Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 02, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
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 | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 14,516,010 | |
Restricted Stock Units [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 279,398 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 14,753 | $ 18,902 |
Prepaid expenses and other current assets | 1,011 | 1,560 |
Total current assets | 15,764 | 20,462 |
Property and equipment, net | 783 | 685 |
Long-term restricted cash | 200 | 250 |
Intangible assets | 7,534 | 7,534 |
Goodwill | 15,942 | 15,942 |
Total assets | 40,223 | 44,873 |
Current liabilities: | ||
Loan payable, net of debt discount | 1,682 | 1,029 |
Accounts payable | 1,272 | 1,090 |
Accrued expenses | 1,060 | 1,486 |
Total current liabilities | 4,014 | 3,605 |
Loan payable, net of current portion, debt discount and issuance costs | 5,069 | 5,692 |
Derivative liability | 11 | 11 |
Deferred tax liability | 2,959 | 2,959 |
Total liabilities | $ 12,053 | $ 12,267 |
Commitments (Note 14) | ||
Stockholders' Equity (Deficit): | ||
Preferred stock, $0.0001 par value - 500,000 authorized and 0 issued and outstanding at March 31, 2016 and December 31, 2015 | ||
Common stock, $0.0001 par value - 100,000,000 shares authorized; 14,795,408 and 14,745,754 shares issued and outstanding, including vested restricted stock units of 279,398 and 229,744, at March 31, 2016 and December 31, 2015, respectively. | $ 1 | $ 1 |
Additional paid-in capital | 161,941 | 160,708 |
Accumulated deficit | (133,772) | (128,103) |
Total stockholders' equity | 28,170 | 32,606 |
Total liabilities and stockholders' equity | $ 40,223 | $ 44,873 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 14,795,408 | 14,745,754 |
Common stock, shares outstanding | 14,795,408 | 14,745,754 |
Restricted Stock Units [Member] | ||
Common stock, shares outstanding | 279,398 | 229,744 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 396 | $ 105 |
Operating expenses | ||
Research and development | 3,430 | 918 |
General and administrative | 2,409 | 1,934 |
Total operating expenses | 5,839 | 2,852 |
Loss from operations | (5,443) | (2,747) |
Interest expense | (223) | (184) |
Fair value adjustment of preferred stock warrant liability | 727 | |
Fair value adjustment of derivative liability | 401 | |
Other expense, net | (3) | |
Net loss | (5,669) | (1,803) |
Net Loss Attributable to Common Stockholders | $ (5,669) | $ (1,803) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.38) | $ (9.55) |
Weighted average shares used to compute basic and diluted net loss per share attributable to common stockholders | 14,754,484 | 188,742 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (5,669) | $ (1,803) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 58 | 62 |
Stock-based compensation | 1,233 | 34 |
Non-cash rent expense | 11 | 24 |
Non-cash interest expense | 51 | 184 |
Non-cash debt issuance expense | 4 | 11 |
Fair value adjustment on preferred stock warrant liability | (727) | |
Fair value adjustment on derivative liability | (401) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 549 | 9 |
Accounts payable | 99 | 68 |
Accrued expenses | (462) | 389 |
Restricted cash | 50 | (2) |
Net cash used in operating activities | (4,076) | (2,152) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (73) | (19) |
Net cash used in investing activities | (73) | (19) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible promissory notes | 4,500 | |
Payments for issuance of term loan | (35) | |
Net cash provided by financing activities | 4,465 | |
Net increase (decrease) in cash | (4,149) | 2,294 |
Cash - beginning of period | 18,902 | 451 |
Cash - end of period | 14,753 | $ 2,745 |
Supplemental disclosures of noncash financing and investing activities: | ||
Fixed asset purchases in accounts payable at year-end | $ 83 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2016 | |
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. Liquidity At March 31, 2016, the Company had unrestricted cash and cash equivalents of $14,753, an accumulated deficit of $133,772 and working capital of $11,750. The Company believes that it can continue as a going concern as its cash resources at March 31, 2016 combined with anticipated additional non-dilutive financing will be sufficient to allow the Company to fund its current operating plan through the required minimum period of at least the next twelve months from the date of filing this report. There can be no assurance, however, that the current operating plan will be achieved in the timeframe anticipated by the Company, or that its cash resources will fund the Company’s operating plan for the period anticipated by the Company or that additional funding will be available on terms acceptable to the Company, or at all. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
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 months ended March 31, 2016 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2016. 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, 2015, which are included in the Company’s annual report on Form 10-K filed with the SEC on March 10, 2016. 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 4, “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 4) 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies In the three months ended March 31, 2016, 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, 2015, which are included in the Company’s current report on Form 10-K filed with the SEC on March 10, 2016, except as noted below. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements — Going Concern The FASB issued ASU 2016-02, Leases (Topic 842) Use of Estimates In preparing financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results may differ from these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include valuing equity securities in share-based payments, estimating fair value of equity instruments recorded as derivative liabilities, estimating the fair value of net assets acquired in business combinations, estimating the useful lives of depreciable and amortizable assets, valuation allowance against deferred tax assets, goodwill impairment, and estimating the fair value of long-lived assets to assess whether impairment charges may apply. 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 March 31, 2016. 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 three months ended March 31, 2016, the Company determined that there was no impairment of its IPR&D. |
Merger
Merger | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Merger | 4. 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 (“2015 Bridge 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 11, “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 $ 30,422 (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: 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 141 Total assets acquired 33,444 Accrued expenses and other current liabilities (63 ) Deferred tax liability (2,959 ) Total liabilities assumed (3,022 ) Total net assets acquired $ 30,422 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 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 six months ended June 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, 2015: Three months ended March 31, 2015 Total revenues, net $ 105 Net loss (15,795 ) 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, 2015. 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) Inclusion of $9,956 of transaction costs for both the Company and Ruthigen in the three months ended March 31, 2015; (2) Inclusion of $1,128 of other expense related to the change in the fair values of liability-classified warrants and derivative instruments in the three months ended March 31, 2015 as the Company’s outstanding preferred stock warrants and certain derivative instruments were extinguished in connection with the completion of the Merger; (3) Inclusion of $1,170 loss on conversion of convertible notes in the three months ended March 31, 2015, as the Company’s 2015 Bridge Notes were automatically converted to equity upon completion of the Merger; and (4) Inclusion of $184 of interest expense related to our convertible notes, including the 2015 Bridge Notes, in the three months ended March 31, 2015, 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 | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and IPR&D | 5. Goodwill and IPR&D The Company recognized $15,942 of goodwill in connection with the Merger as discussed in Note 3. As of March 31, 2016, 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 3. 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 March 31, 2016, there was no accumulated impairment losses associated with intangible assets. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2016 | |
Text Block [Abstract] | |
Prepaid Expenses and Other Current Assets | 6. Prepaid Expenses and Other Current Assets Prepaid expenses consisted of the following: At March 31, 2016 At December 31, 2015 Prepaid Insurance $ 110 $ 220 Prepaid Clinical Trials 252 169 Prepaid Other 186 92 Accounts Receivable 257 275 Deferred Clinical Costs — 598 Other current assets 206 206 Total prepaid and other current assets $ 1,011 $ 1,560 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt 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 March 31, 2016 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 12). 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 $223 during the three months ended March 31, 2016 of which $173 was payable in cash. The carrying amounts of the Company’s Term Loan as of March 31, 2016 and December 31, 2015 were as follows: Hercules Term Loan Debt Discount Issuance Costs Total Balance — January 1, 2016 $ 7,000 $ (248 ) $ (31 ) $ 6,721 Accretion of debt discount 26 — 26 Accretion of issuance costs 4 4 Balance — March 31, 2016 $ 7,000 $ (222 ) $ (27 ) 6,751 Current portion of debt 1,682 Loan Payable, net of current portion $ 5,069 Future principal payments in connection with the Term Loan are as follows: Remainder of 2016 $ 1,046 2017 2,698 2018 3,256 $ 7,000 Accretion of Debt Discount was as follows: For the three months ended March 31, 2016 2015 Hercules Term Loan $ 26 $ — Hercules Lender Fees — (35 ) Notes, including 5X Notes — 18 Additional Debt Discount 2015 Notes — (1,547 ) 2015 Bridge Notes — 136 $ 26 $ 1,428 Interest expense for the three months ended March 31, 2016 and 2015 consisted of the following: For the three months ended March 31, 2016 2015 Hercules Term Loan $ 223 $ — Notes, including 5X Notes — 18 2015 Bridge Notes — 166 $ 223 $ 184 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following: At March 31, 2016 At December 31, 2015 Accrued vacation $ 70 $ 45 Accrued wages and incentive 226 673 Accrued clinical & consulting 581 622 Accrued legal & patent 51 62 Accrued end of term fee 80 55 Deferred Rent 14 4 Accrued other expenses 38 25 Total accrued expenses $ 1,060 $ 1,486 |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2016 | |
Text Block [Abstract] | |
Common Stock | 9. 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 | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Warrants | 10. Warrants Common Stock Warrants Issued in Pulmatrix Operating Private Placement At March 31, 2016, 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 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. 1,219,000 Series A Warrants were outstanding at December 31, 2015. There were no exercises of any Series A Warrants prior to March 26, 2016 and they expired according to their terms on March 26, 2016. As no Series A Warrants were exercised, no Series B Warrants were issued. There are no Series A nor Series B Warrants outstanding at March 31, 2016. 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 fully vested and 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 which was recorded to equity 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 risk-free interest rate was obtained from U.S. Treasury rates for the applicable periods. The Company’s expected volatility was based upon the historical volatility for industry peers and used an average of those volatilities. The expected life of the Company’s options was determined using the simplified method as a result of limited historical data regarding the Company’s activity. The dividend yield considers that the Company has not historically paid dividends, and does not expect to pay dividends in the foreseeable future. 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 March 31, 2016 December 31, 2015 Private Placement Warrants June 15, 2015 Equity Common Stock 3,190,030 3,190,030 Hercules Warrants June 15, 2015 Equity Common Stock 25,150 25,150 MTS Warrants August 31, 2015 Equity Common Stock 30,000 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 37,100 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 11. 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 March 31, 2016, the 2013 Plan provides for the grant of up to 3,450,549 shares of Company Common Stock, of which 511,474 shares remained available for future grant at March 31, 2016. 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 March 31, 2016 under the Original 2013 Plan and the 2003 Plan, 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 three months of 2016, the Company granted options to purchase 709,350 shares of Company Common Stock to employees and options to purchase 35,200 shares of Company Common Stock to directors. At the date of grant the fair value of those options aggregated to $1,271 and $87, respectively. The stock options granted vest over 48 months (the “Time Based Options”). Subject to the grantees’ continuous service with the Company, Time Based Options vest 25% on the option grant date and the remainder in 36 equal monthly installments beginning in the 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 three months ended March 31, 2016: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding — December 31, 2015 2,316,569 $ 8.59 Granted 744,550 $ 2.82 Exercised — $ — Forfeited or expired — $ — Outstanding — March 31, 2016 3,061,119 $ 7.19 8.61 $ 653 Exercisable — March 31, 2016 984,046 $ 5.51 6.85 $ 534 Vested and expected to vest — March 31, 2016 2,943,744 $ 7.04 8.59 $ 646 The estimated fair values of employee stock options granted during the three months ended March 31, 2016 and 2015, were determined on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Three months Ended March 31, 2016 2015 Expected option life (years) 6.22 6.22 Risk-free interest rate 1.61% - 1.94% 1.79% Expected volatility 70.0% 132% Expected dividend yield 0% 0% The risk-free interest rate was obtained from U.S. Treasury rates for the applicable periods. The Company’s expected volatility was based upon the historical volatility for industry peers and used an average of those volatilities. The expected life of the Company’s options was determined using the simplified method as a result of limited historical data regarding the Company’s activity. The dividend yield considers that the Company has not historically paid dividends, and does not expect to pay dividends in the foreseeable future As of March 31, 2016 there was $6,198 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 3.0 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 49,654 RSUs vested during the three months ended March 31, 2016. 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 $636 for the RSUs that vested during the three months ended March 31, 2016. The following table summarizes RSU activity for the three months ended March 31, 2016: Number of Units Weighted-Average Grant Date Fair Value Total Grant Date Fair Value Outstanding — December 31, 2015 109,682 $ 11.97 $ 1,314 Granted — — — Vested (49,654 ) $ 12.65 (628 ) Forfeited or expired — — — Outstanding — March 31, 2016 60,028 $ 11.42 $ 686 The following table presents total stock-based compensation expense for the three months ended March 31, 2016: Three Months Ended March 31, 2016 2015 Research and development $ 214 $ 31 General and administrative 1,019 3 Total stock based compensation expense $ 1,233 $ 34 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12. Fair Value Measurements Information about the liabilities measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015, and the input categories associated with those liabilities, is as follows: March 31, 2016 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Embedded compound derivative $ — $ — $ 11 $ 11 December 31, 2015 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Embedded compound derivative $ — $ — $ 11 $ 11 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 March 31, 2016 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% * The risk-free interest rate was obtained from U.S. Treasury rates for the applicable periods. The Company’s expected volatility was based upon the historical volatility for industry peers and used an average of those volatilities. The expected life of the Company’s options was determined using the simplified method as a result of limited historical data regarding the Company’s activity. The dividend yield considers that the Company has not historically paid dividends, and does not expect to pay dividends in the foreseeable future * 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 March 31, 2016. A roll-forward of the preferred stock warrant liability and derivative liability categorized with Level 3 inputs is as follows: Derivative Instruments Balance — December 31, 2015 $ 11 Change in fair value — Balance — March 31, 2016 $ 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 | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. 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 months ended March 31, 2016 and 2015 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 March 31, 2016 2015 Numerator: Net loss attributable to common stockholders $ (5,669 ) $ (1,803 ) Denominator: Weighted average common shares outstanding — basic and diluted 14,754,484 188,742 Net loss per share attributable to common stockholders — basic and diluted $ (0.38 ) $ (9.55 ) 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 March 31, 2016 2015 Convertible preferred stock (as converted to common stock) — 4,155,539 Options to purchase common stock 3,061,119 736,992 Warrants to purchase common stock 3,245,180 — Convertible notes and accrued interest (as converted to common stock) — 5,104,661 Settlement of term loan 85,251 — In addition to the potentially dilutive securities noted above, as of March 31, 2015, 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. Because the necessary conditions for determining the number of underlying shares had not been satisfied during the three months ended March 31, 2015, the Company has excluded these warrants from the table above. The warrants were cancelled on June 15, 2015, the Effective Time of the Merger. |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 14. Commitments 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 2016 458 2017 632 2018 654 2019 676 2020 698 Total $ 3,118 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events The Company has completed an evaluation of all subsequent events through the date of issuance. The Company concluded that no significant subsequent event has occurred that requires disclosure. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements — Going Concern The FASB issued ASU 2016-02, Leases (Topic 842) |
Use of Estimates | Use of Estimates In preparing financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results may differ from these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include valuing equity securities in share-based payments, estimating fair value of equity instruments recorded as derivative liabilities, estimating the fair value of net assets acquired in business combinations, estimating the useful lives of depreciable and amortizable assets, valuation allowance against deferred tax assets, goodwill impairment, and estimating the fair value of long-lived assets to assess whether impairment charges may apply. |
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 March 31, 2016. |
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 three months ended March 31, 2016, the Company determined that there was no impairment of its IPR&D. |
Merger (Tables)
Merger (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 $ 30,422 (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: 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 141 Total assets acquired 33,444 Accrued expenses and other current liabilities (63 ) Deferred tax liability (2,959 ) Total liabilities assumed (3,022 ) Total net assets acquired $ 30,422 |
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, 2015: Three months ended March 31, 2015 Total revenues, net $ 105 Net loss (15,795 ) |
Prepaid Expenses and Other Cu23
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Text Block [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses consisted of the following: At March 31, 2016 At December 31, 2015 Prepaid Insurance $ 110 $ 220 Prepaid Clinical Trials 252 169 Prepaid Other 186 92 Accounts Receivable 257 275 Deferred Clinical Costs — 598 Other current assets 206 206 Total prepaid and other current assets $ 1,011 $ 1,560 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Carrying Amount of Term Loan | The carrying amounts of the Company’s Term Loan as of March 31, 2016 and December 31, 2015 were as follows: Hercules Term Loan Debt Discount Issuance Costs Total Balance — January 1, 2016 $ 7,000 $ (248 ) $ (31 ) $ 6,721 Accretion of debt discount 26 — 26 Accretion of issuance costs 4 4 Balance — March 31, 2016 $ 7,000 $ (222 ) $ (27 ) 6,751 Current portion of debt 1,682 Loan Payable, net of current portion $ 5,069 |
Schedule of Future Principle Payments | Future principal payments in connection with the Term Loan are as follows: Remainder of 2016 $ 1,046 2017 2,698 2018 3,256 $ 7,000 |
Schedule of Accretion of Debt Discount | Accretion of Debt Discount was as follows: For the three months ended March 31, 2016 2015 Hercules Term Loan $ 26 $ — Hercules Lender Fees — (35 ) Notes, including 5X Notes — 18 Additional Debt Discount 2015 Notes — (1,547 ) 2015 Bridge Notes — 136 $ 26 $ 1,428 |
Schedule of Interest Expense | Interest expense for the three months ended March 31, 2016 and 2015 consisted of the following: For the three months ended March 31, 2016 2015 Hercules Term Loan $ 223 $ — Notes, including 5X Notes — 18 2015 Bridge Notes — 166 $ 223 $ 184 |
Accrued Expenses and Other Cu25
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: At March 31, 2016 At December 31, 2015 Accrued vacation $ 70 $ 45 Accrued wages and incentive 226 673 Accrued clinical & consulting 581 622 Accrued legal & patent 51 62 Accrued end of term fee 80 55 Deferred Rent 14 4 Accrued other expenses 38 25 Total accrued expenses $ 1,060 $ 1,486 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Calculation of Fair Value Assumptions Using Black Scholes Option Model | The estimated fair values of employee stock options granted during the three months ended March 31, 2016 and 2015, were determined on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Three months Ended March 31, 2016 2015 Expected option life (years) 6.22 6.22 Risk-free interest rate 1.61% - 1.94% 1.79% Expected volatility 70.0% 132% Expected dividend yield 0% 0% |
Summary of Stock Option Activity | The following table summarizes stock option activity for the three months ended March 31, 2016: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding — December 31, 2015 2,316,569 $ 8.59 Granted 744,550 $ 2.82 Exercised — $ — Forfeited or expired — $ — Outstanding — March 31, 2016 3,061,119 $ 7.19 8.61 $ 653 Exercisable — March 31, 2016 984,046 $ 5.51 6.85 $ 534 Vested and expected to vest — March 31, 2016 2,943,744 $ 7.04 8.59 $ 646 |
Summary of Restricted Stock Unit Activity | The following table summarizes RSU activity for the three months ended March 31, 2016: Number of Units Weighted-Average Grant Date Fair Value Total Grant Date Fair Value Outstanding — December 31, 2015 109,682 $ 11.97 $ 1,314 Granted — — — Vested (49,654 ) $ 12.65 (628 ) Forfeited or expired — — — Outstanding — March 31, 2016 60,028 $ 11.42 $ 686 |
Stock-Based Compensation Expense | The following table presents total stock-based compensation expense for the three months ended March 31, 2016: Three Months Ended March 31, 2016 2015 Research and development $ 214 $ 31 General and administrative 1,019 3 Total stock based compensation expense $ 1,233 $ 34 |
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 % |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Summary of the Warrants Outstanding | 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 March 31, 2016 December 31, 2015 Private Placement Warrants June 15, 2015 Equity Common Stock 3,190,030 3,190,030 Hercules Warrants June 15, 2015 Equity Common Stock 25,150 25,150 MTS Warrants August 31, 2015 Equity Common Stock 30,000 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 37,100 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and December 31, 2015, and the input categories associated with those liabilities, is as follows: March 31, 2016 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Embedded compound derivative $ — $ — $ 11 $ 11 December 31, 2015 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Embedded compound derivative $ — $ — $ 11 $ 11 |
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 March 31, 2016 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 March 31, 2016. |
Schedule of Preferred Stock Warrant Liability and Derivative Liability Categorized with Level 3 | A roll-forward of the preferred stock warrant liability and derivative liability categorized with Level 3 inputs is as follows: Derivative Instruments Balance — December 31, 2015 $ 11 Change in fair value — Balance — March 31, 2016 $ 11 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 2015 Numerator: Net loss attributable to common stockholders $ (5,669 ) $ (1,803 ) Denominator: Weighted average common shares outstanding — basic and diluted 14,754,484 188,742 Net loss per share attributable to common stockholders — basic and diluted $ (0.38 ) $ (9.55 ) |
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 March 31, 2016 2015 Convertible preferred stock (as converted to common stock) — 4,155,539 Options to purchase common stock 3,061,119 736,992 Warrants to purchase common stock 3,245,180 — Convertible notes and accrued interest (as converted to common stock) — 5,104,661 Settlement of term loan 85,251 — |
Commitments (Tables)
Commitments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 2016 458 2017 632 2018 654 2019 676 2020 698 Total $ 3,118 |
Organization - Additional Infor
Organization - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Organization [Abstract] | ||||
Unrestricted cash and cash equivalents | $ 14,753 | $ 18,902 | $ 2,745 | $ 451 |
Accumulated deficit | (133,772) | $ (128,103) | ||
Working capital | $ 11,750 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | Jun. 15, 2015$ / shares | Mar. 31, 2016$ / shares | Dec. 31, 2015$ / 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 |
Merger - Additional Information
Merger - Additional Information (Detail) - USD ($) | Jun. 15, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 |
Business Acquisition [Line Items] | ||||
Number of options, Granted | 744,550 | |||
Deferred tax liability | $ 2,959,000 | |||
In-process research and development | $ 7,534,000 | |||
Effective tax rate | 39.28% | |||
Restricted Stock Units [Member] | ||||
Business Acquisition [Line Items] | ||||
Restricted stock units, options vested | 49,654 | |||
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 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 | ||
Transaction costs in connection with merger | $ 6,863,000 | |||
Transaction costs in connection with merger | $ 9,956,000 | |||
Other expense related to change in fair value of liability classified | 1,128,000 | |||
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 | 49,654 | ||
Ruthigen [Member] | 2015 Bridge Notes [Member] | ||||
Business Acquisition [Line Items] | ||||
Loss on conversion of convertible notes | 1,170,000 | |||
Interest expense | $ 184,000 | |||
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 | $ / shares | $ 12.65 |
Total consideration transferred | $ | $ 30,422 |
Merger - Summary of Acquisiti35
Merger - Summary of Acquisition Date Fair Value of Consideration Transferred (Parenthetical) (Detail) - shares | Jun. 15, 2015 | May. 31, 2014 | Dec. 31, 2015 | Mar. 31, 2016 |
Business Acquisition [Line Items] | ||||
Common stock outstanding | 14,745,754 | 14,795,408 | ||
Ruthigen [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock outstanding | 1,921,716 | |||
Common stock issued | 136,000 | |||
Employees [Member] | Ruthigen [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock issued | 36,000 | |||
Restricted Stock Units [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock outstanding | 229,744 | 279,398 | ||
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 | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 15, 2015 |
Business Acquisition [Line Items] | |||
In-process research and development | $ 7,534 | ||
Goodwill | 15,942 | $ 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 | 141 | ||
Total assets acquired | 33,444 | ||
Accrued expenses and other current liabilities | (63) | ||
Deferred tax liability | (2,959) | ||
Total liabilities assumed | (3,022) | ||
Total net assets acquired | $ 30,422 |
Merger - Summary of Supplementa
Merger - Summary of Supplemental Unaudited Pro Forma Information of Financial Results (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Business Combinations [Abstract] | |
Total revenues, net | $ 105 |
Net loss | $ (15,795) |
Goodwill and IPR&D - Additional
Goodwill and IPR&D - Additional Information (Detail) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 15, 2015 |
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill | $ 15,942,000 | $ 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 |
Prepaid Expenses and Other Cu39
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid Insurance | $ 110 | $ 220 |
Prepaid Clinical Trials | 252 | 169 |
Prepaid Other | 186 | 92 |
Accounts Receivable | 257 | 275 |
Deferred Clinical Costs | 598 | |
Other current assets | 206 | 206 |
Total prepaid and other current assets | $ 1,011 | $ 1,560 |
Debt - Loan and Security Agreem
Debt - Loan and Security Agreement and Warrant Agreement - Additional Information (Detail) | 3 Months Ended | |||
Mar. 31, 2016USD ($)d$ / shares | Mar. 31, 2015USD ($) | Jun. 16, 2015$ / sharesshares | Jun. 11, 2015USD ($) | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 223,000 | $ 184,000 | ||
Hercules Loan and Security Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Fair value of warrant derivative liabilities at issuance, recorded as debt discount | $ 11,000 | |||
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% | |||
Percentage of prepayment fee | 3.00% | |||
Maximum principal amount available for conversion into common shares | $ 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 | $ 223,000 | |||
Interest expense payable in cash | 173,000 | |||
Hercules Loan and Security Agreement [Member] | Term Loan [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Repurchase of securities | 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 | |||
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 of Term Loan (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Short And Long Term Debt [Line Items] | ||
Beginning balance | $ (248) | |
Accretion of debt discount | 26 | |
Accretion of issuance costs, debt discount | 0 | |
Ending balance | (222) | |
Beginning balance | (31) | |
Accretion of issuance costs, issuance costs | 4 | |
Ending balance | (27) | |
Beginning balance | 6,721 | |
Accretion of debt discount | 26 | |
Accretion of issuance costs | 4 | |
Ending balance | 6,751 | |
Current portion of debt | 1,682 | $ 1,029 |
Loan Payable, net of current portion | 5,069 | $ 5,692 |
Hercules Term Loan [Member] | ||
Short And Long Term Debt [Line Items] | ||
Beginning balance | 7,000 | |
Accretion of issuance costs, term loan | 0 | |
Ending balance | $ 7,000 |
Debt - Schedule of Future Princ
Debt - Schedule of Future Principle Payments (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total future principal payments | $ 6,751 | $ 6,721 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Remainder of 2016 | 1,046 | |
2,017 | 2,698 | |
2,018 | 3,256 | |
Total future principal payments | $ 7,000 |
Debt - Schedule of Accretion of
Debt - Schedule of Accretion of Debt Discount (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Debt Instrument [Line Items] | ||
Accretion of debt discount | $ 26 | $ 1,428 |
2015 Bridge Notes [Member] | ||
Debt Instrument [Line Items] | ||
Accretion of debt discount | 136 | |
Hercules Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Accretion of debt discount | $ 26 | |
Hercules Lender Fees [Member] | ||
Debt Instrument [Line Items] | ||
Accretion of debt discount | (35) | |
Notes, Including 5X Notes [Member] | ||
Debt Instrument [Line Items] | ||
Accretion of debt discount | 18 | |
Additional Debt Discount 2015 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Accretion of debt discount | $ (1,547) |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Debt Instrument [Line Items] | ||
Interest expense | $ 223 | $ 184 |
2015 Bridge Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest expense | 166 | |
Hercules Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Interest expense | $ 223 | |
Notes, Including 5X Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest expense | $ 18 |
Accrued Expenses and Other Cu45
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued vacation | $ 70 | $ 45 |
Accrued wages and incentive | 226 | 673 |
Accrued clinical & consulting | 581 | 622 |
Accrued legal & patent | 51 | 62 |
Accrued end of term fee | 80 | 55 |
Deferred Rent | 14 | 4 |
Accrued other expenses | 38 | 25 |
Total accrued expenses | $ 1,060 | $ 1,486 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 15, 2015 | May. 31, 2014 | Dec. 31, 2015 |
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 | ||
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 |
Warrants - Common Stock Warrant
Warrants - Common Stock Warrants Issued in Pulmatrix Operating Private Placement - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Pulmatrix Operating [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | $ 10 | |
Average daily trading volume | 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 | 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 | 3,190,030 | 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 | Mar. 31, 2016 | May. 31, 2014 | Dec. 31, 2015 |
Warrant [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding | 1,219,000 | |||
Warrants issued | 0 | |||
Warrants exercised | 0 | |||
Series A Warrants [Member] | Warrant [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding | 0 | |||
Series B Warrant [Member] | Warrant [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding | 0 | |||
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] | ||||
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 Warra49
Warrants - Common Stock Warrants Issued With Term Loan - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 16, 2015 | Jun. 11, 2015 |
Class of Warrant or Right [Line Items] | ||||
Term loan in the principal amount | $ 6,751 | $ 6,721 | ||
Hercules Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Term loan in the principal amount | $ 7,000 | |||
Number of warrants granted | 25,150 | 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) | 3 Months Ended |
Mar. 31, 2016$ / 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 Warra51
Warrants - Common Stock Warrants Issued for Consulting Services - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Aug. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Class of Warrant or Right [Line Items] | ||||
Stock based compensation expense | $ 1,233 | $ 34 | ||
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 | 3 Months Ended | |||
Mar. 31, 2016 | Dec. 31, 2015 | Aug. 31, 2015 | Jun. 16, 2015 | |
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 | 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 | 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 | 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 | 37,100 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 15, 2015 | Aug. 31, 2015 | Mar. 31, 2016 |
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 | ||
Number of options to purchase common stock, Granted | 744,550 | ||
Unrecognized stock-based compensation expenses | $ 6,198 | ||
Unrecognized stock-based compensation expense, period for recognition | 3 years | ||
Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units, granted | 0 | ||
Restricted stock units, options vested | 49,654 | ||
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 48 months | ||
Employee Stock Option [Member] | Time Based Options Vesting One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 36 months | ||
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 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 | 709,350 | ||
Aggregate amount of fair value of options | $ 1,271 | ||
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 | 35,200 | ||
Aggregate amount of fair value of options | $ 87 | ||
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 | 49,654 | |
Stock-based compensation | $ 636 | ||
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 | 511,474 | ||
2013 Employee, Director and Consultant Equity Incentive Plan [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares granted | 3,450,549 | ||
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) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of options, Outstanding beginning balance | shares | 2,316,569 |
Number of options, Granted | shares | 744,550 |
Number of options, Exercised | shares | 0 |
Number of options, Forfeited or expired | shares | 0 |
Number of options, Outstanding ending balance | shares | 3,061,119 |
Number of options, Exercisable | shares | 984,046 |
Number of options, Vested and expected to vest | shares | 2,943,744 |
Weighted average exercise price, Outstanding beginning balance | $ / shares | $ 8.59 |
Weighted average exercise price, Granted | $ / shares | 2.82 |
Weighted average exercise price, Exercised | $ / shares | 0 |
Weighted average exercise price, Forfeited or expired | $ / shares | 0 |
Weighted average exercise price, Outstanding ending balance | $ / shares | 7.19 |
Weighted average exercise price, Exercisable | $ / shares | 5.51 |
Weighted average exercise price, Vested and expected to vest | $ / shares | $ 7.04 |
Weighted average remaining contractual term, Outstanding beginning balance | 8 years 7 months 10 days |
Weighted average remaining contractual term, Exercisable | 6 years 10 months 6 days |
Weighted average remaining contractual term, Vested and expected to vest | 8 years 7 months 2 days |
Aggregate intrinsic value, Outstanding | $ | $ 653 |
Aggregate intrinsic value, Exercisable | $ | 534 |
Aggregate intrinsic value, Vested and expected to vest | $ | $ 646 |
Stock-Based Compensation - Esti
Stock-Based Compensation - Estimated Fair Values of Employee Stock Options Granted (Detail) - Employee Stock Option [Member] | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option life (years) | 6 years 2 months 19 days | 6 years 2 months 19 days |
Risk-free interest rate | 1.79% | |
Expected volatility | 70.00% | 132.00% |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.61% | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.94% |
Stock-Based Compensation - Su56
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units, Beginning balance | shares | 109,682 |
Number of units, Granted | shares | 0 |
Number of units, Vested | shares | (49,654) |
Number of units, Forfeited or expired | shares | 0 |
Number of Units, Ending Balance | shares | 60,028 |
Weighted average grant date fair value, Outstanding beginning balance | $ / shares | $ 11.97 |
Weighted average grant date fair value, Granted | $ / shares | 0 |
Weighted average grant date fair value, Vested | $ / shares | 12.65 |
Weighted average grant date fair value, Forfeited or expired | $ / shares | 0 |
Weighted average grant date fair value, Outstanding ending balance | $ / shares | $ 11.42 |
Total grant date fair value, Outstanding, Beginning balance | $ | $ 1,314 |
Total grant date fair value, Granted | $ | 0 |
Total grant date fair value, Vested | $ | (628) |
Total grant date fair value, Forfeited or expired | $ | 0 |
Total grant date fair value, Outstanding, Ending balance | $ | $ 686 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | $ 1,233 | $ 34 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | 214 | 31 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | $ 1,019 | $ 3 |
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 | Mar. 31, 2016 | Dec. 31, 2015 |
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 | $ 11 | |
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 | $ 11 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - Fair Value, Measurements, Recurring [Member] - Embedded Compound Derivative [Member] $ in Thousands | Mar. 31, 2016USD ($) |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Derivative liability | $ 11 |
Level 3 [Member] | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Derivative liability | $ 11 |
Fair Value Measurements - Sch60
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 | 3 Months Ended |
Mar. 31, 2016USD ($) | |
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 - Sch61
Fair Value Measurements - Schedule of Preferred Stock Warrant Liability and Derivative Liability Categorized with Level 3 (Detail) - Derivative Instruments [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 11 |
Change in fair value | 0 |
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (5,669) | $ (1,803) |
Denominator: | ||
Weighted average common shares outstanding - basic and diluted | 14,754,484 | 188,742 |
Net loss per share attributable to common stockholders - basic and diluted | $ (0.38) | $ (9.55) |
Net Loss Per Share - Schedule63
Net Loss Per Share - Schedule of Computation of Diluted Weighted-Average Shares Outstanding Anti-Dilutive (Detail) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
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 | 3,245,180 | |
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 | 3,061,119 | 736,992 |
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 | 5,104,661 | |
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 | 4,155,539 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) | Oct. 27, 2015 | Oct. 26, 2015 | Mar. 31, 2016 |
Commitments and Contingencies Disclosure [Abstract] | |||
Lease termination date | Dec. 31, 2020 | Dec. 31, 2016 | |
Lease amendment date | Oct. 27, 2015 |
Commitments - Schedule of Futur
Commitments - Schedule of Future Minimum Lease Payments under Non-Cancelable Operating Lease for Office and Lab Space (Detail) $ in Thousands | Mar. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 458 |
2,017 | 632 |
2,018 | 654 |
2,019 | 676 |
2,020 | 698 |
Total | $ 3,118 |