Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 31, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | PULM | |
Entity Registrant Name | Pulmatrix, Inc. | |
Entity Central Index Key | 1,574,235 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 14,516,010 | |
Restricted Stock Units [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 180,090 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 22,026 | $ 451 |
Prepaid expenses and other current assets | 1,333 | 380 |
Total current assets | 23,359 | 831 |
Property and equipment, net | 558 | 470 |
Long-term restricted cash | 253 | 250 |
Intangible assets | 7,534 | |
Goodwill | 15,942 | |
Other assets | 18 | |
Total assets | 47,664 | 1,551 |
Current liabilities: | ||
Convertible notes payable to stockholders, net of discount | 39,703 | |
Loan payable, net of debt discount | 413 | |
Accounts payable | 927 | 216 |
Accrued expenses | 1,135 | 3,544 |
Total current liabilities | 2,475 | 43,463 |
Loan payable, net of current portion and debt discount | 6,313 | |
Derivative liability | 11 | |
Preferred stock warrant liability | 1,309 | |
Deferred tax liability | 2,959 | |
Total liabilities | $ 11,758 | $ 44,772 |
Commitments (Note 15) | ||
Redeemable convertible preferred stock, $0.0001 par value - authorized 500,000 shares and 209,297,265 shares at September 30, 2015 and December 31, 2014, respectively | ||
Junior Seed Convertible Preferred Stock, $0.01 par value - 0 shares and 410,000 shares designated, issued and outstanding at September 30, 2015 and December 31, 2014, respectively; (liquidation preference of $0 and $820 at September 30, 2015 and December 31, 2014) | $ 35,573 | |
Stockholders' Equity (Deficit): | ||
Common stock, $0.0001 par value - 100,000,000 shares and 233,500,000 shares authorized at September 30, 2015 and December 31, 2014; 14,696,100 shares and 188,625 shares issued and outstanding, including vested restricted stock units of 180,090 and 0, at September 30, 2015 and December 31, 2014, respectively | $ 1 | |
Additional paid-in capital | 159,472 | 23,142 |
Accumulated deficit | (123,567) | (101,936) |
Total stockholders' equity (deficit) | 35,906 | (78,794) |
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) | $ 47,664 | 1,551 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Redeemable convertible preferred stock, $0.0001 par value - authorized 500,000 shares and 209,297,265 shares at September 30, 2015 and December 31, 2014, respectively | ||
Junior Seed Convertible Preferred Stock, $0.01 par value - 0 shares and 410,000 shares designated, issued and outstanding at September 30, 2015 and December 31, 2014, respectively; (liquidation preference of $0 and $820 at September 30, 2015 and December 31, 2014) | 20,894 | |
Stockholders' Equity (Deficit): | ||
Total stockholders' equity (deficit) | 20,894 | |
Seed Redeemable Convertible Preferred Stock [Member] | ||
Redeemable convertible preferred stock, $0.0001 par value - authorized 500,000 shares and 209,297,265 shares at September 30, 2015 and December 31, 2014, respectively | ||
Junior Seed Convertible Preferred Stock, $0.01 par value - 0 shares and 410,000 shares designated, issued and outstanding at September 30, 2015 and December 31, 2014, respectively; (liquidation preference of $0 and $820 at September 30, 2015 and December 31, 2014) | 1,331 | |
Stockholders' Equity (Deficit): | ||
Total stockholders' equity (deficit) | 1,331 | |
Series A-4 Redeemable Convertible Preferred Stock [Member] | ||
Redeemable convertible preferred stock, $0.0001 par value - authorized 500,000 shares and 209,297,265 shares at September 30, 2015 and December 31, 2014, respectively | ||
Junior Seed Convertible Preferred Stock, $0.01 par value - 0 shares and 410,000 shares designated, issued and outstanding at September 30, 2015 and December 31, 2014, respectively; (liquidation preference of $0 and $820 at September 30, 2015 and December 31, 2014) | 4,000 | |
Stockholders' Equity (Deficit): | ||
Total stockholders' equity (deficit) | 4,000 | |
Series B-1 Redeemable Convertible Preferred Stock [Member] | ||
Redeemable convertible preferred stock, $0.0001 par value - authorized 500,000 shares and 209,297,265 shares at September 30, 2015 and December 31, 2014, respectively | ||
Junior Seed Convertible Preferred Stock, $0.01 par value - 0 shares and 410,000 shares designated, issued and outstanding at September 30, 2015 and December 31, 2014, respectively; (liquidation preference of $0 and $820 at September 30, 2015 and December 31, 2014) | 9,344 | |
Stockholders' Equity (Deficit): | ||
Total stockholders' equity (deficit) | 9,344 | |
Junior Seed Convertible Preferred Stock [Member] | ||
Redeemable convertible preferred stock, $0.0001 par value - authorized 500,000 shares and 209,297,265 shares at September 30, 2015 and December 31, 2014, respectively | ||
Junior Seed Convertible Preferred Stock, $0.01 par value - 0 shares and 410,000 shares designated, issued and outstanding at September 30, 2015 and December 31, 2014, respectively; (liquidation preference of $0 and $820 at September 30, 2015 and December 31, 2014) | 4 | |
Stockholders' Equity (Deficit): | ||
Total stockholders' equity (deficit) | $ 4 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred stock, shares authorized | 202,604,452 | |
Preferred stock, shares issued | 63,413,042 | |
Preferred stock, shares outstanding | 63,413,042 | |
Preferred stock, liquidation value | $ 36,389 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 233,500,000 |
Common stock, shares issued | 14,696,100 | 188,625 |
Common stock, shares outstanding | 14,696,100 | 188,625 |
Restricted Stock Units [Member] | ||
Common stock, shares outstanding | 180,090 | 0 |
Redeemable Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 500,000 | 209,297,265 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 0 | 180,980,200 |
Preferred stock, shares issued | 0 | 41,788,790 |
Preferred stock, shares outstanding | 0 | 41,788,790 |
Preferred stock, liquidation value | $ 0 | $ 20,894 |
Seed Redeemable Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 0 | 1,219,508 |
Preferred stock, shares issued | 0 | 1,219,508 |
Preferred stock, shares outstanding | 0 | 1,219,508 |
Preferred stock, liquidation value | $ 0 | $ 1,331 |
Series A-4 Redeemable Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 0 | 1,307,190 |
Preferred stock, shares issued | 0 | 1,307,190 |
Preferred stock, shares outstanding | 0 | 1,307,190 |
Preferred stock, liquidation value | $ 0 | $ 4,000 |
Series B-1 Redeemable Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 0 | 18,687,554 |
Preferred stock, shares issued | 0 | 18,687,554 |
Preferred stock, shares outstanding | 0 | 18,687,554 |
Preferred stock, liquidation value | $ 0 | $ 9,344 |
Junior Seed Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 0 | 410,000 |
Preferred stock, shares issued | 0 | 410,000 |
Preferred stock, shares outstanding | 0 | 410,000 |
Preferred stock, liquidation value | $ 0 | $ 820 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $ 651 | $ 30 | $ 926 | $ 38 |
Operating expenses | ||||
Research and development | 2,193 | 1,929 | 4,721 | 5,420 |
General and administrative | 3,119 | 695 | 14,929 | 2,071 |
Total operating expenses | 5,312 | 2,624 | 19,650 | 7,491 |
Loss from operations | (4,661) | (2,594) | (18,724) | (7,453) |
Interest expense | (220) | (7,885) | (731) | (14,754) |
Loss on the conversion of convertible notes | (1,170) | |||
Fair value adjustment of preferred stock warrant liability | (655) | 1,309 | 620 | |
Fair value adjustment of derivative liability | (2,291) | |||
Other expense, net | (51) | (24) | (1) | |
Net loss | (4,932) | (11,134) | (21,631) | (21,588) |
Net loss attributable to common stockholders | $ (4,932) | $ (11,147) | $ (21,631) | $ (21,627) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.34) | $ (59.60) | $ (3.69) | $ (115.78) |
Weighted average shares used to compute basic and diluted net loss per share attributable to common stockholders | 14,654,427 | 187,044 | 5,860,758 | 186,792 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Convertible Notes [Member] | Convertible Notes [Member]Common Stock [Member] | Convertible Notes [Member]Additional Paid-In Capital [Member] | 2015 Bridge Notes [Member] | 2015 Bridge Notes [Member]Common Stock [Member] | 2015 Bridge Notes [Member]Additional Paid-In Capital [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Seed Redeemable Convertible Preferred Stock [Member] | Series A-4 Redeemable Convertible Preferred Stock [Member] | Series B-1 Redeemable Convertible Preferred Stock [Member] | Junior Seed Convertible Preferred Stock [Member] |
Beginning balance at Dec. 31, 2014 | $ (78,794) | $ 23,142 | $ (101,936) | $ 20,894 | $ 1,331 | $ 4,000 | $ 9,344 | $ 4 | |||||||
Beginning balance, shares at Dec. 31, 2014 | 188,625 | 41,788,790 | 1,219,508 | 1,307,190 | 18,687,554 | 410,000 | |||||||||
Conversion of preferred stock and notes into common stock | 35,573 | 35,573 | $ 43,060 | $ 1 | $ 43,059 | $ 8,407 | $ 8,407 | $ (20,894) | $ (1,331) | $ (4,000) | $ (9,344) | $ (4) | |||
Conversion of preferred stock and notes into common stock, shares | 4,155,539 | 5,104,655 | 664,559 | (41,788,790) | (1,219,508) | (1,307,190) | (18,687,554) | (410,000) | |||||||
Issuance of common stock and warrants, shares | 1,454,553 | ||||||||||||||
Issuance of warrant with term loan | 198 | 198 | |||||||||||||
Exercise of common stock options | $ 151 | 151 | |||||||||||||
Exercise of common stock options, shares | 71,323 | 71,325 | |||||||||||||
Stock issued for consulting services in connection with the Merger | $ 4,248 | 4,248 | |||||||||||||
Stock issued for consulting services in connection with the Merger, shares | 335,844 | ||||||||||||||
Exchange of common stock in connection with the Merger | $ 30,422 | $ 30,422 | |||||||||||||
Exchange of common stock in connection with the Merger, shares | 2,540,910 | ||||||||||||||
Vesting of restricted stock units | 2,384 | 180,090 | 2,384 | ||||||||||||
Stock-based compensation | $ 1,888 | $ 1,888 | |||||||||||||
Net loss | (21,631) | (21,631) | |||||||||||||
Ending balance at Sep. 30, 2015 | 35,906 | $ 1 | 159,472 | $ (123,567) | |||||||||||
Ending balance, shares at Sep. 30, 2015 | 14,696,100 | ||||||||||||||
Issuance of common stock and warrants | $ 10,000 | $ 10,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (21,631) | $ (21,588) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 179 | 245 |
Stock-based compensation | 4,272 | 195 |
Stock issued for consulting services in connection with the Merger | 4,248 | |
Non-cash rent expense | 17 | |
Non-cash interest expense | 533 | 14,754 |
Fair value adjustment on preferred stock warrant liability | (1,309) | (620) |
Fair value adjustment on derivative liability | 2,291 | |
Loss on conversion of convertible notes | 1,170 | |
Loss on disposal of property and equipment | 10 | 59 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (801) | (31) |
Accounts payable | 709 | (90) |
Accrued expenses | 821 | (226) |
Restricted cash | (3) | (27) |
Net cash used in operating activities | (9,494) | (7,329) |
Cash flows from investing activities: | ||
Cash acquired from the merger transaction | 9,671 | |
Purchases of property and equipment | (120) | (218) |
Net cash provided by (used in) investing activities | 9,551 | (218) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and warrants | 10,000 | |
Proceeds from exercise of stock options | 151 | |
Proceeds from issuance of convertible promissory notes | 4,457 | 6,875 |
Proceeds from issuance of term loan | 6,910 | |
Net cash provided by financing activities | 21,518 | 6,875 |
Net increase (decrease) in cash | 21,575 | (672) |
Cash - beginning of period | 451 | 1,425 |
Cash - end of period | 22,026 | 753 |
Supplemental disclosures of noncash financing and investing activities: | ||
Promissory note issuance proceeds allocated to beneficial conversion feature | (2,256) | |
Promissory note issuance proceeds allocated to preferred stock warrants | $ (306) | |
Conversion of convertible notes and accrued interest into common stock | 43,060 | |
Fair value of assets and liabilities acquired in the Merger: | ||
Fair value of assets acquired in Merger | 23,772 | |
Fair value of liabilities assumed in Merger | (3,022) | |
Fair value of net assets acquired in the Merger | $ 20,750 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization On June 15, 2015 (the “Effective Time”), Pulmatrix Operating Company, Inc., a Delaware corporation previously known as Pulmatrix Inc. (“Pulmatrix Operating”), completed its merger with Ruthigen Merger Corp. (“Merger Sub”), a wholly owned subsidiary of Pulmatrix, Inc., a Delaware corporation previously known as Ruthigen, Inc. (“Ruthigen”), pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated March 13, 2015, by and among Pulmatrix Operating, Merger Sub and Pulmatrix, Inc. (the “Merger”). Prior to the Merger, Ruthigen was a biopharmaceutical company focused on pioneering new hypochlorus acid, or HOCl, based therapies designed to improve patient outcomes and reduce healthcare costs associated with infections related to post-operative invasive procedures. Following the Merger, Pulmatrix, Inc. is a clinical stage biotechnology company focused on the discovery and development of a novel class of inhaled therapeutic products intended to prevent and treat respiratory diseases and infections that have significant unmet medical needs. Pulmatrix Operating’s proprietary dry powder delivery platform, the iSPERSE™ (inhaled Small Particles Easily Respirable and Emitted), is engineered to deliver small, dense particles with highly efficient dispersibility and delivery to the airways, which can be used with an array of dry powder inhaler technologies and can be formulated with a variety of drug substances. Pulmatrix, Inc. is developing a pipeline of iSPERSE-based therapeutic candidates targeted at prevention and treatment of a range of rare or orphan respiratory diseases and infections, including chronic obstructive pulmonary disease, cystic fibrosis and idiopathic pulmonary fibrosis. The term “Company” as used in these notes to the condensed consolidated financial statements refers to Pulmatrix Operating prior to the completion of the Merger and Pulmatrix, Inc. subsequent to the completion of the Merger. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2015. For further information, refer to the financial statements and footnotes included in the Company’s annual financial statements for the fiscal year ended December 31, 2014, which are included in the Company’s current report on Form 8-K/A filed with the SEC on August 14, 2015. Merger and Exchange Ratio The Merger has been accounted for as a “reverse merger” under the acquisition method of accounting for business combinations with Pulmatrix Operating treated as the accounting acquirer of Ruthigen. The historical financial statements of Pulmatrix Operating have become the historical financial statements of the Company, or the combined company, and are included in this filing labeled Pulmatrix, Inc. As a result of the Merger, historical common stock, stock options and additional paid-in capital, including share and per share amounts, have been retroactively adjusted to reflect the equity structure of the combined company, including the effect of the Merger exchange ratio and the common stock par value of $0.0001 per share. See Note 5, “Merger,” for additional discussion of the Merger and the exchange ratio. Reverse Stock Split On June 15, 2015, following the Effective Time, the Company effected a 1-for-2.5 reverse stock split (the “Reverse Stock Split”) of its outstanding common stock, par value $0.0001 per share (“Company Common Stock”). The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements, including the Merger exchange ratio (Note 5) applied to historical Pulmatrix Operating common stock and stock options unless otherwise noted, give retroactive effect to the Reverse Stock Split for all periods presented. The shares of Company Common Stock retained a par value of $0.0001 per share. |
Correction of Previously Issued
Correction of Previously Issued Financial Data | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Correction of Previously Issued Financial Data | 3. Correction of Previously Issued Financial Data Due to an error in the calculation of the weighted average shares for each of the periods disclosed in the Form 10-Q for the quarterly period ended June 30, 2015, the reported net loss per share and weighted average shares were incorrect. The following tables set forth the effects of the corrected calculation for three and six months ended June 30, 2015 and June 30, 2014, respectively. For the Three Months Ended For the Six Months Ended As Reported As Corrected As Reported As Corrected Net loss attributable to common stockholders $ (14,897 ) $ (14,897 ) $ (16,699 ) $ (16,699 ) Net loss per share attributable to common stockholders, basic and diluted $ (2.66 ) $ (5.77 ) $ (3.79 ) $ (12.00 ) Weighted average shares used to compute basic and diluted net loss per share attributable to common stockholders 5,608,429 2,580,144 4,401,087 1,391,048 For the Three Months Ended June 30, 2014 For the Six Months Ended As Reported As Corrected As Reported As Corrected Net loss attributable to common stockholders $ (6,954 ) $ (6,954 ) $ (10,481 ) $ (10,481 ) Net loss per share attributable to common stockholders, basic and diluted $ (2.21 ) $ (37.21 ) $ (3.33 ) $ (56.15 ) Weighted average shares used to compute basic and diluted net loss per share attributable to common stockholders 3,145,521 186,901 3,145,283 186,663 Due to an error in the calculation thereof, the reported potentially dilutive securities outstanding prior to the use of the treasury stock method relating to options to purchase common stock and convertible notes and accrued interest as of June 30, 3014 were incorrect. The following table sets forth the effects of the corrected calculation for June 30, 2014. As of June 30, 2014 As Reported As Corrected Options to purchase common stock 832,184 832,226 Convertible notes and accrued interest (as converted to common stock) 327,505 5,525,341 After consideration of the quantitative and qualitative factors surrounding the errors and use of the impacted information, the Company determined the misstatements were not material to the financial statements included in the Form 10-Q for the quarterly period ended June 30, 2015. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 4. Summary of Significant Accounting Policies In the nine months ended September 30, 2015, there were no changes to the Company’s significant accounting policies identified in the Company’s most recent annual financial statements for the fiscal year ended December 31, 2014, which are included in the Company’s current report on Form 8-K/A filed with the SEC on August 14, 2015, except as noted below: Goodwill Goodwill represents the difference between the consideration transferred and the fair value of the net assets acquired and liabilities assumed under the acquisition method of accounting for push-down accounting. Goodwill is not amortized but is evaluated for impairment within the Company’s single reporting unit on an annual basis, during the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the Company’s reporting unit below its carrying amount. When performing the impairment assessment, the accounting standard for testing goodwill for impairment permits a company to first assess the qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the goodwill is impaired. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of goodwill is impaired, the Company must perform the first step of the goodwill impairment test. The Company has determined that goodwill was not impaired as of September 30, 2015. In-process Research & Development In-process research & development (“IPR&D”) represents the fair value assigned to research and development assets that were not fully developed at the date of acquisition. IPR&D acquired in a business combination or recognized from the application of push-down accounting is capitalized on the Company’s consolidated balance sheet at its acquisition-date fair value. Until the project is completed, the assets are accounted for as indefinite-lived intangible assets and subject to impairment testing. Upon completion of a project, the carrying value of the related IPR&D is reclassified to intangible assets and is amortized over the estimated useful life of the asset. When performing the impairment assessment, the Company first assesses qualitative factors to determine whether it is necessary to recalculate the fair value of its acquired IPR&D. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of acquired IPR&D is less than its carrying amount, it calculates the asset’s fair value. If the carrying value of the Company’s acquired IPR&D exceeds its fair value, then the intangible asset is written down to its fair value. For the nine months ended September 30, 2015, the Company determined that there was no impairment of its IPR&D. |
Merger
Merger | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Merger | 5. Merger As described in Note 1, on June 15, 2015, the Company completed the Merger with Pulmatrix Operating. Pursuant to the Merger Agreement, each outstanding share of capital stock of Pulmatrix Operating was exchanged for 0.148187124066461 pre-Reverse Stock Split shares of Company Common Stock (the “Exchange Ratio”). All Pulmatrix Operating stock options granted under the Pulmatrix Operating stock option plans (whether or not then exercisable) that were outstanding prior to the Effective Time converted into options to purchase Company Common Stock at the same ratio as described below. Immediately prior to the Effective Time, the outstanding shares of convertible preferred stock of Pulmatrix Operating converted into an aggregate of 70,105,854 shares (pre-Reverse Stock Split and before giving effect to the Exchange Ratio) of Pulmatrix Operating common stock, which shares were exchanged in the Merger for an aggregate of 4,155,539 shares of Company Common Stock, and convertible debt of Pulmatrix Operating converted into an aggregate of 86,118,402 shares of Pulmatrix Operating common stock (pre-Reverse Stock Split and before giving effect to the Exchange Ratio), which shares were exchanged in the Merger for an aggregate of 5,104,655 shares of Company Common Stock. All outstanding Pulmatrix Operating preferred stock warrants were cancelled immediately prior to the Effective Time. In addition, immediately following the Effective Time the Company issued 664,559 shares of Company Common Stock in exchange for $4,500 aggregate principal amount of notes assumed by the Company in the Merger. All Pulmatrix Operating stock options granted under the Pulmatrix Operating stock option plans (whether or not then exercisable) that were outstanding at the Effective Time converted into options to purchase Company Common Stock. After the Effective Time, all outstanding and unexercised Pulmatrix Operating stock options assumed by the Company may be exercised solely for shares of Company Common Stock. The number of shares of Company Common Stock subject to each Pulmatrix Operating stock option assumed by the Company was determined by multiplying (a) the number of shares of Pulmatrix Operating common stock that were subject to such Pulmatrix Operating stock option, as in effect immediately prior to the Effective Time, by (b) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Company Common Stock. The per share exercise price for the Company Common Stock issuable upon exercise of each Pulmatrix Operating stock option assumed by the Company was determined by dividing (a) the per share exercise price of Pulmatrix Operating common stock subject to such Pulmatrix Operating stock option, as in effect immediately prior to the Effective Time, by (b) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent. As a result of the Merger, the vesting of 67,732 restricted stock units and 24,400 options granted prior to the Merger by Ruthigen under the Ruthigen 2013 Employee, Director and Consultant Equity Incentive Plan was accelerated. The acceleration clause was included as part of the original terms of the equity awards. The Merger has been accounted for as a reverse acquisition under the acquisition method of accounting with Pulmatrix Operating treated as the accounting acquirer and Ruthigen treated as the acquired company for financial reporting purposes. Pulmatrix Operating was determined to be the accounting acquirer based upon the terms of the Merger and other factors, such as relative voting rights and the composition of the combined company’s board of directors and senior management. Accordingly, the Ruthigen tangible and identifiable intangible assets acquired and liabilities assumed were recorded at fair value as of the date of acquisition, with the excess consideration transferred recorded as goodwill. See Note 12, “Stock-Based Compensation,” for additional details regarding the accounting treatment for the equity awards of Pulmatrix Operating and Ruthigen. The acquisition-date fair value of the consideration transferred is as follows: Number of shares of Company Common Stock owned by Ruthigen stockholders (1) 2,404,835 Multiplied by the price per share of Company Common Stock (2) $ 12.65 Total consideration transferred $ 30,421 (1) The stock transferred in the table above is calculated as the sum of a) 1,921,716 shares of Company Common Stock outstanding at the time of the Merger, b) 379,387 shares of Company Common Stock issued immediately following the closing of the Merger in a private placement, c) 36,000 shares of Company Common Stock issued to certain employees, pursuant to the terms of the Merger Agreement and d) 67,732 shares of Company Common Stock issued pursuant to restricted stock units that became fully vested upon completion of the Merger. (2) The shares outstanding are multiplied by the closing trading price of Company Common Stock as of the Merger date. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: June 15, 2015 Cash and cash equivalents $ 9,671 In-process research and development 7,534 Goodwill 15,942 Property and equipment 156 Prepaid and other current assets 140 Total assets acquired 33,443 Accrued expenses and other current liabilities (63 ) Deferred tax liability (2,959 ) Total liabilities assumed (3,022 ) Total net assets acquired $ 30,421 The purchase price allocation has been prepared on a preliminary basis and is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and the liabilities assumed. Any adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from June 15, 2015, the acquisition date. For acquired working capital accounts such as prepaid expenses and other current assets, property and equipment, accounts payable and certain accrued expenses, the Company determined that no fair value adjustments were required due to the short timeframe until settlement for these assets and liabilities. The acquired IPR&D consisted of RUT58-60, a proprietary formulation of HOC1 and Ruthigen’s lead drug candidate, which was designed to prevent and treat infection in invasive applications. RUT58-60 was developed in collaboration with Ruthigen’s former parent, Oculus Innovative Sciences, Inc. (“Oculus”), under a license agreement. Concurrent with entering into the Merger Agreement, Pulmatrix, Ruthigen and Oculus entered into a side letter agreement that clarified certain rights and obligations of each party following the closing date of the Merger with respect to certain agreements previously executed between Ruthigen and Oculus, including the license agreement. Under the terms of the side letter agreement, the Company’s obligation to develop and commercialize RUT58-60 was waived for one year following the Merger closing date. Also under the terms of the agreement, the Company may sell its rights to develop RUT58-60 if it receives at least $1,000 therefor, and Oculus has a right of first refusal with respect to any offers to purchase RUT58-60, such that Oculus could elect to purchase RUT58-60 for identical terms negotiated with a prospective buyer. In the event that the Company sells its rights to develop RUT58-60 for an amount in excess of $10,000, the Company must pay 10% of the gross consideration received to Oculus. If, at the end of the one year waiver period, the Company has not been successful in finding a buyer for RUT58-60, Oculus will have the right to cancel the license agreement and reclaim all rights to RUT58-60. The fair value of the IPR&D was determined using a discounted cash flow analysis of the expected cash flows to be generated by the IPR&D over its remaining life, net of returns on contributory assets including working capital and real and personal property assets. A discount rate of 26.6% was used in the analysis. The resulting present value of the cash flows was combined with the estimated present value of the amortization tax benefit that a purchaser of the asset could be expected to receive to arrive at the estimated fair value of the IPR&D. The Company believes the assumptions used are consistent and representative of those a market participant would use in estimating the fair value of the IPR&D. The Company will not begin amortizing the IPR&D asset until the research and development is complete and the asset is reclassified to a finite-lived amortizing asset. Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. The goodwill is not expected to be deductible for income tax purposes. Goodwill is recorded as an indefinite-lived asset and is not amortized but tested for impairment on an annual basis or when indications of impairment exist. The deferred tax liability of $2,959 relates to the temporary difference associated with the $7,534 value of the IPR&D asset, which is not deductible for tax purposes. The deferred tax liability was recorded based on a 39.28% effective tax rate. The operating results of Ruthigen for the period from June 16, 2015 to September 30, 2015, including operating losses of $108 and $1,373 have been included in the Company’s condensed consolidated financial statements as of and for the three and nine months ended September 30, 2015, respectively. The Company incurred a total of $6,863 in transaction costs in connection with the Merger, excluding Ruthigen transaction costs, which were included in general and administrative expense within the consolidated statements of operations for the nine months ended September 30, 2015. The following supplemental unaudited pro forma information presents the Company’s financial results as if the acquisition of Ruthigen had occurred on January 1, 2014: Nine months ended September 30, 2015 2014 Total revenues, net $ 926 $ 38 Net loss (14,557 ) (29,195 ) The above unaudited pro forma information was determined based on the historical GAAP results of the Company and Ruthigen. The unaudited pro forma consolidated results are not necessarily indicative of what the Company’s consolidated results of operations actually would have been if the acquisition was completed on January 1, 2014. The unaudited pro forma consolidated net loss includes pro forma adjustments primarily relating to the following non-recurring items directly attributable to the business combination: (1) Elimination of $9,956 of transaction costs for both the Company and Ruthigen from the nine months ended September 30, 2015, and inclusion of these transaction costs in the nine months ended September 30, 2014; (2) Elimination of $901 of stock-based compensation expense related to the acceleration of vesting of previously unvested Ruthigen awards in connection with the Merger from the nine months ended September 30, 2015; (3) Elimination of $995 of expense related to stay bonuses from the nine months ended September 30, 2015; (4) Elimination of $1,309 of other income and $2,291 of other expense related to the change in the fair values of liability-classified warrants and derivative instruments from the nine months ended September 30, 2015, respectively, and $1,275 of other income related to the change in the fair value of liability-classified warrants from the nine months ended September 30, 2014, as the Company’s outstanding preferred stock warrants and certain derivative instruments were extinguished in connection with the completion of the Merger; (5) Elimination of $1,170 loss on conversion of convertible notes from the nine months ended September 30, 2015, and inclusion of this loss in the nine months ended September 30, 2014, as the Company’s 2015 Bridge Notes (defined below) were automatically converted to equity upon completion of the Merger; and (6) Elimination of $477 and $6,868 of interest expense related to our convertible notes, including the 2015 Bridge Notes, from the nine months ended September 30, 2015 and 2014, respectively, as all of the Company’s outstanding convertible notes were automatically converted to equity in connection with the closing of the Merger. |
Goodwill and IPR&D
Goodwill and IPR&D | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and IPR&D | 6. Goodwill and IPR&D The Company recognized $15,942 of goodwill in connection with the Merger as discussed in Note 5. As of September 30, 2015, there were no accumulated impairment losses. Goodwill has been assigned to the Company’s single reporting unit, which is the single operating segment by which the chief decision maker manages the Company. The Company recognized $7,534 of IPR&D in connection with the Merger as discussed in Note 5. The acquired IPR&D consisted of RUT58-60, a proprietary formulation of HOC1 and Ruthigen’s lead drug candidate, which was designed to prevent and treat infection in invasive applications. The IPR&D will be classified as an intangible asset on the condensed consolidated balance sheet and until the project is completed, the assets will be accounted for as indefinite-lived intangible assets. As of September 30, 2015, there was no accumulated impairment losses associated with intangible assets. |
Significant Agreements
Significant Agreements | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Significant Agreements | 7. Significant Agreements Palladium Advisory Agreement On February 8, 2015, the Company entered into an agreement with Palladium Capital Advisors, LLC (“Palladium”), whereby Palladium agreed to (i) act as the non-exclusive placement agent for the Bridge Loan financing that occurred on February 26, 2015 (Note 8) and (ii) serve as the Company’s non-exclusive advisor in connection with a merger. As consideration for Palladium’s services under the engagement agreement, the Company paid Palladium a commission on the proceeds received from the issuance of the 2015 Bridge Notes (Note 8) of approximately $315, and issued to Palladium 235,844 shares of the Company’s common stock. On June 16, 2015, the Company paid Palladium $1,080 in commissions, based on a percentage of the unencumbered cash acquired in the Merger (Note 5), a percentage of the amount borrowed under the term loan (Note 8) and a percentage of the cash proceeds raised by the Company in connection with the Merger. The Company recognized expense of $4,378 equal to the sum of the cash payments totaling $1,395 and the fair value of the common stock issued to Palladium of $2,983 within general and administrative expenses in the condensed consolidated statements of operations for the nine months ended September 30, 2015. Consulting Agreements On June 15, 2015, Ruthigen entered into consulting agreements with three individuals for services relating to business development, strategic relationships and strategic planning. The agreements were contingent upon the completion of the Merger. The term of the agreements commenced upon the closing of the Merger and expire on August 31, 2016. On June 15, 2015, in connection with the closing of the Merger, the Company issued a total of 100,000 shares of unregistered restricted common stock to the three parties as consideration for services to be provided under the agreements as well as services previously provided. The shares are restricted and cannot be sold or transferred until the contract term has ended. Although the stock was issued as compensation for future services, under the terms of the agreements, the issuance of the stock was issued as non-refundable and without recourse. The Company recognized expense equal to the fair value of the common stock issued of $1,265 within general and administrative expenses in the condensed consolidated statements of operations for the three and nine months ended September 30, 2015. Material Transfer Agreement On November 5, 2013, the Company entered into the Material Transfer Agreement (the “MTA”) with Mylan N.V. (“Mylan”). The focus of the MTA is to further the development of PUR0200, the Company’s clinical stage bronchodilator therapy candidate. Under the MTA, the Company has agreed to share materials for the research and development of PUR0200 and Mylan has agreed to share the results of such research activities. The agreement will remain in effect for seven years from the effective date of the agreement or until the completion of Mylan research activities. The agreement is cancelable by either party upon 30 days’ written notice. On June 9, 2015, the Company amended the MTA with Mylan. Under the amended terms of the MTA, the MTA terminates on June 30, 2016 or sooner upon 30 days’ written notice by either party. Additionally under the amended agreement the Company is eligible to receive up to $77 in expense reimbursement to cover the costs to manufacture materials that are transferred under the MTA. The Company recognized $39 of revenue in the condensed consolidated financial statements in connection with this agreement during the nine months ended September 30, 2015. Long-Acting Muscarinic Agent Collaboration Agreement On March 24, 2015, the Company entered into the long-acting muscarinic agent (LAMA) collaboration agreement (the “Mylan Agreement”) with Mylan. The focus of the Mylan Agreement is to continue the evaluation of the LAMA project (the “Product”) for the further development and manufacture as well as the commercialization and marketing of the Product by Mylan in territories outside the United States. Under the terms of the Mylan Agreement, the Company agreed to conduct certain clinical trials related to the Product and is eligible to receive reimbursement of up to $1,500 for third-party out-of-pocket expenses directly related to trial expenses. As consideration for the funding received, the Company agreed to grant to Mylan an option to negotiate for the exclusive right to develop, manufacture, commercialize and market any resulting products outside the United States for 180 days following the delivery of a clinical studies report, in exchange for a tiered share of gross profit of up to 20% of such pharmaceutical company’s sales. The Company recognized $651 and $821 of revenue under the Mylan Agreement during the three and nine months ended September 30, 2015, respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Convertible Notes, Including 5X Notes As of December 31, 2014, the Company had outstanding unsecured convertible promissory notes payable to certain existing stockholders with aggregate principal values totaling $29,088 (the “Notes”), including promissory notes with aggregate principal values totaling $2,658 for which, upon settlement of the notes, the note holders would receive five times the stated principal value of the notes, five times the shares into which the rest of the notes would be convertible, or five times the value in new equity shares upon an automatic conversion in a qualified financing (the “5X Notes”). The Notes had a stated annual interest rate of 6%, and the outstanding principal balance of all of the Notes, including the effective principal value of the 5X Notes, and accrued interest were payable on demand by at least a majority of the holders of the Notes, at any time following January 15, 2015, the maturity date, as amended in October 2014, or upon an event of default, as defined within the agreement, at the request of Note holders representing at least a majority of the aggregate principal amount then outstanding under all the Notes. The Notes were unsecured and were issued on various dates during the years ended December 31, 2011, 2012, 2013, and 2014. The Notes had an optional conversion feature where in the event that a qualified financing or a liquidation event, as defined in the Notes, did not occur prior to January 15, 2015, a majority of the Note holders could elect to put the Notes back to the Company for their effective principal amounts, including the five times stated principal amount for the 5X Notes, plus accrued but unpaid interest or to convert all, but not less than all, of the unpaid principal amount of the Notes, plus accrued but unpaid interest through the date of such conversion, into shares of the Company’s Series B Preferred Stock at $0.50 per share. No such qualified financing occurred prior to January 15, 2015 and as such, the Note holders were entitled to put the Notes back to the Company or convert all of the unpaid principal plus interest at any time. In connection with entering into the Merger Agreement (Note 5), the Company and the investors agreed that the Notes would cease to accrue interest as of December 31, 2014. The Company determined that the amendment to cease accrual of interest represented a modification to the Notes. The modification did not give rise to any adjustments to the classification or carrying amounts related to the Notes. On March 13, 2015, pursuant to the Merger Agreement, and as a condition to closing the Merger, the Company entered into a Note Conversion and Warrant Termination Agreement with the holders of the outstanding Notes, including the 5X Notes. Under the terms of the Note Conversion and Warrant termination Agreement, on June 15, 2015, immediately prior to the Effective Time, the outstanding Notes, including the 5X Notes, plus accrued and unpaid interest were automatically converted into 86,118,402 shares (pre-Reverse Stock Split and before giving effect to the Exchange Ratio) of Pulmatrix Operating common stock and all of Pulmatrix Operating’s outstanding warrants to purchase shares of preferred stock were cancelled. No gain or loss was recognized on the conversion of the Notes. These 86,118,402 shares (pre-Reverse Stock Split and before giving effect to the Exchange Ratio) of Pulmatrix Operating common stock were exchanged for 5,104,655 shares of Company Common Stock pursuant to the Exchange Ratio in the Merger. Promissory Note On January 21, 2015, Barry Honig provided the Company with a bridge loan of $350 evidenced by a promissory note. On February 19, 2015, the Company repaid Mr. Honig in full for the promissory note. 2015 Bridge Notes In February 2015, the Company issued and sold convertible promissory notes (the “2015 Bridge Notes”), in the aggregate principal amount of $4,500, of which none was issued to existing investors. The 2015 Bridge Notes had a stated interest rate of 5% per annum, which would reset to 15% upon an event of default, as defined in the agreement, and were due and payable on February 26, 2016. Upon the completion of the Merger, subject to certain limitations, the unpaid principal amount of the 2015 Bridge Notes, plus accrued but unpaid interest through the date of such transaction, automatically converted into shares of common stock of the Company equal to the principal and unpaid accrued interest dollar value divided by $6.875. Upon an event of default, including a change of control other than as defined in the Merger Agreement, at any time or if the Merger had not occurred by February 26, 2016, a majority of the holders of the 2015 Bridge Notes could elect to put the notes back to the Company for the unpaid principal amount of the 2015 Bridge Notes, plus unpaid accrued interest, plus an amount equal to 25% of the outstanding principal balance would become due and payable immediately. The provisions requiring the embedded interest rate reset upon an event of default, automatic conversion of the convertible promissory notes upon the Merger and the put option upon an event of default or failure to close the Merger each represent an embedded derivative instrument requiring bifurcation from the notes. The embedded derivatives were bundled and valued as one compound derivative in accordance with the applicable accounting guidance for derivatives and hedging. The fair value of the compound derivative at issuance of $1,547 was recorded as a derivative liability and as a discount to the 2015 Bridge Notes. The derivative liability was remeasured at fair value at each reporting date, with changes in fair value being recorded as other income (expense) in the statements of operations (Note 13). The net debt discounts resulting from the embedded compound derivative and lender fees were being amortized as interest expense from the date of issuance through the maturity date using the effective interest method. The Company recorded a discount on the 2015 Bridge Notes of $1,547. Amortization of the discount totaled $0 and $386 for the three and nine months ended September 30, 2015, respectively. On June 15, 2015, at the Effective Time, Pulmatrix Operating’s obligations under the 2015 Bridge Notes were assumed by Company, and immediately after the Effective Time, the 2015 Bridge Notes, including accrued and unpaid interest, were exchanged for an aggregate of 664,559 shares of Company Common Stock. The exchange of the 2015 Bridge Notes for shares of Company Common Stock resulted in the extinguishment of the embedded compound derivative. Following the exchange, the Company’s obligation to repay the 2015 Bridge Notes was satisfied. Immediately prior to the exchange, the Company recorded a loss of $2,692 for the increase in the estimated fair value of the derivatives. The Company recorded a loss upon the conversion of the 2015 Bridge Notes, including the extinguishment of the embedded compound derivative, of $1,170, equal to the difference between the fair value of the shares issued and the sum of the carrying amount of the 2015 Bridge Notes, including accrued and unpaid interest, and the carrying amount of the compound derivatives at the time of the conversion. The Company incurred interest expense of $0 and $459 during the three and nine months ended September 30, 2015, respectively. Loan and Security Agreement and Warrant Agreement On June 11, 2015, Pulmatrix Operating entered into a Loan and Security Agreement (“LSA”) with Hercules Technology Growth Capital, Inc. (“Hercules”), for a term loan in a principal amount of $7,000 (“Term Loan”). On June 15, 2015, following the completion of the Merger, the Company signed a joinder agreement with Hercules making it a co-borrower under the LSA. The entire term loan was funded on June 16, 2015. The term loan is secured by substantially all of the Company’s assets, excluding intellectual property. The term loan bears interest at a floating annual rate equal to the greater of (i) 9.50% and (ii) the sum of (a) the prime rate as reported by The Wall Street Journal minus 3.25% plus (b) 8.50%. The Company is required to make interest payments in cash on the first business day of each month, beginning on July 1, 2015. Beginning on August 1, 2016, the Company will be required to make monthly payments on the first business day of each month consisting of principal and interest based upon a 30-month amortization schedule, and any unpaid principal and interest is due on the maturity date of July 1, 2018. Upon repayment of the term loan, the Company is also required to pay an end of term charge to the Lenders equal to $245. The Company may elect to prepay all, but not less than all, of the outstanding principal balance of the term loan, subject to a prepayment fee of 1% – 3%, depending on the date of repayment. Contingent on the occurrence of several events, including that the Company’s closing stock price exceed $11.73 per share for the seven days preceding a payment date, the Company may elect to pay, in whole or in part, any regularly scheduled installment of principal up to an aggregate maximum amount of $1,000 by converting a portion of the principal into shares of the Company’s common stock at a price of $11.73 per share. Hercules may elect to receive payments in the Company Common Stock by requiring the Company to effect a conversion option whereby Hercules can elect to receive a principal installment payment in shares of the Company Common Stock based on a price of $11.73 per share, subject to an aggregate maximum principal amount of $1,000. The Company determined that the Company’s provisions allowing conversion of all or a portion of the LSA contained a beneficial conversion feature (“BCF”). The BCF is contingent upon the occurrence of certain events and as such, the Company will not record the BCF until the contingency is resolved. Through September 30, 2015 the contingency was not resolved. The credit facility includes affirmative and negative covenants. The affirmative covenants include, among others, covenants requiring the Company to maintain its legal existence and governmental approvals deliver certain financial reports and maintain insurance coverage. The negative covenants include, among others, restrictions on transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, selling assets, and undergoing a change in control, in each case subject to certain exceptions. In general, the Term Loan prohibits the Company from (i) repurchasing or redeeming any class of capital stock, including common stock or (ii) declaring or paying any cash dividend or making cash distribution on any class of capital stock, including common stock. In connection with the making of the term loan the Company agreed that Hercules shall have the right to purchase up to $1,000 of securities, under terms and conditions equal to those afforded to other investors, in the event that the Company conducts a private placement for $10,000 or more of securities after the closing date. On June 16, 2015, in connection with the LSA, the Company granted to Hercules a warrant to purchase 25,150 shares of the Company’s common stock at an exercise price of $8.35 per share. The warrants are exercisable in whole or in part any time prior to the expiration date of June 16, 2020. At any point prior to the expiration of the warrants, Hercules may elect to convert all or a portion of the warrants into Company Common Stock on a net basis. In the event the warrants are not fully exercised and the fair market value of one share of Company Common Stock is greater than the exercise price of the warrant, upon the expiration date any outstanding warrants will be automatically exercised for shares of Company Common Stock on a net basis. The LSA includes provisions requiring the embedded interest rate reset upon an event of default and the put option upon an event of default or qualified change of control each represent an embedded derivative instrument requiring bifurcation from the loan. The embedded derivatives were bundled and valued as one compound derivative in accordance with the applicable accounting guidance for derivatives and hedging. The fair value of the compound derivative at issuance of $11 was recorded as a derivative liability and as a discount to the debt. The derivative liability is remeasured at fair value at each reporting date, with changes in fair value being recorded as other income (expense) in the statements of operations (Note 13). The net debt discounts resulting from the embedded compound derivative and lender fees are being amortized as interest expense from the date of issuance through the maturity date using the effective interest method. The Company incurred interest expense of $220 and $253 during the three and nine months ended September 30, 2015, respectively of which $170 and $198, respectively, was payable in cash. The carrying amounts of the Company’s Notes, including the 5X conversion liability, and the Term Loan as of September 30, 2015 and December 31, 2014 were as follows: At September 30, 2015 At December 31, 2014 Outstanding principal: Notes, including 5X Notes $ — $ 29,088 Term Loan 7,000 — 5X conversion liability — 10,633 Debt discount (274 ) (18 ) Carrying amount $ 6,726 $ 39,703 Debt discount activity during the nine months ended September 30, 2015 was as follows: Notes, including 5X Notes 2015 Bridge Notes Term Loan Total Balance at December 31, 2014 $ 18 $ — $ — $ 18 Discount on debt issued during the period — 1,547 300 1,847 Amortization of debt discount (18 ) (386 ) (26 ) (430 ) Extinguishment upon conversion of debt — (1,161 ) — (1,161 ) Balance at September 30, 2015 $ — $ — $ 274 $ 274 Future principal payments in connection with the Term Loan are as follows: Remainder of 2015 $ — 2016 1,049 2017 2,701 2018 3,250 $ 7,000 Related to the accretion of the debt discount, the Company recognized interest expense of $20 and $430 during the three and nine months ended September 30, 2015, respectively, and $7,375 and $13,339 during the three and nine months ended September 30, 2014, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following: At September 30, 2015 At December 31, 2014 Accrued vacation $ 70 $ 31 Accrued wages and incentive 432 60 Accrued interest payable — 3,338 Accrued clinical & consulting 411 16 Accrued legal & patent 106 44 Accrued other expenses 116 55 Total accrued expenses $ 1,135 $ 3,544 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Common Stock | 9 Months Ended |
Sep. 30, 2015 | |
Text Block [Abstract] | |
Redeemable Convertible Preferred Stock and Common Stock | 10. Redeemable Convertible Preferred Stock and Common Stock Redeemable Convertible Preferred Stock consisted of the following at December 31, 2014: Shares Common Stock Preferred Stock Issued and Liquidation Carrying Series B 180,980,200 41,788,790 $ 20,894 $ 20,894 2,477,032 Seed 1,219,508 1,219,508 1,331 1,331 72,293 Series A-4 1,307,190 1,307,190 4,000 4,000 474,201 Series B-1 18,687,554 18,687,554 9,344 9,344 1,107,706 Junior Seed 410,000 410,000 820 4 24,307 202,604,452 63,413,042 $ 36,389 $ 35,573 4,155,539 On March 13, 2015, pursuant to the Merger Agreement, and as a condition to closing the Merger, the Company entered into a Preferred Stock Conversion Agreement, under the terms of which, immediately prior to the completion of the Merger, each series of the Pulmatrix Operating’s preferred stock would be automatically converted into shares of Pulmatrix Operating’s common stock. On June 15, 2015, prior to the Effective Time, Pulmatrix Operating had 63,413,042 shares of Redeemable Convertible Preferred Stock outstanding, which were convertible into 70,105,854 shares (pre-Reverse Stock Split and before giving effect to the Exchange Ratio) of Pulmatrix Operating common stock. Immediately prior to the completion of the Merger, the outstanding shares of Redeemable Convertible Preferred Stock were converted into 70,105,854 shares (pre-Reverse Stock Split and before giving effect to the Exchange Ratio) of Pulmatrix Operating common stock. Pulmatrix Operating Private Placement On June 15, 2015, immediately prior to the Effective Time, pursuant to a securities purchase agreement between the Company and certain existing investors of the Company dated March 13, 2015, the Company sold to such investors 24,538,999 units, with each unit consisting of (i) one share of Pulmatrix Operating’s common stock and (ii) a warrant representing the right to purchase 2.193140519 shares of Pulmatrix Operating common stock at an exercise price of $0.448266 per share (each pre-Reverse Stock Split and before giving effect to the Exchange Ratio), for aggregate gross proceeds of $10,000 (the “Pulmatrix Operating Private Placement”). Upon the Effective Time, the Pulmatrix Operating common stock underlying the units was exchanged for an aggregate of 1,454,553 shares of Company Common Stock, and the warrants underlying the units were converted into warrants to purchase an aggregate of 3,190,030 shares of Company Common Stock at an exercise price of $7.563 per share. The proceeds from the issuance of the units were allocated between the Company Common Stock and the warrants based on their relative fair values. Ruthigen Private Placement Immediately after the Effective Time, the Company closed a private placement of 379,387 shares of Company Common Stock at a price of $6.875 per share in a private placement for aggregate gross proceeds of approximately $2.6 million (the “Ruthigen Private Placement”). |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Warrants | 11. Warrants Preferred Stock Warrants Issued with Notes Payable to Stockholders Pulmatrix Operating issued warrants to purchase preferred stock in connection with the issuance of Notes to stockholders (Note 8) on various dates in 2011 through 2014 (the “Preferred Stock Warrants”). The number and type of shares issuable upon exercise of the warrants was variable based on the following: (a) upon the completion of a qualified financing, the warrants would be exercisable into a number of qualified financing shares determined by multiplying 0.25 by the quotient obtained by dividing the original principal amount of the Notes by the issuance price in the qualified financing or, (b) upon the completion of an optional conversion of the Notes into shares of Series B Preferred stock by the Note holders, the warrants would be exercisable into a number of shares of Series B Preferred stock determined by multiplying 0.25 by the quotient obtained by dividing the original principal amount of the Notes by $0.50 (subject to any adjustments for any stock splits, combinations, reclassifications, and the like). If the Preferred Stock Warrants had become exercisable into a number of qualified financing shares, the exercise price per share would have been the per share issuance price of the qualified financing shares. If the Preferred Stock Warrants had become exercisable into shares of Series B Preferred stock, the exercise price would have been $0.50 per share. The Preferred Stock Warrants were exercisable at any time on or after the earlier of a qualified financing or an optional conversion of the Notes and expire 10 years from the date of issuance. As described more fully in Note 8, the Company entered into a Note Conversion and Warrant Termination Agreement with the holders of the outstanding Notes, under the terms of which all of the Company’s outstanding Preferred Stock Warrants were terminated on June 15, 2015, immediately prior to the Effective Time. As of September 30, 2015, there were no outstanding Preferred Stock Warrants. A rollforward of the Preferred Stock Warrants is as follows: Preferred Stock Estimated Fair Balance — December 31, 2014 14,544,247 $ 1,309 Decrease in estimated fair value of warrants — (1,309 ) Cancellation and gain (loss) on extinguishment (14,544,247 ) — Balance — September 30, 2015 — $ — For the three and nine months ended September 30, 2015, the Company recorded other income of $0 and $1,309, respectively, and for the three and nine months ended September 30, 2014, the Company recorded other expense of $(655) and other income of $620, respectively, in each case related to the change in the fair value of the warrants classified as liabilities. Common Stock Warrants Issued in Pulmatrix Operating Private Placement As described in Note 10, at September 30, 2015, the Company had outstanding warrants to purchase 3,190,030 shares of Company Common Stock at an exercise price of $7.563 per share. The warrants were issued on June 15, 2015 immediately prior to the Effective Time in connection with the Pulmatrix Operating Private Placement. Each warrant issued in the Pulmatrix Operating Private Placement has a five-year term and becomes exercisable at the earliest to occur of the date that (i) the Company enters into a strategic license agreement with a third party related to any of the Company’s products whereby the Company is guaranteed to receive consideration having a value of at least $20,000, (ii) the Company consummates a public or private offering of common stock or securities convertible into common stock that results in aggregate gross proceeds of at least $20,000 and the per share value of such consideration is equal to at least $10.00 per share, subject to certain adjustments, (iii) for a period of sixty consecutive trading days, the volume weighted average price per share of common stock exceeds $12.50, subject to certain adjustments, and the average daily trading volume on such trading market exceeds 40,000 shares per trading day, subject to certain adjustments, or (iv) a change of control transaction occurs. The number of shares of common stock underlying each warrant and the exercise price per share are subject to adjustment in the case of standard dilutive events. Each warrant provides that, following it initially becoming exercisable, if (i) the volume weighted average price of common stock exceeds one hundred fifty percent (150%) of the exercise price of the warrant for thirty (30) consecutive trading days, (ii) the daily trading volume for common stock exceeds 80,000 shares per trading day, subject to certain adjustments, for thirty (30) consecutive trading days and (iii) there is an effective registration statement under the Securities Act of 1933, as amended, covering the resale of the shares of common stock issuable upon the exercise of the warrant, then the Company shall cancel the unexercised portion of the warrant for consideration equal to $0.001 per share of common stock underlying the warrant. The proceeds from the issuance of the units were allocated between the Company Common Stock and the warrants based on their relative fair values. The value allocated to the warrants was classified within equity on Company’s condensed consolidated balance sheet. Warrants Assumed in Merger Between March 2014 and May 2014, in connection with its initial public offering (“IPO”), Ruthigen issued warrants to purchase an aggregate of 1,219,000 units (the “Series A Warrants”). The Series A Warrants were originally each exercisable at a price of $18.125 per warrant for (x) 0.4 shares of common stock and (y) a warrant (the “Series B Warrant”) to purchase 0.4 shares of common stock at an exercise price of $22.65625 per share. The Series A Warrants are exercisable from the date of issuance and terminate on the second anniversary of the date of issuance. The exercise price and the number of shares for which each Series A Warrant may be exercised is subject to adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Company’s common stock. In addition, subject to certain exceptions, the exercise price of each the Series A Warrants and the Series B Warrants is subject to a weighted average reduction if the Company issues shares of common stock (or securities convertible into common stock) in the future at a price below both (a) the current exercise price of the Series A Warrant; and (b) the current market price of the Company’s common stock. The Series A Warrants may be called by the Company, for consideration equal to $0.00025 per Series A Warrant, on not less than 10 business days’ notice if the closing price of the common stock is above 150% of the $18.125 IPO price per unit for any period of 20 consecutive business days ending not more than three business days prior to the call notice date. The Series B Warrants will be exercisable upon issuance and will terminate on the fifth anniversary of the date of issuance. The Company agrees that, during the period the Series A Warrants are outstanding, it will maintain the effectiveness of the registration statement such that the holder may exercise the Series A Warrants to receive registered shares of common stock and registered Series B Warrants (and the shares of common stock underlying the Series B Warrants). The Company determined that the Series A and Series B Warrants are equity instruments because the warrants are (a) freestanding financial instruments; (b) indexed to the Company’s own stock; (c) not permitted to be settled for cash; and (d) exercisable into common stock for which the Company has sufficient authorized and unissued shares. Immediately following the Merger, the Company issued 136,000 shares of its common stock to Ruthigen’s financial advisor and an aggregate of 379,387 shares in the Ruthigen Private Placement at a price of $6.875 per share. Pursuant to the weighted average exercise price reduction provisions of the Series A Warrants and the Series B Warrants, these issuances caused the exercise price per unit of the Series A Warrants and the exercise price per share of the Series B Warrants to drop to $17.83 and $22.28, respectively. Ruthigen issued to the representative of the underwriters in the IPO warrants to purchase 37,100 shares of the Company’s common stock at an exercise price of $22.65625 per share (the “Representative’s Warrants”). The Representative’s Warrants are exercisable commencing on March 21, 2015 and expire on March 21, 2019. Following the closing of the IPO and in connection with the IPO, the underwriters exercised a portion of the over-allotment option. In connection with the underwriters’ partial exercise of the over-allotment option, Ruthigen issued to the representative of the underwriters a five-year warrant to purchase an additional 2,160 shares of the Company’s common stock at an exercise price of $22.65625 per share (“Underwriter’s Warrant”). The Underwriter’s Warrant is exercisable commencing one year from the date of issuance. Common Stock Warrants Issued with Term Loan As described in Note 8, on June 11, 2015, Pulmatrix Operating entered into a LSA with Hercules for a Term Loan in the principal amount of $7,000. On June 16, 2015, in connection with the LSA, the Company granted to Hercules a warrant to purchase 25,150 shares of Company Common Stock (the “Hercules Warrants”) at an exercise price of $8.35 per share. The warrants are exercisable in whole or in part any time prior to the expiration date of June 16, 2020. In the event the warrants are not fully exercised and the fair market value of one share of Company Common Stock is greater than the exercise price of the warrant, upon the expiration date any outstanding warrants will be automatically exercised for shares of Company Common Stock on a net basis. A portion of the proceeds from the Term Loan were allocated to the warrants based on their grant date fair value. The value allocated to the warrants of $198 was classified within equity on Company’s condensed consolidated balance sheet, with a corresponding amount recorded as a discount to the debt. The fair value of the warrants was determined using the Black-Scholes option pricing model, using the following assumptions: Exercise price $ 8.35 Fair value of underlying stock $ 11.80 Expected volatility 72.52 % Contractual term 5 years Risk-free interest rate 1.68 % Expected dividend yield 0 % Common Stock Warrant Issued for Consulting Services On August 31, 2015, the Company issued a warrant to purchase 30,000 shares of Company Common Stock (the “MTS Warrants”) at an exercise price of $11.80 per share to MTS Health Partners, L.P. in exchange for consulting services. The warrant is exercisable in whole or in part any time prior to the expiration date of August 31, 2020. The Company recognized $211 of stock-based compensation expense at the time of issuance. The fair value of the warrant was determined using the Black-Scholes option pricing model, using the following assumptions: Exercise price $ 11.80 Fair value of underlying stock $ 11.80 Expected volatility 72.0 % Contractual term 5 years Risk-free interest rate 1.54 % Expected dividend yield 0 % The following represents a summary of the warrants outstanding at each of the dates identified: Number of Shares Underlying Warrants Warrants Issue Date Classification Exercisable For September 30, 2015 December 31, 2014 Preferred Stock Warrants Various Liability Preferred Stock — 14,544,247 Private Placement Warrants June 15, 2015 Equity Common Stock 3,190,030 — Hercules Warrants June 15, 2015 Equity Common Stock 25,150 — MTS Warrants August 31, 2015 Equity Common Stock 30,000 — Warrants Assumed in Merger Series A Warrants March - May 2015 Equity Common Stock 1,219,000 — Representative’s Warrants March 2015 Equity Common Stock 37,100 — Underwriter’s Warrant March 2015 Equity Common Stock 2,160 — |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation The Company sponsors the Ruthigen, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan, and immediately following the Effective Time, renamed the plan the Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan”). The 2013 Plan was amended and restated at the Effective Time to, among other things, (i) increase the number of shares of Company Common Stock authorized under the plan, (ii) comply with the requirements imposed by Section 162(m) of the Internal Revenue Code of 1986, as amended, and (iii) provide an increase in the number of shares of Company Common Stock available for issuance under the 2013 Plan’s “evergreen” provision. As of September 30, 2015, the 2013 Plan provides for the grant of up to 2,713,261 shares of Company Common Stock, of which 611,035 shares remained available for future grant at September 30, 2015. At the Effective Time, the Company assumed Pulmatrix Operating’s 2013 Employee, Director and Consultant Equity Incentive Plan (the “Original 2013 Plan”) and Pulmatrix Operating’s 2003 Employee, Director, and Consultant Stock Plan (the “2003 Plan”). At the Effective Time, the Company terminated the Original 2013 Plan as to future awards. A total of 665,202 shares of Company Common Stock may be delivered under options outstanding as of September 30, 2015 under the Original 2013 Plan and the 2003 Plan, respectively, however no additional awards may be granted under the Original 2013 Plan or the 2003 Plan. In connection with the Merger, all outstanding stock options of Pulmatrix Operating converted into stock options to purchase Company Common Stock, subject to the Exchange Ratio. The conversion of the Pulmatrix Operating stock options for stock options to purchase Company Common Stock was treated as a modification of the awards. The modification of the stock options did not result in any incremental compensation expense as the modification did not increase the fair value of the stock options. Options During the first nine months of 2015, the Company granted options to purchase 1,266,172 shares of Company Common Stock to employees, options to purchase 117,779 shares of Company Common Stock to directors, and options to purchase 156,437 shares of Company Common Stock to advisors. The stock options granted vest either over time (the “Time Based Options”) or based on achievement of defined milestones. Time Based Options vest over either 36 or 48 months. Subject to the grantee’s continuous service with the Company, Time Based Options vest in one of the following ways: (i) 48 equal monthly installments beginning on the monthly anniversary of the Vesting Start Date (as defined in the grant agreement), (ii) 25% on the option grant date and the remainder in 36 equal monthly installments beginning in the month after the Vesting Start Date, or (iii) 25% at the one year anniversary of the Vesting Start Date and the remainder in 36 equal monthly installments beginning in the thirteenth month after the Vesting Start Date. Stock options generally expire ten years after the date of grant. The following table summarizes stock option activity for the nine months ended September 30, 2015: Number of Weighted- Weighted- Aggregate Outstanding — December 31, 2014 732,823 $ 2.08 6.73 $ 5,508 Granted 1,540,388 $ 11.51 Options assumed in Merger 24,400 $ 14.07 Exercised (71,323 ) $ 2.12 Forfeited or expired (2,018 ) $ 2.12 Outstanding — September 30, 2015 2,224,270 $ 8.75 8.65 $ 1,875 Exercisable — September 30, 2015 813,167 $ 4.61 6.95 $ 1,706 Vested and expected to vest — September 30, 2015 2,094,163 $ 8.66 8.60 $ 1,825 The estimated fair values of employee stock options granted during the nine months ended September 30, 2015 and 2014, were determined on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Expected option life (years) 6.22 5.96 6.22 5.96 Risk-free interest rate 1.94 % 1.78 % 1.79% -2.12% 1.54% -1.78% Expected volatility 77.0 % 134 % 76.0% -132.0% 131% -134% Expected dividend yield 0 % 0 % 0% 0% As of September 30, 2015 there was $6,022 of unrecognized stock-based compensation expense related to unvested stock options granted under the Company’s stock award plans. This expense is expected to be recognized over a weighted-average period of approximately 3.3 years. Restricted Stock Units In connection with the Merger, the Company signed one-year employment agreements with the former CEO and CFO of Ruthigen pursuant to which the Company granted such persons 329,052 restricted stock units (the “RSUs”) of which 130,435 RSUs were immediately vested upon the date of the grant and 49,655 RSUs vested during the three months ended September 30, 2015. The shares of common stock underlying the RSUs held by the former CEO and CFO of Ruthigen are deliverable one year after the applicable vesting date of the respective RSU. In August 2015, the Company granted 10,374 RSUs to other employees that vest over a two year period. The Company recorded stock-based compensation expense of $629 and $2,384 for the RSUs vested during the three and nine months ended September 30, 2015. The following table summarizes RSU activity for the nine months ended September 30, 2015: Number of Weighted- Total Outstanding — December 31, 2014 — $ — $ — Granted 339,426 $ 12.43 4,220 Vested (180,090 ) $ 12.65 (2,278 ) Forfeited or expired — — — Outstanding — September 30, 2015 159,336 $ 12.18 $ 1,942 The following table presents total stock-based compensation expense for the three and nine months ended September 30, 2015: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Research and development $ 164 $ 37 $ 225 $ 141 General and administrative 2,277 13 4,047 54 Total stock based compensation expense $ 2,441 $ 50 $ 4,272 $ 195 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 13. Fair Value Measurements Information about the liabilities measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014, and the input categories associated with those liabilities, is as follows: September 30, 2015 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Embedded compound derivative $ — $ — $ 11 $ 11 December 31, 2014 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Preferred stock warrants $ — $ — $ 1,309 $ 1,309 Preferred Stock Warrants The fair values of the preferred stock warrants were determined using the Hybrid Model which consists of the guideline public company (“GPC”) analysis, a market-based approach to estimate the enterprise value of the Company, and the Option Pricing Model (“OPM”) to allocate the enterprise value to each security. The GPC analysis is based upon the premise that indications of value for a given entity can be estimated based upon the observed valuation multiples of comparable public companies, the equity of which is freely-traded by investors in the public securities markets. Under the OPM, shares are valued by creating a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class and use inputs such as equity value, time to liquidity, volatility, risk-free rate, dividend yield and strike price. The warrants and underlying convertible redeemable preferred stock were subsequently valued using a back-solve method within the OPM framework to arrive at a concluded fair value of the common stock of the Company. The back-solve method is used when a recent financing has taken place which establishes a reference value for one or more classes of stockholders. The issuance and sale of the Notes, which took place during 2014, was used as the basis for the valuation during the year ended December 31, 2014. The equity value was allocated to the various share classes based upon their respective claims on a series of call options with strike prices at various value levels depending upon the rights and preferences of each class. The exercise price and number of shares underlying the warrants were determined and the value calculated within the allocation model. The allocation factor was applied to the fair value of the warrants to determine their fair value at December 31, 2014. As described more fully in Note 7, on March 13, 2015, the Company entered into a Note Conversion and Warrant Termination Agreement with the holders of the outstanding warrants, under the terms of which all of the Company’s outstanding warrants to purchase shares of preferred stock were terminated on June, 15, 2015, the Effective Time of the Merger. As of September 30, 2015, there were no outstanding warrants to purchase preferred stock. The following table provides quantitative information about the fair value measurements, including the range of assumptions for the significant unobservable inputs used in the hybrid method valuations of the warrant liability and “with and without” method used for the embedded compound derivative: At December 31, 2014 Time to liquidity event 0.50 years Risk-free interest rate 0.12% Volatility 60% Minority discount 10% Discount for lack of marketability 23% Embedded Compound Derivatives The 2015 Bridge Notes contained an embedded interest rate reset upon an event of default, automatic conversion of the convertible promissory notes upon a Merger or combination with Ruthigen and a put option upon an event of default or the failure to execute a Merger or combination with Ruthigen, each of which represented an embedded derivative instrument requiring bifurcation from the 2015 Bridge Notes. The embedded derivatives were bundled and valued as a single compound derivative. The fair value of the derivative upon issuance of $1,547 was recognized as a derivative liability and adjusted to fair value at each reporting date. As described in Note 8, on June 15, 2015, immediately after the Effective Time, the embedded compound derivative was extinguished in connection with the exchange of the 2015 Bridge Notes, including accrued and unpaid interest, into shares of Company Common Stock. Immediately prior to the exchange, the Company remeasured the fair value of the derivatives. Management determined that the derivatives tied to the probability of events of default had no value, as the probability of defaulting on the 2015 Bridge Notes immediately prior to their exchange was zero. At the same time, management determined the probability of exchange of the 2015 Bridge Notes at 100%, thereby resulting in an increase in the fair value of the contingent automatic exchange feature. The Company recorded a loss of $2,692 for the increase in the estimated fair value of the contingent automatic exchange feature immediately prior to the exchange of the 2015 Bridge Notes. The Company recorded a loss upon the exchange of the 2015 Bridge Notes, including the extinguishment of the embedded compound derivative, of $0 and $1,170 during the three and nine months ended September 30, 2015, respectively. Embedded Compound Derivatives — LSA with Hercules As described in Note 8, the LSA contains an interest rate reset upon an event of default and a put option upon an event of default or qualified change of control. Each of these features represents an embedded derivative instrument requiring bifurcation from the Term Loan. The embedded derivatives were bundled and valued as one compound derivative in accordance with the applicable accounting guidance for derivatives and hedging. The proceeds from the issuance of the Term Loan were allocated first to the warrant and compound derivative at their respective fair values, with the residual going to the carrying amount of the loan resulting in a discount to the face value of the debt. The fair value of the compound derivative upon issuance of $11 was recognized as a derivative liability and will be adjusted to fair value at each reporting date. The fair value of the derivative instruments is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company used an income approach to estimate the fair value of the derivative liability and estimated the probability of an event of default occurring at various dates and then estimates the present value of the amount the holders would receive upon an event of default. The significant assumption used in the model is the probability of the following scenarios occurring: At Issuance Date At September 30, 2015 Probability of an event of default 10% * Prepayment penalties 1.0% -3.0% * End of term payment $245,000 * Risk-free interest rate 1.01% * * Management determined that there were no changes in the assumptions underlying the value of the derivative instrument between the date of issuance, June 16, 2015, and September 30, 2015. A rollforward of the preferred stock warrant liability and derivative liability categorized with Level 3 inputs is as follows: Preferred Stock Warrants Derivative Instruments Balance — December 31, 2014 $ 1,309 $ — Fair value at issuance date — 1,558 Change in fair value (1,309 ) 2,291 Extinguishment on conversion of convertible notes — (3,838 ) Balance — September 30, 2015 $ — $ 11 Gains and/or losses arising from changes in the estimated fair value of the warrants and embedded compound derivatives were recorded within other income, net, on the condensed consolidated statement of operations. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 14. Net Loss Per Share The Company computes basic and diluted net loss per share using a methodology that gives effect to the impact of outstanding participating securities (the “two-class method”). As the three and nine months ended September 30, 2015 and 2014 resulted in net losses attributable to common shareholders, there is no income allocation required under the two-class method or dilution attributed to weighted average shares outstanding in the calculation of diluted net loss per share. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Numerator: Net loss $ (4,932 ) $ (11,134 ) $ (21,631 ) $ (21,588 ) Accretion of redeemable preferred stock — (13 ) — (39 ) Net loss attributable to common stockholders $ (4,932 ) $ (11,147 ) $ (21,631 ) $ (21,627 ) Denominator: Weighted average common shares outstanding — basic and diluted 14,654,427 187,044 5,860,758 186,792 Net loss per share attributable to common stockholders — basic and diluted $ (0.34 ) $ (59.60 ) $ (3.69 ) $ (115.78 ) The following potentially dilutive securities outstanding prior to the use of the treasury stock method have been excluded from the computation of diluted weighted-average shares outstanding, as they would be anti-dilutive. As of September 30, 2015 2014 Convertible preferred stock (as converted to common stock) — 5,269,885 Options to purchase common stock 2,224,270 806,015 Warrants to purchase common stock 4,503,440 — Convertible notes and accrued interest (as converted to common stock) — 5,802,189 Settlement of term loan 85,251 — In addition to the potentially dilutive securities noted above, as of September 30, 2014 the Company had outstanding warrants to purchase redeemable convertible preferred stock, for which the series of stock and number of shares were variable pending the outcome of a future financing event (see Note 11). Because the necessary conditions for determining the number of underlying shares had not been satisfied during the nine months ended September 30, 2014, the Company has excluded these warrants from the table above. The warrants were cancelled on June 15, 2015, the Effective Time of the Merger. |
Commitment
Commitment | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment | 15. Commitment On October 27, 2015, the Company amended its operating lease for office and lab space to extend the termination date of the lease from December 2016 to December 2020, among other things. The amended lease provides for base rent, and the Company is responsible for real estate taxes, maintenance, and other operating expenses applicable to the leased premises. The amended lease agreement provides for an increasing monthly payment over the lease term. Future minimum lease payments under non-cancelable operating lease for office and lab space is as follows: Amount October — December 2015 $ 151 2016 611 2017 632 2018 654 2019 676 2020 698 Total $ 3,422 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events The Company has completed an evaluation of all subsequent events through the date of issuance. The Company concluded that no subsequent event has occurred that requires disclosure, except as noted below: On October 27, 2015, the Company entered into an agreement with a lessor to extend the existing operating lease agreement for its laboratory, office space and storage space. (See Note 15). |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Goodwill | Goodwill Goodwill represents the difference between the consideration transferred and the fair value of the net assets acquired and liabilities assumed under the acquisition method of accounting for push-down accounting. Goodwill is not amortized but is evaluated for impairment within the Company’s single reporting unit on an annual basis, during the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the Company’s reporting unit below its carrying amount. When performing the impairment assessment, the accounting standard for testing goodwill for impairment permits a company to first assess the qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the goodwill is impaired. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of goodwill is impaired, the Company must perform the first step of the goodwill impairment test. The Company has determined that goodwill was not impaired as of September 30, 2015. |
In-process Research & Development | In-process Research & Development In-process research & development (“IPR&D”) represents the fair value assigned to research and development assets that were not fully developed at the date of acquisition. IPR&D acquired in a business combination or recognized from the application of push-down accounting is capitalized on the Company’s consolidated balance sheet at its acquisition-date fair value. Until the project is completed, the assets are accounted for as indefinite-lived intangible assets and subject to impairment testing. Upon completion of a project, the carrying value of the related IPR&D is reclassified to intangible assets and is amortized over the estimated useful life of the asset. When performing the impairment assessment, the Company first assesses qualitative factors to determine whether it is necessary to recalculate the fair value of its acquired IPR&D. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of acquired IPR&D is less than its carrying amount, it calculates the asset’s fair value. If the carrying value of the Company’s acquired IPR&D exceeds its fair value, then the intangible asset is written down to its fair value. For the nine months ended September 30, 2015, the Company determined that there was no impairment of its IPR&D. |
Correction of Previously Issu24
Correction of Previously Issued Financial Data (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Effects of Corrected Calculation of Financial Data | The following tables set forth the effects of the corrected calculation for three and six months ended June 30, 2015 and June 30, 2014, respectively. For the Three Months Ended For the Six Months Ended As Reported As Corrected As Reported As Corrected Net loss attributable to common stockholders $ (14,897 ) $ (14,897 ) $ (16,699 ) $ (16,699 ) Net loss per share attributable to common stockholders, basic and diluted $ (2.66 ) $ (5.77 ) $ (3.79 ) $ (12.00 ) Weighted average shares used to compute basic and diluted net loss per share attributable to common stockholders 5,608,429 2,580,144 4,401,087 1,391,048 For the Three Months Ended For the Six Months Ended As Reported As Corrected As Reported As Corrected Net loss attributable to common stockholders $ (6,954 ) $ (6,954 ) $ (10,481 ) $ (10,481 ) Net loss per share attributable to common stockholders, basic and diluted $ (2.21 ) $ (37.21 ) $ (3.33 ) $ (56.15 ) Weighted average shares used to compute basic and diluted net loss per share attributable to common stockholders 3,145,521 186,901 3,145,283 186,663 The following table sets forth the effects of the corrected calculation for June 30, 2014. As of June 30, 2014 As Reported As Corrected Options to purchase common stock 832,184 832,226 Convertible notes and accrued interest (as converted to common stock) 327,505 5,525,341 |
Merger (Tables)
Merger (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Summary of Acquisition Date Fair Value of Consideration Transferred | The acquisition-date fair value of the consideration transferred is as follows: Number of shares of Company Common Stock owned by Ruthigen stockholders (1) 2,404,835 Multiplied by the price per share of Company Common Stock (2) $ 12.65 Total consideration transferred $ 30,421 (1) The stock transferred in the table above is calculated as the sum of a) 1,921,716 shares of Company Common Stock outstanding at the time of the Merger, b) 379,387 shares of Company Common Stock issued immediately following the closing of the Merger in a private placement, c) 36,000 shares of Company Common Stock issued to certain employees, pursuant to the terms of the Merger Agreement and d) 67,732 shares of Company Common Stock issued pursuant to restricted stock units that became fully vested upon completion of the Merger. (2) The shares outstanding are multiplied by the closing trading price of Company Common Stock as of the Merger date. |
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: June 15, 2015 Cash and cash equivalents $ 9,671 In-process research and development 7,534 Goodwill 15,942 Property and equipment 156 Prepaid and other current assets 140 Total assets acquired 33,443 Accrued expenses and other current liabilities (63 ) Deferred tax liability (2,959 ) Total liabilities assumed (3,022 ) Total net assets acquired $ 30,421 |
Summary of Supplemental Unaudited Pro forma Information of Financial Results | The following supplemental unaudited pro forma information presents the Company’s financial results as if the acquisition of Ruthigen had occurred on January 1, 2014: Nine months ended September 30, 2015 2014 Total revenues, net $ 926 $ 38 Net loss (14,557 ) (29,195 ) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Carrying Amount | The carrying amounts of the Company’s Notes, including the 5X conversion liability, and the Term Loan as of September 30, 2015 and December 31, 2014 were as follows: At September 30, 2015 At December 31, 2014 Outstanding principal: Notes, including 5X Notes $ — $ 29,088 Term Loan 7,000 — 5X conversion liability — 10,633 Debt discount (274 ) (18 ) Carrying amount $ 6,726 $ 39,703 |
Summary of Debt Discount Activity | Debt discount activity during the nine months ended September 30, 2015 was as follows: Notes, including 2015 Bridge Notes Term Loan Total Balance at December 31, 2014 $ 18 $ — $ — $ 18 Discount on debt issued during the period — 1,547 300 1,847 Amortization of debt discount (18 ) (386 ) (26 ) (430 ) Extinguishment upon conversion of debt — (1,161 ) — (1,161 ) Balance at September 30, 2015 $ — $ — $ 274 $ 274 |
Schedule of Future Principle Payments | Future principal payments in connection with the Term Loan are as follows: Remainder of 2015 $ — 2016 1,049 2017 2,701 2018 3,250 $ 7,000 |
Accrued Expenses and Other Cu27
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: At September 30, 2015 At December 31, 2014 Accrued vacation $ 70 $ 31 Accrued wages and incentive 432 60 Accrued interest payable — 3,338 Accrued clinical & consulting 411 16 Accrued legal & patent 106 44 Accrued other expenses 116 55 Total accrued expenses $ 1,135 $ 3,544 |
Redeemable Convertible Prefer28
Redeemable Convertible Preferred Stock and Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Text Block [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock and Common Stock | Redeemable Convertible Preferred Stock consisted of the following at December 31, 2014: Shares Common Stock Preferred Stock Issued and Liquidation Carrying Series B 180,980,200 41,788,790 $ 20,894 $ 20,894 2,477,032 Seed 1,219,508 1,219,508 1,331 1,331 72,293 Series A-4 1,307,190 1,307,190 4,000 4,000 474,201 Series B-1 18,687,554 18,687,554 9,344 9,344 1,107,706 Junior Seed 410,000 410,000 820 4 24,307 202,604,452 63,413,042 $ 36,389 $ 35,573 4,155,539 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Rollforward of Preferred Stock Warrants | The following represents a summary of the warrants outstanding at each of the dates identified: Number of Shares Underlying Warrants Warrants Issue Date Classification Exercisable For September 30, 2015 December 31, 2014 Preferred Stock Warrants Various Liability Preferred Stock — 14,544,247 Private Placement Warrants June 15, 2015 Equity Common Stock 3,190,030 — Hercules Warrants June 15, 2015 Equity Common Stock 25,150 — MTS Warrants August 31, 2015 Equity Common Stock 30,000 — Warrants Assumed in Merger Series A Warrants March - May 2015 Equity Common Stock 1,219,000 — Representative’s Warrants March 2015 Equity Common Stock 37,100 — Underwriter’s Warrant March 2015 Equity Common Stock 2,160 — |
Preferred Stock Warrants [Member] | |
Rollforward of Preferred Stock Warrants | A rollforward of the Preferred Stock Warrants is as follows: Preferred Stock Estimated Fair Balance — December 31, 2014 14,544,247 $ 1,309 Decrease in estimated fair value of warrants — (1,309 ) Cancellation and gain (loss) on extinguishment (14,544,247 ) — Balance — September 30, 2015 — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Calculation of Fair Value Assumptions Using Black Scholes Option Model | The estimated fair values of employee stock options granted during the nine months ended September 30, 2015 and 2014, were determined on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Expected option life (years) 6.22 5.96 6.22 5.96 Risk-free interest rate 1.94 % 1.78 % 1.79% -2.12% 1.54% -1.78% Expected volatility 77.0 % 134 % 76.0% -132.0% 131% -134% Expected dividend yield |
Summary of Stock Option Activity | The following table summarizes stock option activity for the nine months ended September 30, 2015: Number of Weighted- Weighted- Aggregate Outstanding — December 31, 2014 732,823 $ 2.08 6.73 $ 5,508 Granted 1,540,388 $ 11.51 Options assumed in Merger 24,400 $ 14.07 Exercised (71,323 ) $ 2.12 Forfeited or expired (2,018 ) $ 2.12 Outstanding — September 30, 2015 2,224,270 $ 8.75 8.65 $ 1,875 Exercisable — September 30, 2015 813,167 $ 4.61 6.95 $ 1,706 Vested and expected to vest — September 30, 2015 |
Summary of Restricted Stock Unit Activity | The following table summarizes RSU activity for the nine months ended September 30, 2015: Number of Weighted- Total Outstanding — December 31, 2014 — $ — $ — Granted 339,426 $ 12.43 4,220 Vested (180,090 ) $ 12.65 (2,278 ) Forfeited or expired — — — Outstanding — September 30, 2015 159,336 $ 12.18 $ 1,942 |
Stock-Based Compensation Expense | The following table presents total stock-based compensation expense for the three and nine months ended September 30, 2015: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Research and development $ 164 $ 37 $ 225 $ 141 General and administrative 2,277 13 4,047 54 Total stock based compensation expense $ 2,441 $ 50 $ 4,272 $ 195 |
Hercules Warrants [Member] | |
Calculation of Fair Value Assumptions Using Black Scholes Option Model | The fair value of the warrants was determined using the Black-Scholes option pricing model, using the following assumptions: Exercise price $ 8.35 Fair value of underlying stock $ 11.80 Expected volatility 72.52 % Contractual term 5 years Risk-free interest rate 1.68 % Expected dividend yield 0 % |
MTS Warrants [Member] | |
Calculation of Fair Value Assumptions Using Black Scholes Option Model | The fair value of the warrant was determined using the Black-Scholes option pricing model, using the following assumptions: Exercise price $ 11.80 Fair value of underlying stock $ 11.80 Expected volatility 72.0 % Contractual term 5 years Risk-free interest rate 1.54 % Expected dividend yield 0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis | Information about the liabilities measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014, and the input categories associated with those liabilities, is as follows: September 30, 2015 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Embedded compound derivative $ — $ — $ 11 $ 11 December 31, 2014 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Preferred stock warrants $ — $ — $ 1,309 $ 1,309 |
Summary of Quantitative Information about Fair Value Measurements, Including the Range of Assumptions for the Significant Unobservable Inputs | The following table provides quantitative information about the fair value measurements, including the range of assumptions for the significant unobservable inputs used in the hybrid method valuations of the warrant liability and “with and without” method used for the embedded compound derivative: At December 31, 2014 Time to liquidity event 0.50 years Risk-free interest rate 0.12% Volatility 60% Minority discount 10% Discount for lack of marketability 23% |
Schedule of Significant Assumption Used In Model Is Probability | The significant assumption used in the model is the probability of the following scenarios occurring: At Issuance Date At September 30, 2015 Probability of an event of default 10% * Prepayment penalties 1.0% -3.0% * End of term payment $245,000 * Risk-free interest rate 1.01% * * Management determined that there were no changes in the assumptions underlying the value of the derivative instrument between the date of issuance, June 16, 2015, and September 30, 2015. |
Schedule of Preferred Stock Warrant Liability and Derivative Liability Categorized with Level 3 | A rollforward of the preferred stock warrant liability and derivative liability categorized with Level 3 inputs is as follows: Preferred Stock Warrants Derivative Instruments Balance — December 31, 2014 $ 1,309 $ — Fair value at issuance date — 1,558 Change in fair value (1,309 ) 2,291 Extinguishment on conversion of convertible notes — (3,838 ) Balance — September 30, 2015 $ — $ 11 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Numerator: Net loss $ (4,932 ) $ (11,134 ) $ (21,631 ) $ (21,588 ) Accretion of redeemable preferred stock — (13 ) — (39 ) Net loss attributable to common stockholders $ (4,932 ) $ (11,147 ) $ (21,631 ) $ (21,627 ) Denominator: Weighted average common shares outstanding — basic and diluted 14,654,427 187,044 5,860,758 186,792 Net loss per share attributable to common stockholders — basic and diluted $ (0.34 ) $ (59.60 ) $ (3.69 ) $ (115.78 ) |
Schedule of Computation of Diluted Weighted-Average Shares Outstanding Anti-Dilutive | The following potentially dilutive securities outstanding prior to the use of the treasury stock method have been excluded from the computation of diluted weighted-average shares outstanding, as they would be anti-dilutive. As of September 30, 2015 2014 Convertible preferred stock (as converted to common stock) — 5,269,885 Options to purchase common stock 2,224,270 806,015 Warrants to purchase common stock 4,503,440 — Convertible notes and accrued interest (as converted to common stock) — 5,802,189 Settlement of term loan 85,251 — |
Commitment (Tables)
Commitment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments under Non-Cancelable Operating Lease for Office and Lab Space | Future minimum lease payments under non-cancelable operating lease for office and lab space is as follows: Amount October — December 2015 $ 151 2016 611 2017 632 2018 654 2019 676 2020 698 Total $ 3,422 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | Jun. 15, 2015$ / shares | Sep. 30, 2015$ / shares | Dec. 31, 2014$ / shares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Reverse stock split of common stock | 0.4 | ||
Reverse Stock split | 1-for-2.5 reverse stock split |
Correction of Previously Issu35
Correction of Previously Issued Financial Data - Effects of Corrected Calculation of Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net loss attributable to common stockholders | $ (4,932) | $ (11,147) | $ (21,631) | $ (21,627) | ||||
Net loss per share attributable to common stockholders, basic and diluted | $ (0.34) | $ (59.60) | $ (3.69) | $ (115.78) | ||||
Weighted average shares used to compute basic and diluted net loss per share attributable to common stockholders | 14,654,427 | 187,044 | 5,860,758 | 186,792 | ||||
Options to Purchase Common Stock [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Potential dilutive securities excluded from computation of diluted net loss per common share | 2,224,270 | 806,015 | ||||||
Convertible Notes and Accrued Interest [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Potential dilutive securities excluded from computation of diluted net loss per common share | 5,802,189 | |||||||
Scenario, Previously Reported [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net loss attributable to common stockholders | $ (14,897) | $ (6,954) | $ (16,699) | $ (10,481) | ||||
Net loss per share attributable to common stockholders, basic and diluted | $ (2.66) | $ (2.21) | $ (3.79) | $ (3.33) | ||||
Weighted average shares used to compute basic and diluted net loss per share attributable to common stockholders | 5,608,429 | 3,145,521 | 4,401,087 | 3,145,283 | ||||
Scenario, Previously Reported [Member] | Options to Purchase Common Stock [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Potential dilutive securities excluded from computation of diluted net loss per common share | 832,184 | |||||||
Scenario, Previously Reported [Member] | Convertible Notes and Accrued Interest [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Potential dilutive securities excluded from computation of diluted net loss per common share | 327,505 | |||||||
Scenario, Actual [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net loss attributable to common stockholders | $ (14,897) | $ (6,954) | $ (16,699) | $ (10,481) | ||||
Net loss per share attributable to common stockholders, basic and diluted | $ (5.77) | $ (37.21) | $ (12) | $ (56.15) | ||||
Weighted average shares used to compute basic and diluted net loss per share attributable to common stockholders | 2,580,144 | 186,901 | 1,391,048 | 186,663 | ||||
Scenario, Actual [Member] | Options to Purchase Common Stock [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Potential dilutive securities excluded from computation of diluted net loss per common share | 832,226 | |||||||
Scenario, Actual [Member] | Convertible Notes and Accrued Interest [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Potential dilutive securities excluded from computation of diluted net loss per common share | 5,525,341 |
Merger - Additional Information
Merger - Additional Information (Detail) - USD ($) | Jun. 15, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Business Acquisition [Line Items] | |||||
Number of options, Granted | 1,540,388 | ||||
Deferred tax liability | $ 2,959,000 | $ 2,959,000 | |||
In-process research and development | 7,534,000 | $ 7,534,000 | |||
Effective tax rate | 39.28% | ||||
Operating losses | 4,661,000 | $ 2,594,000 | $ 18,724,000 | $ 7,453,000 | |
Loss on conversion of convertible notes | $ (1,170,000) | ||||
Restricted Stock Units [Member] | |||||
Business Acquisition [Line Items] | |||||
Restricted stock units, options vested | 180,090 | ||||
2015 Bridge Notes [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock issued upon conversion of preferred stock and notes | 664,559 | ||||
Loss on conversion of convertible notes | $ (1,170,000) | 0 | $ (1,170,000) | ||
Pulmatrix Operating [Member] | |||||
Business Acquisition [Line Items] | |||||
Merger completion date | Jun. 15, 2015 | ||||
Common stock exchange | 0.1481871240 | ||||
Shares issued upon conversion of convertible preferred stock | 70,105,854 | ||||
Debt instrument conversion, shares of common stock | 86,118,402 | ||||
Pulmatrix Operating [Member] | Oculus Innovative Sciences Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Minimum sale price of acquired In-process research and development assets under license agreement | $ 1,000,000 | ||||
Minimum sale price of acquired In-process research and development assets to be shared with related party | $ 10,000,000 | ||||
Percentage of sales consideration of acquired In-process research and development assets payable to related party | 10.00% | ||||
Pulmatrix Operating [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock issued upon conversion of preferred stock and notes | 4,155,539 | ||||
Pulmatrix Operating [Member] | Convertible Notes [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock issued upon conversion of preferred stock and notes | 5,104,655 | ||||
Pulmatrix Operating [Member] | 2015 Bridge Notes [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock issued upon conversion of preferred stock and notes | 664,559 | ||||
Business acquisition, principal amount of notes assumed | $ 4,500,000 | ||||
Ruthigen [Member] | |||||
Business Acquisition [Line Items] | |||||
Merger agreement description | All Pulmatrix Operating stock options granted under the Pulmatrix Operating stock option plans (whether or not then exercisable) that were outstanding at the Effective Time converted into options to purchase Company Common Stock. After the Effective Time, all outstanding and unexercised Pulmatrix Operating stock options assumed by the Company may be exercised solely for shares of Company Common Stock. The number of shares of Company Common Stock subject to each Pulmatrix Operating stock option assumed by the Company was determined by multiplying (a) the number of shares of Pulmatrix Operating common stock that were subject to such Pulmatrix Operating stock option, as in effect immediately prior to the Effective Time, by (b) the Exchange Ratio, as defined in the merger agreement, and rounding the resulting number down to the nearest whole number of shares of Company Common Stock. The per share exercise price for the Company Common Stock issuable upon exercise of each Pulmatrix Operating stock option assumed by the Company was determined by dividing (a) the per share exercise price of Pulmatrix Operating common stock subject to such Pulmatrix Operating stock option, as in effect immediately prior to the Effective Time, by (b) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent. | ||||
Purchase price allocation description | The purchase price allocation has been prepared on a preliminary basis and is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and the liabilities assumed. Any adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from June 15, 2015, the acquisition date. | ||||
Adjustments to purchase price allocation period | No later than one year | ||||
Goodwill description | Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. The goodwill is not expected to be deductible for income tax purposes. Goodwill is recorded as an indefinite-lived asset and is not amortized but tested for impairment on an annual basis or when indications of impairment exist. | ||||
Deferred tax liability | 2,959,000 | ||||
In-process research and development | $ 7,534,000 | 7,534,000 | $ 7,534,000 | ||
Operating losses | 108,000 | 1,373,000 | |||
Transaction costs in connection with merger | 6,863,000 | ||||
Transaction costs in connection with merger | $ 9,956,000 | 9,956,000 | |||
Stock-based compensation expense related to acceleration of vesting | 901,000 | ||||
Expenses related to stay bonuses | 995,000 | ||||
Other expense related to change in fair value of liability classified | 2,291,000 | ||||
Other income related to change in fair value of liability classified | 1,309,000 | 1,275,000 | |||
Ruthigen [Member] | IPR&D [Member] | |||||
Business Acquisition [Line Items] | |||||
Discounted cash flow analysis rate | 26.60% | ||||
Ruthigen [Member] | Restricted Stock Units [Member] | |||||
Business Acquisition [Line Items] | |||||
Restricted stock units, options vested | 130,435 | 49,655 | |||
Ruthigen [Member] | 2015 Bridge Notes [Member] | |||||
Business Acquisition [Line Items] | |||||
Loss on conversion of convertible notes | 1,170,000 | ||||
Interest expense | $ 477,000 | $ 6,868,000 | |||
Ruthigen [Member] | 2013 Employee, Director and Consultant Equity Incentive Plan [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of options, Granted | 24,400 | ||||
Ruthigen [Member] | 2013 Employee, Director and Consultant Equity Incentive Plan [Member] | Restricted Stock Units [Member] | |||||
Business Acquisition [Line Items] | |||||
Restricted stock units, options vested | 67,732 |
Merger - Summary of Acquisition
Merger - Summary of Acquisition Date Fair Value of Consideration Transferred (Detail) - Ruthigen [Member] $ / shares in Units, $ in Thousands | Jun. 15, 2015USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Number of shares of Company Common Stock owned by Ruthigen stockholders | shares | 2,404,835 |
Multiplied by the price per share of Company Common Stock | $ 12.65 |
Total consideration transferred | $ | $ 30,421 |
Merger - Summary of Acquisiti38
Merger - Summary of Acquisition Date Fair Value of Consideration Transferred (Parenthetical) (Detail) - shares | Jun. 15, 2015 | May. 31, 2014 | Sep. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Common stock outstanding | 14,696,100 | 188,625 | ||
Ruthigen [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock outstanding | 1,921,716 | |||
Common stock issued | 136,000 | |||
Employee [Member] | Ruthigen [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock issued | 36,000 | |||
Restricted Stock Units [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock outstanding | 180,090 | 0 | ||
Restricted Stock Units [Member] | Ruthigen [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock issued | 67,732 | |||
Private Placement [Member] | Ruthigen [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock issued | 379,387 | 379,387 | 379,387 |
Merger - Summary of Estimated F
Merger - Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 15, 2015 |
Business Acquisition [Line Items] | ||
In-process research and development | $ 7,534 | |
Goodwill | 15,942 | |
Deferred tax liability | (2,959) | |
Ruthigen [Member] | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | $ 9,671 | |
In-process research and development | 7,534 | 7,534 |
Goodwill | $ 15,942 | 15,942 |
Property and equipment | 156 | |
Prepaid and other current assets | 140 | |
Total assets acquired | 33,443 | |
Accrued expenses and other current liabilities | (63) | |
Deferred tax liability | (2,959) | |
Total liabilities assumed | (3,022) | |
Total net assets acquired | $ 30,421 |
Merger - Summary of Supplementa
Merger - Summary of Supplemental Unaudited Proforma Information of Financial Results (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Business Combinations [Abstract] | ||
Total revenues, net | $ 926 | $ 38 |
Net loss | $ (14,557) | $ (29,195) |
Goodwill and IPR&D - Additional
Goodwill and IPR&D - Additional Information (Detail) - USD ($) | Sep. 30, 2015 | Jun. 15, 2015 |
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill | $ 15,942,000 | |
In-process research and development | 7,534,000 | |
Ruthigen [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill | 15,942,000 | $ 15,942,000 |
Goodwill impairment loss | 0 | |
In-process research and development | 7,534,000 | $ 7,534,000 |
Intangible assets impairment loss | $ 0 |
Significant Agreements - Additi
Significant Agreements - Additional Information (Detail) | Jun. 16, 2015USD ($) | Jun. 15, 2015Partiesshares | Feb. 08, 2015USD ($)shares | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) |
Other Commitments [Line Items] | |||||||
Fair value of common stock issued | $ 4,248,000 | ||||||
Revenue recognized during period | $ 651,000 | $ 30,000 | 926,000 | $ 38,000 | |||
Consulting Agreements [Member] | |||||||
Other Commitments [Line Items] | |||||||
Shares issued as consideration | shares | 100,000 | ||||||
Commission expenses recognized | 1,265,000 | $ 1,265,000 | |||||
Number of parties in agreement | Parties | 3 | ||||||
Material Transfer Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
Material transfer agreement term | 7 years | ||||||
Revenue recognized during period | $ 39,000 | ||||||
Material Transfer Agreement [Member] | Maximum [Member] | |||||||
Other Commitments [Line Items] | |||||||
Expenses reimbursable | 77,000 | ||||||
Tiotropium Bromide Collaboration Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
Revenue recognized during period | $ 651,000 | $ 821,000 | |||||
Share percentage in gross profit | 20.00% | ||||||
Tiotropium Bromide Collaboration Agreement [Member] | Maximum [Member] | |||||||
Other Commitments [Line Items] | |||||||
Expenses reimbursable | $ 1,500,000 | ||||||
Palladium [Member] | |||||||
Other Commitments [Line Items] | |||||||
Commission paid for loan financing | $ 1,080,000 | $ 315,000 | 1,395,000 | ||||
Shares issued as consideration | shares | 235,844 | ||||||
Commission expenses recognized | 4,378,000 | ||||||
Fair value of common stock issued | $ 2,983,000 |
Debt - Convertible Notes, Inclu
Debt - Convertible Notes, Including 5X Notes - Additional Information (Detail) - USD ($) | Jun. 15, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Convertible Notes Including 5X Notes [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured convertible notes aggregate principle value | $ 29,088,000 | ||
Debt instrument interest rate | 6.00% | ||
Debt instrument conversion, shares of common stock | 86,118,402 | ||
Gain or loss on conversion of notes | $ 0 | ||
Common stock shares issued | 5,104,655 | ||
Convertible Notes Including 5X Notes [Member] | Series B Preferred Stock [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument conversion price per share | $ 0.50 | ||
5X Notes [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured convertible notes aggregate principle value | $ 2,658,000 |
Debt - Promissory Note - Additi
Debt - Promissory Note - Additional Information (Detail) $ in Thousands | Jan. 21, 2015USD ($) |
Debt Disclosure [Abstract] | |
Bridge loan | $ 350 |
Debt - 2015 Bridge Notes - Addi
Debt - 2015 Bridge Notes - Additional Information (Detail) - USD ($) | Jun. 15, 2015 | Feb. 28, 2015 | Sep. 30, 2015 | Sep. 30, 2015 |
Debt Instrument [Line Items] | ||||
Amortization of discount | $ 430,000 | |||
Loss on conversion of bridge notes | $ 1,170,000 | |||
Existing Investor [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible promissory notes issued and sold | $ 0 | |||
2015 Bridge Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible promissory notes issued and sold | $ 4,500,000 | |||
Debt instrument interest rate | 5.00% | |||
Debt instrument interest rate percentage, maximum | 15.00% | |||
Debt instrument interest rate terms | The 2015 Bridge Notes had a stated interest rate of 5% per annum, which would reset to 15% upon an event of default | |||
Debt instrument due date | Feb. 26, 2016 | |||
Debt instrument conversion price per share | $ 6.875 | $ 6.875 | ||
Debt instrument conversion terms | Upon the completion of the Merger, subject to certain limitations, the unpaid principal amount of the 2015 Bridge Notes, plus accrued but unpaid interest through the date of such transaction, automatically converted into shares of common stock of the Company equal to the principal and unpaid accrued interest dollar value divided by $6.875. | |||
Debt instrument, percentage of principal balance payable on event of default | 25.00% | |||
Fair value of derivative, recorded as derivative liability | $ 1,547,000 | $ 1,547,000 | ||
Embedded derivative | The provisions requiring the embedded interest rate reset upon an event of default, automatic conversion of the convertible promissory notes upon the Merger and the put option upon an event of default or failure to close the Merger each represent an embedded derivative instrument requiring bifurcation from the notes. The embedded derivatives were bundled and valued as one compound derivative in accordance with the applicable accounting guidance for derivatives and hedging. | |||
Amortization of discount | 0 | $ 386,000 | ||
Common stock issued upon conversion of notes | 664,559 | |||
Loss on increase in the estimated fair value of derivatives | $ 2,692,000 | |||
Loss on conversion of bridge notes | $ 1,170,000 | 0 | 1,170,000 | |
Interest expense | $ 0 | $ 459,000 |
Debt - Loan and Security Agreem
Debt - Loan and Security Agreement and Warrant Agreement - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)d$ / shares | Sep. 30, 2014USD ($) | Jun. 16, 2015$ / sharesshares | Jun. 11, 2015USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | |||||||
Interest expense payable in cash | $ 3,338,000 | ||||||
Hercules Loan and Security Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of warrant derivative liabilities at issuance, recorded as debt discount | $ 11,000 | ||||||
Interest expense | $ 20,000 | $ 7,375,000 | $ 430,000 | $ 13,339,000 | |||
Hercules Loan and Security Agreement [Member] | Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term loan principal amount | $ 7,000,000 | ||||||
Floating annual rate | 9.50% | ||||||
Debt instrument basis spread | 8.50% | ||||||
Basis of debt instrument interest rate | The prime rate as reported by The Wall Street Journal minus 3.25% plus (b) 8.50%. | ||||||
Debt instrument payment terms | The Company is required to make interest payments in cash on the first business day of each month, beginning on July 1, 2015. Beginning on August 1, 2016, the Company will be required to make monthly payments on the first business day of each month consisting of principal and interest based upon a 30-month amortization schedule | ||||||
Debt instrument periodic payment frequency | 30-month amortization schedule | ||||||
Repayment charges | $ 245,000 | ||||||
Percentage of prepayment fee | 1.00% | 1.00% | |||||
Percentage of prepayment fee | 3.00% | 3.00% | |||||
Maximum principal amount available for conversion into common shares | $ 1,000,000 | $ 1,000,000 | |||||
Debt instrument, convertible, stock price trigger | $ / shares | $ 11.73 | ||||||
Debt instrument, convertible, threshold trading days | d | 7 | ||||||
Number of shares available for purchase of common stock in warrants | shares | 25,150 | ||||||
Common stock exercise price | $ / shares | $ 8.35 | ||||||
Warrants expiration date | Jun. 16, 2020 | ||||||
Interest expense | 220,000 | $ 253,000 | |||||
Interest expense payable in cash | 170,000 | 170,000 | |||||
Hercules Loan and Security Agreement [Member] | Term Loan [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repurchase of securities | 1,000,000 | 1,000,000 | |||||
Hercules Loan and Security Agreement [Member] | Term Loan [Member] | Private Placement [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repurchase of securities | $ 10,000,000 | $ 10,000,000 | |||||
Hercules Loan and Security Agreement [Member] | Term Loan [Member] | Prime Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument basis spread | 3.25% |
Debt - Summary of Carrying Amou
Debt - Summary of Carrying Amount (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Short And Long Term Debt [Line Items] | ||
Debt discount | $ (274) | $ (18) |
Carrying amount | 6,726 | 39,703 |
Term Loan [Member] | ||
Short And Long Term Debt [Line Items] | ||
Outstanding principal | 7,000 | |
Debt discount | $ (274) | |
Convertible Notes Including 5X Notes [Member] | ||
Short And Long Term Debt [Line Items] | ||
Outstanding principal | 29,088 | |
Debt discount | (18) | |
5X Conversion Liability [Member] | ||
Short And Long Term Debt [Line Items] | ||
Outstanding principal | $ 10,633 |
Debt - Summary of Debt Discount
Debt - Summary of Debt Discount Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Principal Amount Unamortized Debt Discount And Net Carrying Amount Of Liability Component [Line Items] | ||
Beginning balance | $ 18 | |
Discount on debt issued during the period | 1,847 | |
Amortization of debt discount | (430) | |
Extinguishment upon conversion of debt | (1,161) | |
Ending balance | $ 274 | 274 |
Term Loan [Member] | ||
Principal Amount Unamortized Debt Discount And Net Carrying Amount Of Liability Component [Line Items] | ||
Discount on debt issued during the period | 300 | |
Amortization of debt discount | (26) | |
Ending balance | 274 | 274 |
Convertible Notes Including 5X Notes [Member] | ||
Principal Amount Unamortized Debt Discount And Net Carrying Amount Of Liability Component [Line Items] | ||
Beginning balance | 18 | |
Amortization of debt discount | (18) | |
2015 Bridge Notes [Member] | ||
Principal Amount Unamortized Debt Discount And Net Carrying Amount Of Liability Component [Line Items] | ||
Discount on debt issued during the period | 1,547 | |
Amortization of debt discount | $ 0 | (386) |
Extinguishment upon conversion of debt | $ (1,161) |
Debt - Schedule of Future Princ
Debt - Schedule of Future Principle Payments (Detail) - Term Loan [Member] $ in Thousands | Sep. 30, 2015USD ($) |
Debt Instrument [Line Items] | |
Remainder of 2015 | $ 0 |
2,016 | 1,049 |
2,017 | 2,701 |
2,018 | 3,250 |
Total future principal payments | $ 7,000 |
Accrued Expenses and Other Cu50
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued vacation | $ 70 | $ 31 |
Accrued wages and incentive | 432 | 60 |
Accrued interest payable | 3,338 | |
Accrued clinical & consulting | 411 | 16 |
Accrued legal & patent | 106 | 44 |
Accrued other expenses | 116 | 55 |
Total accrued expenses | $ 1,135 | $ 3,544 |
Redeemable Convertible Prefer51
Redeemable Convertible Preferred Stock and Common Stock - Schedule of Redeemable Convertible Preferred Stock and Common Stock (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Temporary Equity [Line Items] | ||
Preferred stock, shares designated | 202,604,452 | |
Preferred stock, shares issued | 63,413,042 | |
Preferred stock, shares outstanding | 63,413,042 | |
Preferred stock, liquidation value | $ 36,389 | |
Preferred stock, liquidation value | $ 35,573 | |
Common stock issuable on conversion | 4,155,539 | |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Preferred stock, shares designated | 0 | 180,980,200 |
Preferred stock, shares issued | 0 | 41,788,790 |
Preferred stock, shares outstanding | 0 | 41,788,790 |
Preferred stock, liquidation value | $ 0 | $ 20,894 |
Preferred stock, liquidation value | $ 20,894 | |
Common stock issuable on conversion | 2,477,032 | |
Seed Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Preferred stock, shares designated | 0 | 1,219,508 |
Preferred stock, shares issued | 0 | 1,219,508 |
Preferred stock, shares outstanding | 0 | 1,219,508 |
Preferred stock, liquidation value | $ 0 | $ 1,331 |
Preferred stock, liquidation value | $ 1,331 | |
Common stock issuable on conversion | 72,293 | |
Series A-4 Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Preferred stock, shares designated | 0 | 1,307,190 |
Preferred stock, shares issued | 0 | 1,307,190 |
Preferred stock, shares outstanding | 0 | 1,307,190 |
Preferred stock, liquidation value | $ 0 | $ 4,000 |
Preferred stock, liquidation value | $ 4,000 | |
Common stock issuable on conversion | 474,201 | |
Series B-1 Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Preferred stock, shares designated | 0 | 18,687,554 |
Preferred stock, shares issued | 0 | 18,687,554 |
Preferred stock, shares outstanding | 0 | 18,687,554 |
Preferred stock, liquidation value | $ 0 | $ 9,344 |
Preferred stock, liquidation value | $ 9,344 | |
Common stock issuable on conversion | 1,107,706 | |
Junior Seed Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Preferred stock, shares designated | 0 | 410,000 |
Preferred stock, shares issued | 0 | 410,000 |
Preferred stock, shares outstanding | 0 | 410,000 |
Preferred stock, liquidation value | $ 0 | $ 820 |
Preferred stock, liquidation value | $ 4 | |
Common stock issuable on conversion | 24,307 |
Redeemable Convertible Prefer52
Redeemable Convertible Preferred Stock and Common Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 15, 2015 | May. 31, 2014 | Sep. 30, 2015 | Dec. 31, 2014 |
Temporary Equity [Line Items] | ||||
Preferred stock, shares outstanding | 63,413,042 | |||
Securities Purchase Agreement [Member] | ||||
Temporary Equity [Line Items] | ||||
Gross proceeds from issuance of private placement | $ 10,000 | |||
Merger Agreement [Member] | ||||
Temporary Equity [Line Items] | ||||
Exercise price per share of warrants | $ 7.563 | |||
Common stock shares converted after merger | 1,454,553 | |||
Warrants converted after merger | 3,190,030 | |||
Common Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Preferred stock converted to common stock | 70,105,854 | |||
Common stock issued | 2,540,910 | |||
Ruthigen [Member] | ||||
Temporary Equity [Line Items] | ||||
Common stock issued | 136,000 | |||
Private Placement [Member] | Securities Purchase Agreement [Member] | ||||
Temporary Equity [Line Items] | ||||
Securities purchase agreement, units sold | 24,538,999 | |||
Securities purchase agreement, common stock per unit | 1 | |||
Securities purchase agreement, warrant per unit | 2.193140519 | |||
Exercise price per share of warrants | $ 0.448266 | |||
Private Placement [Member] | Ruthigen [Member] | ||||
Temporary Equity [Line Items] | ||||
Gross proceeds from issuance of private placement | $ 2,600 | |||
Common stock issued | 379,387 | 379,387 | 379,387 | |
Common stock, price per share | $ 6.875 | $ 6.875 | ||
Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Preferred stock, shares outstanding | 63,413,042 |
Warrants - Preferred Stock Warr
Warrants - Preferred Stock Warrants Issued With Notes Payable to Stockholders - Additional Information (Detail) - Preferred Stock Warrants [Member] $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($) | Dec. 31, 2014shares | |
Class of Warrant or Right [Line Items] | |||||
Number of shares available for purchase of common stock in warrants | shares | 0 | 0 | 14,544,247 | ||
Other income from change in fair value of warrant liability | $ | $ 0 | $ 1,309 | $ 620 | ||
Other expense from change in fair value of warrant liability | $ | $ (655) | ||||
Pulmatrix Operating [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Factor used for determining warrant exercisable | 0.25 | 0.25 | |||
Warrants term | 10 years | ||||
Number of shares available for purchase of common stock in warrants | shares | 0 | 0 | |||
Pulmatrix Operating [Member] | Series B Preferred Stock [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Factor used for determining warrant exercisable | 0.25 | 0.25 | |||
Conversion price for warrants | $ 0.50 | ||||
Exercise price per share of warrants | $ 0.50 | $ 0.50 |
Warrants - Rollforward of Prefe
Warrants - Rollforward of Preferred Stock Warrants (Detail) - Preferred Stock Warrants [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)shares | |
Class of Warrant or Right [Line Items] | |
Preferred Stock Warrants, beginning balance | 14,544,247 |
Decrease in estimated fair value of warrants | 0 |
Cancellation and gain (loss) on extinguishment | (14,544,247) |
Preferred Stock Warrants, ending balance | 0 |
Beginning balance | $ | $ 1,309 |
Decrease in estimated fair value of warrants | $ | (1,309) |
Cancellation and gain (loss) on extinguishment | $ | $ 0 |
Warrants - Common Stock Warrant
Warrants - Common Stock Warrants Issued in Pulmatrix Operating Private Placement - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Pulmatrix Operating [Member] | |
Class of Warrant or Right [Line Items] | |
Share price | $ 10 |
Average daily trading volume | shares | 40,000 |
Pulmatrix Operating [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Proceed from strategic license agreement | $ | $ 20,000,000 |
Gross proceeds from issuance of securities | $ | $ 20,000,000 |
Pulmatrix Operating [Member] | Sixty Consecutive Trading Days [Member] | |
Class of Warrant or Right [Line Items] | |
Share price | $ 12.50 |
Pulmatrix Operating [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Percentage of weighted average price of common stock | 150.00% |
Pulmatrix Operating [Member] | Thirty Consecutive Trading Days [Member] | |
Class of Warrant or Right [Line Items] | |
Average daily trading volume | shares | 80,000 |
Consideration for unexercised portion of the warrant per share of common stock | $ 0.001 |
Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | shares | 3,190,030 |
Exercise price per share of warrants | $ 7.563 |
Warrants - Warrants Assumed in
Warrants - Warrants Assumed in Merger - Additional Information (Detail) - $ / shares | Jun. 15, 2015 | May. 31, 2014 | Sep. 30, 2015 |
Series A Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants issued | 1,219,000 | ||
Ruthigen [Member] | |||
Class of Warrant or Right [Line Items] | |||
Common stock issued | 136,000 | ||
Ruthigen [Member] | Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant exercise price | $ 22.65625 | ||
Number of shares issued under over allotment option | 37,100 | ||
Ruthigen [Member] | Private Placement [Member] | |||
Class of Warrant or Right [Line Items] | |||
Common stock issued | 379,387 | 379,387 | 379,387 |
Common stock, price per share | $ 6.875 | $ 6.875 | |
Ruthigen [Member] | Over-Allotment Option [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant exercise price | $ 22.65625 | ||
Number of shares issued under over allotment option | 2,160 | ||
Ruthigen [Member] | Series A Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant exercise price | $ 17.83 | ||
Ruthigen [Member] | Series A Warrants [Member] | IPO [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants issued | 1,219,000 | ||
Warrant exercise price | $ 18.125 | ||
Warrant per share | 0.4 | ||
Consideration for warrants | $ 0.00025 | ||
Ruthigen [Member] | Series A Warrants [Member] | IPO [Member] | Period of 20 Consecutive Business Days [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant exercise price | 18.125 | ||
Ruthigen [Member] | Series B Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant exercise price | 22.28 | ||
Ruthigen [Member] | Series B Warrant [Member] | IPO [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant exercise price | $ 22.65625 | ||
Warrant per share | 0.4 |
Warrants - Common Stock Warra57
Warrants - Common Stock Warrants Issued With Term Loan - Additional Information (Detail) - Hercules Warrants [Member] - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2015 | Jun. 16, 2015 | Jun. 11, 2015 |
Class of Warrant or Right [Line Items] | |||
Term loan in the principal amount | $ 7,000 | ||
Number of warrants granted | 25,150 | 25,150 | |
Warrant exercise price | $ 8.35 | ||
Value of warrants | $ 198 |
Warrants - Calculation of Fair
Warrants - Calculation of Fair Value Assumptions Using Black Scholes Option Model (Detail) | 9 Months Ended |
Sep. 30, 2015$ / shares | |
Hercules Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ 8.35 |
Fair value of underlying stock | $ 11.80 |
Expected volatility | 72.52% |
Contractual term | 5 years |
Risk-free interest rate | 1.68% |
Expected dividend yield | 0.00% |
MTS Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ 11.80 |
Fair value of underlying stock | $ 11.80 |
Expected volatility | 72.00% |
Contractual term | 5 years |
Risk-free interest rate | 1.54% |
Expected dividend yield | 0.00% |
Warrants - Common Stock Warra59
Warrants - Common Stock Warrants Issued for Consulting Services - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Class of Warrant or Right [Line Items] | |||||
Stock based compensation expense | $ 2,441 | $ 50 | $ 4,272 | $ 195 | |
MTS Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Stock based compensation expense | $ 211 | ||||
Warrants expiration date | Aug. 31, 2020 | ||||
Warrant exercise price | $ 11.80 | ||||
Number of warrants issued | 30,000 | 30,000 | 30,000 |
Warrants - Summary of the Warra
Warrants - Summary of the Warrants Outstanding (Detail) - shares | 9 Months Ended | |||
Sep. 30, 2015 | Aug. 31, 2015 | Jun. 16, 2015 | Dec. 31, 2014 | |
Preferred Stock Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, Issue Date, description | Various | |||
Warrants, Classification | Liability | |||
Warrants, Exercisable For | Preferred Stock | |||
Warrants Outstanding | 0 | 14,544,247 | ||
Private Placement Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, Issue Date | Jun. 15, 2015 | |||
Warrants, Classification | Equity | |||
Warrants, Exercisable For | Common Stock | |||
Warrants Outstanding | 3,190,030 | |||
Hercules Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, Issue Date | Jun. 15, 2015 | |||
Warrants, Classification | Equity | |||
Warrants, Exercisable For | Common Stock | |||
Warrants Outstanding | 25,150 | 25,150 | ||
MTS Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, Issue Date | Aug. 31, 2015 | |||
Warrants, Classification | Equity | |||
Warrants, Exercisable For | Common Stock | |||
Warrants Outstanding | 30,000 | 30,000 | ||
Series A Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, Classification | Equity | |||
Warrants, Exercisable For | Common Stock | |||
Warrants Outstanding | 1,219,000 | |||
Series A Warrants [Member] | Minimum [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, Issue Date | Mar. 31, 2015 | |||
Series A Warrants [Member] | Maximum [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, Issue Date | May 31, 2015 | |||
Representative's Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, Issue Date | Mar. 31, 2015 | |||
Warrants, Classification | Equity | |||
Warrants, Exercisable For | Common Stock | |||
Warrants Outstanding | 37,100 | |||
Underwriter's Warrant [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants, Issue Date | Mar. 31, 2015 | |||
Warrants, Classification | Equity | |||
Warrants, Exercisable For | Common Stock | |||
Warrants Outstanding | 2,160 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 15, 2015 | Aug. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate shares of Common Stock that may be delivered under options outstanding | 665,202 | 665,202 | ||
Number of options to purchase common stock, Granted | 1,540,388 | |||
Unrecognized stock-based compensation expenses | $ 6,022 | $ 6,022 | ||
Unrecognized stock-based compensation expense, period for recognition | 3 years 3 months 18 days | |||
Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units, granted | 339,426 | |||
Restricted stock units, options vested | 180,090 | |||
Employee Stock Option [Member] | Time Based Options vesting One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting term | 48 equal monthly installments beginning on the monthly anniversary of the Vesting Start Date (as defined in the grant agreement). | |||
Award vesting period | 48 months | |||
Employee Stock Option [Member] | Time Based Options vesting Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting term | 25% on the option grant date and the remainder in 36 equal monthly installments beginning in the month after the Vesting Start Date. | |||
Award vesting period | 36 months | |||
Award vesting percentage | 25.00% | |||
Employee Stock Option [Member] | Time Based Options vesting Three [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting term | 25% at the one year anniversary of the Vesting Start Date and the remainder in 36 equal monthly installments beginning in the thirteenth month after the Vesting Start Date. | |||
Award vesting period | 36 months | |||
Award vesting percentage | 25.00% | |||
Employee Stock Option [Member] | Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options to purchase common stock, Granted | 1,266,172 | |||
Employee Stock Option [Member] | Director [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options to purchase common stock, Granted | 117,779 | |||
Employee Stock Option [Member] | Advisors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options to purchase common stock, Granted | 156,437 | |||
Ruthigen [Member] | Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units, granted | 329,052 | |||
Restricted stock units, options vested | 130,435 | 49,655 | ||
Stock-based compensation | $ 629 | $ 2,384 | ||
Ruthigen [Member] | Restricted Stock Units [Member] | Other Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 2 years | |||
Restricted stock units, granted | 10,374 | |||
2013 Employee, Director and Consultant Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted | 0 | |||
Shares available for future grant | 611,035 | 611,035 | ||
2013 Employee, Director and Consultant Equity Incentive Plan [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted | 2,713,261 | |||
2013 Employee, Director and Consultant Equity Incentive Plan [Member] | Ruthigen [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options to purchase common stock, Granted | 24,400 | |||
2013 Employee, Director and Consultant Equity Incentive Plan [Member] | Ruthigen [Member] | Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units, options vested | 67,732 | |||
Employee, Director, and Consultant Stock Plan (the "2003 Plan") [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted | 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of options, Outstanding beginning balance | 732,823 | |
Number of options, Granted | 1,540,388 | |
Number of options, Options assumed in Merger | 24,400 | |
Number of options, Exercised | (71,323) | |
Number of options, Forfeited or expired | (2,018) | |
Number of options, Outstanding ending balance | 2,224,270 | 732,823 |
Number of options, Exercisable | 813,167 | |
Number of options, Vested and expected to vest | 2,094,163 | |
Weighted average exercise price, Outstanding beginning balance | $ 2.08 | |
Weighted average exercise price, Granted | 11.51 | |
Weighted average exercise price, Options assumed in Merger | 14.07 | |
Weighted average exercise price, Exercised | 2.12 | |
Weighted average exercise price, Forfeited or expired | 2.12 | |
Weighted average exercise price, Outstanding ending balance | 8.75 | $ 2.08 |
Weighted average exercise price, Exercisable | 4.61 | |
Weighted average exercise price, Vested and expected to vest | $ 8.66 | |
Weighted average remaining contractual term, Outstanding beginning balance | 8 years 7 months 24 days | 6 years 8 months 23 days |
Weighted average remaining contractual term, Exercisable | 6 years 11 months 12 days | |
Weighted average remaining contractual term, Vested and expected to vest | 8 years 7 months 6 days | |
Aggregate intrinsic value, Outstanding beginning balance | $ 5,508 | |
Aggregate intrinsic value, Outstanding ending balance | 1,875 | $ 5,508 |
Aggregate intrinsic value, Exercisable | 1,706 | |
Aggregate intrinsic value, Vested and expected to vest | $ 1,825 |
Stock-Based Compensation - Esti
Stock-Based Compensation - Estimated Fair Values of Employee Stock Options Granted (Detail) - Employee Stock Option [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected option life (years) | 6 years 2 months 19 days | 5 years 11 months 16 days | 6 years 2 months 19 days | 5 years 11 months 16 days |
Risk-free interest rate | 1.94% | 1.78% | ||
Expected volatility | 77.00% | 134.00% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 1.79% | 1.54% | ||
Expected volatility | 76.00% | 131.00% | ||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 2.12% | 1.78% | ||
Expected volatility | 132.00% | 134.00% |
Stock-Based Compensation - Su64
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units, Granted | 339,426 |
Number of units, Vested | (180,090) |
Number of units, Forfeited or expired | 0 |
Number of Units, Ending Balance | 159,336 |
Weighted average grant date fair value, Granted | $ 12.43 |
Weighted average grant date fair value, Vested | 12.65 |
Weighted average grant date fair value, outstanding | $ 12.18 |
Total grant date fair value, Granted | $ 4,220 |
Total grant date fair value, Vested | (2,278) |
Total grant date fair value, Outstanding, Ending balance | $ 1,942 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 2,441 | $ 50 | $ 4,272 | $ 195 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | 164 | 37 | 225 | 141 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 2,277 | $ 13 | $ 4,047 | $ 54 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Embedded Compound Derivative [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Derivative liability | $ 11 | |
Preferred Stock Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Derivative liability | $ 1,309 | |
Level 3 [Member] | Embedded Compound Derivative [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Derivative liability | $ 11 | |
Level 3 [Member] | Preferred Stock Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Derivative liability | $ 1,309 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 15, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Loss on increase in estimated fair value of derivatives | $ (2,692) | $ (2,291) | ||
Loss upon the conversion Bridge Notes including the extinguishment of the embedded compound derivative | (1,170) | |||
Fair Value, Measurements, Recurring [Member] | Embedded Compound Derivative [Member] | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Derivative liability | $ 11 | 11 | ||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Embedded Compound Derivative [Member] | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Derivative liability | 11 | 11 | ||
2015 Bridge Notes [Member] | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Fair value of derivative liability | 1,547 | 1,547 | ||
Loss upon the conversion Bridge Notes including the extinguishment of the embedded compound derivative | $ (1,170) | $ 0 | $ (1,170) | |
Debt instrument conversion percentage | 100.00% | 100.00% | ||
Preferred Stock Warrants [Member] | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Warrant outstanding | 0 | 0 | 14,544,247 | |
Preferred Stock Warrants [Member] | Fair Value, Measurements, Recurring [Member] | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Derivative liability | $ 1,309 | |||
Preferred Stock Warrants [Member] | Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Derivative liability | $ 1,309 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Quantitative Information about Fair Value Measurements, Including the Range of Assumptions for the Significant Unobservable Inputs (Detail) - Fair Value, Measurements, Recurring [Member] - Level 3 [Member] - Preferred Stock Warrants [Member] | 12 Months Ended |
Dec. 31, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Time to liquidity event | 6 months |
Risk-free interest rate | 0.12% |
Volatility | 60.00% |
Minority discount | 10.00% |
Discount for lack of marketability | 23.00% |
Fair Value Measurements - Sch69
Fair Value Measurements - Schedule of Significant Assumption Used in Model is Probability (Detail) - Fair Value, Measurements, Recurring [Member] - Level 3 [Member] - Embedded Compound Derivative [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Probability of an event of default | 10.00% |
End of term payment | $ 245,000 |
Risk-free interest rate | 1.01% |
Minimum [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Prepayment penalties | 1.00% |
Maximum [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Prepayment penalties | 3.00% |
Fair Value Measurements - Sch70
Fair Value Measurements - Schedule of Preferred Stock Warrant Liability and Derivative Liability Categorized with Level 3 (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Preferred Stock Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 1,309 |
Change in fair value | (1,309) |
Extinguishment on conversion of convertible notes | 0 |
Derivative Instruments [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at issuance date | 1,558 |
Change in fair value | 2,291 |
Extinguishment on conversion of convertible notes | (3,838) |
Ending balance | $ 11 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net loss | $ (4,932) | $ (11,134) | $ (21,631) | $ (21,588) |
Accretion of redeemable preferred stock | (13) | (39) | ||
Net loss attributable to common stockholders | $ (4,932) | $ (11,147) | $ (21,631) | $ (21,627) |
Denominator: | ||||
Weighted average common shares outstanding - basic and diluted | 14,654,427 | 187,044 | 5,860,758 | 186,792 |
Net loss per share attributable to common stockholders - basic and diluted | $ (0.34) | $ (59.60) | $ (3.69) | $ (115.78) |
Net Loss Per Share - Schedule72
Net Loss Per Share - Schedule of Computation of Diluted Weighted-Average Shares Outstanding Anti-Dilutive (Detail) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Term Loan [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per common share | 85,251 | |
Warrants To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per common share | 4,503,440 | |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per common share | 2,224,270 | 806,015 |
Convertible Notes and Accrued Interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per common share | 5,802,189 | |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per common share | 5,269,885 |
Commitment - Schedule of Future
Commitment - Schedule of Future Minimum Lease Payments under Non-Cancelable Operating Lease for Office and Lab Space (Detail) $ in Thousands | Sep. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
October - December 2015 | $ 151 |
2,016 | 611 |
2,017 | 632 |
2,018 | 654 |
2,019 | 676 |
2,020 | 698 |
Total | $ 3,422 |
Commitment - Additional Informa
Commitment - Additional Information (Detail) | Oct. 27, 2015 | Oct. 26, 2015 | Sep. 30, 2015 |
Commitment And Contingencies [Line Items] | |||
Lease amendment date | Oct. 27, 2015 | ||
Subsequent Event [Member] | |||
Commitment And Contingencies [Line Items] | |||
Lease termination date | Dec. 31, 2020 | Dec. 31, 2016 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Lease amendment date | Oct. 27, 2015 |