Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 21, 2014 | Mar. 15, 2014 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Registrant Name | 'Intra-Cellular Therapies, Inc. | ' | ' |
Entity Central Index Key | '0001567514 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Common Stock, Shares Outstanding | ' | ' | 29,222,746 |
Entity Public Float | ' | $389,487,576 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | $35,150,924 | $15,645,528 |
Certificates of deposit | 2,000,000 | 3,500,000 |
Accounts receivable | 336,318 | 300,429 |
Prepaid expenses and other current assets | 762,243 | 188,702 |
Total current assets | 38,249,485 | 19,634,659 |
Property and equipment, net | 68,272 | 58,266 |
Other assets | 131,555 | 130,755 |
Total assets | 38,449,312 | 19,823,680 |
Current liabilities: | ' | ' |
Accounts payable | 3,395,067 | 41,608 |
Accrued and other current liabilities | 2,611,091 | 404,656 |
Accrued employee benefits | 827,879 | 726,657 |
Deferred revenue-short-term | ' | 1,666,674 |
Total current liabilities | 6,834,037 | 2,839,595 |
Stockholders' equity: | ' | ' |
Common stock, $.0001 par value: 100,000,000 shares authorized; 22,159,446 and 14,599,612 shares issued and outstanding at December 31, 2013 and 2012, respectively | 2,216 | 1,460 |
Additional paid-in capital | 89,177,556 | 47,678,924 |
Accumulated deficit | -57,564,497 | -30,696,299 |
Total stockholders' equity | 31,615,275 | 16,984,085 |
Total liabilities and stockholders' equity | $38,449,312 | $19,823,680 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement Of Financial Position [Abstract] | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 22,159,446 | 14,599,612 |
Common stock, shares outstanding | 22,159,446 | 14,599,612 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues: | ' | ' |
License and collaboration revenue | $2,737,002 | $3,117,991 |
Total revenues | 2,737,002 | 3,117,991 |
Costs and expenses: | ' | ' |
Research and development | 23,027,578 | 15,486,476 |
General and administrative | 5,976,276 | 4,034,925 |
Total costs and expenses | 29,003,854 | 19,521,401 |
Loss from operations | -26,266,852 | -16,403,410 |
Interest expense | -612,963 | -193,498 |
Interest income | 29,617 | 39,002 |
Income taxes | -18,000 | -32,921 |
Net loss | ($26,868,198) | ($16,590,827) |
Net loss per common share: | ' | ' |
Basic & Diluted | ($1.56) | ($2.96) |
Weighted average number of common shares: | ' | ' |
Basic & Diluted | 17,260,768 | 5,607,539 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2011 | $17,892,303 | $1,215 | $31,996,560 | ($14,105,472) |
Balance, shares at Dec. 31, 2011 | ' | 12,149,061 | ' | ' |
Exercise of stock options | 31,081 | 3 | 31,078 | ' |
Exercise of stock options, shares | ' | 33,270 | ' | ' |
Share-based compensation | 295,106 | ' | 295,106 | ' |
Conversion of convertible notes in private placement | 15,356,422 | 242 | 15,356,180 | ' |
Conversion of convertible notes in private placement, shares | ' | 2,417,281 | ' | ' |
Net loss | -16,590,827 | ' | ' | -16,590,827 |
Balance at Dec. 31, 2012 | 16,984,085 | 1,460 | 47,678,924 | -30,696,299 |
Balance, shares at Dec. 31, 2012 | ' | 14,599,612 | ' | ' |
Exercise of stock options | 332,938 | 51 | 332,887 | ' |
Exercise of stock options, shares | 514,466 | 514,466 | ' | ' |
Share-based compensation | 391,393 | ' | 391,393 | ' |
Conversion of convertible notes in private placement | 701,723 | 11 | 701,712 | ' |
Conversion of convertible notes in private placement, shares | ' | 110,446 | ' | ' |
Private placement of common stock | 39,963,500 | 692 | 39,962,808 | ' |
Private placement of common stock, shares | ' | 6,916,697 | ' | ' |
Stock subscription | 109,834 | 2 | 109,832 | ' |
Stock subscription, shares | ' | 18,225 | ' | ' |
Net loss | -26,868,198 | ' | ' | -26,868,198 |
Balance at Dec. 31, 2013 | $31,615,275 | $2,216 | $89,177,556 | ($57,564,497) |
Balance, shares at Dec. 31, 2013 | ' | 22,159,446 | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating activities | ' | ' |
Net loss | ($26,868,198) | ($16,590,827) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ' | ' |
Depreciation | 23,249 | 47,747 |
Share-based compensation expense | 391,393 | 295,106 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -35,889 | 48,634 |
Prepaid expenses and other assets | -574,341 | -34,189 |
Accounts payable | 3,353,459 | -554,256 |
Accrued liabilities and employee benefits | 2,785,736 | -448,493 |
Deferred revenue | -1,666,674 | -1,666,659 |
Net cash used in operating activities | -22,591,265 | -18,902,937 |
Investing activities | ' | ' |
Purchases of investments | ' | -12,000,000 |
Maturities of investments | 1,500,000 | 17,700,122 |
Purchase of property and equipment | -33,255 | -38,957 |
Net cash provided by investing activities | 1,466,745 | 5,661,165 |
Financing activities | ' | ' |
Proceeds from issuance of convertible promissory notes, net | 100,000 | 15,163,004 |
Proceeds from stock option exercises | 332,938 | 31,081 |
Proceeds from stock subscription | 109,834 | ' |
Gross proceeds of private placement | 43,841,850 | ' |
Payment of costs of private placement | -3,754,706 | ' |
Net cash provided by financing activities | 40,629,916 | 15,194,085 |
Net increase in cash and cash equivalents | 19,505,396 | 1,952,313 |
Cash and cash equivalents at beginning of year | 15,645,528 | 13,693,215 |
Cash and cash equivalents at end of year | 35,150,924 | 15,645,528 |
Cash paid for interest | 11,320 | ' |
Cash paid for taxes | $31,437 | $13,857 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Organization | ' |
1. Organization | |
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. | |
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. | |
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 to purchase one share of ITI common stock and each outstanding warrant to purchase one share of ITI common stock 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.. 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. | |
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 has accounted 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 are reflected in the Company’s consolidated financial statements are those of ITI and have been 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 ITI’s Series A, B, and C redeemable convertible preferred stock of ITI. | |
The Company earns 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. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Summary of Significant Accounting Policies | ' | ||||||||
2. Summary of Significant Accounting Policies | |||||||||
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. | |||||||||
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. | |||||||||
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: | |||||||||
• | 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 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. | |||||||||
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, 2013. The carrying value of cash held in money market funds of approximately $27 million as of December 31, 2013, is included in cash and cash equivalents and approximates market value based on quoted market price or Level 1 inputs. | |||||||||
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, 2013 and 2012. 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 | |||||||||
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. | |||||||||
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, 2013, as the Company has a history of collecting on all its accounts including government agencies and collaborations funding its research. | |||||||||
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. | |||||||||
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, in which case management must determine the fair value of the underlying asset. No such impairment losses have been recognized to date. | |||||||||
Revenue Recognition | |||||||||
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. | |||||||||
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. | |||||||||
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, 2013 and 2012, or on our financial positions as of December 31, 2013 and 2012. | |||||||||
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; | ||||||||
• | 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; | ||||||||
• | 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 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 | |||||||||
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, 2013 and 2012, no interest was due as the Company did not have any deferred revenue from a government agency. | |||||||||
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. | |||||||||
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. | |||||||||
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. | |||||||||
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, 2013 and 2012, the Company’s net loss equals comprehensive loss. | |||||||||
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. | |||||||||
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, 2013 and 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, 2013 and 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 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. | |||||||||
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 prior to the Merger, 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 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 December 31, 2013 and 2012, 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 Per Share | |||||||||
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 December 31, 2013 and 2012: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Stock options | 898,982 | 905,284 | |||||||
Recently Issued Accounting Pronouncements | |||||||||
In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220)—Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02). ASU 2013-02 provides guidance about disclosing reclassification adjustments, which was previously deferred for further deliberation by ASU 2011-12. ASU 2013-02 provides financial statement issuers the option to disclose significant amounts reclassified from accumulated other comprehensive income separately by each component in either (1) a single note to the financial statements, or (2) parenthetically on the face of the income statement for each line item(s) affected by the reclassification adjustment. The Company adopted the provisions of ASU 2013-02 for the year ended December 31, 2013 and elected the first option. However, for the years ended December 31, 2013 and 2012, the Company’s net loss equaled comprehensive loss, and, therefore, a separate statement of other comprehensive income was not necessary. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
3. Property and Equipment | |||||||||
Property and equipment consist of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Computer equipment | $ | 82,252 | $ | 92,318 | |||||
Furniture and fixtures | 46,523 | 42,736 | |||||||
Scientific equipment | 2,851,947 | 2,824,076 | |||||||
Leasehold improvements | 319,553 | 319,553 | |||||||
3,300,275 | 3,278,683 | ||||||||
Less accumulated depreciation | (3,232,003 | ) | (3,220,417 | ) | |||||
$ | 68,272 | $ | 58,266 | ||||||
Depreciation expense for the years ended December 31, 2013 and 2012 was $23,249 and $47,747 respectively. |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||
Share-Based Compensation | ' | ||||||||||||
4. Share-Based Compensation | |||||||||||||
The Company sponsors the Intra-Cellular Therapies, Inc. 2013 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. In 2013 the Company assumed in the Merger the 2003 Equity Incentive Plan, which expired by its terms in July 2013. Effective in November 2013, the Company adopted the 2013 Equity Incentive Plan. The Company reserved 2,850,000 shares of common stock for issuance under the Plan. In January 2014, the Company increased the number of shares of common stock reserved for issuance under the plan by 800,000 pursuant to the evergreen provisions of the Plan. | |||||||||||||
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 of such options. 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. | |||||||||||||
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 2013 and 2012, was comprised of the following: | |||||||||||||
Years Ended December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Research and development | $ | 132,543 | $ | 111,206 | |||||||||
General and administrative | 258,850 | 183,900 | |||||||||||
Total share-based compensation expense | $ | 391,393 | $ | 295,106 | |||||||||
The following table describes the weighted-average assumptions used for calculating the value of options granted for the years ended December 31: | |||||||||||||
2013 | 2012 | ||||||||||||
Dividend yield | 0.00% | 0 | % | ||||||||||
Expected volatility | 80.00% | 79.7 | % | ||||||||||
Weighted-average risk-free interest rate | 2.20% | 1.2 | % | ||||||||||
Expected term | 6.2 years | 6.3 years | |||||||||||
Information regarding the stock options activity including employees, directors and non-employees as of December 31, 2013, and changes during the year then ended, are summarized as follows: | |||||||||||||
Number of | Weighted- | Weighted- | |||||||||||
Shares | Average | Average | |||||||||||
Exercise | Contractual | ||||||||||||
Price | Life | ||||||||||||
Outstanding at December 31, 2012 | 1,707,114 | $ | 1.3802 | 4.4 years | |||||||||
Options granted | 247,600 | 3.26 | 6.2 years | ||||||||||
Options exercised | (514,466 | ) | 0.6472 | 2.3 years | |||||||||
Options canceled or expired | (40,123 | ) | 0.8479 | 8.8 years | |||||||||
Outstanding at December 31, 2013 | 1,400,125 | $ | 1.9825 | 5.3 years | |||||||||
Vested or expected to vest at December 31, 2013 | 1,400,125 | $ | 1.9825 | ||||||||||
Exercisable at December 31, 2013 | 1,182,140 | $ | 1.7461 | 4.6 years | |||||||||
The weighted-average grant date fair value for awards granted during the year ended December 31, 2013, was $3.26. Total intrinsic value of the options exercised was approximately $580,623 in the year ended December 31, 2013. The total fair value of shares vested in the years ended December 31, 2013 and 2012, was approximately $278,000 and $332,000 respectively. | |||||||||||||
During 2013, the Company granted options to certain scientific advisory board members of the Company to purchase 19,000 shares of common stock at an average exercise price of $3.26. During 2012, the Company granted options to certain scientific advisory board members of the Company to purchase 19,500 shares of common stock at an average exercise price of $2.84. 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, 2013, is $467,329 and will be recognized over a weighted-average period of 1.5 years. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
5. Income Taxes | |||||||||
Total income tax expense for the years ended December 31 is allocated as follows: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Current | $ | 18,000 | $ | 32,921 | |||||
Deferred | (13,229,355 | ) | (6,289,888 | ) | |||||
Valuation allowance | 13,229,355 | 6,289,888 | |||||||
Provision for income taxes | $ | 18,000 | $ | 32,921 | |||||
A reconciliation of the difference between the statutory federal income tax rate and the effective income tax rate for the years ended December 31 is as follows: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Income tax benefit at statutory federal rate | 35 | % | 34 | % | |||||
Permanent differences | (1.20 | ) | (0.61 | ) | |||||
Return-to-provision—R&D Credit | 2.61 | 1.91 | |||||||
R&D Credit—current year | 3.72 | — | |||||||
Reserve for uncertain tax positions | (6.53 | ) | — | ||||||
Change in effective state tax rates | 6.58 | — | |||||||
State income tax expense | 10.12 | 4.34 | |||||||
Change in valuation allowance | (50.37 | ) | (39.84 | ) | |||||
Provision for income taxes | (0.07 | )% | (0.20 | )% | |||||
Deferred income taxes reflect the net tax effect of temporary differences that exist between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, using enacted tax rates in effect for the year in which the differences are expected to reverse. As of December 31, 2013, the Company had $49.3 million of federal net operating loss carryforwards, which expire at various dates through 2034. The gross amount of the state net operating loss carryforwards is equal to or less than the federal net operating loss carryforwards and expires over various periods based on individual state tax law. In general, businesses with U.S. net operating losses (“NOLs”) are considered loss corporations for U.S. federal income tax purposes. Pursuant to Section 382 of the Code, loss corporations that undergo an ownership change, as defined under the Code, may be subject to an annual limitation on the amount of NOLs (and certain other tax attributes) available to offset taxable income earned after such ownership change. The Company has not performed an analysis to determine if it has triggered any ownership changes pursuant to the rules prescribed under U.S. tax law accordingly the use of the Company’s net operating loss carryforwards may be restricted due to changes in Company ownership. | |||||||||
At December 31, 2013, the Company had $0.2 million in excess tax benefits related to stock-based compensation deductions, the benefit of which will be recorded to additional paid-in-capital once the benefit is realized through a reduction of income taxes payable. | |||||||||
The following summarizes the significant components of the Company’s deferred tax assets and liabilities as of December 31, 2013 and 2012, respectively: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 22,346,862 | $ | 8,329,939 | |||||
Accrued expenses | — | 215,865 | |||||||
Accrued employee benefits | 377,049 | 282,268 | |||||||
Capitalized research and development costs | 31,891 | 27,516 | |||||||
Research and development credit | 1,874,939 | 1,928,714 | |||||||
Nonqualified stock options | 53,686 | — | |||||||
Deferred revenue | — | 643,669 | |||||||
Deferred tax liabilities: | |||||||||
Depreciation | 102,916 | 130,017 | |||||||
Net deferred tax asset | 24,787,343 | 11,557,988 | |||||||
Valuation allowance | (24,787,343 | ) | (11,557,988 | ) | |||||
Net deferred tax asset | $ | — | $ | — | |||||
Based upon the Company’s historical operating performance and the reported cumulative net losses to date, the Company presently does not have sufficient objective evidence to support the recovery of its net deferred tax assets. Accordingly, the Company has established a valuation allowance against its net deferred tax assets for financial reporting purposes because it is not more likely than not that these deferred tax assets will be realized. | |||||||||
The following summarizes the significant components of gross unrecognized tax benefits as of December 31, 2013 and 2012, respectively: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Balance at January1, | $ | — | $ | — | |||||
Current Year Uncertain Tax Positions: | |||||||||
Gross Increases | 6,649 | — | |||||||
Prior Year Uncertain Tax Positions: | |||||||||
Gross Increases | 1,709,255 | — | |||||||
Balance at December 31, | $ | 1,715,904 | $ | — | |||||
Collaborations_and_License_Agr
Collaborations and License Agreements | 12 Months Ended |
Dec. 31, 2013 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' |
Collaborations and License Agreements | ' |
6. Collaborations and License Agreements | |
Takeda Pharmaceutical Company Limited | |
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. | |
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. | |
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. | |
During the years ended December 31, 2013 and December 31, 2012, the Company recognized revenue of $2.7 million and $3.1 million under this agreement, respectively. At December 31, 2013 and 2012, $0 and $1.7 million of revenue was deferred under this agreement. | |
In May 2002, ITI entered into a license agreement (the “License”) and research agreement with a university. Under the provisions of the License, ITI 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. ITI is required to make future milestone payments for initiation of clinical trials and approval of a New Drug Application (“NDA”). Should ITI commercialize the technology related to this License, ITI 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, ITI issued 400,000 shares of common stock to the organization. Upon issuance of the shares, ITI recorded the estimated fair value of the shares issued, approximately $120,000, as research and development expense. In addition, ITI is required to use at least $1 million annually of its resources for the development and commercialization of the technology until ITI submits a NDA. ITI met its spending requirements in 2013 and 2012. There were no other payments made or required for the years ended December 31, 2013 and 2012. | |
In May 2005, ITI 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. 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. ITI is required to make future milestone payments for commencement of certain clinical trials and filings with the U.S. Food and Drug Administration. Should ITI sell products covered by the Agreement, ITI would be required to make royalty payments. There were no payments under this Agreement for the years ended December 31, 2013 and 2012. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2013 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
7. Commitments and Contingencies | |
The Company currently has operating lease agreements with commitments for $616,982 through 2014 for laboratory and office facilities. Rent expense for the years ended December 31, 2013 and 2012 was $827,479 and $809,332, respectively. |
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2013 | |
Compensation And Retirement Disclosure [Abstract] | ' |
Employee Benefit Plan | ' |
8. 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, 2013 and 2012, the Company recorded matching contribution expense of $77,138 and $79,656, respectively. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
9. Subsequent Events | |
On February 5, 2014 the Company completed the sale of 7,063,300 shares of its common stock, which included exercise of the underwriters’ option to purchase 921,300 shares, at an offering price of $17.50 per share. After deducting underwriting discounts, commissions and offering expenses, the net proceeds to the Company was approximately $115.4 million. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
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. | |||||||||
Cash and 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. | |||||||||
Fair Value Measurements | ' | ||||||||
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: | |||||||||
• | 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 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. | |||||||||
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, 2013. The carrying value of cash held in money market funds of approximately $27 million as of December 31, 2013, 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, 2013 and 2012. 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 | |||||||||
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 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 December 31, 2013, as the Company has a history of collecting on all its accounts including government agencies and collaborations funding its research. | |||||||||
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. | |||||||||
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, in which case management must determine the fair value of the underlying asset. No such impairment losses have been recognized to date. | |||||||||
Revenue Recognition | ' | ||||||||
Revenue Recognition | |||||||||
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. | |||||||||
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. | |||||||||
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, 2013 and 2012, or on our financial positions as of December 31, 2013 and 2012. | |||||||||
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; | ||||||||
• | 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; | ||||||||
• | 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 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 | |||||||||
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, 2013 and 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. | |||||||||
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. | |||||||||
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. | |||||||||
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, 2013 and 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. | |||||||||
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, 2013 and 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, 2013 and 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 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. | |||||||||
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 prior to the Merger, 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 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 December 31, 2013 and 2012, 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 Per Share | ' | ||||||||
Loss Per Share | |||||||||
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 December 31, 2013 and 2012: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Stock options | 898,982 | 905,284 | |||||||
Recently Issued Accounting Pronouncements | ' | ||||||||
Recently Issued Accounting Pronouncements | |||||||||
In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220)—Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02). ASU 2013-02 provides guidance about disclosing reclassification adjustments, which was previously deferred for further deliberation by ASU 2011-12. ASU 2013-02 provides financial statement issuers the option to disclose significant amounts reclassified from accumulated other comprehensive income separately by each component in either (1) a single note to the financial statements, or (2) parenthetically on the face of the income statement for each line item(s) affected by the reclassification adjustment. The Company adopted the provisions of ASU 2013-02 for the year ended December 31, 2013 and elected the first option. However, for the years ended December 31, 2013 and 2012, the Company’s net loss equaled comprehensive loss, and, therefore, a separate statement of other comprehensive income was not necessary. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Common Stock Equivalents Excluded in Calculation of Diluted Loss 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 December 31, 2013 and 2012: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Stock options | 898,982 | 905,284 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
Property and equipment consist of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Computer equipment | $ | 82,252 | $ | 92,318 | |||||
Furniture and fixtures | 46,523 | 42,736 | |||||||
Scientific equipment | 2,851,947 | 2,824,076 | |||||||
Leasehold improvements | 319,553 | 319,553 | |||||||
3,300,275 | 3,278,683 | ||||||||
Less accumulated depreciation | (3,232,003 | ) | (3,220,417 | ) | |||||
$ | 68,272 | $ | 58,266 | ||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
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 non-employees recognized during the years ended 2013 and 2012, was comprised of the following: | |||||||||||||
Years Ended December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Research and development | $ | 132,543 | $ | 111,206 | |||||||||
General and administrative | 258,850 | 183,900 | |||||||||||
Total share-based compensation expense | $ | 391,393 | $ | 295,106 | |||||||||
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 for the years ended December 31: | |||||||||||||
2013 | 2012 | ||||||||||||
Dividend yield | 0.00% | 0 | % | ||||||||||
Expected volatility | 80.00% | 79.7 | % | ||||||||||
Weighted-average risk-free interest rate | 2.20% | 1.2 | % | ||||||||||
Expected term | 6.2 years | 6.3 years | |||||||||||
Stock Option Activity | ' | ||||||||||||
Information regarding the stock options activity including employees, directors and non-employees as of December 31, 2013, and changes during the year then ended, are summarized as follows: | |||||||||||||
Number of | Weighted- | Weighted- | |||||||||||
Shares | Average | Average | |||||||||||
Exercise | Contractual | ||||||||||||
Price | Life | ||||||||||||
Outstanding at December 31, 2012 | 1,707,114 | $ | 1.3802 | 4.4 years | |||||||||
Options granted | 247,600 | 3.26 | 6.2 years | ||||||||||
Options exercised | (514,466 | ) | 0.6472 | 2.3 years | |||||||||
Options canceled or expired | (40,123 | ) | 0.8479 | 8.8 years | |||||||||
Outstanding at December 31, 2013 | 1,400,125 | $ | 1.9825 | 5.3 years | |||||||||
Vested or expected to vest at December 31, 2013 | 1,400,125 | $ | 1.9825 | ||||||||||
Exercisable at December 31, 2013 | 1,182,140 | $ | 1.7461 | 4.6 years | |||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Tax Expense | ' | ||||||||
Total income tax expense for the years ended December 31 is allocated as follows: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Current | $ | 18,000 | $ | 32,921 | |||||
Deferred | (13,229,355 | ) | (6,289,888 | ) | |||||
Valuation allowance | 13,229,355 | 6,289,888 | |||||||
Provision for income taxes | $ | 18,000 | $ | 32,921 | |||||
Reconciliation of Statutory Federal Income Tax Rate and the Effective Income Tax Rate | ' | ||||||||
A reconciliation of the difference between the statutory federal income tax rate and the effective income tax rate for the years ended December 31 is as follows: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Income tax benefit at statutory federal rate | 35 | % | 34 | % | |||||
Permanent differences | (1.20 | ) | (0.61 | ) | |||||
Return-to-provision—R&D Credit | 2.61 | 1.91 | |||||||
R&D Credit—current year | 3.72 | — | |||||||
Reserve for uncertain tax positions | (6.53 | ) | — | ||||||
Change in effective state tax rates | 6.58 | — | |||||||
State income tax expense | 10.12 | 4.34 | |||||||
Change in valuation allowance | (50.37 | ) | (39.84 | ) | |||||
Provision for income taxes | (0.07 | )% | (0.20 | )% | |||||
Deferred Tax Assets and Liabilities | ' | ||||||||
The following summarizes the significant components of the Company’s deferred tax assets and liabilities as of December 31, 2013 and 2012, respectively: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 22,346,862 | $ | 8,329,939 | |||||
Accrued expenses | — | 215,865 | |||||||
Accrued employee benefits | 377,049 | 282,268 | |||||||
Capitalized research and development costs | 31,891 | 27,516 | |||||||
Research and development credit | 1,874,939 | 1,928,714 | |||||||
Nonqualified stock options | 53,686 | — | |||||||
Deferred revenue | — | 643,669 | |||||||
Deferred tax liabilities: | |||||||||
Depreciation | 102,916 | 130,017 | |||||||
Net deferred tax asset | 24,787,343 | 11,557,988 | |||||||
Valuation allowance | (24,787,343 | ) | (11,557,988 | ) | |||||
Net deferred tax asset | $ | — | $ | — | |||||
Summary of Gross Unrecognized Tax Benefits | ' | ||||||||
The following summarizes the significant components of gross unrecognized tax benefits as of December 31, 2013 and 2012, respectively: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Balance at January1, | $ | — | $ | — | |||||
Current Year Uncertain Tax Positions: | |||||||||
Gross Increases | 6,649 | — | |||||||
Prior Year Uncertain Tax Positions: | |||||||||
Gross Increases | 1,709,255 | — | |||||||
Balance at December 31, | $ | 1,715,904 | $ | — |
Organization_Additional_Inform
Organization - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Aug. 29, 2013 | Aug. 29, 2013 |
In Millions, except Share data, unless otherwise specified | Oneida Resources Corp. [Member] | Private Placement [Member] | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ' | ' | ' |
Outstanding share of capital stock exchanged | ' | 0.5 | ' |
Company's outstanding capital stock, percentage | ' | 100.00% | ' |
Outstanding option and outstanding warrant of capital stock exchanged | ' | 0.5 | ' |
Shares of common stock sold, value | ' | ' | $60 |
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 | ' | ' | 15.3 |
Accrued interest | ' | ' | $0.80 |
Voting rights percentage | 100.00% | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Significant Accounting Policies [Line Items] | ' | ' |
Maturity of highly liquid investments | 'Three months or less | ' |
Maturity of certificate | 'More than three months | ' |
Carrying value of cash held in money market funds | $27,000,000 | ' |
Allowance recorded | 0 | ' |
Impairment losses recognized | 0 | ' |
Deferred revenue interest | 0 | 0 |
Assumed expected dividend rate | 0.00% | ' |
Excess tax benefits for tax deductions | 0 | 0 |
Level 2 [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Assets measured using quoted prices | 0 | ' |
Liabilities measured using quoted prices | 0 | ' |
Level 3 [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Assets measured using quoted prices | 0 | ' |
Liabilities measured using quoted prices | $0 | ' |
Minimum [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Property and equipment, estimated useful life | '3 years | ' |
Maximum [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Property and equipment, estimated useful life | '5 years | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Common Stock Equivalents Excluded in Calculation of Diluted Loss Per Share (Detail) (Stock Options [Member]) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Number of anti-dilutive securities excluded from computation of earnings per share | 898,982 | 905,284 |
Property_and_Equipment_Propert
Property and Equipment - Property and Equipment (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment, gross | $3,300,275 | $3,278,683 |
Less accumulated depreciation | -3,232,003 | -3,220,417 |
Property Plant and Equipment Net | 68,272 | 58,266 |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment, gross | 82,252 | 92,318 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment, gross | 46,523 | 42,736 |
Scientific Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment, gross | 2,851,947 | 2,824,076 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment, gross | $319,553 | $319,553 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property Plant And Equipment [Abstract] | ' | ' |
Depreciation expense | $23,249 | $47,747 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Minimum [Member] | Maximum [Member] | 2013 Equity Incentive Plan [Member] | Subsequent Event [Member] | Scientific Advisory Board Members [Member] | Scientific Advisory Board Members [Member] | Employee Stock Option [Member] | |||
2013 Equity Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock reserved for issuance | ' | ' | ' | ' | 2,850,000 | 800,000 | ' | ' | ' |
Incentive stock options (ISOs), Vesting Period | ' | ' | '2 years | '3 years | ' | ' | ' | ' | ' |
Options, maximum term | '10 years | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average grant date fair value for awards granted | $3.26 | ' | ' | ' | ' | ' | ' | ' | ' |
Total intrinsic value of the options exercised | $580,623 | ' | ' | ' | ' | ' | ' | ' | ' |
Total fair value of shares vested | 278,000 | 332,000 | ' | ' | ' | ' | ' | ' | ' |
Options granted | 247,600 | ' | ' | ' | ' | ' | 19,000 | 19,500 | ' |
Options granted, exercise price | $3.26 | ' | ' | ' | ' | ' | $3.26 | $2.84 | ' |
Options, vesting term | ' | ' | ' | ' | ' | ' | 'Vest ratably over a period of 12 to 24 months | ' | ' |
Unrecognized share-based compensation expense related to employee stock option awards | $467,329 | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized share-based compensation expense, weighted-average recognition period | ' | ' | ' | ' | ' | ' | ' | ' | '1 year 6 months |
ShareBased_Compensation_Total_
Share-Based Compensation - Total Stock-Based Compensation Expense (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Total share-based compensation expense | $391,393 | $295,106 |
Research and Development [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Total share-based compensation expense | 132,543 | 111,206 |
General and Administrative [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Total share-based compensation expense | $258,850 | $183,900 |
ShareBased_Compensation_Weight
Share-Based Compensation - Weighted-Average Assumptions Used for Calculating Value of Options Granted (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 80.00% | 79.70% |
Weighted-average risk-free interest rate | 2.20% | 1.20% |
Expected term | '6 years 2 months 12 days | '6 years 3 months 18 days |
ShareBased_Compensation_Stock_
Share-Based Compensation - Stock Options Activity (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' |
Outstanding at beginning of period, Number of Shares | 1,707,114 | ' |
Options granted, Number of Shares | 247,600 | ' |
Options exercised, Number of Shares | -514,466 | ' |
Options canceled or expired, Number of Shares | -40,123 | ' |
Outstanding at end of period, Number of Shares | 1,400,125 | 1,707,114 |
Vested or expected to vest at end of period, Number of Shares | 1,400,125 | ' |
Exercisable at end of period, Number of Shares | 1,182,140 | ' |
Outstanding at beginning of period, Weighted-Average Exercise Price | $1.38 | ' |
Options granted, Weighted-Average Exercise Price | $3.26 | ' |
Options exercised, Weighted-Average Exercise Price | $0.65 | ' |
Options canceled or expired, Weighted-Average Exercise Price | $0.85 | ' |
Outstanding at end of period, Weighted-Average Exercise Price | $1.98 | $1.38 |
Vested or expected to vest at end of period, Weighted-Average Exercise Price | $1.98 | ' |
Exercisable at end of period, Weighted-Average Exercise Price | $1.75 | ' |
Options granted, Weighted-Average Contractual Life | '6 years 2 months 12 days | ' |
Options exercised, Weighted-Average Contractual Life | '2 years 3 months 18 days | ' |
Options canceled or expired, Weighted-Average Contractual Life | '8 years 9 months 18 days | ' |
Outstanding at end of period, Weighted-Average Contractual Life | '5 years 3 months 18 days | '4 years 4 months 24 days |
Exercisable at end of period, Weighted-Average Contractual Life | '4 years 7 months 6 days | ' |
Income_taxes_Income_Tax_Expens
Income taxes - Income Tax Expense (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Current | $18,000 | $32,921 |
Deferred | -13,229,355 | -6,289,888 |
Valuation allowance | 13,229,355 | 6,289,888 |
Provision for income taxes | $18,000 | $32,921 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate and the Effective Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Income tax benefit at statutory federal rate | 35.00% | 34.00% |
Permanent differences | -1.20% | -0.61% |
Return-to-provision-R&D Credit | 2.61% | 1.91% |
R&D Credit-current year | 3.72% | ' |
Reserve for uncertain tax positions | -6.53% | ' |
Change in effective state tax rates | 6.58% | ' |
State income tax expense | 10.12% | 4.34% |
Change in valuation allowance | -50.37% | -39.84% |
Provision for income taxes | -0.07% | -0.20% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' |
Federal net operating loss carryforwards | $49.30 |
Federal net operating loss carryForwards expiration year | '2034 |
Excess tax benefits related to stock-based compensation | $0.20 |
Income_Taxes_Deferred_Tax_Asse
Income Taxes - Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets: | ' | ' |
Net operating loss carryforwards | $22,346,862 | $8,329,939 |
Accrued expenses | ' | 215,865 |
Accrued employee benefits | 377,049 | 282,268 |
Capitalized research and development costs | 31,891 | 27,516 |
Research and development credit | 1,874,939 | 1,928,714 |
Nonqualified stock options | 53,686 | ' |
Deferred revenue | ' | 643,669 |
Deferred tax liabilities: | ' | ' |
Depreciation | 102,916 | 130,017 |
Net deferred tax asset | 24,787,343 | 11,557,988 |
Valuation allowance | -24,787,343 | -11,557,988 |
Net deferred tax asset | ' | ' |
Income_Taxes_Summary_of_Gross_
Income Taxes - Summary of Gross Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ' | ' |
Balance at January1, | ' | ' |
Current Year Uncertain Tax Positions: | ' | ' |
Gross Increases | 6,649 | ' |
Prior Year Uncertain Tax Positions: | ' | ' |
Gross Increases | 1,709,255 | ' |
Balance at December 31, | $1,715,904 | ' |
Collaborations_and_License_Agr1
Collaborations and License Agreements - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' |
Research and development | $23,027,578 | $15,486,476 |
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 |
Takeda Pharmaceutical Company Limited [Member] | Collaborative Arrangement [Member] | ' | ' |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' |
R&D services revenue recognition period | '3 years | ' |
Recognized revenue | 2,700,000 | 3,100,000 |
Deferred revenue | 0 | 1,700,000 |
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 | ' |
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 | ' |
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. | ' |
Number of common stock issued | 400,000 | ' |
Research and development | 120,000 | ' |
Other payments | 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 | ' |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments And Contingencies Disclosure [Abstract] | ' | ' |
Operating lease agreements with commitments through 2014 | $616,982 | ' |
Rent expense | $827,479 | $809,332 |
Employee_Benefit_Plan_Addition
Employee Benefit Plan - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
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 | $77,138 | $79,656 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event [Member], USD $) | 0 Months Ended |
In Millions, except Share data, unless otherwise specified | Feb. 05, 2014 |
Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Sale of common stock | 7,063,300 |
Underwriters' option to purchase shares | 921,300 |
Offering price per share of underwriters' option to purchase shares | $17.50 |
Net proceeds of of public offering | $115.40 |