Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 02, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | PULM | |
Entity Registrant Name | Pulmatrix, Inc. | |
Entity Central Index Key | 1,574,235 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 20,124,411 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 10,976 | $ 4,182 |
Prepaid expenses and other current assets | 754 | 577 |
Total current assets | 11,730 | 4,759 |
Property and equipment, net | 672 | 786 |
Long-term restricted cash | 204 | 204 |
Goodwill | 10,914 | 10,914 |
Total assets | 23,520 | 16,663 |
Current liabilities: | ||
Loan payable, net of debt discount and issuance costs | 2,745 | 2,586 |
Accounts payable | 564 | 747 |
Accrued expenses and other current liabilities | 2,583 | 1,317 |
Total current liabilities | 5,892 | 4,650 |
Loan payable, net of current portion, debt discount and issuance costs | 1,804 | 3,217 |
Derivative liability | 35 | 35 |
Total liabilities | 7,731 | 7,902 |
Commitments (Note 14) | ||
Stockholders' Equity (Deficit): | ||
Preferred stock, $0.0001 par value - 500,000 authorized and 0 issued and outstanding at June 30, 2017 and December 31, 2016 | ||
Common stock, $0.0001 par value - 100,000,000 shares authorized; 20,124,411 and 14,850,526 shares issued and outstanding including vested restricted stock units of 0 and 99,308, at June 30, 2017 and December 31, 2016, respectively. | 2 | 1 |
Additional paid-in capital | 180,813 | 164,706 |
Accumulated deficit | (165,026) | (155,946) |
Total stockholders' equity | 15,789 | 8,761 |
Total liabilities and stockholders' equity | $ 23,520 | $ 16,663 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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 | 20,124,411 | 14,850,526 |
Common stock, shares outstanding | 20,124,411 | 14,850,526 |
Restricted Stock Units [Member] | ||
Common stock, shares outstanding | 0 | 99,308 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 260 | $ 656 | ||
Operating expenses | ||||
Research and development | $ 3,363 | 2,441 | $ 5,035 | 5,871 |
General and administrative | 2,066 | 2,214 | 3,706 | 4,623 |
Write-off of intangibles, net of tax provision | 4,575 | 4,575 | ||
Total operating expenses | 5,429 | 9,230 | 8,741 | 15,069 |
Loss from operations | (5,429) | (8,970) | (8,741) | (14,413) |
Interest expense | (172) | (224) | (359) | (448) |
Other income, net | 4 | 7 | 20 | 4 |
Net loss | (5,597) | (9,187) | (9,080) | (14,857) |
Net Loss Attributable to Common Stockholders | $ (5,597) | $ (9,187) | $ (9,080) | $ (14,857) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.29) | $ (0.62) | $ (0.50) | $ (1.01) |
Weighted average shares used to compute basic and diluted net loss per share attributable to common stockholders | 19,553,281 | 14,804,606 | 18,179,951 | 14,779,244 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (9,080) | $ (14,857) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 127 | 117 |
Write-off of intangible assets, net of tax provision | 4,575 | |
Stock-based compensation | 1,337 | 2,402 |
Non-cash rent expense | 11 | 22 |
Non-cash interest expense | 94 | 103 |
Non-cash debt issuance expense | 7 | 8 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (177) | 550 |
Accounts payable | (183) | (561) |
Accrued expenses | 1,215 | (347) |
Restricted cash | 46 | |
Net cash used in operating activities | (6,649) | (7,942) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (13) | (172) |
Net cash used in investing activities | (13) | (172) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of issuance costs | 14,467 | |
Proceeds from exercise of stock options | 304 | |
Term loan principal payments | (1,315) | |
Net cash provided by financing activities | 13,456 | |
Net increase in cash and cash equivalents | 6,794 | (8,114) |
Cash and cash equivalents - beginning of period | 4,182 | 18,902 |
Cash and cash equivalents - end of period | $ 10,976 | 10,788 |
Supplemental disclosures of non-cash financing and investing activities: | ||
Fixed asset purchases in accounts payable at quarter-end | $ 135 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Pulmatrix, Inc. and its subsidiaries (the “Company”) is a clinical stage biotechnology company focused on the discovery and development of a novel class of inhaled therapeutic products. The Company’s proprietary dry powder delivery platform, 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. The Company is developing a pipeline of iSPERSE-based therapeutic candidates targeted at prevention and treatment of a range of respiratory diseases and infections with significant unmet medical needs. Liquidity At June 30, 2017, the Company had unrestricted cash and cash equivalents of $10,976, an accumulated deficit of $165,026 and working capital of $5,838. The Company will be required to raise additional capital within the next year to continue the development and commercialization of current product candidates and to continue to fund operations at the current cash expenditure levels. The Company cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that the Company raises additional funds by issuing equity securities, the Company’s stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact the Company’s ability to conduct business. If unable to raise additional capital when required or on acceptable terms, the Company may have to (i) delay, scale back or discontinue the development and/or commercialization of one or more product candidates; (ii) seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; or (iii) relinquish or otherwise dispose of rights to technologies, product candidates or products that the Company would otherwise seek to develop or commercialize on unfavorable terms. On June 9, 2017, the Company entered into a License, Development and Commercialization Agreement (the “License Agreement”) with RespiVert Ltd. (“RespiVert”), a wholly owned subsidiary of Janssen Biotech, Inc., pursuant to which RespiVert granted the Company an exclusive, royalty-bearing license in its intellectual property portfolio of materials and technology related to narrow spectrum kinase inhibitor compounds (the “Licensed IP”), to develop and commercialize products worldwide that incorporate the Licensed IP. Under the terms of the License Agreement, the Company will pay RespiVert an up-front, non-refundable license fee of $1,000,000 in partial consideration for the rights granted by RespiVert to the Company, and will pay RespiVert designated amounts when any licensed product achieves certain developmental milestones (see Note 6). During the six months ended June 30, 2017, the Company sold 5,130,273 shares of its common stock for aggregate net proceeds of $14,467. (See Note 9). The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional equity or debt financing and, ultimately, to generate revenue. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s condensed consolidated financial statements as of June 30, 2017 do not include any adjustments that might become necessary should the Company be unable to continue as a going concern. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three and six months ended June 30, 2017, are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2017. 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, 2016, which are included in the Company’s annual report on Form 10-K filed with the SEC on March 10, 2017. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies In the three and six month periods ended June 30, 2017, 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, 2016, which are included in the Company’s current report on Form 10-K filed with the SEC on March 10, 2017, except as noted below. Recent Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers There have been four new ASUs issued amending certain aspects of ASU 2014-09, ASU 2016-08, “ Principal versus Agent Considerations (Reporting Revenue Gross Versus Net), Identifying Performance Obligations and Licensing,” “Revenue from Contracts with Customers — Narrow Scope Improvements and Practical Expedients” Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” In January 2017, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (ASU) 2017-04: “Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” In May 2017, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (ASU) 2017-09: Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting In July 2017, FASB issued ASU No. 2017-11, 2017-11 470-20, re-characterize Use of Estimates In preparing consolidated 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. Revenue Recognition The Company’s principal sources of revenue during the reporting periods were reimbursement of clinical study costs. In all instances, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, and collectability of the resulting receivable is reasonably assured. 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 completed a qualitative assessment and determined that there was no impairment of goodwill as of June 30, 2017. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 4. Goodwill The Company recognized $10,914 of goodwill and as of June 30, 2017, there was no impairment. Goodwill has been assigned to the Company’s single reporting unit. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2017 | |
Text Block [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses consisted of the following: At June 30, 2017 At December 31, 2016 Prepaid Insurance $ 355 $ 197 Prepaid Clinical Trials 243 9 Prepaid Other 156 58 Stock Subscriptions — 206 Deferred Clinical Costs — 107 Total prepaid and other current assets $ 754 $ 577 |
Significant Agreements
Significant Agreements | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Significant Agreements | 6. Significant Agreements License, Development and Commercialization Agreement On June 9, 2017, the Company entered into a License Agreement with RespiVert, a wholly owned subsidiary of Janssen Biotech, Inc., pursuant to which RespiVert granted the Company an exclusive, royalty-bearing license to its Licensed IP, to develop and commercialize products worldwide that incorporate the Licensed IP. The development, application, design and marketing of the Licensed IP and any licensed products will be managed exclusively by the Company. Under the terms of the License Agreement, the Company will pay RespiVert an up-front, non-refundable license fee of $1,000,000 in partial consideration for the rights granted by RespiVert to the Company, and will pay RespiVert designated amounts when any licensed product achieves certain developmental milestones. Following the commencement of commercial sales of the licensed products, the Company will pay RespiVert designated amounts when certain milestone events occur. The development milestones and commercial milestones range from $1,000,000 to $80,000,000 depending upon the significance of the particular milestone. The Company is also required to pay RespiVert royalties on all sales of licensed products, with such royalties ranging from 6%—10% of sales. The License Agreement terminates upon the expiration of the Company’s obligation to pay royalties for all licensed products, unless earlier terminated. In addition, the License Agreement may be terminated (i) by the Company for any reason upon 120 days’ advance notice to RespiVert; (ii) by RespiVert upon receipt of notice from the Company of either voluntary or involuntary insolvency proceedings of the Company; and (iii) by either party for a material breach which remains uncured following the applicable cure period. The Company recorded $1,000,000 in research and development expense during the three and six month periods ended June 30, 2017. As of June 30, 2017, the Company had $1,000,000 in accrued clinical and consulting fees on its balance sheet for the upfront license fee, which was paid in July 2017. The next likely development milestone payment would be $1,000,000 and result from first dosing of a patient in a Phase IIb Clinical Trial for a licensed product. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2017 | |
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 the original principal amount of $7,000 (“Term Loan”). The term loan is secured by substantially all of the Company’s assets, excluding intellectual property. As of June 30, 2017, the outstanding principal balance of the term loan was $4,639. 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 began 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. As of June 30, 2017, the Company has accrued $195 of the total $245 end of term charge, of which $40 and $51 accrued during the six months ended June 30, 2017 and 2016, respectively. 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 June 30, 2017 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. 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). At June 30, 2017 and December 31, 2016, the fair value of the derivative liability was valued at $35. 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 $172 and $359 during the three and six months ended June 30, 2017 and $34 and $34 during the three and six months ended June 30, 2016. Of the total interest expense, $126 and $265 was payable in cash during the three and six months ended June 30, 2017 and $27 and $27 was payable in cash during the three and six months ended June 30, 2016. The carrying amounts of the Company’s Term Loan as of June 30, 2017 and January 1, 2017 were as follows: Hercules Term Loan Debt Issuance Total Balance — January 1, 2017 $ 5,954 $ (136 ) $ (15 ) $ 5,803 Accretion of debt discount 54 54 Accretion of issuance costs 7 7 Principal payments (1,315 ) (1,315 ) Balance — June 30, 2017 $ 4,639 $ (82 ) $ (8 ) 4,549 Current portion of debt, net of debt discount and issuance costs 2,745 Long term portion of debt, net of current portion $ 1,804 Future principal payments in connection with the Term Loan are as follows: Remainder of 2017 $ 1,380 2018 3,259 $ 4,639 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: At June 30, 2017 At December 31, 2016 Accrued vacation $ 95 $ 54 Accrued wages and incentive 517 796 Accrued clinical & consulting 1,505 202 Accrued legal & patent 151 51 Accrued end of term fee 195 155 Deferred Rent 57 46 Accrued other expenses 63 13 Total accrued expenses and other current liabilities $ 2,583 $ 1,317 |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2017 | |
Text Block [Abstract] | |
Common Stock | 9. Common Stock Registered Direct Offering On January 27, 2017, Pulmatrix, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors for the sale by the Company of 2,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, at a purchase price of $2.50 per share in a registered direct offering. The closing of the sale of the Shares under the Purchase Agreement occurred on February 2, 2017. On February 3, 2017, Pulmatrix, Inc. entered into a Securities Purchase Agreement (the “Second Purchase Agreement”) with certain investors for the sale by the Company of 950,000 shares of the Company’s common stock, par value $0.0001 per share, at a purchase price of $3.50 per share in a registered direct offering. The closing of the sale of the Shares under the Second Purchase Agreement occurred on February 8, 2017. Net of issuance costs totaling $26, aggregate net proceeds of the two noted registered direct offerings were $7,598. The Shares were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission on July 15, 2016, and subsequently declared effective on August 3, 2016 (File No. 333-212546), and a related prospectus. At-the-Market Offering On March 17, 2017, the Company entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”) to act as the Company’s sales agent with respect to the issuance and sale of up to $11,000,000 of the Company’s shares of common stock, from time to time in an at-the-market public offering (the “Offering”). Sales of common stock under the Sales Agreement are made pursuant to an effective shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission on July 15, 2016, and subsequently declared effective on August 3, 2016 (File No. 333-212546), and a related prospectus. BTIG acts as the Company’s sales agent on a commercially reasonable efforts basis, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Global Market. If expressly authorized by the Company, BTIG may also sell the Company’s common stock in privately negotiated transactions. There is no specific date on which the Offering will end, there are no minimum sale requirements and there are no arrangements to place any of the proceeds of this offering in an escrow, trust or similar account. BTIG is entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale of the Company’s common stock pursuant to the Sales Agreement. During the six month period ended June 30, 2017 the Company sold 2,180,273 shares of its common stock under the Sales Agreement at an average selling price of approximately $3.3001 per share which resulted in gross proceeds of approximately $ 7,195 and net proceeds of approximately $6,869 after payment of 3% commission to BTIG and other issuance costs. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Warrants | 10. Warrants There were 3,284,440 common stock warrants outstanding at June 30, 2017. The warrants had a weighted-average exercise price of $7.79 with no intrinsic value and a remaining contractual life of 2.9 years. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation The Company sponsors the Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan). As of June 30, 2017, the 2013 Plan provides for the grant of up to 4,193,075 shares of Company Common Stock, of which 824,585 shares remained available for future grant. In addition, the Company has two legacy plans: The 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”). As of June 30, 2017, a total of 500,474 shares of Company Common Stock may be delivered under options outstanding 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. Options During the first six months of 2017, the Company granted options to purchase 675,555, 30,800 and 10,000 shares of Company Common Stock to employees, directors and consultants, respectively. At the date of grant the weighted average fair value of those options aggregated to $1,257, $57 and $19 respectively. The stock options granted to employees and directors vest over 48 months (the “Time Based Options”). Subject to the grantees’ continuous service with the Company, Time Based Options vest 25% on the first anniversary of 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 stock options granted to consultants vest over 24 months (the “Consultant Time Based Options”). Subject to the grantees’ continuous service with the Company, Consultant Time Based Options vest 50% on the first anniversary of the option grant date and the remainder in 12 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 six months ended June 30, 2017: Number of Options Weighted- Exercise Price Weighted- Remaining Contractual ( Years) Aggregate Intrinsic Value Outstanding — January 1, 2017 2,829,301 $ 6.89 $ — Granted 716,355 $ 2.73 Exercised (138,425 ) $ 2.19 Forfeited or expired (81,425 ) $ 8.41 Outstanding — June 30, 2017 3,325,806 $ 6.16 8.04 $ 173 Exercisable — June 30, 2017 1,543,214 $ 7.05 7.07 $ 158 Vested and expected to vest — June 30, 2017 3,276,373 $ 6.14 8.04 $ 173 The estimated weighted average fair values of employee stock options granted during the three and six months ended June 30, 2017 and 2016, were determined on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Expected option life (years) 6.19 6.22 6.13 6.22 Risk-free interest rate 1.99 % 1.81 % 2.07 % 1.78 % Expected volatility 75.5 % 71.0 % 77.2 % 70.5 % Expected dividend yield 0 % 0 % 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 June 30, 2017 there was $5,489 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 2.2 years. The following table presents total stock-based compensation expense for the three and six months ended June 30, 2017 and 2016: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Research and development $ 177 $ 226 $ 330 $ 439 General and administrative 532 943 994 1,963 Total stock based compensation expense $ 709 $ 1,169 $ 1,324 $ 2,402 Restricted Stock Units (RSU) In August 2015, the Company granted 10,374 RSUs to employees that vested over a two year period. The Company recorded stock-based compensation expense of $6 and $13 for the RSUs during the three and six months ended June 30, 2017. At June 30, 2017, 0 RSUs were outstanding. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 and December 31, 2016, and the input categories associated with those liabilities, is as follows: June 30, 2017 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Embedded compound derivative $ — $ — $ 35 $ 35 December 31, 2016 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Embedded compound derivative $ — $ — $ 35 $ 35 Embedded Compound Derivatives — LSA with Hercules As described in Note 7, 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. At December 31, 2016, the fair value of the derivative liability was remeasured and valued at $35. 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 June 30, 2017 Probability of an event of default 10% 50% Prepayment penalties 1.0% - 3.0% 1.0% - 3.0% End of term payment $245,000 $245,000 Risk-free interest rate 1.01% 1.03% 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. A roll-forward of the preferred stock warrant liability and derivative liability categorized with Level 3 inputs is as follows: Derivative Instruments Balance — January 1, 2017 $ 35 Change in fair value — Balance — June 30, 2017 $ 35 Gains and/or losses arising from changes in the estimated fair value of the warrants and embedded compound derivatives are recorded within other income, net, on the condensed consolidated statement of operations. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2017 | |
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 and six months ended June 30, 2017 and 2016 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 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 June 30, 2017 2016 Options to purchase common stock 3,325,806 3,017,543 Warrants to purchase common stock 3,284,440 3,284,440 Restricted Stock Units — 5,187 Settlement of term loan 85,251 85,251 |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 14. Commitments Future minimum lease payments under the non-cancelable operating lease for office and lab space is as follows: Amount 2017 $ 316 2018 654 2019 676 2020 698 Total $ 2,344 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Recent Accounting Standards | Recent Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers There have been four new ASUs issued amending certain aspects of ASU 2014-09, ASU 2016-08, “ Principal versus Agent Considerations (Reporting Revenue Gross Versus Net), Identifying Performance Obligations and Licensing,” “Revenue from Contracts with Customers — Narrow Scope Improvements and Practical Expedients” Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” In January 2017, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (ASU) 2017-04: “Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” In May 2017, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (ASU) 2017-09: Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting In July 2017, FASB issued ASU No. 2017-11, 2017-11 470-20, re-characterize |
Use of Estimates | Use of Estimates In preparing consolidated 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. |
Revenue Recognition | Revenue Recognition The Company’s principal sources of revenue during the reporting periods were reimbursement of clinical study costs. In all instances, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, and collectability of the resulting receivable is reasonably assured. |
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 completed a qualitative assessment and determined that there was no impairment of goodwill as of June 30, 2017. |
Prepaid Expenses and Other Cu21
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Text Block [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses consisted of the following: At June 30, 2017 At December 31, 2016 Prepaid Insurance $ 355 $ 197 Prepaid Clinical Trials 243 9 Prepaid Other 156 58 Stock Subscriptions — 206 Deferred Clinical Costs — 107 Total prepaid and other current assets $ 754 $ 577 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Carrying Amount of Term Loan | The carrying amounts of the Company’s Term Loan as of June 30, 2017 and January 1, 2017 were as follows: Hercules Term Loan Debt Issuance Total Balance — January 1, 2017 $ 5,954 $ (136 ) $ (15 ) $ 5,803 Accretion of debt discount 54 54 Accretion of issuance costs 7 7 Principal payments (1,315 ) (1,315 ) Balance — June 30, 2017 $ 4,639 $ (82 ) $ (8 ) 4,549 Current portion of debt, net of debt discount and issuance costs 2,745 Long term portion of debt, net of current portion $ 1,804 |
Schedule of Future Principle Payments | Future principal payments in connection with the Term Loan are as follows: Remainder of 2017 $ 1,380 2018 3,259 $ 4,639 |
Accrued Expenses and Other Cu23
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: At June 30, 2017 At December 31, 2016 Accrued vacation $ 95 $ 54 Accrued wages and incentive 517 796 Accrued clinical & consulting 1,505 202 Accrued legal & patent 151 51 Accrued end of term fee 195 155 Deferred Rent 57 46 Accrued other expenses 63 13 Total accrued expenses and other current liabilities $ 2,583 $ 1,317 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the six months ended June 30, 2017: Number of Options Weighted- Exercise Price Weighted- Remaining Contractual ( Years) Aggregate Intrinsic Value Outstanding — January 1, 2017 2,829,301 $ 6.89 $ — Granted 716,355 $ 2.73 Exercised (138,425 ) $ 2.19 Forfeited or expired (81,425 ) $ 8.41 Outstanding — June 30, 2017 3,325,806 $ 6.16 8.04 $ 173 Exercisable — June 30, 2017 1,543,214 $ 7.05 7.07 $ 158 Vested and expected to vest — June 30, 2017 3,276,373 $ 6.14 8.04 $ 173 |
Calculation of Weighted Average Fair Value Assumptions Using Black Scholes Option Model | The estimated weighted average fair values of employee stock options granted during the three and six months ended June 30, 2017 and 2016, were determined on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Expected option life (years) 6.19 6.22 6.13 6.22 Risk-free interest rate 1.99 % 1.81 % 2.07 % 1.78 % Expected volatility 75.5 % 71.0 % 77.2 % 70.5 % Expected dividend yield 0 % 0 % 0 % 0 % |
Stock-Based Compensation Expense | The following table presents total stock-based compensation expense for the three and six months ended June 30, 2017 and 2016: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Research and development $ 177 $ 226 $ 330 $ 439 General and administrative 532 943 994 1,963 Total stock based compensation expense $ 709 $ 1,169 $ 1,324 $ 2,402 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 and December 31, 2016, and the input categories associated with those liabilities, is as follows: June 30, 2017 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Embedded compound derivative $ — $ — $ 35 $ 35 December 31, 2016 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Embedded compound derivative $ — $ — $ 35 $ 35 |
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 June 30, 2017 Probability of an event of default 10% 50% Prepayment penalties 1.0% - 3.0% 1.0% - 3.0% End of term payment $245,000 $245,000 Risk-free interest rate 1.01% 1.03% |
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 — January 1, 2017 $ 35 Change in fair value — Balance — June 30, 2017 $ 35 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
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 June 30, 2017 2016 Options to purchase common stock 3,325,806 3,017,543 Warrants to purchase common stock 3,284,440 3,284,440 Restricted Stock Units — 5,187 Settlement of term loan 85,251 85,251 |
Commitments (Tables)
Commitments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments under the Non-Cancelable Operating Lease for Office and Lab Space | Future minimum lease payments under the non-cancelable operating lease for office and lab space is as follows: Amount 2017 $ 316 2018 654 2019 676 2020 698 Total $ 2,344 |
Organization - Additional Infor
Organization - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 09, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Organization And Basis Of Presentation [Line Items] | |||||
Unrestricted cash and cash equivalents | $ 10,976 | $ 4,182 | $ 10,788 | $ 18,902 | |
Accumulated deficit | (165,026) | $ (155,946) | |||
Working capital | $ 5,838 | ||||
License Agreement [Member] | |||||
Organization And Basis Of Presentation [Line Items] | |||||
License fee | $ 1,000,000 | ||||
At the Market Offering [Member] | BTIG LLC [Member] | |||||
Organization And Basis Of Presentation [Line Items] | |||||
Sale of stock, number of shares sold in transaction | 5,130,273 | ||||
Proceeds from sale of common stock | $ 14,467 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Impairment of goodwill | $ 0 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 10,914 | $ 10,914 |
Prepaid Expenses and Other Cu31
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid Insurance | $ 355 | $ 197 |
Prepaid Clinical Trials | 243 | 9 |
Prepaid Other | 156 | 58 |
Stock Subscriptions | 206 | |
Deferred Clinical Costs | 107 | |
Total prepaid and other current assets | $ 754 | $ 577 |
Significant Agreements - Additi
Significant Agreements - Additional Information (Detail) - USD ($) | Jun. 09, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Other Commitments [Line Items] | |||||
Research and development expense | $ 3,363,000 | $ 2,441,000 | $ 5,035,000 | $ 5,871,000 | |
License Agreement [Member] | |||||
Other Commitments [Line Items] | |||||
License fee | $ 1,000,000,000 | ||||
License agreement termination description | The License Agreement may be terminated (i) by the Company for any reason upon 120 days' advance notice to RespiVert; (ii) by RespiVert upon receipt of notice from the Company of either voluntary or involuntary insolvency proceedings of the Company; and (iii) by either party for a material breach which remains uncured following the applicable cure period. | ||||
License agreement termination notice period | 120 days | ||||
Research and development expense | $ 1,000,000,000 | $ 1,000,000,000 | |||
Development milestone payment | 1,000,000,000 | ||||
License Agreement [Member] | Maximum [Member] | |||||
Other Commitments [Line Items] | |||||
Range of royalties based on sales, percentage | 10.00% | ||||
License Agreement [Member] | Minimum [Member] | |||||
Other Commitments [Line Items] | |||||
Range of royalties based on sales, percentage | 6.00% | ||||
License Agreement [Member] | Accounts Payable and Accrued Liabilities [Member] | |||||
Other Commitments [Line Items] | |||||
Upfront license fee | $ 1,000,000,000 | ||||
Development and Commercial Milestones [Member] | License Agreement [Member] | Maximum [Member] | |||||
Other Commitments [Line Items] | |||||
Milestones payments | $ 1,000,000,000 | ||||
Development and Commercial Milestones [Member] | License Agreement [Member] | Minimum [Member] | |||||
Other Commitments [Line Items] | |||||
Milestones payments | $ 80,000,000,000 |
Debt - Loan and Security Agreem
Debt - Loan and Security Agreement and Warrant Agreement - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)d$ / shares | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 11, 2015USD ($) | |
Debt Instrument [Line Items] | |||||||
Term loan principal outstanding | $ 4,549 | $ 4,549 | $ 5,803 | ||||
Accrued end of term charge | 195 | 195 | 155 | ||||
Fair value of warrant derivative liabilities at issuance, recorded as debt discount | 35 | $ 35 | $ 11 | ||||
Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term loan principal outstanding | 4,639 | $ 4,639 | |||||
Hercules Loan and Security Agreement [Member] | Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term loan principal amount | $ 7,000 | ||||||
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 began 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 | ||||||
Accrued end of term charge | $ 195 | 195 | |||||
End of term charge | $ 40 | $ 51 | |||||
Percentage of prepayment fee | 1.00% | 1.00% | |||||
Percentage of prepayment fee | 3.00% | 3.00% | |||||
Maximum principal amount available for conversion into common shares | $ 1,000 | $ 1,000 | |||||
Debt instrument, convertible, stock price trigger | $ / shares | $ 11.73 | ||||||
Debt instrument, convertible, threshold trading days | d | 7 | ||||||
Interest expense | 172 | $ 34 | $ 359 | 34 | |||
Interest expense payable in cash | $ 265 | $ 27 | $ 265 | $ 27 | |||
Hercules Loan and Security Agreement [Member] | Term Loan [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Floating annual rate | 9.50% | 9.50% | |||||
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 | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Short And Long Term Debt [Line Items] | ||
Beginning balance | $ (136) | |
Accretion of debt discount | 54 | |
Accretion of issuance costs, debt discount | 0 | |
Ending balance | (82) | |
Beginning balance | (15) | |
Accretion of issuance costs, issuance costs | 7 | |
Ending balance | (8) | |
Beginning balance | 5,803 | |
Accretion of debt discount | 54 | |
Accretion of issuance costs | 7 | |
Principal payments | (1,315) | |
Ending balance | 4,549 | |
Current portion of debt, net of debt discount and issuance costs | 2,745 | $ 2,586 |
Long term portion of debt, net of current portion | 1,804 | $ 3,217 |
Hercules Term Loan [Member] | ||
Short And Long Term Debt [Line Items] | ||
Beginning balance | 5,954 | |
Accretion of issuance costs, term loan | 0 | |
Principal payments | (1,315) | |
Ending balance | $ 4,639 |
Debt - Schedule of Future Princ
Debt - Schedule of Future Principle Payments (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total future principal payments | $ 4,549 | $ 5,803 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Remainder of 2017 | 1,380 | |
2,018 | 3,259 | |
Total future principal payments | $ 4,639 |
Accrued Expenses and Other Cu36
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued vacation | $ 95 | $ 54 |
Accrued wages and incentive | 517 | 796 |
Accrued clinical & consulting | 1,505 | 202 |
Accrued legal & patent | 151 | 51 |
Accrued end of term fee | 195 | 155 |
Deferred Rent | 57 | 46 |
Accrued other expenses | 63 | 13 |
Total accrued expenses and other current liabilities | $ 2,583 | $ 1,317 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | Feb. 03, 2017 | Jan. 27, 2017 | Jun. 30, 2017 | Mar. 17, 2017 | Dec. 31, 2016 |
Temporary Equity [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
At the Market Offering [Member] | BTIG LLC [Member] | |||||
Temporary Equity [Line Items] | |||||
Sale of stock, number of shares sold in transaction | 5,130,273 | ||||
Proceeds from sale of common stock | $ 14,467,000 | ||||
Fixed commission rate entitled to placement agent | 3.00% | ||||
Average selling price of common stock | $ 3.3001 | ||||
Gross proceeds from sale of shares | $ 7,195,000 | ||||
At the Market Offering [Member] | BTIG LLC [Member] | Maximum [Member] | |||||
Temporary Equity [Line Items] | |||||
Aggregate offering on sale of common stock | $ 11,000,000 | ||||
Registered Direct Offering [Member] | |||||
Temporary Equity [Line Items] | |||||
Payment of commissions and other issuance cost | 26,000 | ||||
Proceeds from sale of common stock | $ 7,598,000 | ||||
Registered Direct Offering [Member] | Securities Purchase Agreement [Member] | |||||
Temporary Equity [Line Items] | |||||
Sale of stock, number of shares sold in transaction | 950,000 | 2,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Sale of stock, price per share | $ 3.50 | $ 2.50 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of warrants outstanding | shares | 3,284,440 |
Weighted-average exercise price of warrants | $ / shares | $ 7.79 |
Weighted-average remaining contractual term of warrants | 2 years 10 months 25 days |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Aug. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate shares of Common Stock that may be delivered under options outstanding | 500,474 | 500,474 | |
Number of options to purchase common stock, Granted | 716,355 | ||
Unrecognized stock-based compensation expenses | $ 5,489 | $ 5,489 | |
Unrecognized stock-based compensation expense, period for recognition | 2 years 2 months 12 days | ||
Employee Stock Option [Member] | Time Based Options Vesting One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting term | 25% on the first anniversary of the option grant date and the remainder in 36 equal monthly installments beginning in the month after the vesting start date. | ||
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 | 675,555 | ||
Aggregate weighted average amount of fair value of options | $ 1,257 | ||
Award vesting period | 48 months | ||
Award vesting percentage | 25.00% | ||
Employee Stock Option [Member] | Employees [Member] | Time Based Options Vesting One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 36 months | ||
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 | 30,800 | ||
Aggregate weighted average amount of fair value of options | $ 57 | ||
Award vesting period | 48 months | ||
Award vesting percentage | 25.00% | ||
Employee Stock Option [Member] | Director [Member] | Time Based Options Vesting One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 36 months | ||
Employee Stock Option [Member] | Consultants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options to purchase common stock, Granted | 10,000 | ||
Aggregate weighted average amount of fair value of options | $ 19 | ||
Award vesting period | 24 months | ||
Award vesting percentage | 50.00% | ||
Employee Stock Option [Member] | Consultants [Member] | Time Based Options Vesting One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 12 months | ||
Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of units, outstanding | 0 | 0 | |
Restricted Stock Units [Member] | Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 2 years | ||
Restricted stock units, granted | 10,374 | ||
Stock-based compensation | $ 6 | $ 13 | |
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 | 824,585 | 824,585 | |
2013 Employee, Director and Consultant Equity Incentive Plan [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares granted | 4,193,075 | ||
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 | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of options, Outstanding beginning balance | shares | 2,829,301 |
Number of options, Granted | shares | 716,355 |
Number of options, Exercised | shares | (138,425) |
Number of options, Forfeited or expired | shares | (81,425) |
Number of options, Outstanding ending balance | shares | 3,325,806 |
Number of options, Exercisable | shares | 1,543,214 |
Number of options, Vested and expected to vest | shares | 3,276,373 |
Weighted average exercise price, Outstanding beginning balance | $ 6.89 |
Weighted average exercise price, Granted | 2.73 |
Weighted average exercise price, Exercised | 2.19 |
Weighted average exercise price, Forfeited or expired | 8.41 |
Weighted average exercise price, Outstanding ending balance | 6.16 |
Weighted average exercise price, Exercisable | 7.05 |
Weighted average exercise price, Vested and expected to vest | $ 6.14 |
Weighted average remaining contractual term, Outstanding ending balance | 8 years 15 days |
Weighted average remaining contractual term, Exercisable | 7 years 26 days |
Weighted average remaining contractual term, Vested and expected to vest | 8 years 15 days |
Aggregate intrinsic value, Outstanding | $ | $ 173 |
Aggregate intrinsic value, Exercised | $ | $ 0 |
Aggregate intrinsic value, Forfeited or expired | $ 0 |
Aggregate intrinsic value, Outstanding | $ | $ 173 |
Aggregate intrinsic value, Exercisable | $ | 158 |
Aggregate intrinsic value, Vested and expected to vest | $ | $ 173 |
Stock-Based Compensation - Esti
Stock-Based Compensation - Estimated Weighted Average Fair Values of Employee Stock Options Granted (Detail) - Employee Stock Option [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected option life (years) | 6 years 2 months 8 days | 6 years 2 months 19 days | 6 years 1 month 16 days | 6 years 2 months 19 days |
Risk-free interest rate | 1.99% | 1.81% | 2.07% | 1.78% |
Expected volatility | 75.50% | 71.00% | 77.20% | 70.50% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 709 | $ 1,169 | $ 1,337 | $ 2,402 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | 177 | 226 | 330 | 439 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 532 | $ 943 | $ 994 | $ 1,963 |
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 | Jun. 30, 2017 | Dec. 31, 2016 |
Embedded Compound Derivative [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Derivative liability | $ 35 | |
Preferred Stock Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Derivative liability | $ 35 | |
Level 3 [Member] | Embedded Compound Derivative [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Derivative liability | 11 | $ 35 |
Level 3 [Member] | Preferred Stock Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Derivative liability | $ 35 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |||
Fair value of warrant derivative liabilities at issuance, recorded as debt discount | $ 35 | $ 35 | $ 11 |
Fair Value, Measurements, Recurring [Member] | Embedded Compound Derivative [Member] | |||
Fair Value Assets Liabilities Quantitative Information [Line Items] | |||
Derivative liability | 35 | ||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Embedded Compound Derivative [Member] | |||
Fair Value Assets Liabilities Quantitative Information [Line Items] | |||
Derivative liability | $ 11 | $ 35 |
Fair Value Measurements - Sch45
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] - USD ($) $ in Thousands | Jun. 11, 2015 | Jun. 30, 2017 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Probability of an event of default | 10.00% | 50.00% |
End of term payment | $ 245,000 | $ 245,000 |
Risk-free interest rate | 1.01% | 1.03% |
Minimum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Prepayment penalties | 1.00% | 1.00% |
Maximum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Prepayment penalties | 3.00% | 3.00% |
Fair Value Measurements - Sch46
Fair Value Measurements - Schedule of Preferred Stock Warrant Liability and Derivative Liability Categorized with Level 3 (Detail) - Derivative Instruments [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 35 |
Change in fair value | 0 |
Ending balance | $ 35 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Diluted Weighted-Average Shares Outstanding Anti-Dilutive (Detail) - shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
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 | 85,251 |
Restricted Stock Units [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 | 5,187 | |
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 | 3,284,440 | 3,284,440 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per common share | 3,325,806 | 3,017,543 |
Commitments - Schedule of Futur
Commitments - Schedule of Future Minimum Lease Payments under the Non-Cancelable Operating Lease for Office and Lab Space (Detail) $ in Thousands | Jun. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 316 |
2,018 | 654 |
2,019 | 676 |
2,020 | 698 |
Total | $ 2,344 |