Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 11, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ITCI | ||
Entity Registrant Name | Intra-Cellular Therapies, Inc. | ||
Entity Central Index Key | 1567514 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 34,928,424 | ||
Entity Public Float | $240,663,855 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $61,325,044 | $35,150,924 |
Investment securities, available-for-sale | 68,320,672 | 2,000,000 |
Accounts receivable | 51,603 | 336,318 |
Prepaid expenses and other current assets | 1,288,953 | 762,243 |
Total current assets | 130,986,272 | 38,249,485 |
Property and equipment, net | 54,553 | 68,272 |
Other assets | 70,944 | 131,555 |
Total assets | 131,111,769 | 38,449,312 |
Current liabilities: | ||
Accounts payable | 2,052,765 | 3,395,067 |
Accrued and other current liabilities | 7,529,241 | 2,611,091 |
Accrued employee benefits | 975,058 | 827,879 |
Total current liabilities | 10,557,064 | 6,834,037 |
Stockholders' equity: | ||
Common stock, $.0001 par value: 100,000,000 shares authorized; 29,499,059 and 22,159,446 shares issued and outstanding at December 31, 2014 and 2013, respectively | 2,950 | 2,216 |
Additional paid-in capital | 208,912,345 | 89,177,556 |
Accumulated deficit | -88,255,957 | -57,564,497 |
Accumulated comprehensive loss | -104,633 | |
Total stockholders' equity | 120,554,705 | 31,615,275 |
Total liabilities and stockholders' equity | $131,111,769 | $38,449,312 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
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 | 29,499,059 | 22,159,446 |
Common stock, shares outstanding | 29,499,059 | 22,159,446 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues: | |||
License and collaboration revenue | $547,546 | $2,737,002 | $3,117,991 |
Grant Revenue | 29,755 | ||
Total revenues | 577,301 | 2,737,002 | 3,117,991 |
Costs and expenses: | |||
Research and development | 21,226,345 | 23,027,578 | 15,486,476 |
General and administrative | 10,337,679 | 5,976,276 | 4,034,925 |
Total costs and expenses | 31,564,024 | 29,003,854 | 19,521,401 |
Loss from operations | -30,986,723 | -26,266,852 | -16,403,410 |
Interest income | 303,936 | 29,617 | 39,002 |
Interest expense | -7,073 | -612,963 | -193,498 |
Income taxes | -1,600 | -18,000 | -32,921 |
Net loss | ($30,691,460) | ($26,868,198) | ($16,590,827) |
Net loss per common share: | |||
Basic & Diluted | ($1.07) | ($1.56) | ($2.96) |
Weighted average number of common shares: | |||
Basic & Diluted | 28,650,067 | 17,260,768 | 5,607,539 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | ($30,691,460) | ($26,868,198) | ($16,590,827) |
Other comprehensive loss: | |||
Unrealized loss on investment securities | -104,633 | ||
Comprehensive loss | ($30,796,093) | ($26,868,198) | ($16,590,827) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [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 | ||||
Conversion of convertible notes, shares | 2,417,281 | ||||
Conversion of convertible notes | 15,356,422 | 242 | 15,356,180 | ||
Share-based compensation | 295,106 | 295,106 | |||
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 | ||||
Conversion of convertible notes, shares | 110,446 | ||||
Conversion of convertible notes | 701,723 | 11 | 701,712 | ||
Private placement of common stock | 39,963,500 | 692 | 39,962,808 | ||
Private placement of common stock, shares | 6,916,697 | ||||
Share-based compensation | 391,393 | 391,393 | |||
Stock subscription, shares | 18,225 | ||||
Stock subscription | 109,834 | 2 | 109,832 | ||
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 | ||||
Common shares issued February 5, 2014 | 115,442,747 | 706 | 115,442,041 | ||
Common shares issued February 5, 2014,shares | 7,063,300 | ||||
Exercise of stock options | 162,980 | 25 | 162,955 | ||
Exercise of stock options, shares | 247,165 | 247,165 | |||
Stock issued for services | 176,085 | 1 | 176,084 | ||
Stock issued for services, shares | 10,923 | ||||
Stock subscription | 109,833 | 2 | 109,831 | ||
Share-based compensation | 3,843,878 | 3,843,878 | |||
Stock subscription, shares | 18,225 | ||||
Net loss | -30,691,460 | -30,691,460 | |||
Other comprehensive loss | -104,633 | -104,633 | |||
Balance at Dec. 31, 2014 | $120,554,705 | $2,950 | $208,912,345 | ($88,255,957) | ($104,633) |
Balance, shares at Dec. 31, 2014 | 29,499,059 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating activities | |||
Net loss | ($30,691,460) | ($26,868,198) | ($16,590,827) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation expense | 25,481 | 23,249 | 47,747 |
Share-based compensation expense | 3,843,878 | 391,393 | 295,106 |
Issuance of stock for services | 176,085 | ||
Amortization of premiums on investment activities | 297,223 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 284,715 | -35,889 | 48,634 |
Prepaid expenses and other assets | -466,099 | -574,341 | -34,189 |
Accounts payable | -1,342,302 | 3,353,459 | -554,256 |
Accrued liabilities and employee benefits | 5,065,329 | 2,785,736 | -448,493 |
Deferred revenue | -1,666,674 | -1,666,659 | |
Net cash used in operating activities | -22,807,150 | -22,591,265 | -18,902,937 |
Investing activities | |||
Purchases of investments | -103,601,836 | -12,000,000 | |
Maturities of investments | 36,879,308 | 1,500,000 | 17,700,122 |
Purchase of property and equipment | -11,762 | -33,255 | -38,957 |
Net cash (used in) provided by investing activities | -66,734,290 | 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 | 162,980 | 332,938 | 31,081 |
Proceeds from stock subscription | 109,833 | 109,834 | |
Gross proceeds of public and private offerings | 116,191,285 | 43,841,850 | |
Payment of costs of public and private offerings | -748,538 | -3,754,706 | |
Net cash provided by financing activities | 115,715,560 | 40,629,916 | 15,194,085 |
Net increase in cash and cash equivalents | 26,174,120 | 19,505,396 | 1,952,313 |
Cash and cash equivalents at beginning of period | 35,150,924 | 15,645,528 | 13,693,215 |
Cash and cash equivalents at end of period | 61,325,044 | 35,150,924 | 15,645,528 |
Cash paid for interest | 7,073 | 11,320 | |
Cash paid for taxes | 44,998 | 31,437 | 13,857 |
Unrealized loss on investment securities | ($104,633) |
Organization
Organization | 12 Months Ended |
Dec. 31, 2014 | |
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 3 clinical development 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. (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. | |
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 represented 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 of capital stock exchange as well as the conversion of the Notes (defined below) and the Series A, B, and C redeemable convertible preferred stock of ITI. | |
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”). | |
On February 5, 2014, the Company completed a public offering of common stock in which the Company sold 7,063,300 shares of common stock, which included the exercise of the underwriters’ option to purchase an additional 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 were approximately $115.4 million. | |
On October 31, 2014, the Company entered into a termination agreement with Takeda Pharmaceutical Company Limited (“Takeda”) terminating the worldwide license and collaboration agreement under which the Company and Takeda were jointly developing the Company’s proprietary compound ITI-214 and other selected compounds that selectively inhibit phosphodiesterase type 1 (“PDE1”) for use in the prevention and treatment of human diseases. Through December 31, 2014, the Company had received $28.9 million in total payments under the agreement and was eligible to receive milestone payments and royalties based on net sales. The Company is in the process of refining its strategy for the PDE1 inhibitor program. | |
In order to further its research projects and support its collaborations, the Company will require additional financing until such time, if ever, that revenue streams are sufficient to generate consistent positive cash flow from operations. Possible sources of funds include public or private sales of the Company’s equity securities, sales of debt securities, the incurrence of debt from commercial lenders, strategic collaborations, licensing a portion or all of the Company’s product candidates and technology and, to a lesser extent, grant funding. On August 29, 2014, the Company filed a universal shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (the “SEC”) on September 15, 2014, to register $150 million of the Company’s common stock, preferred stock, various series of debt securities, warrants, rights and purchase contracts to purchase any of such securities, either individually or in units, for issuance from time to time at prices and on terms to be determined at the time of any such offering. This registration statement will remain in effect for up to three years from the initial effective date. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
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 checking accounts, money market accounts, money market funds, and certificates of deposit with a maturity date of three months or less. Certificates of deposit, commercial paper, corporate notes and corporate bonds with a maturity date of more than three months are classified separately on the balance sheet. Their carrying values approximate the fair market value. | |||||||||||||||||
Marketable Securities | |||||||||||||||||
Marketable securities may consist of investments in U.S. Treasuries, various U.S. governmental agency debt securities, corporate bonds, certificates of deposit, and other fixed income securities with an average maturity of twelve months or less. Management classifies the Company’s investments as available-for-sale. Such securities are carried at estimated fair value, with any unrealized holding gains or losses reported, net of any tax effects reported, as accumulated other comprehensive income, which is a separate component of stockholders’ equity. Realized gains and losses, and declines in value judged to be other-than-temporary, if any, are included in consolidated results of operations. A decline in the market value of any available-for-sale security below cost that is deemed to be other-than-temporary results in a reduction in fair value, which is charged to earnings in that period, and a new cost basis for the security is established. Dividend and interest income is recognized as interest income when earned. The cost of securities sold is calculated using the specific identification method. | |||||||||||||||||
Investment Securities | |||||||||||||||||
Investment securities consisted of the following (in thousands): | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Amortized | Unrealized | Unrealized | Estimated | ||||||||||||||
Cost | Gains | (Losses) | Fair | ||||||||||||||
Value | |||||||||||||||||
(unaudited) | |||||||||||||||||
U.S. Government Agency Securities | $ | 4,316 | $ | — | $ | (3 | ) | $ | 4,313 | ||||||||
FDIC Certificates of Deposit | 16,374 | — | (14 | ) | 16,360 | ||||||||||||
Certificates of Deposit | 2,000 | — | — | 2,000 | |||||||||||||
Commercial Paper | 9,743 | 1 | — | 9,744 | |||||||||||||
Corporate Notes/Bonds | 35,992 | — | (89 | ) | 35,903 | ||||||||||||
$ | 68,425 | $ | 1 | $ | (106 | ) | $ | 68,320 | |||||||||
December 31, 2013 | |||||||||||||||||
Amortized | Unrealized | Unrealized | Estimated | ||||||||||||||
Cost | Gains | (Losses) | Fair | ||||||||||||||
Value | |||||||||||||||||
Certificates of Deposit | $ | 2,000 | — | — | $ | 2,000 | |||||||||||
$ | 2,000 | $ | — | $ | — | $ | 2,000 | ||||||||||
The Company has classified all of its investment securities available-for-sale, including those with maturities beyond one year, as current assets on the consolidated balance sheets based on the highly liquid nature of the investment securities and because these investment securities are considered available for use in current operations. As of December 31, 2014 and December 31, 2013, the Company held $31.8 million and $0, respectively, of available-for-sale investment securities with contractual maturity dates more than one year and less than two years. | |||||||||||||||||
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: | |||||||||||||||||
• | 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 Topic 820 hierarchy. | |||||||||||||||||
The Company has no assets or liabilities that were measured using quoted prices for significant unobservable inputs (Level 3 assets and liabilities) as of December 31, 2014 and December 31, 2013. The carrying value of cash held in money market funds of approximately $8.5 million as of December 31, 2014 and $0.0 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. | |||||||||||||||||
The fair value measurements of the Company’s cash equivalents and available-for-sale investment securities are identified in the following tables (in thousands): | |||||||||||||||||
Fair Value Measurements at | |||||||||||||||||
Reporting Date Using | |||||||||||||||||
December 31, | Quoted Prices | Significant | Significant | ||||||||||||||
2014 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Money market funds | $ | 8,495 | $ | 8,495 | $ | — | $ | — | |||||||||
U.S. Government Agency Securities | 4,313 | — | 4,313 | — | |||||||||||||
FDIC certificates of deposit | 16,360 | — | 16,360 | — | |||||||||||||
Certificates of deposit | 41,000 | — | 41,000 | — | |||||||||||||
Commercial paper | 9,744 | — | 9,744 | — | |||||||||||||
Corporate Bonds/Notes | 35,903 | — | 35,903 | — | |||||||||||||
$ | 115,815 | $ | 8,495 | $ | 107,320 | $ | — | ||||||||||
Fair Value Measurements at | |||||||||||||||||
Reporting Date Using | |||||||||||||||||
December 31, | Quoted Prices | Significant | Significant | ||||||||||||||
2013 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Certificates of deposit | 6,000 | — | 6,000 | — | |||||||||||||
$ | 6,000 | $ | — | $ | 6,000 | $ | — | ||||||||||
Financial Instruments | |||||||||||||||||
The Company considers the recorded costs of its financial assets and liabilities, which consist of cash equivalents, investment securities available-for-sale, accounts receivable, accounts payable and accrued liabilities, to approximate their fair value because of their relatively short maturities at December 31, 2014 and December 31, 2013. 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, 2014 and 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 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 Company has entered into arrangements involving the 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 this 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 adopted 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; | ||||||||||||||||
• | Achievement of the milestone involves a degree of risk and was not reasonably assured at the inception of the arrangement; | ||||||||||||||||
• | Substantive effort on the Company’s 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 revenue in accordance with the revenue models described above. In addition, the determination that one such payment was not a substantive milestone could prevent the Company 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, 2014 and 2013, 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 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) | |||||||||||||||||
All components of comprehensive income (loss), including net income (loss), are reported in the financial statements in the period in which they are incurred. Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. In accordance with accounting guidance, the Company presents the impact of any unrealized gains or (losses) on its investment securities in a separate statement of comprehensive income (loss) for each period. | |||||||||||||||||
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. | |||||||||||||||||
For all awards granted with time-based vesting conditions, expense is amortized using the straight-line attribution method. For awards that contain a performance-based vesting 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, 2014, 2013 and 2012 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 years ended December 31, 2014, 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 options is the period of time for which the stock 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. | |||||||||||||||||
For the years ended December 31, 2013 and 2012, given that there was no active market for the Company’s common stock, the exercise prices of the stock options on the dates of grant were 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. For the year ended December 31, 2014, the exercise price was determined by using the closing market price of the Company’s common stock on the date of grant. | |||||||||||||||||
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 temporary 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. | |||||||||||||||||
Since the Company had net operating loss carryforwards as of December 31, 2014, 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 consultants 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. | |||||||||||||||||
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, 2014, 2013 and 2012: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Stock Equivalents | 958,712 | 898,982 | 905,284 | ||||||||||||||
Recently Issued Accounting Standards | |||||||||||||||||
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction-specific and industry-specific revenue recognition guidance under current GAAP and replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016. Early application is not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Presently, the Company is assessing what effect the adoption of ASU 2014-09 will have on our consolidated financial statements and accompanying notes. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | 3. Property and Equipment | ||||||||
Property and equipment consist of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Computer equipment | $ | 39,160 | $ | 82,252 | |||||
Furniture and fixtures | 35,958 | 46,523 | |||||||
Scientific equipment | 2,207,848 | 2,851,947 | |||||||
Leasehold improvements | — | 319,553 | |||||||
2,282,966 | 3,300,275 | ||||||||
Less accumulated depreciation | (2,228,413 | ) | (3,232,003 | ) | |||||
$ | 54,553 | $ | 68,272 | ||||||
Depreciation expense for the years ended December 31, 2014, 2013 and 2012 was $25,481, $23,249 and $47,747 respectively. During 2014, in conjunction with its move in February 2015 to its new headquarters, the Company retired $319,553 of fully depreciated leasehold improvements and disposal of $709,518 of fully depreciated property and equipment. During 2013, the Company retired $11,663 of fully depreciated property and equipment. |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Share-Based Compensation | 4. Share-Based Compensation | ||||||||||||||||
The Company sponsors the Intra-Cellular Therapies, Inc. 2013 Equity Incentive Plan (the “2013 Plan”) to provide for the granting of stock-based awards, such as stock options, restricted common stock and restricted stock units to employees, directors and consultants as determined by the Board of Directors. In August 2013, the Company assumed in the Merger the ITI 2003 Equity Incentive Plan , as amended (the “2003 Plan”), which expired by its terms in July 2013. As of December 31, 2014, the outstanding awards under the 2003 Plan were options to purchase 1,125,460 shares of common stock. Effective in November 2013, the Company adopted the 2013 Plan. The Company reserved 2,850,000 shares of common stock for issuance under the 2013 Plan. In January 2014, the number of shares of common stock reserved for issuance under the 2013 Plan automatically increased by 800,000 pursuant to the evergreen provisions of the 2013 Plan. | |||||||||||||||||
Stock options granted under the 2013 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 determines who will receive options, the vesting periods (which are generally one 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 2013 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 consultants recognized during the years ended December 31, 2014, 2013 and 2012, was comprised of the following: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Research and development | $ | 1,842,828 | $ | 132,543 | $ | 111,206 | |||||||||||
General and administrative | 2,001,050 | 258,850 | 183,900 | ||||||||||||||
Total share-based compensation expense | $ | 3,843,878 | $ | 391,393 | $ | 295,106 | |||||||||||
The following table describes the weighted-average assumptions used for calculating the value of options granted during the years ended December 31, 2014, 2013 and 2012: | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Expected volatility | 80 | % | 80 | % | 79.7 | % | |||||||||||
Weighted-average risk-free interest rate | 2 | % | 2.2 | % | 1.2 | % | |||||||||||
Expected term (in years) | 6.3 | 6.2 | 6.3 | ||||||||||||||
Information regarding the stock options activity including with respect to grants to employees, directors and consultants as of December 31, 2014, and changes during the period then ended, are summarized as follows: | |||||||||||||||||
Number of | Weighted- | Aggregate | Weighted- | ||||||||||||||
Shares | Average | Intrinsic | Average | ||||||||||||||
Exercise | Value | Contractual | |||||||||||||||
Price | Life | ||||||||||||||||
Outstanding at December 31, 2013 (audited) | 1,400,125 | $ | 1.98 | $ | — | 5.3 years | |||||||||||
Options granted | 1,108,000 | $ | 16.5 | $ | — | 9.5 years | |||||||||||
Options exercised | (247,165 | ) | $ | 0.66 | $ | — | 0.5 year | ||||||||||
Options canceled or expired | (27,500 | ) | $ | 12.34 | $ | — | 6.9 year | ||||||||||
Outstanding at December 31, 2014 | 2,233,460 | $ | 9.2 | $ | 18,867,087 | 7.3 years | |||||||||||
Vested or expected to vest at December 31, 2014 | 2,233,460 | $ | 9.2 | $ | — | ||||||||||||
Exercisable at December 31, 2014 | 1,324,552 | $ | 5.1 | $ | 16,625,120 | 5.9 years | |||||||||||
The weighted-average grant date fair value for awards granted during the year ended December 31, 2014, was $16.50 per share. Total intrinsic value of the options exercised was approximately $3,696,775 in the year ended December 31, 2014. The total fair value of shares vested in the years ended December 31, 2014, 2013 and 2012, was approximately $3,703,000, $278,000 and $332,000, respectively. | |||||||||||||||||
During 2014, 2013 and 2012, the Company granted options to certain scientific advisory board members of the Company to purchase 95,000, 19,000 and 19,500 shares of common stock at an average exercise price per share of $16.86, $3.26, and $2.84 respectively. 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 stock option awards at December 31, 2014, is $9,240,467 and will be recognized over a weighted-average period of 2.0 years. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
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, | |||||||||
2014 | 2013 | ||||||||
Current | $ | 1,600 | $ | 18,000 | |||||
Deferred | (14,655,320 | ) | (13,229,355 | ) | |||||
Valuation allowance | 14,655,320 | 13,229,355 | |||||||
Provision for income taxes | $ | 1,600 | $ | 18,000 | |||||
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, | |||||||||
2014 | 2013 | ||||||||
Income tax benefit at statutory federal rate | 35 | % | 35 | % | |||||
Permanent differences | 0.12 | (1.20 | ) | ||||||
Return-to-provision—R&D Credit | (0.05 | ) | 2.61 | ||||||
R&D Credit—current year | 2.32 | 3.72 | |||||||
Reserve for uncertain tax positions | (0.01 | ) | (6.53 | ) | |||||
Change in effective state tax rates | (0.14 | ) | 6.58 | ||||||
State income tax expense | 10.5 | 10.12 | |||||||
Change in valuation allowance | (47.75 | ) | (50.37 | ) | |||||
Provision for income taxes | (0.01 | )% | (0.07 | )% | |||||
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, 2014, the Company had $78.2 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 performed an analysis and has determined that it has not triggered any ownership changes pursuant to the rules prescribed under U.S. tax law and accordingly, the Company believes that the use of the Company’s net operating loss carryforwards will not be restricted due to changes in Company ownership as of December 31, 2014. | |||||||||
At December 31, 2014, the Company had $1.5 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, 2014 and 2013, respectively: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 34,870,169 | $ | 22,346,862 | |||||
Accrued employee benefits | 443,371 | 377,049 | |||||||
Capitalized research and development costs | — | 31,891 | |||||||
Research and development credit | 2,570,540 | 1,874,939 | |||||||
Nonqualified stock options | 1,563,785 | 53,686 | |||||||
Deferred tax liabilities: | |||||||||
Depreciation | (5,204 | ) | 102,916 | ||||||
Net deferred tax asset | 39,442,661 | 24,787,343 | |||||||
Valuation allowance | (39,442,661 | ) | (24,787,343 | ) | |||||
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, 2014 and 2013, respectively: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Balance at January1, | $ | 1,715,904 | $ | — | |||||
Current Year Uncertain Tax Positions: | |||||||||
Gross Increases | 1,731 | 6,649 | |||||||
Prior Year Uncertain Tax Positions: | |||||||||
Gross Increases | — | 1,709,255 | |||||||
Balance at December 31, | $ | 1,717,635 | $ | 1,715,904 | |||||
Collaborations_and_License_Agr
Collaborations and License Agreements | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborations and License Agreements | 6. Collaborations and License Agreements |
The Bristol-Myers Squibb License Agreement | |
On May 31, 2005, the Company entered into a worldwide, 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. | |
Under the agreement, the Company made an upfront payment of $1.0 million to BMS, a milestone payment of $1.25 million in December 2013, and a milestone payment of $1.5 million in December 2014 following the initiation of the Company’s first Phase 3 clinical trial for ITI-007 for patients with exacerbated schizophrenia. Possible milestone payments remaining total $12.0 million. Under the agreement, the Company may be obliged to make other milestone payments to BMS for each licensed product of up to an aggregate of approximately $14.75 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 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. | |
The Takeda Pharmaceutical License and Collaboration Agreement and Termination Agreement | |
On February 25, 2011, the Company entered into a license and collaboration agreement with Takeda Pharmaceutical Company Limited 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 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 conducted 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. This research program ended in February 2014. The Company was responsible for its expenses incurred in the conduct of certain research activities specified in the research plan. Takeda agreed to reimburse the Company for expenses the Company incurred in conducting additional research activities. | |
Upon execution of the agreement, Takeda made a nonrefundable payment to the Company. The Company was 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. | |
On October 31, 2014, the Company entered into an agreement with Takeda terminating the Takeda License Agreement, pursuant to which all rights granted under the Takeda License Agreement were returned to the Company. Takeda will complete certain ongoing activities relating to non-clinical studies and will transfer product inventory and materials to the Company but will not have any other ongoing involvement or funding obligations in connection with the development program. ITI-214 is the first compound in its class to successfully advance into Phase 1 clinical trials. The Company intends to continue the development of ITI-214 for the treatment of CNS and other disorders. The Company is in the process of refining its strategy for the PDE1 inhibitor program. By regaining unrestricted access to ITI-214, backups and the proprietary chemistry, the Company can now integrate the efforts of its internal PDE program to include the later stage portfolio. The Company does not anticipate a significant increase in its operating expenses related to its PDE development programs over the next twelve months. Other compounds in the PDE portfolio are also being advanced for the treatment of various indications, including non-CNS therapeutic areas. | |
Other License 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 addition, ITI is required to use at least $1.0 million annually of its resources for the development and commercialization of the technology until ITI submits an NDA. ITI met its spending requirements in 2014. There were no other payments made or required under the License for the years ended December 31, 2014 and 2013. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies | 7. Commitments and Contingencies | ||||
The Company currently has operating lease agreements with commitments for $13,125,243 for laboratory and office facilities through 2020. | |||||
At December 31, 2014, future minimum lease payments under leases having an initial or remaining non-cancellable lease term in excess of one year are set forth in the table below: | |||||
Year | |||||
2015 | $ | 10,630 | |||
2016 | 1,048,661 | ||||
2017 | 1,175,454 | ||||
2018 | 1,210,718 | ||||
2019 | 1,247,039 | ||||
2020 | 8,432,741 | ||||
$ | 13,125,243 | ||||
Rent expense for the years ended December 31, 2014, 2013 and 2012 was $853,504, $827,479 and $809,332, respectively. |
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2014 | |
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, 2014, 2013 and 2012, the Company recorded matching contribution expense of $84,757, $77,138 and $79,656, respectively. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events |
In the first quarter of 2015, the Company moved its headquarters to 430 East 29th Street, New York, New York 10016. The Company has entered into a long-term lease for approximately 14,678 square feet of useable laboratory and office space. The lease has a term of 11 years. The Company expects that its facility related costs will increase moderately beginning in 2015 due to this new facility. | |
On March 11, 2015, the Company completed its public offering of 5,411,481 shares of its common stock at a price of $24.00 per share for aggregate gross proceeds of approximately $129.9 million, and net proceeds of approximately $121.4 million. |
Unaudited_Quarterly_Financial_
Unaudited Quarterly Financial Information | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Unaudited Quarterly Financial Information | 10. Unaudited Quarterly Financial Information | ||||||||||||||||
The tables herein set forth the Company’s unaudited condensed consolidated 2014 and 2013 quarterly statements of operations. | |||||||||||||||||
The following table sets for the Company’s unaudited condensed consolidated statements of operations for the 2014 quarters ended: | |||||||||||||||||
2014 Quarter Ended | December 31, | September 31, | June 30, | March 31, | |||||||||||||
Revenue | $ | 65,862 | $ | 124,414 | $ | 219,238 | $ | 167,787 | |||||||||
Net loss | (15,199,130 | ) | (6,415,507 | ) | (4,533,539 | ) | (4,543,284 | ) | |||||||||
Basic and diluted net loss per share | $ | (0.52 | ) | $ | (0.22 | ) | $ | (0.15 | ) | $ | (0.17 | ) | |||||
The following table sets for the Company’s unaudited condensed consolidated statements of operations for the 2013 quarters ended: | |||||||||||||||||
2013 Quarter Ended | December 31, | September 31, | June 30, | March 31, | |||||||||||||
Revenue | $ | 827,531 | $ | 667,955 | $ | 643,264 | $ | 598,252 | |||||||||
Net loss | (8,040,810 | ) | (4,911,620 | ) | (8,277,391 | ) | (5,638,377 | ) | |||||||||
Basic and diluted net loss per share | $ | (0.36 | ) | $ | (0.28 | ) | $ | (0.56 | ) | $ | (0.39 | ) |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
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 checking accounts, money market accounts, money market funds, and certificates of deposit with a maturity date of three months or less. Certificates of deposit, commercial paper, corporate notes and corporate bonds with a maturity date of more than three months are classified separately on the balance sheet. Their carrying values approximate the fair market value. | |||||||||||||||||
Marketable Securities | Marketable Securities | ||||||||||||||||
Marketable securities may consist of investments in U.S. Treasuries, various U.S. governmental agency debt securities, corporate bonds, certificates of deposit, and other fixed income securities with an average maturity of twelve months or less. Management classifies the Company’s investments as available-for-sale. Such securities are carried at estimated fair value, with any unrealized holding gains or losses reported, net of any tax effects reported, as accumulated other comprehensive income, which is a separate component of stockholders’ equity. Realized gains and losses, and declines in value judged to be other-than-temporary, if any, are included in consolidated results of operations. A decline in the market value of any available-for-sale security below cost that is deemed to be other-than-temporary results in a reduction in fair value, which is charged to earnings in that period, and a new cost basis for the security is established. Dividend and interest income is recognized as interest income when earned. The cost of securities sold is calculated using the specific identification method. | |||||||||||||||||
Investment Securities | Investment Securities | ||||||||||||||||
Investment securities consisted of the following (in thousands): | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Amortized | Unrealized | Unrealized | Estimated | ||||||||||||||
Cost | Gains | (Losses) | Fair | ||||||||||||||
Value | |||||||||||||||||
(unaudited) | |||||||||||||||||
U.S. Government Agency Securities | $ | 4,316 | $ | — | $ | (3 | ) | $ | 4,313 | ||||||||
FDIC Certificates of Deposit | 16,374 | — | (14 | ) | 16,360 | ||||||||||||
Certificates of Deposit | 2,000 | — | — | 2,000 | |||||||||||||
Commercial Paper | 9,743 | 1 | — | 9,744 | |||||||||||||
Corporate Notes/Bonds | 35,992 | — | (89 | ) | 35,903 | ||||||||||||
$ | 68,425 | $ | 1 | $ | (106 | ) | $ | 68,320 | |||||||||
December 31, 2013 | |||||||||||||||||
Amortized | Unrealized | Unrealized | Estimated | ||||||||||||||
Cost | Gains | (Losses) | Fair | ||||||||||||||
Value | |||||||||||||||||
Certificates of Deposit | $ | 2,000 | — | — | $ | 2,000 | |||||||||||
$ | 2,000 | $ | — | $ | — | $ | 2,000 | ||||||||||
The Company has classified all of its investment securities available-for-sale, including those with maturities beyond one year, as current assets on the consolidated balance sheets based on the highly liquid nature of the investment securities and because these investment securities are considered available for use in current operations. As of December 31, 2014 and December 31, 2013, the Company held $31.8 million and $0, respectively, of available-for-sale investment securities with contractual maturity dates more than one year and less than two years. | |||||||||||||||||
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: | |||||||||||||||||
• | 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 Topic 820 hierarchy. | |||||||||||||||||
The Company has no assets or liabilities that were measured using quoted prices for significant unobservable inputs (Level 3 assets and liabilities) as of December 31, 2014 and December 31, 2013. The carrying value of cash held in money market funds of approximately $8.5 million as of December 31, 2014 and $0.0 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. | |||||||||||||||||
The fair value measurements of the Company’s cash equivalents and available-for-sale investment securities are identified in the following tables (in thousands): | |||||||||||||||||
Fair Value Measurements at | |||||||||||||||||
Reporting Date Using | |||||||||||||||||
December 31, | Quoted Prices | Significant | Significant | ||||||||||||||
2014 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Money market funds | $ | 8,495 | $ | 8,495 | $ | — | $ | — | |||||||||
U.S. Government Agency Securities | 4,313 | — | 4,313 | — | |||||||||||||
FDIC certificates of deposit | 16,360 | — | 16,360 | — | |||||||||||||
Certificates of deposit | 41,000 | — | 41,000 | — | |||||||||||||
Commercial paper | 9,744 | — | 9,744 | — | |||||||||||||
Corporate Bonds/Notes | 35,903 | — | 35,903 | — | |||||||||||||
$ | 115,815 | $ | 8,495 | $ | 107,320 | $ | — | ||||||||||
Fair Value Measurements at | |||||||||||||||||
Reporting Date Using | |||||||||||||||||
December 31, | Quoted Prices | Significant | Significant | ||||||||||||||
2013 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Certificates of deposit | 6,000 | — | 6,000 | — | |||||||||||||
$ | 6,000 | $ | — | $ | 6,000 | $ | — | ||||||||||
Financial Instruments | Financial Instruments | ||||||||||||||||
The Company considers the recorded costs of its financial assets and liabilities, which consist of cash equivalents, investment securities available-for-sale, accounts receivable, accounts payable and accrued liabilities, to approximate their fair value because of their relatively short maturities at December 31, 2014 and December 31, 2013. 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, 2014 and 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 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 Company has entered into arrangements involving the 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 this 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 adopted 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; | ||||||||||||||||
• | Achievement of the milestone involves a degree of risk and was not reasonably assured at the inception of the arrangement; | ||||||||||||||||
• | Substantive effort on the Company’s 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 revenue in accordance with the revenue models described above. In addition, the determination that one such payment was not a substantive milestone could prevent the Company 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, 2014 and 2013, 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 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) | ||||||||||||||||
All components of comprehensive income (loss), including net income (loss), are reported in the financial statements in the period in which they are incurred. Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. In accordance with accounting guidance, the Company presents the impact of any unrealized gains or (losses) on its investment securities in a separate statement of comprehensive income (loss) for each period. | |||||||||||||||||
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. | |||||||||||||||||
For all awards granted with time-based vesting conditions, expense is amortized using the straight-line attribution method. For awards that contain a performance-based vesting 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, 2014, 2013 and 2012 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 years ended December 31, 2014, 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 options is the period of time for which the stock 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. | |||||||||||||||||
For the years ended December 31, 2013 and 2012, given that there was no active market for the Company’s common stock, the exercise prices of the stock options on the dates of grant were 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. For the year ended December 31, 2014, the exercise price was determined by using the closing market price of the Company’s common stock on the date of grant. | |||||||||||||||||
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 temporary 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. | |||||||||||||||||
Since the Company had net operating loss carryforwards as of December 31, 2014, 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 consultants 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. | |||||||||||||||||
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, 2014, 2013 and 2012: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Stock Equivalents | 958,712 | 898,982 | 905,284 | ||||||||||||||
Recently Issued Accounting Standards | Recently Issued Accounting Standards | ||||||||||||||||
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction-specific and industry-specific revenue recognition guidance under current GAAP and replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016. Early application is not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Presently, the Company is assessing what effect the adoption of ASU 2014-09 will have on our consolidated financial statements and accompanying notes. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Schedule of Investment Securities | Investment securities consisted of the following (in thousands): | ||||||||||||||||
December 31, 2014 | |||||||||||||||||
Amortized | Unrealized | Unrealized | Estimated | ||||||||||||||
Cost | Gains | (Losses) | Fair | ||||||||||||||
Value | |||||||||||||||||
(unaudited) | |||||||||||||||||
U.S. Government Agency Securities | $ | 4,316 | $ | — | $ | (3 | ) | $ | 4,313 | ||||||||
FDIC Certificates of Deposit | 16,374 | — | (14 | ) | 16,360 | ||||||||||||
Certificates of Deposit | 2,000 | — | — | 2,000 | |||||||||||||
Commercial Paper | 9,743 | 1 | — | 9,744 | |||||||||||||
Corporate Notes/Bonds | 35,992 | — | (89 | ) | 35,903 | ||||||||||||
$ | 68,425 | $ | 1 | $ | (106 | ) | $ | 68,320 | |||||||||
December 31, 2013 | |||||||||||||||||
Amortized | Unrealized | Unrealized | Estimated | ||||||||||||||
Cost | Gains | (Losses) | Fair | ||||||||||||||
Value | |||||||||||||||||
Certificates of Deposit | $ | 2,000 | — | — | $ | 2,000 | |||||||||||
$ | 2,000 | $ | — | $ | — | $ | 2,000 | ||||||||||
Schedule of Fair Value Measurements of Cash Equivalents and Available-for-Sale Investment Securities | The fair value measurements of the Company’s cash equivalents and available-for-sale investment securities are identified in the following tables (in thousands): | ||||||||||||||||
Fair Value Measurements at | |||||||||||||||||
Reporting Date Using | |||||||||||||||||
December 31, | Quoted Prices | Significant | Significant | ||||||||||||||
2014 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Money market funds | $ | 8,495 | $ | 8,495 | $ | — | $ | — | |||||||||
U.S. Government Agency Securities | 4,313 | — | 4,313 | — | |||||||||||||
FDIC certificates of deposit | 16,360 | — | 16,360 | — | |||||||||||||
Certificates of deposit | 41,000 | — | 41,000 | — | |||||||||||||
Commercial paper | 9,744 | — | 9,744 | — | |||||||||||||
Corporate Bonds/Notes | 35,903 | — | 35,903 | — | |||||||||||||
$ | 115,815 | $ | 8,495 | $ | 107,320 | $ | — | ||||||||||
Fair Value Measurements at | |||||||||||||||||
Reporting Date Using | |||||||||||||||||
December 31, | Quoted Prices | Significant | Significant | ||||||||||||||
2013 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Certificates of deposit | 6,000 | — | 6,000 | — | |||||||||||||
$ | 6,000 | $ | — | $ | 6,000 | $ | — | ||||||||||
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, 2014, 2013 and 2012: | ||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Stock Equivalents | 958,712 | 898,982 | 905,284 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | Property and equipment consist of the following: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Computer equipment | $ | 39,160 | $ | 82,252 | |||||
Furniture and fixtures | 35,958 | 46,523 | |||||||
Scientific equipment | 2,207,848 | 2,851,947 | |||||||
Leasehold improvements | — | 319,553 | |||||||
2,282,966 | 3,300,275 | ||||||||
Less accumulated depreciation | (2,228,413 | ) | (3,232,003 | ) | |||||
$ | 54,553 | $ | 68,272 | ||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based 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 the years ended December 31, 2014, 2013 and 2012, was comprised of the following: | ||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Research and development | $ | 1,842,828 | $ | 132,543 | $ | 111,206 | |||||||||||
General and administrative | 2,001,050 | 258,850 | 183,900 | ||||||||||||||
Total share-based compensation expense | $ | 3,843,878 | $ | 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 during the years ended December 31, 2014, 2013 and 2012: | ||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Expected volatility | 80 | % | 80 | % | 79.7 | % | |||||||||||
Weighted-average risk-free interest rate | 2 | % | 2.2 | % | 1.2 | % | |||||||||||
Expected term (in years) | 6.3 | 6.2 | 6.3 | ||||||||||||||
Stock Option Activity | Information regarding the stock options activity including with respect to grants to employees, directors and consultants as of December 31, 2014, and changes during the period then ended, are summarized as follows: | ||||||||||||||||
Number of | Weighted- | Aggregate | Weighted- | ||||||||||||||
Shares | Average | Intrinsic | Average | ||||||||||||||
Exercise | Value | Contractual | |||||||||||||||
Price | Life | ||||||||||||||||
Outstanding at December 31, 2013 (audited) | 1,400,125 | $ | 1.98 | $ | — | 5.3 years | |||||||||||
Options granted | 1,108,000 | $ | 16.5 | $ | — | 9.5 years | |||||||||||
Options exercised | (247,165 | ) | $ | 0.66 | $ | — | 0.5 year | ||||||||||
Options canceled or expired | (27,500 | ) | $ | 12.34 | $ | — | 6.9 year | ||||||||||
Outstanding at December 31, 2014 | 2,233,460 | $ | 9.2 | $ | 18,867,087 | 7.3 years | |||||||||||
Vested or expected to vest at December 31, 2014 | 2,233,460 | $ | 9.2 | $ | — | ||||||||||||
Exercisable at December 31, 2014 | 1,324,552 | $ | 5.1 | $ | 16,625,120 | 5.9 years | |||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Tax Expense | Total income tax expense for the years ended December 31 is allocated as follows: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Current | $ | 1,600 | $ | 18,000 | |||||
Deferred | (14,655,320 | ) | (13,229,355 | ) | |||||
Valuation allowance | 14,655,320 | 13,229,355 | |||||||
Provision for income taxes | $ | 1,600 | $ | 18,000 | |||||
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, | |||||||||
2014 | 2013 | ||||||||
Income tax benefit at statutory federal rate | 35 | % | 35 | % | |||||
Permanent differences | 0.12 | (1.20 | ) | ||||||
Return-to-provision—R&D Credit | (0.05 | ) | 2.61 | ||||||
R&D Credit—current year | 2.32 | 3.72 | |||||||
Reserve for uncertain tax positions | (0.01 | ) | (6.53 | ) | |||||
Change in effective state tax rates | (0.14 | ) | 6.58 | ||||||
State income tax expense | 10.5 | 10.12 | |||||||
Change in valuation allowance | (47.75 | ) | (50.37 | ) | |||||
Provision for income taxes | (0.01 | )% | (0.07 | )% | |||||
Deferred Tax Assets and Liabilities | The following summarizes the significant components of the Company’s deferred tax assets and liabilities as of December 31, 2014 and 2013, respectively: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 34,870,169 | $ | 22,346,862 | |||||
Accrued employee benefits | 443,371 | 377,049 | |||||||
Capitalized research and development costs | — | 31,891 | |||||||
Research and development credit | 2,570,540 | 1,874,939 | |||||||
Nonqualified stock options | 1,563,785 | 53,686 | |||||||
Deferred tax liabilities: | |||||||||
Depreciation | (5,204 | ) | 102,916 | ||||||
Net deferred tax asset | 39,442,661 | 24,787,343 | |||||||
Valuation allowance | (39,442,661 | ) | (24,787,343 | ) | |||||
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, 2014 and 2013, respectively: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Balance at January1, | $ | 1,715,904 | $ | — | |||||
Current Year Uncertain Tax Positions: | |||||||||
Gross Increases | 1,731 | 6,649 | |||||||
Prior Year Uncertain Tax Positions: | |||||||||
Gross Increases | — | 1,709,255 | |||||||
Balance at December 31, | $ | 1,717,635 | $ | 1,715,904 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Lease Payments having Initial or Remaining Non Cancellable Lease Term | At December 31, 2014, future minimum lease payments under leases having an initial or remaining non-cancellable lease term in excess of one year are set forth in the table below: | ||||
Year | |||||
2015 | $ | 10,630 | |||
2016 | 1,048,661 | ||||
2017 | 1,175,454 | ||||
2018 | 1,210,718 | ||||
2019 | 1,247,039 | ||||
2020 | 8,432,741 | ||||
$ | 13,125,243 | ||||
Unaudited_Quarterly_Financial_1
Unaudited Quarterly Financial Information (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Schedule of Quarterly Financial Information | The following table sets for the Company’s unaudited condensed consolidated statements of operations for the 2014 quarters ended: | ||||||||||||||||
2014 Quarter Ended | December 31, | September 31, | June 30, | March 31, | |||||||||||||
Revenue | $ | 65,862 | $ | 124,414 | $ | 219,238 | $ | 167,787 | |||||||||
Net loss | (15,199,130 | ) | (6,415,507 | ) | (4,533,539 | ) | (4,543,284 | ) | |||||||||
Basic and diluted net loss per share | $ | (0.52 | ) | $ | (0.22 | ) | $ | (0.15 | ) | $ | (0.17 | ) | |||||
The following table sets for the Company’s unaudited condensed consolidated statements of operations for the 2013 quarters ended: | |||||||||||||||||
2013 Quarter Ended | December 31, | September 31, | June 30, | March 31, | |||||||||||||
Revenue | $ | 827,531 | $ | 667,955 | $ | 643,264 | $ | 598,252 | |||||||||
Net loss | (8,040,810 | ) | (4,911,620 | ) | (8,277,391 | ) | (5,638,377 | ) | |||||||||
Basic and diluted net loss per share | $ | (0.36 | ) | $ | (0.28 | ) | $ | (0.56 | ) | $ | (0.39 | ) |
Organization_Additional_Inform
Organization - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 46 Months Ended | 0 Months Ended | ||||||||||
Feb. 05, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Sep. 15, 2014 | Aug. 29, 2013 | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||
Voting rights percentage | 100.00% | ||||||||||||||
Shares of common stock sold, value | $115,442,747 | ||||||||||||||
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 public offering | 115,400,000 | 115,715,560 | 40,629,916 | 15,194,085 | |||||||||||
Total payments received | 65,862 | 124,414 | 219,238 | 167,787 | 827,531 | 667,955 | 643,264 | 598,252 | 577,301 | 2,737,002 | 3,117,991 | ||||
Takeda Pharmaceutical Company Limited [Member] | |||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||
Total payments received | 28,900,000 | ||||||||||||||
Date of termination agreement | 31-Oct-14 | ||||||||||||||
Universal Shelf Registration Statement [Member] | |||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||
Number of years after filing shelf registration statement expires | 3 years | ||||||||||||||
Securities registered under universal shelf registration | 150,000,000 | ||||||||||||||
Universal shelf registration filing date | 29-Aug-14 | ||||||||||||||
Private Placement [Member] | |||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||
Shares of common stock sold, value | 60,000,000 | ||||||||||||||
Sale of common stock | 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 | ||||||||||||||
Oneida Resources Corp. [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 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Significant Accounting Policies [Line Items] | ||
Maturity of highly liquid investments | Three months or less | |
Maturity of certificates of deposit, commercial paper, corporate notes and corporate bonds | More than three months | |
Maturity period of marketable securities | 12 months | |
Carrying value of cash held in money market funds | $8,500,000 | $0 |
Allowance recorded | 0 | 0 |
Deferred revenue interest | 0 | 0 |
Assumed expected dividend rate | 0.00% | |
Excess tax benefits for tax deductions | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Significant Accounting Policies [Line Items] | ||
Assets measured using quoted prices | 0 | |
Liabilities measured using quoted prices | 0 | |
Contractual Maturity Dates More Than One Year and Less Than Two Years [Member] | ||
Significant Accounting Policies [Line Items] | ||
Available-for-sale investment securities | $31,800,000 | $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 - Schedule of Investment Securities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $68,425,000 | $2,000,000 |
Unrealized Gains | 1,000 | |
Unrealized (Losses) | -106,000 | |
Estimated Fair Value | 68,320,672 | 2,000,000 |
U.S. Government Agency Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 4,316,000 | |
Unrealized (Losses) | -3,000 | |
Estimated Fair Value | 4,313,000 | |
FDIC Certificates of Deposit [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 16,374,000 | |
Unrealized (Losses) | -14,000 | |
Estimated Fair Value | 16,360,000 | |
Certificates of Deposit [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 2,000,000 | 2,000,000 |
Estimated Fair Value | 2,000,000 | 2,000,000 |
Commercial Paper [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 9,743,000 | |
Unrealized Gains | 1,000 | |
Estimated Fair Value | 9,744,000 | |
Corporate Notes/Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 35,992,000 | |
Unrealized (Losses) | -89,000 | |
Estimated Fair Value | $35,903,000 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Schedule of Fair Value Measurements of Cash Equivalents and Available-for-Sale Investment Securities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale investment securities | $115,815 | $6,000 |
Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale investment securities | 8,495 | |
U.S. Government Agency Securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale investment securities | 4,313 | |
FDIC Certificates of Deposit [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale investment securities | 16,360 | |
Certificates of Deposit [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale investment securities | 41,000 | 6,000 |
Commercial Paper [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale investment securities | 9,744 | |
Corporate Notes/Bonds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale investment securities | 35,903 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale investment securities | 8,495 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale investment securities | 8,495 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale investment securities | 107,320 | 6,000 |
Significant Other Observable Inputs (Level 2) [Member] | U.S. Government Agency Securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale investment securities | 4,313 | |
Significant Other Observable Inputs (Level 2) [Member] | FDIC Certificates of Deposit [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale investment securities | 16,360 | |
Significant Other Observable Inputs (Level 2) [Member] | Certificates of Deposit [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale investment securities | 41,000 | 6,000 |
Significant Other Observable Inputs (Level 2) [Member] | Commercial Paper [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale investment securities | 9,744 | |
Significant Other Observable Inputs (Level 2) [Member] | Corporate Notes/Bonds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale investment securities | $35,903 |
Summary_of_Significant_Account6
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, 2014 | 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 | 958,712 | 898,982 | 905,284 |
Property_and_Equipment_Propert
Property and Equipment - Property and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $2,282,966 | $3,300,275 |
Less accumulated depreciation | -2,228,413 | -3,232,003 |
Property Plant and Equipment Net | 54,553 | 68,272 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 39,160 | 82,252 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 35,958 | 46,523 |
Scientific Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 2,207,848 | 2,851,947 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $319,553 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $25,481 | $23,249 | $47,747 |
Property, Plant and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciated lease hold improvements | 709,518 | 11,663 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciated lease hold improvements | $319,553 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Purchase of common stock | 2,233,460 | 1,400,125 | ||
Options, maximum term | 10 years | |||
Weighted-average grant date fair value for awards granted | $16.50 | |||
Total intrinsic value of the options exercised | $3,696,775 | |||
Total fair value of shares vested | 3,703,000 | 278,000 | 332,000 | |
Options granted | 1,108,000 | |||
Options granted, exercise price | $16.50 | |||
Unrecognized share-based compensation expense related to employee stock option awards | $9,240,467 | |||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized share-based compensation expense, weighted-average recognition period | 2 years | |||
Scientific Advisory Board Members [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | 95,000 | 19,000 | 19,500 | |
Options granted, exercise price | $16.86 | $3.26 | $2.84 | |
Options, vesting term | Vest ratably over a period of 12 to 24 months | |||
2013 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Purchase of common stock | 1,125,460 | |||
Shares of common stock reserved for issuance | 2,850,000 | 800,000 | ||
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incentive stock options (ISOs), vesting period | 1 year | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incentive stock options (ISOs), vesting period | 3 years |
ShareBased_Compensation_Total_
Share-Based Compensation - Total Stock-Based Compensation Expense (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $3,843,878 | $391,393 | $295,106 |
Research and Development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 1,842,828 | 132,543 | 111,206 |
General and Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $2,001,050 | $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, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 80.00% | 80.00% | 79.70% |
Weighted-average risk-free interest rate | 2.00% | 2.20% | 1.20% |
Expected term (in years) | 6 years 3 months 18 days | 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, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Outstanding at beginning of period, Number of Shares | 1,400,125 | |
Options granted, Number of Shares | 1,108,000 | |
Options exercised, Number of Shares | -247,165 | |
Options canceled or expired, Number of Shares | -27,500 | |
Outstanding at end of period, Number of Shares | 2,233,460 | 1,400,125 |
Vested or expected to vest at end of period, Number of Shares | 2,233,460 | |
Exercisable at end of period, Number of Shares | 1,324,552 | |
Outstanding at beginning of period, Weighted-Average Exercise Price | $1.98 | |
Options granted, Weighted-Average Exercise Price | $16.50 | |
Options exercised, Weighted-Average Exercise Price | $0.66 | |
Options canceled or expired, Weighted-Average Exercise Price | $12.34 | |
Outstanding at end of period, Weighted-Average Exercise Price | $9.20 | $1.98 |
Vested or expected to vest at end of period, Weighted-Average Exercise Price | $9.20 | |
Exercisable at end of period, Weighted-Average Exercise Price | $5.10 | |
Outstanding at end of period, Aggregate Intrinsic Value | $18,867,087 | |
Exercisable at end of period, Aggregate Intrinsic Value | $16,625,120 | |
Options granted, Weighted-Average Contractual Life | 9 years 6 months | |
Options exercised, Weighted-Average Contractual Life | 6 months | |
Options canceled or expired, Weighted-Average Contractual Life | 6 years 10 months 24 days | |
Outstanding at end of period, Weighted-Average Contractual Life | 7 years 3 months 18 days | 5 years 3 months 18 days |
Exercisable at end of period, Weighted-Average Contractual Life | 5 years 10 months 24 days |
Income_Taxes_Income_Tax_Expens
Income Taxes - Income Tax Expense (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Current | $1,600 | $18,000 | |
Deferred | -14,655,320 | -13,229,355 | |
Valuation allowance | 14,655,320 | 13,229,355 | |
Provision for income taxes | $1,600 | $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, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at statutory federal rate | 35.00% | 35.00% |
Permanent differences | 0.12% | -1.20% |
Return-to-provision-R&D Credit | -0.05% | 2.61% |
R&D Credit-current year | 2.32% | 3.72% |
Reserve for uncertain tax positions | -0.01% | -6.53% |
Change in effective state tax rates | -0.14% | 6.58% |
State income tax expense | 10.50% | 10.12% |
Change in valuation allowance | -47.75% | -50.37% |
Provision for income taxes | -0.01% | -0.07% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | |
Federal net operating loss carryforwards | $78.20 |
Federal net operating loss carryForwards expiration year | 2034 |
Excess tax benefits related to stock-based compensation | $1.50 |
Income_Taxes_Deferred_Tax_Asse
Income Taxes - Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
Net operating loss carryforwards | $34,870,169 | $22,346,862 |
Accrued employee benefits | 443,371 | 377,049 |
Capitalized research and development costs | 31,891 | |
Research and development credit | 2,570,540 | 1,874,939 |
Nonqualified stock options | 1,563,785 | 53,686 |
Deferred tax liabilities: | ||
Depreciation | -5,204 | 102,916 |
Net deferred tax asset | 39,442,661 | 24,787,343 |
Valuation allowance | -39,442,661 | -24,787,343 |
Net deferred tax asset | $0 | $0 |
Income_Taxes_Summary_of_Gross_
Income Taxes - Summary of Gross Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at January 1, | $1,715,904 | |
Current Year Uncertain Tax Positions: | ||
Gross Increases | 1,731 | 6,649 |
Prior Year Uncertain Tax Positions: | ||
Gross Increases | 1,709,255 | |
Balance at December 31, | $1,717,635 | $1,715,904 |
Collaborations_and_License_Agr1
Collaborations and License Agreements - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 46 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
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. | ||||
Other payments | $0 | $0 | |||
University [Member] | Licensing Agreements [Member] | Minimum [Member] | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Annual spending requirements for development and commercialization of technology expense | 1,000,000 | ||||
Bristol-Myers Squibb Company [Member] | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Company made an upfront payment | 1,000,000 | ||||
Company made milestone payment | 1,500,000 | 1,250,000 | |||
Company remaining milestone payment | 12,000,000 | ||||
Obliged to make milestone payments | 14,750,000 | 14,750,000 | 14,750,000 | ||
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. | ||||
Takeda Pharmaceutical Company Limited [Member] | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Initial term of research program | 3 years | ||||
Date of termination agreement | 31-Oct-14 | ||||
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 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Other Commitments [Line Items] | |||
Operating lease agreements with commitments through 2014 | $13,125,243 | ||
Rent expense | 853,504 | 827,479 | 809,332 |
Laboratory and Office Facilities [Member] | |||
Other Commitments [Line Items] | |||
Operating lease agreements with commitments through 2014 | $13,125,243 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments having Initial or Remaining Non Cancellable Lease Term (Detail) (USD $) | Dec. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $10,630 |
2016 | 1,048,661 |
2017 | 1,175,454 |
2018 | 1,210,718 |
2019 | 1,247,039 |
2020 | 8,432,741 |
Total | $13,125,243 |
Employee_Benefit_Plan_Addition
Employee Benefit Plan - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | 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 | $84,757 | $77,138 | $79,656 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 0 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Feb. 05, 2014 | Mar. 12, 2015 | Mar. 11, 2015 |
Subsequent Event [Line Items] | |||
Initial public offering of common stock | 7,063,300 | ||
Common stock price per share | $17.50 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Area of useable laboratory and office space | 14,678 | ||
Term of long term lease | 11 years | ||
Gross proceeds of public offering | $129.90 | ||
Net proceeds of public offering | $121.40 | ||
Subsequent Event [Member] | IPO [Member] | |||
Subsequent Event [Line Items] | |||
Initial public offering of common stock | 5,411,481 | ||
Common stock price per share | $24 |
Unaudited_Quarterly_Financial_2
Unaudited Quarterly Financial Information - Schedule of Quarterly Financial Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $65,862 | $124,414 | $219,238 | $167,787 | $827,531 | $667,955 | $643,264 | $598,252 | $577,301 | $2,737,002 | $3,117,991 |
Net loss | ($15,199,130) | ($6,415,507) | ($4,533,539) | ($4,543,284) | ($8,040,810) | ($4,911,620) | ($8,277,391) | ($5,638,377) | ($30,691,460) | ($26,868,198) | ($16,590,827) |
Basic and diluted net loss per share | ($0.52) | ($0.22) | ($0.15) | ($0.17) | ($0.36) | ($0.28) | ($0.56) | ($0.39) | ($1.07) | ($1.56) | ($2.96) |