5801 | 6.9 years | During 2012, the Company granted options to certain scientific advisory board members of the Company to purchase 39,000 shares of common stock at an average exercise price of $1.42. There were no options granted during 2011. The options vest ratably over a period of 12 to 24 months. Stock compensation related to these grants will fluctuate with any changes in the underlying value of the Company’s common stock, as the performance period is not fixed. | |||||||||||||||||||||||||
The unrecognized share-based compensation expense related to employee stock option awards at December 31, 2012, is $285,327 and will be recognized over a weighted-average period of 1.9 years. The unrecognized share-based compensation expense related to employee stock option awards at December 31, 2011, is $259,899 and will be recognized over a weighted-average period of 1.5 years. |
Income_Taxes
Income Taxes | 12 Months Ended | 7 Months Ended | ||||||||||||
Dec. 31, 2012 | Mar. 31, 2013 | |||||||||||||
Oneida Resources Corp | ||||||||||||||
Income Taxes | ' | ' | ||||||||||||
6. Income Taxes | Note 4 - Income Taxes | |||||||||||||
The provision (benefit) for income taxes consists of: | As of March 31, 2013, the Company has net operating loss carryforwards of approximately $32,000 to reduce future federal and state taxable income through 2033. | |||||||||||||
The Company currently has no federal or state tax examinations in progress nor has it had any federal or state examinations since its inception. All of the Company’s tax years are subject to federal and state tax examination. | ||||||||||||||
The benefit from income taxes consists of the following: | ||||||||||||||
December 31 | ||||||||||||||
2012 | 2011 | |||||||||||||
For the Period August 29, | ||||||||||||||
Current | $ | 32,921 | $ | 64,834 | 2012 (Inception) to March 31, 2013 | |||||||||
Deferred | (6,378,456 | ) | 4,359,809 | Current Expense: | ||||||||||
Valuation allowance | 6,378,456 | (4,359,809 | ) | Federal and State | $ | — | ||||||||
Deferred tax benefit: | ||||||||||||||
Provision (benefit) for income taxes | $ | 32,921 | $ | 64,834 | Federal and State | 11,000 | ||||||||
Valuation allowance | (11,000 | ) | ||||||||||||
The deferred tax provision has been entirely offset by a valuation allowance because the Company is currently utilizing the underlying tax benefits generated in previous years. The difference between the amounts of income tax benefit that would result from applying domestic federal statutory tax rates to the net loss relates to certain nondeductible expenses, state income taxes and the valuation allowance. | ||||||||||||||
The Company’s deferred tax assets and liabilities were as follows: | Total | $ | — | |||||||||||
December 31 | The income tax benefit differs from the amount computed by applying the federal statutory income tax rate to the loss before income taxes due to the following: | |||||||||||||
2012 | 2011 | |||||||||||||
Deferred tax assets: | ||||||||||||||
Net operating loss carryforwards | $ | 8,418,507 | $ | 1,118,070 | For the Period August 29, | |||||||||
Accrued expenses | 215,865 | 416,268 | 2012 (Inception) to March 31, 2013 | |||||||||||
Accrued employee benefits | 282,268 | 259,638 | Statutory federal income tax rate | -34% | ||||||||||
Capitalized research and development costs | 27,516 | 108,138 | Valuation allowance | 34% | ||||||||||
Research and development credit | 1,928,714 | 1,612,459 | ||||||||||||
Deferred revenue | 643,669 | 1,287,333 | Effective income tax rate | 0% | ||||||||||
Deferred tax liabilities: | ||||||||||||||
Depreciation | 130,017 | 147,165 | ||||||||||||
Net deferred tax asset | 11,646,556 | 4,949,071 | ||||||||||||
Valuation allowance | (11,646,556 | ) | (4,949,071 | ) | ||||||||||
Net deferred tax asset | $ | — | $ | — | ||||||||||
The net operating loss carryforwards of approximately $21.8 million will begin to expire in the year 2030 if unused. The use of the Company’s net operating loss carryforwards may be restricted due to changes in Company ownership. |
Collaborations_and_License_Agr
Collaborations and License Agreements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ' |
Collaborations and License Agreements | ' | ' |
5. Collaborations and License Agreements | 7. Collaborations and License Agreements | |
The Bristol-Myers Squibb License Agreement | Takeda Pharmaceutical Company Limited | |
On May 31, 2005 the Company (through its wholly owned operating subsidiary, ITI) entered into a world-wide, exclusive License Agreement with Bristol-Myers Squibb Company (BMS), pursuant to which the Company holds a license to certain patents and know-how of BMS relating to ITI-007 and other specified compounds. The agreement was amended on November 3, 2010. The licensed rights are exclusive, except BMS retains rights in specified compounds in the fields of obesity, diabetes, metabolic syndrome and cardiovascular disease. However, BMS has no right to use, develop or commercialize ITI-007 and other specified compounds in any field of use. The Company has the right to grant sublicenses of the rights conveyed by BMS. The Company is obliged under the license to use commercially reasonable efforts to develop and commercialize the licensed technology. The Company is also prohibited from engaging in the clinical development or commercialization of specified competitive compounds. | On February 25, 2011, ITI entered into a license and collaboration agreement with Takeda Pharmaceutical Company Limited (Takeda) to develop and commercialize selective phosphodiesterase type 1 (PDE1) inhibitors, discovered by ITI, for the treatment of cognitive impairment associated with schizophrenia. This agreement is targeted worldwide, but ITI has retained the option to co-promote with Takeda in the United States. | |
Upon execution of the agreement, Takeda made a nonrefundable payment to the Company. ITI is eligible to receive payments of approximately $500 million in the aggregate upon achievement of certain development milestones and up to an additional $250 million in the aggregate upon achievement of certain sales-based milestones, along with tiered royalty payments based on net sales by Takeda. Takeda will be solely responsible for development, manufacturing and commercialization of PDE1 inhibitors. ITI and Takeda have formed a joint steering committee to coordinate and oversee activities on which the two companies collaborate under the agreement. ITI has the right, but not the obligation, to sit on the joint steering committee. There are no performance, cancellation, termination, or refund provisions in the arrangement that contain material financial consequences to the Company. | ||
Under the agreement, the Company made an upfront payment of $1.0 million to BMS, and may be obliged to make milestone payments for each licensed product of up to an aggregate of approximately $14.8 million. The Company is also obliged to make tiered single digit percentage royalty payments on sales of licensed products. The Company is obliged to pay to BMS a percentage of non-royalty payments made in consideration of any sublicense. | The Company evaluates all deliverables within an arrangement to determine whether or not they provide value on a stand-alone basis. The Company identified two deliverables in the arrangement, (1) a license to the Company’s intellectual property, and (2) research and development services (“R&D services”). Based on this evaluation, the deliverables were separated into units of accounting. The arrangement consideration that is fixed or determinable at the inception of the arrangement was allocated to the separate units of accounting based on their relative selling prices. We may exercise significant judgment in determining whether a deliverable is a separate unit of accounting, as well as in estimating the selling prices of such unit of accounting. | |
The agreement extends, and royalties are payable, on a country-by-country and product-by-product basis, through the later of ten years after first commercial sale of a licensed product in such country, expiration of the last licensed patent covering a licensed product, its method of manufacture or use, or the expiration of other government grants providing market exclusivity, subject to certain rights of the parties to terminate the agreement on the occurrence of certain events. On termination of the agreement, the Company may be obliged to convey to BMS rights in developments relating to a licensed compound or licensed product, including regulatory filings, research results and other intellectual property rights. | To determine the selling price of a separate deliverable, we use the hierarchy as prescribed in ASC Topic 605-25 based on vendor-specific objective evidence (VSOE), third-party evidence (TPE) or best estimate of selling price (BESP). VSOE is based on the price charged when the element is sold separately and is the price actually charged for that deliverable. TPE is determined based on third-party evidence for a similar deliverable when sold separately and BESP is the price at which we would transact a sale if the elements of collaboration and license arrangements were sold on a stand-alone basis. We were not able to establish VSOE or TPE for the deliverables within collaboration and license arrangements, as we do not have a history of entering into such arrangements or selling the individual deliverables within such arrangements separately. In addition, there may be significant differentiation in these arrangements, which indicates that comparable third-party pricing may not be available. We determined that the selling price for the deliverables within collaboration and license arrangements should be determined using BESP. The process for determining BESP involved significant judgment on our part and included consideration of multiple factors such as prices offered by third parties, estimated direct expenses and other costs, and available data. The Company was able to determine the BESP for the license and R&D services, and thus, allocated the consideration in this arrangement based on relative selling price of each deliverable. The revenue allocated to the license was recognized upon the execution of the agreement as Takeda obtained the right to use the license upon execution of the agreement. The revenue for R&D services is being recognized over the estimated service period of 3 years. | |
The Takeda License and Collaboration Agreement | During the years ended December 31, 2012 and December 31, 2011, the Company recognized revenue of $3.1 million and $22.3 million under this agreement, respectively. At December 31, 2012 and 2011, $1.7 million and $3.3 million of revenue was deferred under this agreement. | |
On February 25, 2011, the Company (through its wholly owned operating subsidiary, ITI) entered into a license and collaboration agreement with Takeda Pharmaceutical Company Limited (Takeda) under which the Company agreed to collaborate to research, develop and commercialize its proprietary compound ITI-214 and other selected compounds that selectively inhibit PDE1 for use in the prevention and treatment of human diseases. As part of the agreement, the Company assigned to Takeda certain patents owned by the Company that claim ITI-214 and granted Takeda an exclusive license to develop and commercialize compounds identified in the conduct of the research program that satisfy specified criteria. However, the Company has retained rights to all compounds that do not meet the specified criteria and the Company continues to develop PDE1 inhibitors outside the scope of the agreement. | ||
Under the terms of the agreement, the Company is conducting a research program with an initial term of three years to identify and characterize compounds that meet certain specified criteria sufficient for further development by Takeda. The Company is responsible for the Company’s expenses incurred in the conduct of certain research activities specified in the research plan. Takeda has agreed to reimburse the Company for expenses the Company incurs in conducting additional research activities. | Beginning in 2003, the Company entered into several cooperative agreements and grants with the U.S. Army and the National Institutes of Health. Under these research agreements, the Company uses its patented technology to examine and characterize the effects of various agents and drugs on the signaling pathways in the brain and the biochemical mechanisms associated with various diseases of the brain. These agreements were originally from one to three years in length. The Company has not received any funding from these agreements since 2010. For the years ended December 31, 2012 and 2011, the Company recognized revenue of approximately $0 million and $1.03 million, respectively. | |
Takeda is obliged to use commercially reasonable efforts to develop and commercialize licensed compounds at its expense, and has agreed to reimburse the Company for the costs and expenses of development activities the Company may perform. The Company has formed a joint steering committee with Takeda to coordinate and oversee activities on which the Company and Takeda collaborate under the agreement. The Company has the option to co-promote any licensed product in the United States by assuming responsibility for a certain percentage of the detailing activity with respect to that product. | In May 2002, the Company entered into a license agreement (the License) and research agreement with a university. Under the provisions of the License, the Company is entitled to use this organization’s patented technology and other intellectual property relating to diagnosis and treatment of central nervous system disorders. | |
The Company is responsible for supplying Takeda with ITI-214 for nonclinical activities and Phase 1 clinical trials at the Company’s expense. Takeda is responsible, at its expense, for the manufacture and supply of compounds that it develops and commercializes under the agreement for all other activities. | The License expires upon expiration of the patent rights or 15 years subsequent to the first sale of products developed through this License. The Company is required to make future milestone payments for initiation of clinical trials and approval of a New Drug Application (NDA). Should the Company commercialize the technology related to this License, the Company would be required to make royalty payments, and would also be required to pay fees under any sublicense agreements with third parties. | |
Upon execution of the agreement, Takeda made a nonrefundable payment to the Company. The Company is eligible to receive payments of approximately $500 million in the aggregate upon achievement of certain development milestones and up to an additional $250 million in the aggregate upon achievement of certain sales-based milestones, along with tiered royalty payments ranging from the high single digits to the low teens in percent based on net sales by Takeda. | In connection with the License, the Company issued 800,000 shares of common stock to the organization. Upon issuance of the shares, the Company recorded the estimated fair value of the shares issued, approximately $120,000, as research and development expense. | |
The agreement extends, on a country-by-country and product-by-product basis, through the later of expiration of the last licensed patent covering a licensed product, its method of manufacture or use, the expiration of other government grants providing market exclusivity or ten years after first commercial sale of a licensed product in such country, subject to rights of the parties to sooner terminate the agreement on certain events and the right of Takeda to unilaterally terminate the agreement upon a specified number of days’ prior notice. Upon the termination of the agreement, Takeda is obliged to assign to the Company the patents covering ITI-214 assigned to Takeda upon the execution of the agreement, to grant the Company a license to develop and commercialize licensed compounds developed by Takeda and to transfer to the Company certain materials, information and regulatory materials reasonably necessary for us to continue the development and commercialization of those compounds. | In addition, the Company is required to use at least $1 million annually of its resources for the development and commercialization of the technology until the Company submits a NDA. The Company met its spending requirements in 2012, 2011 and 2010. There were no other payments made or required for the years ended December 31, 2012 and 2011. | |
The Company evaluates all deliverables within an arrangement to determine whether or not they provide value on a stand-alone basis. Based on this evaluation, the deliverables were separated into units of accounting. The arrangement consideration that is fixed or determinable at the inception of the arrangement was allocated to the separate units of accounting based on their relative selling prices. The Company may exercise significant judgment in determining whether a deliverable is a separate unit of accounting, as well as in estimating the selling prices of such unit of accounting. | In May 2005, the Company entered into a license agreement (the Agreement) with a company for the use of this company’s patented compounds. ITI intends to test and use the compounds in its research and development program as candidates for potential new drugs. | |
To determine the selling price of a separate deliverable, the Company uses the hierarchy as prescribed in ASC Topic 605-25 Revenue Recognition based on vendor-specific objective evidence (VSOE), third-party evidence (TPE) or best estimate of selling price (BESP). VSOE is based on the price charged when the element is sold separately and is the price actually charged for that deliverable. TPE is determined based on third-party evidence for a similar deliverable when sold separately and BESP is the price at which the Company would transact a sale if the elements of collaboration and license arrangements were sold on a stand-alone basis. The Company was not able to establish VSOE or TPE for the deliverables within collaboration and license arrangements, as the Company does not have a history of entering into such arrangements or selling the individual deliverables within such arrangements separately. In addition, there may be significant differentiation in these arrangements, which indicates that comparable third-party pricing may not be available. The Company determined that the selling price for the deliverables within collaboration and license arrangements should be determined using BESP. The process for determining BESP involved significant judgment on our part and included consideration of multiple factors such as estimated direct expenses and other costs, and available data. | The Agreement expires on the later of 10 years after the first commercial sale of a product developed using the licensed compound or upon expiration of the patent rights. The Company is required to make future milestone payments for commencement of certain clinical trials and filings with the U.S. Food and Drug Administration. Should the Company sell products covered by the Agreement, the Company would be required to make royalty payments. There were no payments under this Agreement for the years ended December 31, 2012 and 2011. | |
During the three- and nine-months ended September 30, 2013, the Company recognized revenue of $0.7 million, and $1.9 million under this agreement, respectively. At September 30, 2013 and December 31, 2012, $0.4 million and $1.7 million of revenue, respectively, was deferred under this agreement. | ||
Other License Agreement | ||
In May 2002, the Company entered into a license agreement (the License) and research agreement with a university. Under the provisions of the License, the Company is entitled to use this organization’s patented technology and other intellectual property relating to diagnosis and treatment of central nervous system disorders. | ||
The License expires upon expiration of the patent rights or 15 years subsequent to the first sale of products developed through this License. The Company is required to make future milestone payments for initiation of clinical trials and approval of a New Drug Application (NDA). Should the Company commercialize the technology related to this License, the Company would be required to make royalty payments, and would also be required to pay fees under any sublicense agreements with third parties. | ||
In connection with the License, the Company issued 400,000 shares of common stock to the organization. Upon issuance of the shares, the Company recorded the estimated fair value of the shares issued, approximately $120,000, as research and development expense. | ||
In addition, the Company is required to use at least $1.0 million annually of its resources for the development and commercialization of the technology until the Company submits an NDA. The Company met its spending requirements in 2012. There were no other payments made or required for the three- and nine-months ended September 30, 2013 and 2012 and the year ended December 31, 2012. |
Convertible_Promissory_Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2012 | |
Debt Disclosure [Abstract] | ' |
Convertible Promissory Notes | ' |
8. Convertible Promissory Notes | |
In October 2012, the Company entered into an agreement with existing investors to obtain $15.2 million in exchange for convertible promissory notes net of $26,888 of offering costs. The proceeds will be used to finance research studies. The debt plus 6% accrued interest will be converted to 5,051,960 shares at ($3.01/share) of Series D Preferred Stock at the maturity date of October 25, 2013 or later if amended. The Company has amortized fees associated with the debt issuance and the balance remaining as of December 31, 2012 is $16,880. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2012 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
9. Commitments and Contingencies | |
The Company currently has operating lease agreements with commitments for $605,000 through 2013 for laboratory and office facilities. Rent expense for the years ended December 31, 2012 and 2011 was $809,332 and $691,823, respectively. |
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2012 | |
Compensation And Retirement Disclosure [Abstract] | ' |
Employee Benefit Plan | ' |
10 . Employee Benefit Plan | |
The Company sponsors a defined contribution 401(k) plan covering all full-time employees. Participants may elect to contribute their annual pre-tax earnings up to the federally allowed maximum limits. The Company makes a matching contribution of 50% on the first 6% of contributions made by participants. Participant and Company contributions vest immediately. During the years ended December 31, 2012 and 2011, the Company recorded matching contribution expense of $79,656 and $76,231, respectively. |
Subsequent_Events
Subsequent Events | 12 Months Ended | 7 Months Ended |
Dec. 31, 2012 | Mar. 31, 2013 | |
Oneida Resources Corp | ||
Subsequent Events | ' | ' |
11. Subsequent Events | Note 8 - Subsequent Events | |
The Company evaluated subsequent events through June 19, 2013, the date these financial statements were issued. | Subsequent to March 31, 2013, professional fees of $3,400 were paid on behalf of the Company by Sunrise Financial Group Inc. (“SFG”). | |
Subsequent to March 31, 2013, the Company received approximately $6,000 relating to the promissory note with NLBDIT 2010 Enterprises, LLC for professional fees. |
Going_Concern
Going Concern (Oneida Resources Corp) | 7 Months Ended |
Mar. 31, 2013 | |
Oneida Resources Corp | ' |
Going Concern | ' |
Note 3 - Going Concern | |
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. | |
The Company has incurred losses from inception of approximately $32,000, and has negative working capital of approximately $22,000 at March 31, 2013, which among other factors, raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management’s plan to find a suitable acquisition or merger candidate, raise additional capital from the sales of stock, and receive loans from related parties. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. |
Common_Stock
Common Stock (Oneida Resources Corp) | 7 Months Ended |
Mar. 31, 2013 | |
Oneida Resources Corp | ' |
Common Stock | ' |
Note 5 - Common Stock | |
On August 29, 2012, the Company authorized one hundred million (100,000,000) shares of common stock. On October 15, 2012, the Company received a subscription for five million (5,000,000) shares of common stock. On October 23, 2012, the Company received payment of $10,000 for the subscription. |
Related_Party_Transactions
Related Party Transactions (Oneida Resources Corp) | 7 Months Ended |
Mar. 31, 2013 | |
Oneida Resources Corp | ' |
Related Party Transactions | ' |
Note 7 - Related Party Transactions | |
The Company utilizes the office space and equipment of its management at no cost. | |
On October 15, 2012, the Company issued a Promissory Note payable (the “Note”) to NLBDIT 2010 Enterprises, LLC. The Note bears interest at 6% and is payable upon completion of a business combination with a private company in a reverse merger or other transaction after which the Company would cease to be a shell company. At March 31, 2013, there is no outstanding balance. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended | 7 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | |||||||||||||||||||||||||
Oneida Resources Corp | |||||||||||||||||||||||||||
Use of Estimates | ' | ' | ' | ||||||||||||||||||||||||
Use of Estimates | Use of Estimates | Use of Estimates | |||||||||||||||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although actual results could differ from those estimates, management does not believe that such differences would be material. | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although actual results could differ from those estimates, management does not believe that such differences would be material. | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||||||||||
Cash and Cash Equivalents | ' | ' | ' | ||||||||||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | Cash Equivalents | |||||||||||||||||||||||||
The Company considers all highly liquid investments with a maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist of money market investments and certificates of deposit with commercial banks and financial institutions. Certificates of deposit with a maturity date of more than three months are classified separately on the balance sheet. Their carrying values approximate the fair market value. | The Company considers all highly liquid investments with a maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist of certificates of deposit with commercial banks and financial institutions. Certificates of deposit with a maturity date of more than three months are classified separately on the balance sheet. Their carrying values approximate the fair market value. | The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. There are no cash equivalents at the balance sheet date. | |||||||||||||||||||||||||
Fair Value Measurements | ' | ' | ' | ||||||||||||||||||||||||
Fair Value Measurements | Fair Value Measurements | ||||||||||||||||||||||||||
The Company applies the fair value method under ASC Topic 820, Fair Value Measurements and Disclosures. ASC Topic 820 defines fair value, establishes a fair value hierarchy for assets and liabilities measured at fair value and requires expanded disclosures about fair value measurements. The ASC Topic 820 hierarchy ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value and requires assets and liabilities carried at fair value to be classified and disclosed in one of the following categories based on the lowest level input used that is significant to a particular fair value measurement: | The Company applies the fair value method under ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a fair value hierarchy for assets and liabilities measured at fair value and requires expanded disclosures about fair value measurements. The ASC 820 hierarchy ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value and requires assets and liabilities carried at fair value to be classified and disclosed in one of the following categories based on the lowest level input used that is significant to a particular fair value measurement: | ||||||||||||||||||||||||||
• | Level 1—Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. | • | Level 1—Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. | ||||||||||||||||||||||||
• | Level 2—Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models, such as interest rates and yield curves that can be corroborated by observable market data. | • | Level 2—Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models, such as interest rates and yield curves that can be corroborated by observable market data. | ||||||||||||||||||||||||
• | Level 3—Fair value is determined by inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgments to be made by a reporting entity – e.g., determining an appropriate adjustment to a discount factor for illiquidity associated with a given security. | • | Level 3 – Fair value is determined by inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgments to be made by a reporting entity—e.g., determining an appropriate adjustment to a discount factor for illiquidity associated with a given security. | ||||||||||||||||||||||||
The Company evaluates financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them each reporting period. This determination requires the Company to make subjective judgments as to the significance of inputs used in determining fair value and where such inputs lie within the ASC Topic 820 hierarchy. | The Company evaluates financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them each reporting period. This determination requires the Company to make subjective judgments as to the significance of inputs used in determining fair value and where such inputs lie within the ASC 820 hierarchy. | ||||||||||||||||||||||||||
The Company has no assets or liabilities that were measured using quoted prices for similar assets and liabilities or significant unobservable inputs (Level 2 and Level 3 assets and liabilities, respectively) as of September 30, 2013 and December 31, 2012. The carrying value of cash held in money market funds of approximately $21.2 million as of September 30, 2013 and approximately $1.2 million as of December 31, 2012, is included in cash and cash equivalents and approximates market value based on quoted market price or Level 1 inputs. | The Company has no assets or liabilities that were measured using quoted prices for similar assets and liabilities or significant unobservable inputs (Level 2 and Level 3 assets and liabilities, respectively) as of December 31, 2012. The carrying value of cash held in money market funds of approximately $1.2 million as of December 31, 2012, is included in cash and cash equivalents and approximates market value based on quoted market price or Level 1 inputs. | ||||||||||||||||||||||||||
Financial Instruments | ' | ' | ' | ||||||||||||||||||||||||
Financial Instruments | Financial Instruments | ||||||||||||||||||||||||||
The Company considers the recorded costs of its financial assets and liabilities, which consist of cash equivalents, accounts receivable, accounts payable and accrued liabilities, to approximate their fair value because of their relatively short maturities at September 30, 2013 and December 31, 2012. Management believes that the risks associated with its financial instruments are minimal as the counterparties are financial institutions of high credit standing. | The Company considers the recorded costs of its financial assets and liabilities, which consist of cash equivalents, accounts receivable, accounts payable and accrued liabilities, to approximate their fair value because of their relatively short maturities at December 31, 2012 and 2011. Management believes that the risks associated with its financial instruments are minimal as the counterparties are various corporations, financial institutions and government agencies of high credit standing. | ||||||||||||||||||||||||||
Concentration of Credit Risk | ' | ' | ' | ||||||||||||||||||||||||
Concentration of Credit Risk | Concentration of Credit Risk | ||||||||||||||||||||||||||
Cash equivalents are held with major financial institutions in the United States. Certificates of deposit held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. | Cash equivalents are held with major financial institutions in the United States. Certificates of deposit held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. | ||||||||||||||||||||||||||
Accounts Receivable | ' | ' | ' | ||||||||||||||||||||||||
Accounts Receivable | Accounts Receivable | ||||||||||||||||||||||||||
Accounts receivable that management has the intent and ability to collect are reported in the balance sheets at outstanding amounts, less an allowance for doubtful accounts. The Company writes off uncollectible receivables when the likelihood of collection is remote. | Accounts receivable that management has the intent and ability to collect are reported in the balance sheets at outstanding amounts, less an allowance for doubtful accounts. The Company writes off uncollectible receivables when the likelihood of collection is remote. | ||||||||||||||||||||||||||
The Company evaluates the collectability of accounts receivable on a regular basis. The allowance, if any, is based upon various factors including the financial condition and payment history of customers, an overall review of collections experience on other accounts and economic factors or events expected to affect future collections experience. No allowance was recorded as of September 30, 2013 and December 31, 2012, as the Company has a history of collecting on all accounts including, but not limited to, collaborations funding its research. | The Company evaluates the collectability of accounts receivable on a regular basis. The allowance, if any, is based upon various factors including the financial condition and payment history of customers, an overall review of collections experience on other accounts and economic factors or events expected to affect future collections experience. No allowance was recorded as of December 31, 2012, as the Company has a history of collecting on all accounts including government agencies and collaborations funding its research. | ||||||||||||||||||||||||||
Property and Equipment | ' | ' | ' | ||||||||||||||||||||||||
Property and Equipment | Property and Equipment | ||||||||||||||||||||||||||
Property and equipment is stated at cost and depreciated on a straight-line basis over estimated useful lives ranging from three to five years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the assets or the term of the related lease. Expenditures for maintenance and repairs are charged to operations as incurred. | Property and equipment is stated at cost and depreciated on a straight-line basis over estimated useful lives ranging from three to five years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the assets or the term of the related lease. Expenditures for maintenance and repairs are charged to operations as incurred. | ||||||||||||||||||||||||||
When indicators of possible impairment are identified, the Company evaluates the recoverability of the carrying value of its long-lived assets based on the criteria established in ASC Topic 360, Property, Plant and Equipment. The Company considers historical performance and anticipated future results in its evaluation of potential impairment. The Company evaluates the carrying value of those assets in relation to the operating performance of the business and undiscounted cash flows expected to result from the use of those assets. Impairment losses are recognized when carrying value exceeds the undiscounted cash flows then management must determine the fair value of the underlying asset. No such impairment losses have been recognized to date. | When indicators of possible impairment are identified, the Company evaluates the recoverability of the carrying value of its long-lived assets based on the criteria established in ASC 360, Property, Plant and Equipment. The Company considers historical performance and anticipated future results in its evaluation of potential impairment. The Company evaluates the carrying value of those assets in relation to the operating performance of the business and undiscounted cash flows expected to result from the use of those assets. Impairment losses are recognized when carrying value exceeds the undiscounted cash flows then management must determine the fair value of the underlying asset. No such impairment losses have been recognized to date. | ||||||||||||||||||||||||||
Revenue Recognition | ' | ' | ' | ||||||||||||||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||||||||||||||||
The Company earns its license and collaboration revenue from its significant partnership with Takeda Pharmaceutical Company Limited (Takeda). In order to further its research projects and support its collaborations, the Company will require additional financing until such time that revenue streams are sufficient to generate consistent positive cash flow from operations. Possible sources of funds include strategic alliances, additional equity offerings, grants and contracts, and research and development funding from third parties. | Revenue is recognized when all terms and conditions of the agreements have been met, including persuasive evidence of an arrangement, delivery has occurred or services have been rendered, price is fixed or determinable and collectability is reasonably assured. The Company is reimbursed for certain costs incurred on specified research projects under the terms and conditions of grants, collaboration agreements, and awards. The Company records the amount of reimbursement as revenues on a gross basis in accordance with ASC 605-45, Revenue Recognition/Principal Agent Considerations. The Company is the primary obligor with respect to purchasing goods and services from third-party suppliers, is obligated to compensate the service provider for the work performed, and has discretion in selecting the supplier. Provisions for estimated losses on research grant projects and any other contracts are made in the period such losses are determined. | ||||||||||||||||||||||||||
Revenue is recognized when all terms and conditions of the agreements have been met, including persuasive evidence of an arrangement, delivery has occurred or services have been rendered, price is fixed or determinable and collectability is reasonably assured. The Company is reimbursed for certain costs incurred on specified research projects under the terms and conditions of grants, collaboration agreements, and awards. The Company records the amount of reimbursement as revenues on a gross basis in accordance with ASC Topic 605-45, Revenue Recognition/Principal Agent Considerations. The Company is the primary obligor with respect to purchasing goods and services from third-party suppliers, is obligated to compensate the service provider for the work performed, and has discretion in selecting the supplier. Provisions for estimated losses on research grant projects and any other contracts are made in the period such losses are determined. | Effective January 1, 2011, the Company adopted a new accounting standard that amends the guidance on the accounting for arrangements involving the delivery of more than one element. Pursuant to the new standard, each required deliverable is evaluated to determine whether it qualifies as a separate unit of accounting. For ITI this determination is generally based on whether the deliverable has “stand-alone value” to the customer. The Company adopted this new accounting standard on a prospective basis for all Multiple-Deliverable Revenue Arrangements (MDRAs) entered into on or after January 1, 2011, and for any MDRAs that were entered into prior to January 1, 2011, but materially modified on or after that date. | ||||||||||||||||||||||||||
The Company engages in transactions with delivery of more than one element. Each required deliverable is evaluated to determine whether it qualifies as a separate unit of accounting. For the Company, this determination is generally based on whether the deliverable has “stand-alone value” to the customer. The Company adopted accounts for all Multiple-Deliverable Revenue Arrangements (MDRAs) in accordance with ASC Topic 605-25, Revenue Recognition—Multiple Element Arrangements. | For MDRAs entered into prior to January 1, 2011 (pre-2011 arrangements) and not materially modified thereafter, we continue to apply our prior accounting policy with respect to such arrangements. Under this policy, in general, revenue from non-refundable, up-front fees related to intellectual property rights/licenses, where we have continuing involvement and where standalone value could not be determined under the previous guidance, is recognized ratably over the estimated period of ongoing involvement. In general, the consideration with respect to the other deliverables is recognized when the goods or services are delivered. | ||||||||||||||||||||||||||
The adoption of this accounting standard did not have a material impact on our results of operations for the years ended December 31, 2012 and 2011, or on our financial positions as of December 31, 2012 and 2011. Our results of operations for the year ended December 31, 2010 also would not have been materially impacted if the accounting standard had been adopted on January 1, 2010. | |||||||||||||||||||||||||||
The Company accounts for milestone revenue in accordance with ASC Topic 605-28, Milestone Method. Under this guidance, the Company recognizes revenue contingent upon the achievement of a substantive milestone in its entirety in the period the milestone is achieved. Substantive milestone payments are recognized upon achievement of the milestone only if all of the following conditions are met: | |||||||||||||||||||||||||||
In January 2011, the Company adopted ASC Topic 605-28, Milestone Method. Under this guidance, we recognize revenue contingent upon the achievement of a substantive milestone in its entirety in the period the milestone is achieved. Substantive milestone payments are recognized upon achievement of the milestone only if all of the following conditions are met: | |||||||||||||||||||||||||||
• | The milestone payments are non-refundable; | ||||||||||||||||||||||||||
• | The milestone payments are non-refundable; | ||||||||||||||||||||||||||
• | Achievement of the milestone involves a degree of risk and was not reasonably assured at the inception of the arrangement; | ||||||||||||||||||||||||||
• | Achievement of the milestone involves a degree of risk and was not reasonably assured at the inception of the arrangement; | ||||||||||||||||||||||||||
• | Substantive effort on our part is involved in achieving the milestone; | ||||||||||||||||||||||||||
• | Substantive effort on our part is involved in achieving the milestone; | ||||||||||||||||||||||||||
• | The amount of the milestone payment is reasonable in relation to the effort expended or the risk associated with achievement of the milestone; and | ||||||||||||||||||||||||||
• | The amount of the milestone payment is reasonable in relation to the effort expended or the risk associated with achievement of the milestone; and | ||||||||||||||||||||||||||
• | A reasonable amount of time passes between the up-front license payment and the first milestone payment, as well as between each subsequent milestone payment. | ||||||||||||||||||||||||||
Determination as to whether a payment meets the aforementioned conditions involves management’s judgment. If any of these conditions are not met, the resulting payment would not be considered a substantive milestone, and therefore, the resulting payment would be considered part of the consideration for the single unit of accounting and be recognized as revenue in accordance with the revenue models described above. In addition, the determination that one such payment was not a substantive milestone could prevent us from concluding that subsequent milestone payments were substantive milestones and, as a result, any additional milestone payments could also be considered part of the consideration for the single unit of accounting and would be recognized as revenue as such performance obligations are performed under either the proportional performance or straight-line methods, as applicable. | • | A reasonable amount of time passes between the up-front license payment and the first milestone payment, as well as between each subsequent milestone payment. | |||||||||||||||||||||||||
Determination as to whether a payment meets the aforementioned conditions involves management’s judgment. If any of these conditions are not met, the resulting payment would not be considered a substantive milestone, and therefore, the resulting payment would be considered part of the consideration for the single unit of accounting and be recognized as revenues in accordance with the revenue models described above. In addition, the determination that one such payment was not a substantive milestone could prevent us from concluding that subsequent milestone payments were substantive milestones and, as a result, any additional milestone payments could also be considered part of the consideration for the single unit of accounting and would be recognized as revenue as such performance obligations are performed under either the proportional performance or straight-line methods, as applicable. | |||||||||||||||||||||||||||
Deferred Revenue | ' | ' | ' | ||||||||||||||||||||||||
Deferred Revenue | Deferred Revenue | ||||||||||||||||||||||||||
Cash received as prepayment on future services is deferred and recognized as revenue as the services are performed. The Company must remit interest on any deferred revenue related to a governmental agency. As of September 30, 2013 and December 31, 2012, no interest was due as the Company did not have any deferred revenue from a government agency. | Cash received as prepayment on future services is deferred and recognized as revenue as the services are performed. The Company must remit interest on any deferred revenue related to a governmental agency. As of December 31, 2012 and 2011, no interest was due as the Company did not have any deferred revenue from a government agency. | ||||||||||||||||||||||||||
Research and Development | ' | ' | ' | ||||||||||||||||||||||||
Research and Development | Research and Development | ||||||||||||||||||||||||||
Except for payments made in advance of services, the Company expenses its research and development costs as incurred. For payments made in advance, the Company recognizes research and development expense as the services are rendered. Research and development costs primarily consist of salaries and related expenses for personnel and resources and the costs of clinical trials. Other research and development expenses include preclinical analytical testing, outside services, providers, materials and consulting fees. | Except for payments made in advance of services, the Company expenses its research and development costs as incurred. For payments made in advance, the Company recognizes research and development expense as the services are rendered. Research and development costs primarily consist of salaries and related expenses for personnel and resources and the costs of clinical trials. Other research and development expenses include preclinical analytical testing, outside services, providers, materials and consulting fees. | ||||||||||||||||||||||||||
Income Taxes | ' | ' | ' | ||||||||||||||||||||||||
Income Taxes | Income Taxes | Income Taxes | |||||||||||||||||||||||||
Income taxes are accounted for using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and its respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. | Income taxes are accounted for using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and its respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. | The Company utilizes the accrual method of accounting for income taxes. Under the accrual method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized. | |||||||||||||||||||||||||
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce net deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable for the period and the change during the period in deferred tax assets and liabilities. | The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. | ||||||||||||||||||||||||||
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce net deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable for the period and the change during the period in deferred tax assets and liabilities. | For tax positions meeting a “more-likely than-not” threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. As of March 31, 2013, the Company has no accrued interest or penalties related to uncertain tax positions. | ||||||||||||||||||||||||||
The Company accounts for uncertain tax positions pursuant to ASC Topic 740 (previously included in FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes–an Interpretation of FASB Statement No. 109). Financial statement recognition of a tax position taken or expected to be taken in a tax return is determined based on a more-likely-than-not threshold of that position being sustained. If the tax position meets this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. | The Company accounts for uncertain tax positions pursuant to ASC 740 (previously included in Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109). Financial statement recognition of a tax position taken or expected to be taken in a tax return is determined based on a more-likely-than-not threshold of that position being sustained. If the tax position meets this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. | ||||||||||||||||||||||||||
Comprehensive Income (Loss) | ' | ' | ' | ||||||||||||||||||||||||
Comprehensive Income (Loss) | Comprehensive Income (Loss) | ||||||||||||||||||||||||||
ASC Topic 220-10, Reporting Comprehensive Income, requires the presentation of the comprehensive income or loss and its components as part of the financial statements if comprehensive income (loss) differs from net income (loss). For the three- and nine-months ended September 30, 2013 and the year ended December 31, 2012, the Company’s net loss equals comprehensive loss. | ASC 220-10, Reporting Comprehensive Income, requires the presentation of the comprehensive income or loss and its components as part of the financial statements. For the years ended December 31, 2012, 2011 and 2010, the Company’s net (loss) income equals comprehensive (loss) income. | ||||||||||||||||||||||||||
Share-Based Compensation | ' | ' | ' | ||||||||||||||||||||||||
Share-Based Compensation | Share-Based Compensation | ||||||||||||||||||||||||||
Share-based payments are accounted for in accordance with the provisions of ASC Topic 718, Compensation—Stock Compensation. The fair value of share-based payments is estimated, on the date of grant, using the Black-Scholes-Merton option-pricing model (the Black-Scholes model). The resulting fair value is recognized ratably over the requisite service period, which is generally the vesting period of the option. | Share-based payments are accounted for in accordance with the provisions of ASC 718, Compensation—Stock Compensation (ASC 718). The fair value of share-based payments is estimated, on the date of grant, using the Black-Scholes-Merton option-pricing model (the Black-Scholes model). The resulting fair value is recognized ratably over the requisite service period, which is generally the vesting period of the option. | ||||||||||||||||||||||||||
For all time vesting awards granted, expense is amortized using the straight-line attribution method. For awards that contain a performance condition, expense is amortized using the accelerated attribution method. As share-based compensation expense recognized in the statements of operations for the three- and nine-months ended September 30, 2013 and 2012 and the year ended December 31, 2012, is based on share-based awards ultimately expected to vest, it has been reduced for estimated forfeitures. | For all time vesting awards granted, expense is amortized using the straight-line attribution method. For awards that contain a performance condition, expense is amortized using the accelerated attribution method. As share-based compensation expense recognized in the statements of operations for the years ended December 31, 2012 and 2011, is based on share-based awards ultimately expected to vest, it has been reduced for estimated forfeitures. | ||||||||||||||||||||||||||
ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Pre-vesting forfeitures are based on the Company’s historical experience for the three- and nine-months ended September 30, 2013 and 2012 and the year ended December 31, 2012, and have not been material. | ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Pre-vesting forfeitures are based on the Company’s historical experience for the years ended December 31, 2012, 2011 and 2010, and have not been material. | ||||||||||||||||||||||||||
The Company utilizes the Black-Scholes model for estimating fair value of its stock options granted. Option valuation models, including the Black-Scholes model, require the input of subjective assumptions, and changes in the assumptions used can materially affect the grant date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility and the expected life of the award. | The Company utilizes the Black-Scholes model for estimating fair value of its stock options granted. Option valuation models, including Black-Scholes model, require the input of subjective assumptions, and changes in the assumptions used can materially affect the grant date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility and the expected life of the award. | ||||||||||||||||||||||||||
Expected volatility rates are based on historical volatility of the common stock of comparable publicly traded entities and other factors due to the lack of historic information of the Company’s common stock. The expected life of stock-based options is the period of time for which the stock-based options are expected to be outstanding. Given the lack of historic exercise data, the expected life is determined using the “simplified method” which is defined as the midpoint between the vesting date and the end of the contractual term. | Expected volatility rates are based on historical volatility of the common stock of comparable publicly traded entities and other factors due to the lack of historic information of the Company’s common stock. The expected life of stock-based options is the period of time for which the stock-based options are expected to be outstanding. Given the lack of historic exercise data, the expected life is determined using the “simplified method” which is defined as the midpoint between the vesting date and the end of the contractual term. | ||||||||||||||||||||||||||
The risk-free interest rates are based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The Company has not paid dividends to its stockholders since its inception and does not plan to pay cash dividends in the foreseeable future. Therefore, the Company has assumed an expected dividend rate of zero. | |||||||||||||||||||||||||||
Given the absence of an active market for the Company’s common stock, the exercise price of the stock options on the date of grant was determined and approved by the board of directors using several factors, including progress and milestones achieved in the Company’s business development and performance, the price per share of its convertible preferred stock offerings and general industry and economic trends. In establishing the estimated fair value of the common stock, the Company considered the guidance set forth in American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. | The risk-free interest rates are based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The Company has not paid dividends to its stockholders since its inception and does not plan to pay cash dividends in the foreseeable future. Therefore, the Company has assumed an expected dividend rate of zero. | ||||||||||||||||||||||||||
Under ASC Topic 718, the cumulative amount of compensation cost recognized for instruments classified as equity that ordinarily would result in a future tax deduction under existing tax law shall be considered to be a deductible difference in applying ASC Topic 740, Income Taxes. The deductible temporary difference is based on the compensation cost recognized for financial reporting purposes; however, these provisions currently do not impact the Company, as all the deferred tax assets have a full valuation allowance. | Given the absence of an active market for the Company’s common stock, the exercise price of the stock options on the date of grant was determined and approved by the board of directors using several factors, including progress and milestones achieved in the Company’s business development and performance, the price per share of its convertible preferred stock offerings and general industry and economic trends. In establishing the estimated fair value of the common stock, the Company considered the guidance set forth in American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. | ||||||||||||||||||||||||||
Since the Company had net operating loss carryforwards as of September 30, 2013 and December 31, 2012, no excess tax benefits for the tax deductions related to share-based awards were recognized in the statements of operations. | Under ASC 718, the cumulative amount of compensation cost recognized for instruments classified as equity that ordinarily would result in a future tax deduction under existing tax law shall be considered to be a deductible difference in applying ASC 740, Income Taxes. The deductible temporary difference is based on the compensation cost recognized for financial reporting purposes; however, these provisions currently do not impact the Company, as all the deferred tax assets have a full valuation allowance. | ||||||||||||||||||||||||||
Equity instruments issued to non-employees are accounted for under the provisions of ASC Topic 718 and ASC Topic 505-50, Equity/Equity-Based Payments to Non-Employees. Accordingly, the estimated fair value of the equity instrument is recorded on the earlier of the performance commitment date or the date the services required are completed and are marked to market during the service period. | Since the Company had net operating loss carryforwards as of December 31, 2012 and 2011, no excess tax benefits for the tax deductions related to share-based awards were recognized in the statements of operations. | ||||||||||||||||||||||||||
Equity instruments issued to non-employees are accounted for under the provisions of ASC 718 and ASC 505-50, Equity/Equity-Based Payments to Non-Employees. Accordingly, the estimated fair value of the equity instrument is recorded on the earlier of the performance commitment date or the date the services required are completed and are marked to market during the service period. | |||||||||||||||||||||||||||
(Loss) Earnings Per Share | ' | ' | ' | ||||||||||||||||||||||||
Loss Per Share | (Loss) Earnings Per Share | Loss Per Common Share | |||||||||||||||||||||||||
Loss per share is calculated under the two-class method under which all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities based on their respective rights to receive dividends. | (Loss) Earnings per share is calculated under the two-class method under which all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities based on their respective rights to receive dividends. In the event that the Board of Directors shall declare a dividend payable in cash or other property on the then-outstanding shares of common stock, the holders of the Redeemable Preferred Series A, B, and C convertible preferred stock shall be entitled to receive the amount of dividends per share of Preferred Stock that would be payable on the largest number of whole shares of Common Stock into which each share of Preferred Stock could then be converted. Therefore, the Redeemable Preferred Series A, B, and C Preferred Stock are participating securities. | Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments for the period presented. | |||||||||||||||||||||||||
Basic net loss per common share is determined by dividing the net loss allocable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing the net loss allocable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period. The treasury stock method is used to determine the dilutive effect of the Company’s stock option grants. | |||||||||||||||||||||||||||
The following common stock equivalents were excluded in the calculation of diluted loss per share because their effect would be anti-dilutive as applied to the loss from operations as of the three- and nine- months ended September 30, 2013 and 2012: | Basic net (loss) income per common share is determined by dividing the net (loss) income allocable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net (loss) income per share is computed by dividing the net (loss) income allocable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period. The treasury stock method is used to determine the dilutive effect of the Company’s stock option grants and the if-converted method is used to determine the dilutive effect of the Company’s Redeemable Preferred Series A, B, and C convertible preferred stock. | ||||||||||||||||||||||||||
Three-Months Ended | Nine-Months Ended | Year Ended December 30 | |||||||||||||||||||||||||
September 30 | September 30 | 2012 | 2011 | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Basic (loss) income per common share | |||||||||||||||||||||||
Stock options | 712.525 | 901,210 | 710,819 | 901,210 | Net (loss) income | $ | (16,590,827 | ) | $ | 11,092,429 | |||||||||||||||||
Less: Undistributed (loss) earnings allocated to participating securities | (1,672,223 | ) | (6,747,903 | ) | |||||||||||||||||||||||
Net (loss) earnings allocable to common shares | $ | (18,263,050 | ) | $ | 4,344,526 | ||||||||||||||||||||||
Basic weighted average common shares outstanding | 11,215,077 | 11,202,990 | |||||||||||||||||||||||||
Basic (loss) earnings per common share | $ | (1.63 | ) | $ | 0.39 | ||||||||||||||||||||||
Diluted (loss) earnings per common share | |||||||||||||||||||||||||||
Net (loss) earnings | $ | (16,590,827 | ) | $ | 11,092,429 | ||||||||||||||||||||||
Less: Undistributed (loss) earnings allocated to participating securities | (1,672,223 | ) | (6,747,903 | ) | |||||||||||||||||||||||
Net (loss) earnings allocable to common shares | $ | (18,263,050 | ) | $ | 4,344,526 | ||||||||||||||||||||||
Basic weighted average common shares outstanding | 11,215,077 | 11,202,990 | |||||||||||||||||||||||||
Effect of dilutive options | — | 1,987,486 | |||||||||||||||||||||||||
Diluted weighted average common shares outstanding | 11,215,077 | 13,190,476 | |||||||||||||||||||||||||
Diluted (loss) earnings per common share | $ | (1.63 | ) | $ | 0.33 | ||||||||||||||||||||||
The following common stock equivalents were excluded in the calculation of diluted (loss) earnings per share because their effect would be anti-dilutive as applied to the loss from operations as of December 31, 2012: | |||||||||||||||||||||||||||
Year Ended December 31 | |||||||||||||||||||||||||||
2012 | 2011 | ||||||||||||||||||||||||||
Series A, B, and C Preferred Stock | 13,094,663 | 13,094,663 | |||||||||||||||||||||||||
Stock options | 2,132,194 | — | |||||||||||||||||||||||||
Convertible promissory notes | 834,106 | — | |||||||||||||||||||||||||
Recently Issued Accounting Pronouncements | ' | ' | ' | ||||||||||||||||||||||||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | Recent Accounting Pronouncements | |||||||||||||||||||||||||
In April 2013, FASB issued Accounting Standards Update (ASU) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which amended interim and annual reporting requirements about accumulated other comprehensive income (AOCI). In interim periods, companies are required to report information about reclassifications out of AOCI and changes in AOCI balances. The provision of ASU 2013-02 became effective for the first quarter of 2013. The adoption of ASU 2103-02 did not have a material effect on the Company’s consolidated results of operations, financial position or liquidity. | In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. ASU 2011-05 revises the manner in which entities present comprehensive income in their financial statements. The recent guidance removes the presentation options in ASC 220 and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. ASU 2011-05 did not change the items that must be reported in other comprehensive income. The Company adopted the provisions of ASU 2011-05 for the year ended December 31, 2012 and elected the second option. However, for the years ended December 31, 2012 and 2011, the Company’s net (loss) income equals comprehensive (loss) income, and, therefore, a separate statement of other comprehensive income was not necessary. | Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. | |||||||||||||||||||||||||
Emerging Growth Company | ' | ' | ' | ||||||||||||||||||||||||
Emerging Growth Company | |||||||||||||||||||||||||||
The Company is an “emerging growth company” and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ' | ||||||||||||||||||||||||
(Loss) Earnings per share | ' | ' | ||||||||||||||||||||||||
Basic net (loss) income per common share is determined by dividing the net (loss) income allocable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net (loss) income per share is computed by dividing the net (loss) income allocable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period. The treasury stock method is used to determine the dilutive effect of the Company’s stock option grants and the if-converted method is used to determine the dilutive effect of the Company’s Redeemable Preferred Series A, B, and C convertible preferred stock. | ||||||||||||||||||||||||||
Year Ended December 30 | ||||||||||||||||||||||||||
2012 | 2011 | |||||||||||||||||||||||||
Basic (loss) income per common share | ||||||||||||||||||||||||||
Net (loss) income | $ | (16,590,827 | ) | $ | 11,092,429 | |||||||||||||||||||||
Less: Undistributed (loss) earnings allocated to participating securities | (1,672,223 | ) | (6,747,903 | ) | ||||||||||||||||||||||
Net (loss) earnings allocable to common shares | $ | (18,263,050 | ) | $ | 4,344,526 | |||||||||||||||||||||
Basic weighted average common shares outstanding | 11,215,077 | 11,202,990 | ||||||||||||||||||||||||
Basic (loss) earnings per common share | $ | (1.63 | ) | $ | 0.39 | |||||||||||||||||||||
Diluted (loss) earnings per common share | ||||||||||||||||||||||||||
Net (loss) earnings | $ | (16,590,827 | ) | $ | 11,092,429 | |||||||||||||||||||||
Less: Undistributed (loss) earnings allocated to participating securities | (1,672,223 | ) | (6,747,903 | ) | ||||||||||||||||||||||
Net (loss) earnings allocable to common shares | $ | (18,263,050 | ) | $ | 4,344,526 | |||||||||||||||||||||
Basic weighted average common shares outstanding | 11,215,077 | 11,202,990 | ||||||||||||||||||||||||
Effect of dilutive options | — | 1,987,486 | ||||||||||||||||||||||||
Diluted weighted average common shares outstanding | 11,215,077 | 13,190,476 | ||||||||||||||||||||||||
Diluted (loss) earnings per common share | $ | (1.63 | ) | $ | 0.33 | |||||||||||||||||||||
Common Stock Equivalents Excluded in Calculation of Diluted (Loss) Earning Per Share | ' | ' | ||||||||||||||||||||||||
The following common stock equivalents were excluded in the calculation of diluted loss per share because their effect would be anti-dilutive as applied to the loss from operations as of the three- and nine- months ended September 30, 2013 and 2012: | The following common stock equivalents were excluded in the calculation of diluted (loss) earnings per share because their effect would be anti-dilutive as applied to the loss from operations as of December 31, 2012: | |||||||||||||||||||||||||
Three-Months Ended | Nine-Months Ended | Year Ended December 31 | ||||||||||||||||||||||||
September 30 | September 30 | 2012 | 2011 | |||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Series A, B, and C Preferred Stock | 13,094,663 | 13,094,663 | ||||||||||||||||||||
Stock options | 712.525 | 901,210 | 710,819 | 901,210 | Stock options | 2,132,194 | — | |||||||||||||||||||
Convertible promissory notes | 834,106 | — |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||
Property Plant And Equipment [Abstract] | ' | ' | ||||||||||||||||
Property and Equipment | ' | ' | ||||||||||||||||
Property and equipment consist of the following: | Property and equipment consist of the following: | |||||||||||||||||
September 30, | December 31, | December 31 | ||||||||||||||||
2013 | 2012 | 2012 | 2011 | |||||||||||||||
Computer equipment | $ | 93,915 | $ | 92,318 | Computer equipment | $ | 92,318 | $ | 107,940 | |||||||||
Furniture and fixtures | 46,523 | 42,736 | Furniture and fixtures | 42,736 | 42,736 | |||||||||||||
Scientific equipment | 2,851,947 | 2,824,076 | Scientific equipment | 2,824,076 | 2,786,539 | |||||||||||||
Leasehold improvements | 319,553 | 319,553 | Leasehold improvements | 319,553 | 319,553 | |||||||||||||
3,311,938 | 3,278,683 | 3,278,683 | 3,256,768 | |||||||||||||||
Less accumulated depreciation | (3,236,238 | ) | (3,220,417 | ) | Less accumulated depreciation | (3,220,417 | ) | (3,189,712 | ) | |||||||||
$ | 75,700 | $ | 58,266 | $ | 58,266 | $ | 67,056 | |||||||||||
Preferred_Stock_Tables
Preferred Stock (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Equity [Abstract] | ' | ||||||||
Accrued and Unpaid Dividends for Preferred Stock Issuance | ' | ||||||||
At December 31, 2012 and 2011, accrued and unpaid dividends for each respective preferred stock issuance were as follows: | |||||||||
December 31 | |||||||||
2012 | 2011 | ||||||||
Series A Preferred Stock | $ | 3,325,667 | $ | 3,029,667 | |||||
Series B Preferred Stock | 3,807,154 | 3,346,402 | |||||||
Series C Preferred Stock | 4,099,657 | 3,184,484 | |||||||
Total | $ | 11,232,478 | $ | 9,560,553 | |||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ||||||||||||||||||||||||||||
Total Stock-based Compensation Expense | ' | ' | ||||||||||||||||||||||||||||
Total stock-based compensation expense, related to all of the Company’s share-based awards to employees, directors and consultants recognized during three- and nine-months ended September 30, 2013 and 2012, was comprised of the following: | Total stock-based compensation expense, related to all of the Company’s share-based awards to employees, directors and non-employees recognized during the years ended 2012 and 2011, was comprised of the following: | |||||||||||||||||||||||||||||
Three-Months Ended | Nine-Months Ended | Year Ended December 31 | ||||||||||||||||||||||||||||
September 30 | September 30 | 2012 | 2011 | |||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||
Research and development | $ | 111,206 | $ | 113,534 | ||||||||||||||||||||||||||
Research and development | $ | 38,856 | $ | 32,200 | $ | 96,943 | $ | 86,845 | General and administrative | 183,900 | 166,918 | |||||||||||||||||||
General and administrative | 80,361 | 65,261 | 185,507 | 195,784 | ||||||||||||||||||||||||||
Total share-based compensation expense | $ | 295,106 | $ | 280,452 | ||||||||||||||||||||||||||
Total share-based compensation expense | $ | 119,217 | $ | 97,461 | $ | 282,450 | $ | 282,629 | ||||||||||||||||||||||
Weighted-Average Assumptions Used for Calculating Value of Options Granted | ' | ' | ||||||||||||||||||||||||||||
The following table describes the weighted-average assumptions used for calculating the value of options granted during the nine-months ended September 30, 2013: | The following table describes the weighted-average assumptions used for calculating the value of options granted for the years ended December 31: | |||||||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||||||||
Dividend yield | 0% | Dividend yield | 0 | % | — | % | ||||||||||||||||||||||||
Expected volatility | 80% | Expected volatility | 79.7 | % | — | |||||||||||||||||||||||||
Weighted-average risk-free interest rate | 1.40% - 1.80% | Weighted-average risk-free interest rate | 1.2 | % | — | |||||||||||||||||||||||||
Expected term | 6.2 years | Expected term | 6.3 years | — | ||||||||||||||||||||||||||
Stock Option Activity | ' | ' | ||||||||||||||||||||||||||||
Information regarding the stock options activity including employees, directors and consultants as of September 30, 2013, and changes during the period then ended, are summarized as follows: | Information regarding the stock options activity including employees, directors and non-employees as of December 31, 2012, and changes during the year then ended, are summarized as follows: | |||||||||||||||||||||||||||||
Number of | Weighted- | Weighted- | Number of | Weighted- | Weighted- | |||||||||||||||||||||||||
Shares | Average | Average | Shares | Average | Average | |||||||||||||||||||||||||
Exercise | Contractual | Exercise | Contractual | |||||||||||||||||||||||||||
Price | Life | Price | Life | |||||||||||||||||||||||||||
Outstanding at December 31, 2012 (audited) | 1,707,114 | $ | 1.3802 | 4.4 years | Outstanding at December 31, 2011 | 3,175,567 | $ | 0.61 | 5.0 years | |||||||||||||||||||||
Options granted (unaudited) | 247,600 | $ | 3.26 | 6.2 years | Options granted | 322,200 | 1.42 | 6.3 years | ||||||||||||||||||||||
Options exercised (unaudited) | (489,667 | ) | $ | 0.647 | 1.3 years | Options exercised | (66,540 | ) | 0.47 | 3.0 years | ||||||||||||||||||||
Options canceled or expired (unaudited) | (2,667 | ) | $ | 2.9725 | 8.7 years | Options canceled or expired | (17,000 | ) | 1.37 | 7.9 years | ||||||||||||||||||||
Outstanding at September 30, 2013 (unaudited) | 1,462,380 | $ | 1.941 | 5.5 years | Outstanding at December 31, 2012 | 3,414,227 | 0.66 | 4.4 years | ||||||||||||||||||||||
Vested or expected to vest at September 30, 2013 (unaudited) | 1,462,380 | $ | 1.941 | 5.5 years | Vested or expected to vest at December 31, 2012 | 3,416,227 | 0.69 | |||||||||||||||||||||||
Exercisable at September 30, 2013 (unaudited) | 1,118,156 | $ | 1.5801 | 6.9 years | Exercisable at December 31, 2012 | 3,151,353 | $ | 0.58 | 3.9 years | |||||||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | 7 Months Ended | ||||||||||||
Dec. 31, 2012 | Mar. 31, 2013 | |||||||||||||
Oneida Resources Corp | ||||||||||||||
Provision (Benefit) for Income Taxes | ' | ' | ||||||||||||
The provision (benefit) for income taxes consists of: | The benefit from income taxes consists of the following: | |||||||||||||
December 31 | For the Period August 29, | |||||||||||||
2012 | 2011 | 2012 (Inception) to March 31, 2013 | ||||||||||||
Current Expense: | ||||||||||||||
Current | $ | 32,921 | $ | 64,834 | Federal and State | $ | — | |||||||
Deferred | (6,378,456 | ) | 4,359,809 | Deferred tax benefit: | ||||||||||
Valuation allowance | 6,378,456 | (4,359,809 | ) | Federal and State | 11,000 | |||||||||
Valuation allowance | (11,000 | ) | ||||||||||||
Provision (benefit) for income taxes | $ | 32,921 | $ | 64,834 | ||||||||||
Total | $ | — | ||||||||||||
Deferred Tax Assets and Liabilities | ' | ' | ||||||||||||
The Company’s deferred tax assets and liabilities were as follows: | ||||||||||||||
December 31 | ||||||||||||||
2012 | 2011 | |||||||||||||
Deferred tax assets: | ||||||||||||||
Net operating loss carryforwards | $ | 8,418,507 | $ | 1,118,070 | ||||||||||
Accrued expenses | 215,865 | 416,268 | ||||||||||||
Accrued employee benefits | 282,268 | 259,638 | ||||||||||||
Capitalized research and development costs | 27,516 | 108,138 | ||||||||||||
Research and development credit | 1,928,714 | 1,612,459 | ||||||||||||
Deferred revenue | 643,669 | 1,287,333 | ||||||||||||
Deferred tax liabilities: | ||||||||||||||
Depreciation | 130,017 | 147,165 | ||||||||||||
Net deferred tax asset | 11,646,556 | 4,949,071 | ||||||||||||
Valuation allowance | (11,646,556 | ) | (4,949,071 | ) | ||||||||||
Net deferred tax asset | $ | — | $ | — | ||||||||||
Summary of Effective Income Tax Rate Reconciliation | ' | ' | ||||||||||||
The income tax benefit differs from the amount computed by applying the federal statutory income tax rate to the loss before income taxes due to the following: | ||||||||||||||
For the Period August 29, | ||||||||||||||
2012 (Inception) to March 31, 2013 | ||||||||||||||
Statutory federal income tax rate | -34% | |||||||||||||
Valuation allowance | 34% | |||||||||||||
Effective income tax rate | 0% | |||||||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2012 | |
Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | |||
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Carrying value of cash held in money market funds | $21,200,000 | $1,200,000 | ' | ' | ' | ' |
Allowance recorded | 0 | 0 | ' | ' | ' | ' |
Property and equipment, estimated useful life | ' | ' | '3 years | '3 years | '5 years | '5 years |
Deferred revenue interest | 0 | 0 | ' | ' | ' | ' |
Assumed expected dividend rate | 0.00% | ' | ' | ' | ' | ' |
Excess tax benefits for tax deductions | $0 | $0 | ' | ' | ' | ' |
Net_Loss_Income_per_Common_Sha
Net (Loss) Income per Common Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' |
Net (loss) earnings | ($4,911,620) | ($2,223,145) | ($18,827,388) | ($15,431,754) | ($16,590,827) | $11,092,429 |
Less: Undistributed (loss) earnings allocated to participating securities | ' | ' | ' | ' | -1,672,223 | -1,669,786 |
Net (loss) earnings allocable to common shares | ' | ' | ' | ' | -18,263,050 | 9,422,643 |
Basic weighted average common shares outstanding | ' | ' | ' | ' | 11,215,077 | 11,202,990 |
Basic (loss) earnings per common share | ($0.42) | ($0.40) | ($2.43) | ($2.75) | ($1.63) | $0.39 |
Diluted weighted average common shares outstanding | ' | ' | ' | ' | 11,215,077 | 13,190,476 |
Diluted (loss) earnings per common share | ($0.42) | ($0.40) | ($2.43) | ($2.75) | ($1.63) | $0.33 |
Basic (loss) income per common share | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' |
Net (loss) earnings | ' | ' | ' | ' | -16,590,827 | 11,092,429 |
Less: Undistributed (loss) earnings allocated to participating securities | ' | ' | ' | ' | -1,672,223 | -6,747,903 |
Net (loss) earnings allocable to common shares | ' | ' | ' | ' | -18,263,050 | 4,344,526 |
Basic weighted average common shares outstanding | ' | ' | ' | ' | 11,215,077 | 11,202,990 |
Basic (loss) earnings per common share | ' | ' | ' | ' | ($1.63) | $0.39 |
Diluted (loss) earnings per common share | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' |
Net (loss) earnings | ' | ' | ' | ' | -16,590,827 | 11,092,429 |
Less: Undistributed (loss) earnings allocated to participating securities | ' | ' | ' | ' | -1,672,223 | -6,747,903 |
Net (loss) earnings allocable to common shares | ' | ' | ' | ' | ($18,263,050) | $4,344,526 |
Basic weighted average common shares outstanding | ' | ' | ' | ' | 11,215,077 | 11,202,990 |
Effect of dilutive options | ' | ' | ' | ' | ' | 1,987,486 |
Diluted weighted average common shares outstanding | ' | ' | ' | ' | 11,215,077 | 13,190,476 |
Diluted (loss) earnings per common share | ' | ' | ' | ' | ($1.63) | $0.33 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Common Stock Equivalents Excluded in Calculation of Diluted Loss Per Share (Detail) | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
Series A, B, and C Preferred Stock [Member] | Series A, B, and C Preferred Stock [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Convertible promissory notes [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Number of anti-dilutive securities excluded from computation of earnings per share | 13,094,663 | 13,094,663 | 712.525 | 901,210 | 710,819 | 901,210 | 2,132,194 | 834,106 |
Property_and_Equipment_Propert
Property and Equipment - Property and Equipment (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property plant and equipment, gross | $3,311,938 | $3,278,683 | $3,256,768 |
Less accumulated depreciation and amortization | -3,236,238 | -3,220,417 | -3,189,712 |
Property Plant and Equipment Net | 75,700 | 58,266 | 67,056 |
Computer Equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property plant and equipment, gross | 93,915 | 92,318 | 107,940 |
Furniture and Fixtures [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property plant and equipment, gross | 46,523 | 42,736 | 42,736 |
Scientific Equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property plant and equipment, gross | 2,851,947 | 2,824,076 | 2,786,539 |
Leasehold Improvements [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property plant and equipment, gross | $319,553 | $319,553 | $319,553 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Property Plant And Equipment [Abstract] | ' | ' | ' | ' | ' | ' |
Depreciation expense | $4,729 | $15,821 | $39,413 | $47,747 | $189,186 | $386,992 |
Preferred_Stock_Additional_Inf
Preferred Stock - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Jun. 30, 2003 | Dec. 31, 2010 | Dec. 31, 2002 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2006 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2007 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Mar. 31, 2013 | |
Minimum [Member] | Series A Redeemable Convertible Preferred Stock [Member] | Series A Redeemable Convertible Preferred Stock [Member] | Series A Redeemable Convertible Preferred Stock [Member] | Series A Redeemable Convertible Preferred Stock [Member] | Series A Redeemable Convertible Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Oneida Resources Corp | ||||
Redeemable convertible preferred stock, share issued | ' | ' | ' | ' | 1,250,000 | ' | 2,900,000 | ' | ' | ' | 5,000,216 | ' | ' | 2,687,915 | 4,030,024 | ' | ' | ' | ' |
Proceeds from issuance of redeemable convertible preferred stock | ' | ' | ' | ' | $1,250,000 | ' | $2,828,322 | ' | ' | ' | $7,863,725 | ' | ' | $5,274,886 | $7,935,898 | ' | ' | ' | ' |
Offering costs | 3,445,315 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 58,850 | ' | ' | 60,894 | 64,102 | ' | ' | ' | ' |
Preferred stock converted to common stock | ' | ' | ' | ' | ' | 450,000 | ' | ' | ' | 2,173,451 | ' | ' | ' | 1,896,116 | ' | ' | ' | ' | ' |
Common stock issued in conversion of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,773,492 | ' |
Series A, Series B and Series C Preferred Stock, dividends percentage | ' | 8.00% | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, liquidation preference | ' | ' | ' | ' | ' | ' | ' | 6,755,992 | 6,459,992 | ' | ' | 8,936,955 | 8,475,905 | ' | ' | 15,141,345 | 14,205,340 | ' | ' |
Redemption price per share | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | $1.58 | ' | ' | ' | $1.99 | ' | ' | ' |
Common stock reserved for conversion of preferred stock | ' | ' | ' | ' | ' | ' | ' | 3,700,000 | ' | ' | ' | 3,631,898 | ' | ' | ' | 5,762,765 | ' | ' | ' |
Aggregate proceeds from public offering of common stock that would result conversion of preferred stock, minimum | ' | $20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price per share of common stock that would result conversion of preferred stock | ' | ' | ' | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 |
Preferred stock, par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 |
Accrued_and_Unpaid_Dividends_f
Accrued and Unpaid Dividends for Preferred Stock Issuance (Detail) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
Dividends Payable [Line Items] | ' | ' |
Accrued and unpaid dividend | $11,232,478 | $9,560,553 |
Series A Redeemable Convertible Preferred Stock [Member] | ' | ' |
Dividends Payable [Line Items] | ' | ' |
Accrued and unpaid dividend | 3,325,667 | 3,029,667 |
Series B Redeemable Convertible Preferred Stock [Member] | ' | ' |
Dividends Payable [Line Items] | ' | ' |
Accrued and unpaid dividend | 3,807,154 | 3,346,402 |
Series C Redeemable Convertible Preferred Stock [Member] | ' | ' |
Dividends Payable [Line Items] | ' | ' |
Accrued and unpaid dividend | $4,099,657 | $3,184,484 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Jun. 30, 2003 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Scientific advisory board members | Equity Incentive Plan [Member] | Equity Incentive Plan [Member] | Employee Stock Option | Employee Stock Option | Two Thousand Thirteen Equity Incentive Plan [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock reserved for issuance | ' | ' | ' | ' | 5,700,000 | 3,700,000 | ' | ' | ' | ' | ' | ' | ' |
Incentive stock options (ISOs), Vesting Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | '2 years | '3 years | '3 years |
Options, maximum term | '10 years | '10 years | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' |
Weighted-average grant date fair value for awards granted | ' | $0.99 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total intrinsic value of the options exercised | ' | $63,000 | $35,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total fair value of shares vested | ' | 332,000 | 182,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options granted | 247,600 | 322,200 | ' | 39,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options granted, exercise price | $3.26 | $1.42 | ' | $1.42 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options, vesting term | ' | ' | ' | 'Vest ratably over a period of 12 to 24 months | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized share-based compensation expense related to employee stock option awards | ' | $285,327 | $259,899 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized share-based compensation expense, weighted-average recognition period | ' | ' | ' | ' | ' | ' | '1 year 10 months 24 days | '1 year 6 months | ' | ' | ' | ' | ' |
Purchase of common stock | 1,462,380 | 1,707,114 | 3,175,567 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum number of shares of common stock | ' | ' | ' | ' | ' | ' | ' | ' | 799,934 | ' | ' | ' | ' |
Maximum number of additional shares of common stock | ' | ' | ' | ' | ' | ' | ' | ' | 1,462,380 | ' | ' | ' | ' |
Maximum annual increase in number of shares of common stock | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' |
Percentage of number of shares of common stock | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' | ' | ' |
ShareBased_Compensation_Total_
Share-Based Compensation - Total Stock-Based Compensation Expense (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Total share-based compensation expense | $119,217 | $97,461 | $282,450 | $282,629 | $295,106 | $280,452 |
Research and Development Expense | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Total share-based compensation expense | 38,856 | 32,200 | 96,943 | 86,845 | 111,206 | 113,534 |
General and Administrative Expense | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Total share-based compensation expense | $80,361 | $65,261 | $185,507 | $195,784 | $183,900 | $166,918 |
ShareBased_Compensation_Weight
Share-Based Compensation - Weighted-Average Assumptions Used for Calculating Value of Options Granted (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 80.00% | 79.70% |
Weighted-average risk-free interest rate | ' | 1.20% |
Expected term | '6 years 2 months 12 days | '6 years 3 months 18 days |
Minimum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Weighted-average risk-free interest rate | 1.40% | ' |
Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Weighted-average risk-free interest rate | 1.80% | ' |
ShareBased_Compensation_Stock_
Share-Based Compensation - Stock Options Activity (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Number of Shares | ' | ' | ' |
Outstanding at beginning of period | 1,707,114 | 3,175,567 | ' |
Options granted | 247,600 | 322,200 | ' |
Options exercised | -489,667 | -66,540 | ' |
Options canceled or expired | -2,667 | -17,000 | ' |
Outstanding at end of period | 1,462,380 | 1,707,114 | 3,175,567 |
Vested or expected to vest at end of period | 1,462,380 | 3,416,227 | ' |
Exercisable at end of period | 1,118,156 | 3,151,353 | ' |
Weighted average exercise price | ' | ' | ' |
Outstanding at beginning of period | $1.38 | $0.61 | ' |
Options granted | $3.26 | $1.42 | ' |
Options exercised | $0.65 | $0.47 | ' |
Options canceled or expired | $2.97 | $1.37 | ' |
Outstanding at end of period | $1.94 | $1.38 | $0.61 |
Vested or expected to vest at end of period | $1.94 | $0.69 | ' |
Exercisable at end of period | $1.58 | $0.58 | ' |
Weighted average contractual life | ' | ' | ' |
Options granted | '6 years 2 months 12 days | '6 years 3 months 18 days | ' |
Options exercised | '1 year 3 months 18 days | '3 years | ' |
Options canceled or expired | '8 years 8 months 12 days | '7 years 10 months 24 days | ' |
Outstanding at end of period | '5 years 6 months | '4 years 4 months 24 days | '5 years |
Vested or expected to vest | '5 years 6 months | ' | ' |
Exercisable at end of period | '6 years 10 months 24 days | '3 years 10 months 24 days | ' |
Outstanding at end of period | '5 years 6 months | '4 years 4 months 24 days | '5 years |
Scenario, Previously Reported | ' | ' | ' |
Number of Shares | ' | ' | ' |
Outstanding at end of period | ' | 3,414,227 | ' |
Weighted average exercise price | ' | ' | ' |
Outstanding at end of period | ' | $0.66 | ' |
Income_Tax_ExpenseBenefit_Deta
Income Tax Expense(Benefit) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 7 Months Ended | |
Sep. 30, 2012 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | |
Oneida Resources Corp | |||||
Current Expense: | ' | ' | ' | ' | ' |
Current | ' | ' | $32,921 | $64,834 | ' |
Deferred tax benefit: | ' | ' | ' | ' | ' |
Deferred | ' | ' | -6,378,456 | 4,359,809 | 11,000 |
Valuation allowance | ' | ' | 6,378,456 | -4,359,809 | -11,000 |
Provision (benefit) for income taxes | $8,230 | $24,690 | $32,921 | $64,834 | ' |
Deferred_Tax_Asset_and_Liabili
Deferred Tax Asset and Liabilities (Detail) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
Deferred tax assets: | ' | ' |
Net operating loss carryforwards | $8,418,507 | $1,118,070 |
Accrued expenses | 215,865 | 416,268 |
Accrued employee benefits | 282,268 | 259,638 |
Capitalized research and development costs | 27,516 | 108,138 |
Research and development credit | 1,928,714 | 1,612,459 |
Deferred revenue | 643,669 | 1,287,333 |
Deferred tax liabilities: | ' | ' |
Depreciation | 130,017 | 147,165 |
Net deferred tax asset | 11,646,556 | 4,949,071 |
Valuation allowance | -11,646,556 | -4,949,071 |
Net deferred tax asset | ' | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | 7 Months Ended |
Dec. 31, 2012 | Mar. 31, 2013 | |
Oneida Resources Corp | ||
Net operating loss carryforwards | $21,800,000 | $32,000 |
Net operating loss carryforwards, expiration | 'Will begin to expire in the year 2030 if unused. | 'Through 2033. |
Collaborations_and_License_Agr1
Collaborations and License Agreements - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ' | ' |
R&D services revenue recognition period | ' | ' | ' | ' | '3 years | ' |
License expiration period | ' | ' | 'The later of expiration of the last licensed patent covering a licensed product, its method of manufacture or use, the expiration of other government grants providing market exclusivity or ten years after first commercial sale of a licensed product in such country, subject to rights of the parties to sooner terminate the agreement on certain events and the right of Takeda to unilaterally terminate the agreement upon a specified number of days' prior notice. | ' | ' | ' |
Estimated fair value of shares issued, recorded as research and development expense | $4,157,742 | $1,797,429 | $16,897,903 | $14,969,710 | $15,486,476 | $7,654,546 |
Licensing Agreements [Member] | ' | ' | ' | ' | ' | ' |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ' | ' |
License expiration period | ' | ' | ' | ' | 'On the later of 10 years after the first commercial sale of a product developed using the licensed compound or upon expiration of the patent rights | ' |
Royalty payments | ' | ' | ' | ' | 0 | 0 |
Bristol Myers Squibb Company [Member] | ' | ' | ' | ' | ' | ' |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ' | ' |
License expiration period | ' | ' | 'Through the later of ten years after first commercial sale of a licensed product in such country, expiration of the last licensed patent covering a licensed product. | ' | ' | ' |
Company made an upfront payment | ' | ' | 1,000,000 | ' | ' | ' |
Obliged to make milestone payments | 14,800,000 | ' | 14,800,000 | ' | ' | ' |
Takeda Pharmaceutical Company Limited [Member] | ' | ' | ' | ' | ' | ' |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ' | ' |
Term of conducting a research program | ' | ' | '3 years | ' | ' | ' |
Takeda Pharmaceutical Company Limited [Member] | Collaborative Arrangement [Member] | ' | ' | ' | ' | ' | ' |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ' | ' |
Recognized revenue | 700,000 | ' | 1,900,000 | ' | 3,100,000 | 22,300,000 |
Deferred revenue | 400,000 | ' | 400,000 | ' | 1,700,000 | 3,300,000 |
Takeda Pharmaceutical Company Limited [Member] | Maximum [Member] | Development Milestones [Member] | ' | ' | ' | ' | ' | ' |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ' | ' |
Aggregate payment upon achievement of certain milestones | 500,000,000 | ' | 500,000,000 | ' | 500,000,000 | ' |
Takeda Pharmaceutical Company Limited [Member] | Maximum [Member] | Sales-Based Milestones [Member] | ' | ' | ' | ' | ' | ' |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ' | ' |
Aggregate payment upon achievement of certain milestones | 250,000,000 | ' | 250,000,000 | ' | 250,000,000 | ' |
U.S. Army and the National Institutes of Health | Research and Development Arrangement | ' | ' | ' | ' | ' | ' |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ' | ' |
Recognized revenue | ' | ' | ' | ' | 0 | 1,030,000 |
U.S. Army and the National Institutes of Health | Maximum [Member] | Research and Development Arrangement | ' | ' | ' | ' | ' | ' |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ' | ' |
Agreement period | ' | ' | ' | ' | '3 years | ' |
U.S. Army and the National Institutes of Health | Minimum [Member] | Research and Development Arrangement | ' | ' | ' | ' | ' | ' |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ' | ' |
Agreement period | ' | ' | ' | ' | '1 year | ' |
University [Member] | Licensing Agreements [Member] | ' | ' | ' | ' | ' | ' |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ' | ' |
License expiration period | ' | ' | 'Upon expiration of the patent rights or 15 years subsequent to the first sale of products developed through this License. | ' | 'Upon expiration of the patent rights or 15 years subsequent to the first sale of products developed through this License. | ' |
Number of common stock issued | ' | ' | 400,000 | ' | 800,000 | ' |
Estimated fair value of shares issued, recorded as research and development expense | ' | ' | 120,000 | ' | 120,000 | ' |
Other payment | 0 | 0 | 0 | 0 | 0 | 0 |
University [Member] | Minimum [Member] | Licensing Agreements [Member] | ' | ' | ' | ' | ' | ' |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ' | ' |
Annual spending requirements for development and commercialization of technology expense | ' | ' | $1,000,000 | ' | $1,000,000 | ' |
Convertible_promissory_Notes_A
Convertible promissory Notes - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended |
Oct. 31, 2012 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | ' | ' |
Amount obtained in exchange for convertible promissory notes net of offering costs | ' | $15,163,004 |
Convertible promissory notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Amount obtained in exchange for convertible promissory notes net of offering costs | 15,163,004 | ' |
Offering Cost | 26,888 | ' |
Debt, interest accrual percentage | 6.00% | ' |
Number of shares debt plus accrued interest will be converted to | 5,051,960 | ' |
Debt, conversion price per share | $3.01 | ' |
Amortization of fees associated with debt issuance | ' | $16,880 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Commitments And Contingencies Disclosure [Abstract] | ' | ' |
Operating lease agreements with commitments through 2013 | $605,000 | ' |
Rent expense | $809,332 | $691,823 |
Employee_Benefit_Plan_Addition
Employee Benefit Plan - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Compensation And Retirement Disclosure [Abstract] | ' | ' |
Employer matching contribution | 50.00% | ' |
Contributions made by participants for which the company makes matching contribution | 6.00% | ' |
Contribution expense | $79,656 | $76,231 |
Organization_Additional_Inform
Organization - Additional Information (Detail) (USD $) | 9 Months Ended | 1 Months Ended |
Sep. 30, 2013 | Aug. 29, 2013 | |
Private Placement [Member] | ||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ' | ' |
Outstanding share of capital stock was exchanged | 0.5 | ' |
Company's outstanding capital stock, percentage | 100.00% | ' |
Outstanding option and outstanding share of capital stock was exchanged | 0.5 | ' |
Shares of common stock sold, value | ' | $60,000,000 |
Shares of common stock sold, shares | ' | 18,889,307 |
Shares of common stock sold, value per share | ' | $3.18 |
Principal amount of convertible promissory notes converted in to common stock | ' | 15,300,000 |
Accrued interest | ' | $800,000 |
Voting right percentage | 100.00% | ' |
Going_Concern_Additional_Infor
Going Concern - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 7 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | |
Oneida Resources Corp | |||||||
Net Income (Loss) | ($4,911,620) | ($2,223,145) | ($18,827,388) | ($15,431,754) | ($16,590,827) | $11,092,429 | ($32,100) |
Working Capital Deficit | ' | ' | ' | ' | ' | ' | $22,000 |
Summary_of_Effective_Income_Ta
Summary of Effective Income Tax Rate (Detail) (Oneida Resources Corp) | 7 Months Ended |
Mar. 31, 2013 | |
Oneida Resources Corp | ' |
Reconciliation Of Effective Income Tax Rate [Line Items] | ' |
Statutory federal income tax rate | -34.00% |
Valuation allowance | 34.00% |
Effective income tax rate | 0.00% |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Oct. 23, 2012 | Oct. 15, 2012 | Aug. 29, 2012 |
Oneida Resources Corp | Oneida Resources Corp | Oneida Resources Corp | Oneida Resources Corp | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 30,000,000 | 100,000,000 | ' | ' | 100,000,000 |
Common stock Shares, subscription received | ' | ' | ' | ' | ' | 5,000,000 | ' |
Common stock Value, subscription received | ' | ' | ' | ' | $10,000 | ' | ' |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (Oneida Resources Corp) | 1 Months Ended |
Oct. 15, 2012 | |
Oneida Resources Corp | ' |
Interest rate on note payable | 6.00% |
Subsequent_Event_Additional_In
Subsequent Event - Additional Information (Detail) (Oneida Resources Corp, Subsequent Event, USD $) | 1 Months Ended |
Mar. 31, 2013 | |
Sunrise Financial Group Inc | ' |
Subsequent Event [Line Items] | ' |
Professional Fees paid by related party on behalf | $3,400 |
NLBDIT 2010 Enterprises, LLC | ' |
Subsequent Event [Line Items] | ' |
Amount received for professional fees | $6,000 |