Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 08, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | PULM | ||
Entity Registrant Name | Pulmatrix, Inc. | ||
Entity Central Index Key | 1,574,235 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 22,280,160 | ||
Entity Public Float | $ 47,823,941 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 3,550 | $ 4,182 |
Prepaid expenses and other current assets | 696 | 577 |
Total current assets | 4,246 | 4,759 |
Property and equipment, net | 614 | 786 |
Long-term restricted cash | 204 | 204 |
Goodwill | 10,914 | 10,914 |
Total assets | 15,978 | 16,663 |
Current liabilities: | ||
Loan Payable, net of debt discount and issuance costs | 3,221 | 2,586 |
Accounts payable | 457 | 747 |
Accrued expenses | 2,162 | 1,317 |
Total current liabilities | 5,840 | 4,650 |
Loan payable, net of current portion, debt discount and issuance costs | 3,217 | |
Derivative liability | 1 | 35 |
Total liabilities | 5,841 | 7,902 |
Stockholders' Equity: | ||
Common stock, $0.0001 par value - 100,000,000 shares authorized at December 31, 2017 and December 31, 2016; 21,047,498 and 14,850,526 shares issued and outstanding including vested and restricted stock of 0 and 99,308, at December 31, 2017 and December 31, 2016, respectively | 2 | 1 |
Additional paid-in capital | 184,137 | 164,706 |
Accumulated deficit | (174,002) | (155,946) |
Total stockholders' equity | 10,137 | 8,761 |
Total liabilities and stockholders' equity | $ 15,978 | $ 16,663 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 21,047,498 | 14,850,526 |
Common stock, shares outstanding | 21,047,498 | 14,850,526 |
Restricted Stock [Member] | ||
Common stock, shares outstanding | 0 | 99,308 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 335 | $ 835 |
Operating expenses | ||
Research and development | 10,243 | 10,152 |
General and administrative | 7,567 | 8,015 |
Write off of intangibles | 7,534 | |
Total operating expenses | 17,810 | 25,701 |
Loss from operations | (17,475) | (24,866) |
Other income (expense) | ||
Interest expense | (643) | (881) |
Impairment of goodwill | 0 | (5,029) |
Fair value adjustment of derivative liability | 34 | (24) |
Other income (expense), net | 28 | (2) |
Loss before income taxes | (18,056) | (30,802) |
Benefit from income taxes | 2,959 | |
Net loss | $ (18,056) | $ (27,843) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.93) | $ (1.88) |
Weighted average shares used to compute basic and diluted net loss per share attributable to common stockholders | 19,371,564 | 14,815,230 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated deficit [Member] |
Beginning balance at Dec. 31, 2015 | $ 32,606 | $ 1 | $ 160,708 | $ (128,103) |
Beginning balance, shares at Dec. 31, 2015 | 14,745,754 | |||
Exercise of common stock options, shares | 277 | |||
Vesting of restricted stock units | 1,171 | 1,171 | ||
Vesting of restricted stock units, shares | 104,495 | |||
Stock-based compensation | 2,827 | 2,827 | ||
Net loss | (27,843) | (27,843) | ||
Ending balance at Dec. 31, 2016 | 8,761 | $ 1 | 164,706 | (155,946) |
Ending balance, shares at Dec. 31, 2016 | 14,850,526 | |||
Issuance of common stock, net of issuance costs | 16,310 | 16,310 | ||
Issuance of common stock, net of issuance costs, shares | 6,053,360 | |||
Exercise of common stock options | $ 304 | $ 1 | 303 | |
Exercise of common stock options, shares | 138,425 | 138,425 | ||
Vesting of restricted stock units, shares | 5,187 | |||
Stock-based compensation | $ 2,818 | 2,818 | ||
Net loss | (18,056) | (18,056) | ||
Ending balance at Dec. 31, 2017 | $ 10,137 | $ 2 | $ 184,137 | $ (174,002) |
Ending balance, shares at Dec. 31, 2017 | 21,047,498 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (18,056) | $ (27,843) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 246 | 250 |
Write-off of intangibles, net of tax provision | 4,575 | |
Impairment of goodwill | 0 | 5,029 |
Stock-based compensation | 2,818 | 3,998 |
Non-cash rent expense | 21 | 43 |
Non-cash interest expense | 171 | 212 |
Non-cash debt issuance expense | 12 | 16 |
Fair value adjustment on derivative liability | (34) | 24 |
Loss on disposal of property and equipment | 82 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (119) | 983 |
Accounts payable | (290) | (346) |
Accrued expenses | 754 | (312) |
Net cash used in operating activities | (14,477) | (13,243) |
Cash flows from investing activities: | ||
Proceeds on sale of equipment | 24 | |
Purchases of property and equipment | (74) | (455) |
Net cash used in investing activities | (74) | (431) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and warrants, net | 16,310 | |
Proceeds from exercise of stock options | 304 | |
Principal payments term loan | (2,695) | (1,046) |
Net cash provided by (used in) financing activities | 13,919 | (1,046) |
Net decrease in cash and cash equivalents | (632) | (14,720) |
Cash and cash equivalents - beginning of period | 4,182 | 18,902 |
Cash and cash equivalents- end of period | $ 3,550 | 4,182 |
Supplemental disclosures of noncash financing and investing activities: | ||
Fixed asset trade in value | 60 | |
Fixed asset purchases in accounts payable at year-end | $ 2 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Pulmatrix, Inc. (the “Company”) was incorporated in 2013 as a Nevada corporation and converted to a Delaware corporation in September 2013. On June 15, 2015, the Company completed a merger with Pulmatrix Operating Company, changed its name from Ruthigen, Inc. to “Pulmatrix, Inc.” and relocated its corporate headquarters to Lexington, Massachusetts. The Company is a clinical stage biotechnological company and is focused on the development of novel inhaled therapeutic products intended to prevent and treat respiratory diseases and infections. Liquidity At December 31, 2017, the Company had unrestricted cash of $3.6 million and working capital deficit of $1.6 million. The Company had incurred recurring losses and as of December 31, 2017 had an accumulated deficit of $174 million. The Company has primarily financed operations to date through the sale of equity securities and term loan. 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. These conditions raise substantial doubt about the Company’s ability to continue as a going concern and meet its obligations. During the year ended December 31, 2017, the Company raised an aggregate of $16.3 million in net proceeds through the sale of its common stock (note 9). 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 ourselves on unfavorable terms. 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. There will be continued doubt about the Company’s ability to continue as a going concern if the Company is unable to do so. The Company’s consolidated financial statements as of December 31, 2017 do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation Principles of Consolidation The consolidated financial statements represent the consolidation of the accounts of the Company and its subsidiary in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. Recent Accounting Standards In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) 2014-09”). 2014-09 605-35, Revenue Recognition - Construction-Type and Production-Type Contracts 2014-09 2014-09 2014-09 2014-09 2014-09 2014-09 2014-09 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date 2014-09 2015-14 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” 2017-04”), 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 Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. 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 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. Concentrations of Credit Risk Cash is a financial instrument that potentially subjects the Company to concentrations of credit risk. For all periods presented, substantially all of the Company’s cash was deposited in an account at a single financial institution that management believes is creditworthy. The Company is exposed to credit risk in the event of default by these financial institutions for amounts in excess of the Federal Deposit Insurance Corporation insured limits. The Company maintains its cash at a high quality financial institution and has not incurred any losses to date. Fair Value of Financial Instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic 820, Fair Value Measurements and Disclosures Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices for similar assets or liabilities in markets that are not active, or for which all significant inputs are observable, either directly or indirectly. Level 3 — Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The fair value of the Company’s convertible notes was determined using current applicable rates for similar instruments with similar conversion and settlement features as of the balance sheet dates. The carrying value of the Company’s convertible notes payable approximated their fair value considering their short-term maturity dates and that the stated interest rate was near current market rates for instruments with similar conversion and settlement features. The fair value of the Company’s convertible notes and warrant liabilities were determined using “Level 3” inputs. Common Stock Warrants The Company classifies as equity any warrants that (i) require physical settlement or net-share net-cash net-share net-cash net-cash net-share Convertible Instruments The Company accounts for hybrid contracts that feature conversion options in accordance with applicable GAAP. Accounting Standards Codification 815 “Derivatives and Hedging Activities,” (“ASC 815”) requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC 470-20 470-20”). 470-20 The conversion features of the Notes Payable to Stockholders did not qualify as an embedded derivative instrument and bifurcated from the host convertible debentures was not necessary. Cash and Cash Equivalents Cash and cash equivalents are held in U.S. banks and consist of liquid investments and money market funds with a maturity from date of purchase of 90 days or less that are readily convertible into cash. Restricted Cash Restricted cash represents cash held in a depository account at a financial institution to collateralize a conditional stand-by non-current At December 31, 2017 and 2016 the Company had a $153 letter of credit as a security deposit on its leased office and laboratory facility that carries an automatic annual extension until February 21, 2021 at which time it will expire. The letter of credit is secured by a deposit in a money market account, as well as $51 deposited in a money market account as security for a credit card. Property and Equipment, net Property and equipment are recorded at cost less accumulated depreciation and amortization. Property and equipment are depreciated over their estimated useful lives using the straight-line method. Leasehold improvements are amortized over the shorter of the estimated remaining lease term or the useful lives of the related assets. Repairs and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to property and equipment. Depreciation is provided over the following estimated useful lives: Asset Description Estimated Useful Lives Laboratory equipment 5 years Computer equipment 3 years Office furniture and equipment 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Deferred Rent Deferred rent, included within accrued expenses in the consolidated balance sheet, consists of the difference between cash payments and the recognition of rent expense on a straight-line basis for the facilities the Company occupies. The Company’s lease for its Lexington, Massachusetts, facility provides for a rent-free period as well as fixed increases in minimum annual rental payments. The total amount of rental payments due over the lease term is being charged to rent expense ratably over the life of the lease. Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with ASC 360. Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. Application of alternative assumptions, such as changes in estimate of future cash flows, could produce significantly different results. Because of the significance of the judgments and estimation processes, it is likely that materially different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. For long-lived assets used in operations, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and estimated fair value. Other than impairment of in-process research & development (“IPR&D”), to date no such impairment have been recognized on long-lived assets other than goodwill (Note 3). Revenue Recognition The Company’s principal sources of revenue during the reporting period were income from fees for services and 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. Milestones Contingent consideration from research and development activities that is earned upon the achievement of a substantive milestone is recognized in its entirety in the period in which the milestone is achieved. At the inception of each arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive. This evaluation includes an assessment of whether: (a) the consideration is commensurate with either (1) the entity’s performance to achieve the milestone or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone, (b) the consideration relates solely to past performance and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement . The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. Service revenues The Company recognized upfront non-refundable non-contingent non-contingent Research and Development Costs Research and development costs are expensed as incurred and include: salaries, benefits, bonus, stock-based compensation, license fees, milestone payments due under license agreements, costs paid to third-party contractors to perform research, conduct clinical trials, and develop drug materials and delivery devices; and associated overhead and facilities costs. Clinical trial costs are a significant component of research and development expenses and include costs associated with third-party contractors, clinical research organizations (“CROs”) and clinical manufacturing organizations (“CMOs”). Invoicing from third-party contractors for services performed can lag several months. We accrue the costs of services rendered in connection with third-party contractor activities based on our estimate of management fees, and costs associated with monitoring site and data management. Stock-Based Compensation The Company recognizes all employee share-based compensation as a cost in the consolidated financial statements. Equity-classified awards principally related to stock options and restricted stock units (“RSUs”) which are measured at the grant date fair value of the award. The Company determines grant date fair value of stock option awards using the Black-Scholes option-pricing model. The fair value of restricted stock awards are determined using the closing price of the Company’s common stock on the grant date. For service based vesting grants, expense is recognized over the requisite service period based on the number of options or shares expected to ultimately vest. For performance based vesting grants, expense is recognized over the requisite period until the performance obligation is met, assuming that it is probable. No expense is recognized for performance based grants until it is probable the vesting criteria will be satisfied. Forfeitures are estimated at the date of grant and revised when actual or expected forfeiture activity differs materially from original estimates. Stock-based payments to non-employees re-measured Basic and Diluted Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. In periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share because common stock equivalents are excluded as their inclusion would be anti-dilutive. Income Taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. The Tax Cuts and Jobs Act (“the Act”) was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate from 34% to 21%, requires companies to pay a one-time At December 31, 2017, the Company has completed its accounting for the tax effects of enactment of the Act, including the effects on its existing deferred tax balances and the one-time 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. The Company initially performs a qualitative assessment of goodwill which considers macro-economic conditions, industry and market trends, and the current and projected financial performance of the reporting unit. No further analysis is required if it is determined that there is a less than 50 percent likelihood that the carrying value is greater than the fair value. The Company completed a qualitative assessment and determined that there was no impairment of goodwill as of December 31, 2017. In-process In-process Annually, or more frequently if events or circumstances indicate that the asset may be impaired, the Company is required to prepare an impairment assessment on IPR&D. 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. |
Goodwill and IPR&D
Goodwill and IPR&D | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and IPR&D | 3. Goodwill and IPR&D On June 15, 2015, the Company completed a merger with Pulmatrix Operating Company and recognized $15,943 of goodwill. The Company also recorded $7,534 of IPR&D and a related deferred tax liability of $2,959. As of December 31, 2017 and 2016, the Company impaired goodwill for $0 and $5,029, respectively. Goodwill has been assigned to the Company’s single reporting unit. As of December 31, 2016, the Company recorded a net impairment loss of $4,575 relating to the write-off |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
Text Block [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: For the year ended December 31, 2017 2016 Prepaid Insurance $ 203 $ 197 Prepaid Clinical Trials 421 9 Prepaid Other 44 58 Accounts receivable 1 206 Deferred Operating Costs 27 107 $ 696 $ 577 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment consisted of the following: For the Year Ended December 31, 2017 2016 Laboratory equipment $ 2,476 $ 2,414 Computer equipment 216 254 Office furniture and equipment 214 214 Leasehold improvements 578 575 Total property and equipment 3,484 3,457 Less accumulated depreciation and amortization (2,870 ) (2,671 ) Property and equipment — net $ 614 $ 786 Depreciation and amortization expense for the years ended December 31, 2017 and 2016 was $246 and $250, respectively. During the years ended 2017 and 2016, the Company recorded gross fixed asset disposals of $47 and $350 and its related accumulated depreciation of $47 and $184, respectively. |
Significant Agreements
Significant Agreements | 12 Months Ended |
Dec. 31, 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 for PUR1800 and PUR5700 and any licensed products will be managed exclusively by the Company. Under the terms of the License Agreement, the Company paid RespiVert an up-front, non-refundable 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 for the upfront license fee during 2017. The next 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. The payment will be made within 10 days of the first dosing of a patient in a Phase IIb Clinical Trial which is likely be in 2020. Feasibility and Development Agreement On September 5, 2017, the Company entered into a Feasibility and Development Agreement to develop Pulmatrix’s drug candidate, PUR0200, for chronic obstructive pulmonary disease (COPD) for the U.S. market with Vectura Limited (“Vectura”). Vectura and/or its partners will be responsible for all future development costs to advance the product for the U.S. Pulmatrix will provide the data package for PUR0200 and assist with the transfer of development and manufacturing activities to Vectura. As part of the agreement, a technology access fee of $1 million will be payable to Pulmatrix upon successful achievement of pre-agreed mid-teen Long-Acting Muscarinic Agent Collaboration Agreement On March 24, 2015, the Company entered into the long-acting muscarinic agent (“LAMA”) collaboration agreement (the “Mylan Agreement”) with Mylan. The focus of the Mylan Agreement is to continue the evaluation of the LAMA project (the “Product”) for the further development and manufacture as well as the commercialization and marketing of the Product by Mylan in territories outside the United States. Under the terms of the Mylan Agreement, the Company was eligible to receive reimbursement for third-party out of pocket expenses directly related to clinical trials. As consideration for the funding received, the Company agreed to grant to Mylan an option to negotiate for the exclusive right to develop, manufacture, commercialize and market any resulting products outside the United States for 180 days following the delivery of a clinical studies report, in exchange for a tiered share of gross profit of up to 20% of such pharmaceutical sales of the company. The Company recognized $835 of revenue under the Mylan Agreement during the year ended December 31, 2016. As of December 31, 2016, Mylan’s option expired and Pulmatrix owns the exclusive right to develop, manufacture, commercialize and market any resulting products of PUR0200. |
Debt
Debt | 12 Months Ended |
Dec. 31, 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 a principal amount of $7,000 (the “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 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) 9.50%. The Company is required to make interest payments in cash on the first business day of each month, beginning on July 1, 2015. The Term Loan interest rate was 10.75% and 10.00% at December 31, 2017 and 2016, respectively. On August 1, 2016, the Company began making monthly payments on the first business day of each month consisting of principal and interest based upon a 30-month 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% to 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 affect 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 December 31, 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 Company complied with all covenants during the years ended December 31, 2017 and 2016. 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 consolidated statements of operations (Note 12). At December 31, 2017, the fair value of the derivative liability was remeasured and valued at $1. 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 $643 during the year ended December 31, 2017, which includes accretion of debt discount of $101. Of the remaining $542 interest expense, $472 was payable in cash and $70 relates to the Hercules end of term fee. For the year ended December 31, 2017, the Company also accreted debt issuance costs of $12 recorded to general and administrative expenses in accompanying consolidated statement of operations. The Company incurred interest expense of $881 during the year ended December 31, 2016, which includes accretion of debt discount of $112. Of the remaining $769 interest expense, $669 was payable in cash and $100 relates to the Hercules end of term fee. For the year ended December 31, 2016, the Company also accreted debt issuance costs of $16 recorded to general and administrative expenses in accompanying consolidated statement of operations. The carrying amounts of the Company’s Notes as of December 31, 2017 and December 31, 2016 were as follows: Hercules Term Loan Debt Discount Issuance Costs Total Balance — December 31, 2016 $ 5,954 $ (136 ) $ (15 ) $ 5,803 Accretion of debt discount 101 101 Accretion of issuance costs 12 12 Principal payments (2,695 ) (2,695 ) Balance — December 31, 2017 $ 3,259 $ (35 ) $ (3 ) $ 3,221 The remaining principal balance of the term loan of $3,259 is due for payment on July 1, 2018. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following: December 31, 2017 2016 Accrued vacation $ 57 $ 54 Accrued wages and incentive 1,113 796 Accrued clinical & consulting 568 202 Accrued legal & patent 61 51 End of term fee 225 155 Deferred rent 68 46 Accrued other expenses 70 13 Total accrued expenses $ 2,162 $ 1,317 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Text Block [Abstract] | |
Common Stock | 9. Common Stock Registered Direct Offering On January 27, 2017, 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, the Company 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 commissions, fees and other issuance costs totaling $727, 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, No. 333-212546), At-the-Market On March 17, 2017, the Company entered into an At-The-Market at-the-market S-3, No. 333-212546), 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 2017, the Company sold 3,103,360 shares of its common stock under the Sales Agreement at an average selling price of approximately $2.93 per share which resulted in gross proceeds of approximately $9,096 and net proceeds of approximately $8,712 after payment of 3% commission to BTIG and other issuance costs. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Warrants | 10. Warrants During the years ended December 31, 2017 and 2016, no warrants were issued by the Company. The following represents a summary of the warrants outstanding at each of the dates identified: Number of Shares Underlying Warrants For the Year Ended December 31, Issue Date Classification Exercise Price Expiration Date 2017 2016 June 15, 2015 Equity $ 7.55 June 15, 2020 3,190,030 3,190,030 June 15, 2015 Equity $ 8.35 June 16, 2020 25,150 25,150 August 31, 2015 Equity $ 11.80 August 31, 2020 30,000 30,000 March 21, 2014 Equity $ 22.66 March 21, 2019 37,100 37,100 March 21, 2014 Equity $ 22.66 March 21, 2019 2,160 2,160 All warrants are exercisable for common stock. At December 31, 2017, the intrinsic value of the common stock warrants outstanding was $0. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 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 December 31, 2017, the 2013 Plan provides for the grant of up to 4,193,075 shares of the Company’s common stock, of which 453,554 shares remained available for future grant. In addition, the Company sponsors two legacy plans under which no additional awards may be granted. As of December 31, 2017, the two legacy plans have a total of 499,271 options outstanding all of which are fully vested and for which common stock will be delivered upon exercise. Options During the year ended December 31, 2017, the Company granted options to purchase 1,054,555 shares of the Company’s common stock to employees, options to purchase 30,800 shares of the Company’s common stock to directors, and options to purchase 10,000 shares of the Company’s common stock to advisors. The stock options granted vest over time (the “Time Based Options”). Time Based Options vest over either 24 or 48 months. Subject to the grantee’s continuous service with the Company, Time Based Options vest in one of the following ways: (i) 50% at the one year anniversary of the Vesting Start Date and the remainder in 12 equal monthly installments beginning in the thirteenth month after the Vesting Start Date) or (ii) 25% at the one year anniversary of the Vesting Start Date and the remainder in 36 equal monthly installments beginning in the thirteenth month after the Vesting Start Date. Stock options generally expire ten years after the date of grant. The following table summarizes stock option activity for the year ended December 31, 2017: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding — January 1, 2017 2,829,301 $ 6.89 7.85 $ — Granted 1,095,355 $ 2.34 Exercised (138,425 ) $ 2.19 Forfeited or expired (90,597 ) $ 8.04 Outstanding — December 31, 2017 3,695,634 $ 5.69 7.77 $ — Exercisable — December 31, 2017 1,803,612 $ 7.21 6.73 $ — Vested and expected to vest — December 31, 2017 3,646,249 $ 5.69 7.76 $ — The estimated fair values of employee stock options granted during the year ended December 31, 2017 and 2016, were determined on the date of grant using the Black-Scholes option-pricing model with the following assumptions: For the year ended December 31, 2017 2016 Expected option life (years) 6.12 6.22 Risk-free interest rate 1.89% – 2.25% 1.26% – 2.12% Expected volatility 74.0% – 86.3% 70.0% – 76.0% 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 forfeiture rate is calculated for non-performance As of December 31, 2017, there was $4,407 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 2.0 years. Restricted Stock Units In June 2015, the Company granted some former officers 329,052 restricted stock units (the “RSUs”) of which 130,435 RSUs were immediately vested upon the date of the grant, 99,309 RSUs vested during the six months ended December 31, 2015 and the remaining 99,308 RSUs vested during the first six months in 2016. The shares of common stock underlying the RSUs were 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 The following table summarizes RSU activity for the year ended December 31, 2017: Number of Units Weighted- Average Grant Date Fair Value Total Grant Date Fair Value Outstanding — January 1, 2017 5,187 $ 5.50 $ 29 Granted — Vested (5,187 ) 5.50 (29 ) Forfeited or expired — — — Outstanding — December 31, 2017 — $ — $ — The following table presents total stock-based compensation expense for the years ended December 31, 2017 and 2016, respectively: For the years ended December 31, 2017 2016 Research and development $ 710 $ 763 General and administrative 2,095 3,235 Total stock based compensation expense $ 2,805 $ 3,998 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 December 31, 2017 and December 31, 2016, and the input categories associated with those liabilities, is as follows: December 31, 2017 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Embedded compound derivative $ — $ — $ 1 $ 1 December 31, 2016 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Embedded compound derivative $ — $ — $ 35 $ 35 Goodwill As of December 31, 2016, the Company determined that it was more than a 50 percent likelihood that the carrying value of the goodwill was greater than the fair value. As such, the Company performed a two-step At December 31, 2017, based on a qualitative assessment, the Company determined that there was no more than a 50 percent likelihood that the carrying value of the goodwill was greater than the fair value as such impairment of goodwill was not considered necessary. The inputs used are generally unobservable and are therefore considered at level 3 hierarchy. These level 3 inputs were used to measure fair value of carrying value of assets and liabilities of the Company. A roll-forward of Goodwill is as follows: Goodwill Balance — January 1, 2016 $ 15,943 Impairment (5,029 ) Balance — December 31, 2016 10,914 Impairment — Balance — December 31, 2017 $ 10,914 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. 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 December 31, 2017 Probability of an event of default 10% 5% Prepayment penalties 1.0% – 3.0% 1.0% End of term payment $245,000 $245,000 Risk-free interest rate 1.01% 1.53% A roll-forward of the derivative liability categorized with Level 3 inputs is as follows: Derivative Instruments Balance — January 1, 2016 $ 11 Change in fair value 24 Balance — December 31, 2016 35 Change in fair value (34 ) Balance — December 31, 2017 $ 1 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 consolidated statement of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company had no income tax expense due to operating losses incurred for the year ended December 31, 2017. The Company recorded a deferred income tax benefit for the year ended December 31, 2016 of $2,959 relating to a book impairment of a deferred tax liability set up in purchase accounting which was not subject to a valuation allowance. The components of the (benefit) provision for income taxes are as follows: Year Ended December 31, 2017 2016 Current income tax provision Federal $ — $ — State — — Total current income tax provision — — Deferred income tax (benefit) provision Federal — (2,356 ) State — (603 ) Total deferred income tax (benefit) provision — (2.959 ) Total income tax (benefit) provision $ — $ (2.959 ) A reconciliation of the provision for income taxes computed at the statutory federal income tax rate to the provision for income taxes as reflected in the financial statements is as follows: 2017 2016 Income tax computed at federal statutory tax rate 34.0 % 34.0 % State taxes, net of federal benefit 5.0 % 4.3 % Research and development credits 0.9 % 0.7 % Nondeductible interest (0.1 )% (0.1 )% Write-down of intangible asset 0.0 % (5.6 )% Permanent differences (0.3 )% (0.5 )% Federal deferred rate change (97.7 %) 0.0 % Other (3.1 )% (3.0 )% Change in valuation allowance 61.3 % (20.2 )% Total 0.0 % 9.6 % The significant components of the Company’s deferred tax assets as of December 31, 2017 and 2016 were as follows: 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 32,820 $ 43,455 Research and development credit carryforwards 2,789 2,493 Capitalized start-up 983 1,221 Other 2,377 2,862 Total deferred tax assets 38,969 50,031 Valuation allowance (38,969 ) (50,031 ) Net deferred tax liabilities $ — $ — At December 31, 2017, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $131,774 and $81,449 respectively, which were available to reduce future taxable income. The net operating loss carryforwards expire at various dates from 2023 through 2037. The Company has research and development credits for federal and state income tax purposes of approximately $1,925 and $1,094, respectively, which expire at various dates from 2022 through 2037. On December 22, 2017, the Tax Cuts and Jobs Act (“the Act”) was enacted in the United States. The Act reduces the U.S. federal corporate tax rate from 34% to 21%, requires companies to pay a one-time one-time As a result of the Act, the Company remeasured certain deferred tax assets and liabilities based on the rates at which they are anticipated to reverse in the future, which is generally 21%. This resulted in a decrease to the Company’s gross deferred tax assets and a corresponding decrease in its valuation allowance. Management of the Company evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets and determined that it is more likely than not that the Company will not recognize the benefits of the deferred tax assets. As a result, a full valuation allowance was recorded as of December 31, 2017 and 2016. The valuation allowance decreased by $11,062 during the year ended December 31, 2017, primarily due to impact of the decrease in the federal tax rate on the Company’s deferred tax assets, offset by current period losses incurred by the Company. The Company applies FASB Interpretation Number 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109” (codified within ASC 740, Income Taxes), for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. Unrecognized tax benefits represent tax positions for which reserves have been established. A full valuation allowance has been provided against the Company’s deferred tax assets, so that the effect of the unrecognized tax benefits is to reduce the gross amount of the deferred tax asset and the corresponding valuation allowance. The Company is currently not under examination by the Internal Revenue Service or any other jurisdictions for any tax years. The Company files income tax returns in the United States for federal and state income taxes. In the normal course of business, the Company is subject to examination by tax authorities in the United States. Since the Company is in a loss carry-forward position, the Company is generally subject to U.S. federal and state income tax examinations by tax authorities for all years for which a loss carry-forward is utilized. The Company’s returns remain subject to federal and state audits for the years 2014 through 2017. However, carryforward attributes from prior years may still be adjusted upon examination by tax authorities if they are used in an open period. The Company may from time to time be assessed interest or penalties by major tax jurisdictions. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company has not recorded interest or penalties on any unrecognized tax benefits since its inception. The Company anticipates that the amount of unrecognized tax benefits recorded will not materially change in the next twelve months. The roll-forward of the Company’s gross uncertain tax positions is as follows: Gross Uncertain Tax Position Balance — January 1, 2016 $ 1,086 Additions for current year tax positions 86 Balance — December 31, 2016 1,172 Additions for current year tax positions 59 Reductions for prior year tax positions (122 ) Balance — December 31, 2017 $ 1,109 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 14. 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 December 31, 2017 2016 Options to purchase common stock 3,695,634 2,829,301 Warrants to purchase common stock 3,284,440 3,284,440 Settlement of Term Loan 85,251 85,251 Restricted Stock Units — 5,187 Total 7,065,325 6,204,179 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 15. 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 Amount 2018 654 2019 676 2020 698 Total $ 2,028 The Company has contracted with contract research organizations and contract manufacturing organizations to further the development of its most advanced assets. As of December 31, 2017, the outstanding obligation on these contracts totaled $2.8 million. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events During January and February 2018, the Company closed on the sale of 1,232,662 shares of common stock, at an average price of $1.54 per share, as part of an at-the-market Pursuant to the evergreen provision under the Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan, 903,600 shares were added to the total number of authorized shares under the plan. |
Significant Accounting Polici23
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements represent the consolidation of the accounts of the Company and its subsidiary in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. |
Recent Accounting Standards | Recent Accounting Standards In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) 2014-09”). 2014-09 605-35, Revenue Recognition - Construction-Type and Production-Type Contracts 2014-09 2014-09 2014-09 2014-09 2014-09 2014-09 2014-09 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date 2014-09 2015-14 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” 2017-04”), 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 |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. |
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 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. |
Concentrations of Credit Risk | Concentrations of Credit Risk Cash is a financial instrument that potentially subjects the Company to concentrations of credit risk. For all periods presented, substantially all of the Company’s cash was deposited in an account at a single financial institution that management believes is creditworthy. The Company is exposed to credit risk in the event of default by these financial institutions for amounts in excess of the Federal Deposit Insurance Corporation insured limits. The Company maintains its cash at a high quality financial institution and has not incurred any losses to date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic 820, Fair Value Measurements and Disclosures Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices for similar assets or liabilities in markets that are not active, or for which all significant inputs are observable, either directly or indirectly. Level 3 — Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The fair value of the Company’s convertible notes was determined using current applicable rates for similar instruments with similar conversion and settlement features as of the balance sheet dates. The carrying value of the Company’s convertible notes payable approximated their fair value considering their short-term maturity dates and that the stated interest rate was near current market rates for instruments with similar conversion and settlement features. The fair value of the Company’s convertible notes and warrant liabilities were determined using “Level 3” inputs. |
Common Stock Warrants | Common Stock Warrants The Company classifies as equity any warrants that (i) require physical settlement or net-share net-cash net-share net-cash net-cash net-share |
Convertible Instruments | Convertible Instruments The Company accounts for hybrid contracts that feature conversion options in accordance with applicable GAAP. Accounting Standards Codification 815 “Derivatives and Hedging Activities,” (“ASC 815”) requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC 470-20 470-20”). 470-20 The conversion features of the Notes Payable to Stockholders did not qualify as an embedded derivative instrument and bifurcated from the host convertible debentures was not necessary. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are held in U.S. banks and consist of liquid investments and money market funds with a maturity from date of purchase of 90 days or less that are readily convertible into cash. |
Restricted Cash | Restricted Cash Restricted cash represents cash held in a depository account at a financial institution to collateralize a conditional stand-by non-current At December 31, 2017 and 2016 the Company had a $153 letter of credit as a security deposit on its leased office and laboratory facility that carries an automatic annual extension until February 21, 2021 at which time it will expire. The letter of credit is secured by a deposit in a money market account, as well as $51 deposited in a money market account as security for a credit card. |
Property and Equipment, net | Property and Equipment, net Property and equipment are recorded at cost less accumulated depreciation and amortization. Property and equipment are depreciated over their estimated useful lives using the straight-line method. Leasehold improvements are amortized over the shorter of the estimated remaining lease term or the useful lives of the related assets. Repairs and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to property and equipment. Depreciation is provided over the following estimated useful lives: Asset Description Estimated Useful Lives Laboratory equipment 5 years Computer equipment 3 years Office furniture and equipment 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. |
Deferred Rent | Deferred Rent Deferred rent, included within accrued expenses in the consolidated balance sheet, consists of the difference between cash payments and the recognition of rent expense on a straight-line basis for the facilities the Company occupies. The Company’s lease for its Lexington, Massachusetts, facility provides for a rent-free period as well as fixed increases in minimum annual rental payments. The total amount of rental payments due over the lease term is being charged to rent expense ratably over the life of the lease. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with ASC 360. Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. Application of alternative assumptions, such as changes in estimate of future cash flows, could produce significantly different results. Because of the significance of the judgments and estimation processes, it is likely that materially different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. For long-lived assets used in operations, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and estimated fair value. Other than impairment of in-process research & development (“IPR&D”), to date no such impairment have been recognized on long-lived assets other than goodwill (Note 3). |
Revenue Recognition | Revenue Recognition The Company’s principal sources of revenue during the reporting period were income from fees for services and 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. Milestones Contingent consideration from research and development activities that is earned upon the achievement of a substantive milestone is recognized in its entirety in the period in which the milestone is achieved. At the inception of each arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive. This evaluation includes an assessment of whether: (a) the consideration is commensurate with either (1) the entity’s performance to achieve the milestone or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone, (b) the consideration relates solely to past performance and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement . The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. |
Service revenues | Service revenues The Company recognized upfront non-refundable non-contingent non-contingent |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred and include: salaries, benefits, bonus, stock-based compensation, license fees, milestone payments due under license agreements, costs paid to third-party contractors to perform research, conduct clinical trials, and develop drug materials and delivery devices; and associated overhead and facilities costs. Clinical trial costs are a significant component of research and development expenses and include costs associated with third-party contractors, clinical research organizations (“CROs”) and clinical manufacturing organizations (“CMOs”). Invoicing from third-party contractors for services performed can lag several months. We accrue the costs of services rendered in connection with third-party contractor activities based on our estimate of management fees, and costs associated with monitoring site and data management. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes all employee share-based compensation as a cost in the consolidated financial statements. Equity-classified awards principally related to stock options and restricted stock units (“RSUs”) which are measured at the grant date fair value of the award. The Company determines grant date fair value of stock option awards using the Black-Scholes option-pricing model. The fair value of restricted stock awards are determined using the closing price of the Company’s common stock on the grant date. For service based vesting grants, expense is recognized over the requisite service period based on the number of options or shares expected to ultimately vest. For performance based vesting grants, expense is recognized over the requisite period until the performance obligation is met, assuming that it is probable. No expense is recognized for performance based grants until it is probable the vesting criteria will be satisfied. Forfeitures are estimated at the date of grant and revised when actual or expected forfeiture activity differs materially from original estimates. Stock-based payments to non-employees re-measured |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. In periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share because common stock equivalents are excluded as their inclusion would be anti-dilutive. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. The Tax Cuts and Jobs Act (“the Act”) was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate from 34% to 21%, requires companies to pay a one-time At December 31, 2017, the Company has completed its accounting for the tax effects of enactment of the Act, including the effects on its existing deferred tax balances and the one-time |
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. The Company initially performs a qualitative assessment of goodwill which considers macro-economic conditions, industry and market trends, and the current and projected financial performance of the reporting unit. No further analysis is required if it is determined that there is a less than 50 percent likelihood that the carrying value is greater than the fair value. The Company completed a qualitative assessment and determined that there was no impairment of goodwill as of December 31, 2017. |
In-process Research & Development | In-process In-process Annually, or more frequently if events or circumstances indicate that the asset may be impaired, the Company is required to prepare an impairment assessment on IPR&D. 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. |
Accounting for Uncertainty in Income Taxes | The Company applies FASB Interpretation Number 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109” (codified within ASC 740, Income Taxes), for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. Unrecognized tax benefits represent tax positions for which reserves have been established. A full valuation allowance has been provided against the Company’s deferred tax assets, so that the effect of the unrecognized tax benefits is to reduce the gross amount of the deferred tax asset and the corresponding valuation allowance. The Company is currently not under examination by the Internal Revenue Service or any other jurisdictions for any tax years. The Company files income tax returns in the United States for federal and state income taxes. In the normal course of business, the Company is subject to examination by tax authorities in the United States. Since the Company is in a loss carry-forward position, the Company is generally subject to U.S. federal and state income tax examinations by tax authorities for all years for which a loss carry-forward is utilized. The Company’s returns remain subject to federal and state audits for the years 2014 through 2017. However, carryforward attributes from prior years may still be adjusted upon examination by tax authorities if they are used in an open period. The Company may from time to time be assessed interest or penalties by major tax jurisdictions. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company has not recorded interest or penalties on any unrecognized tax benefits since its inception. The Company anticipates that the amount of unrecognized tax benefits recorded will not materially change in the next twelve months. The roll-forward of the Company’s gross uncertain tax positions is as follows: Gross Uncertain Tax Position Balance — January 1, 2016 $ 1,086 Additions for current year tax positions 86 Balance — December 31, 2016 1,172 Additions for current year tax positions 59 Reductions for prior year tax positions (122 ) Balance — December 31, 2017 $ 1,109 |
Significant Accounting Polici24
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Property and Equipment Estimated Useful Lives | Depreciation is provided over the following estimated useful lives: Asset Description Estimated Useful Lives Laboratory equipment 5 years Computer equipment 3 years Office furniture and equipment 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term |
Prepaid Expenses and Other Cu25
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: For the year ended December 31, 2017 2016 Prepaid Insurance $ 203 $ 197 Prepaid Clinical Trials 421 9 Prepaid Other 44 58 Accounts receivable 1 206 Deferred Operating Costs 27 107 $ 696 $ 577 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following: For the Year Ended December 31, 2017 2016 Laboratory equipment $ 2,476 $ 2,414 Computer equipment 216 254 Office furniture and equipment 214 214 Leasehold improvements 578 575 Total property and equipment 3,484 3,457 Less accumulated depreciation and amortization (2,870 ) (2,671 ) Property and equipment — net $ 614 $ 786 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Carrying Amount of Company's Notes | The carrying amounts of the Company’s Notes as of December 31, 2017 and December 31, 2016 were as follows: Hercules Term Loan Debt Discount Issuance Costs Total Balance — December 31, 2016 $ 5,954 $ (136 ) $ (15 ) $ 5,803 Accretion of debt discount 101 101 Accretion of issuance costs 12 12 Principal payments (2,695 ) (2,695 ) Balance — December 31, 2017 $ 3,259 $ (35 ) $ (3 ) $ 3,221 |
Accrued Expenses and Other Cu28
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: December 31, 2017 2016 Accrued vacation $ 57 $ 54 Accrued wages and incentive 1,113 796 Accrued clinical & consulting 568 202 Accrued legal & patent 61 51 End of term fee 225 155 Deferred rent 68 46 Accrued other expenses 70 13 Total accrued expenses $ 2,162 $ 1,317 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 For the Year Ended December 31, Issue Date Classification Exercise Price Expiration Date 2017 2016 June 15, 2015 Equity $ 7.55 June 15, 2020 3,190,030 3,190,030 June 15, 2015 Equity $ 8.35 June 16, 2020 25,150 25,150 August 31, 2015 Equity $ 11.80 August 31, 2020 30,000 30,000 March 21, 2014 Equity $ 22.66 March 21, 2019 37,100 37,100 March 21, 2014 Equity $ 22.66 March 21, 2019 2,160 2,160 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the year ended December 31, 2017: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding — January 1, 2017 2,829,301 $ 6.89 7.85 $ — Granted 1,095,355 $ 2.34 Exercised (138,425 ) $ 2.19 Forfeited or expired (90,597 ) $ 8.04 Outstanding — December 31, 2017 3,695,634 $ 5.69 7.77 $ — Exercisable — December 31, 2017 1,803,612 $ 7.21 6.73 $ — Vested and expected to vest — December 31, 2017 3,646,249 $ 5.69 7.76 $ — |
Calculation of Fair Value Assumptions Using Black Scholes Option Model | The estimated fair values of employee stock options granted during the year ended December 31, 2017 and 2016, were determined on the date of grant using the Black-Scholes option-pricing model with the following assumptions: For the year ended December 31, 2017 2016 Expected option life (years) 6.12 6.22 Risk-free interest rate 1.89% – 2.25% 1.26% – 2.12% Expected volatility 74.0% – 86.3% 70.0% – 76.0% Expected dividend yield 0% 0% |
Summary of Restricted Stock Unit Activity | The following table summarizes RSU activity for the year ended December 31, 2017: Number of Units Weighted- Average Grant Date Fair Value Total Grant Date Fair Value Outstanding — January 1, 2017 5,187 $ 5.50 $ 29 Granted — Vested (5,187 ) 5.50 (29 ) Forfeited or expired — — — Outstanding — December 31, 2017 — $ — $ — |
Stock-Based Compensation Expense | The following table presents total stock-based compensation expense for the years ended December 31, 2017 and 2016, respectively: For the years ended December 31, 2017 2016 Research and development $ 710 $ 763 General and administrative 2,095 3,235 Total stock based compensation expense $ 2,805 $ 3,998 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2017 and December 31, 2016, and the input categories associated with those liabilities, is as follows: December 31, 2017 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Embedded compound derivative $ — $ — $ 1 $ 1 December 31, 2016 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Embedded compound derivative $ — $ — $ 35 $ 35 |
Schedule of Goodwill | A roll-forward of Goodwill is as follows: Goodwill Balance — January 1, 2016 $ 15,943 Impairment (5,029 ) Balance — December 31, 2016 10,914 Impairment — Balance — December 31, 2017 $ 10,914 |
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 December 31, 2017 Probability of an event of default 10% 5% Prepayment penalties 1.0% – 3.0% 1.0% End of term payment $245,000 $245,000 Risk-free interest rate 1.01% 1.53% |
Schedule of Derivative Liability Categorized with Level 3 | A roll-forward of the derivative liability categorized with Level 3 inputs is as follows: Derivative Instruments Balance — January 1, 2016 $ 11 Change in fair value 24 Balance — December 31, 2016 35 Change in fair value (34 ) Balance — December 31, 2017 $ 1 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of (Benefit) Provision for Income Taxes | The components of the (benefit) provision for income taxes are as follows: Year Ended December 31, 2017 2016 Current income tax provision Federal $ — $ — State — — Total current income tax provision — — Deferred income tax (benefit) provision Federal — (2,356 ) State — (603 ) Total deferred income tax (benefit) provision — (2.959 ) Total income tax (benefit) provision $ — $ (2.959 ) |
Summary of Reconciliation of Expected Income Tax Benefit Computed Using Federal Statutory Income Tax Rate To Company's Effective Income Tax Rate | A reconciliation of the provision for income taxes computed at the statutory federal income tax rate to the provision for income taxes as reflected in the financial statements is as follows: 2017 2016 Income tax computed at federal statutory tax rate 34.0 % 34.0 % State taxes, net of federal benefit 5.0 % 4.3 % Research and development credits 0.9 % 0.7 % Nondeductible interest (0.1 )% (0.1 )% Write-down of intangible asset 0.0 % (5.6 )% Permanent differences (0.3 )% (0.5 )% Federal deferred rate change (97.7 %) 0.0 % Other (3.1 )% (3.0 )% Change in valuation allowance 61.3 % (20.2 )% Total 0.0 % 9.6 % |
Summary of Components of Deferred Tax Assets | The significant components of the Company’s deferred tax assets as of December 31, 2017 and 2016 were as follows: 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 32,820 $ 43,455 Research and development credit carryforwards 2,789 2,493 Capitalized start-up 983 1,221 Other 2,377 2,862 Total deferred tax assets 38,969 50,031 Valuation allowance (38,969 ) (50,031 ) Net deferred tax liabilities $ — $ — |
Summary of Roll-forward of Gross Uncertain Tax Positions | The roll-forward of the Company’s gross uncertain tax positions is as follows: Gross Uncertain Tax Position Balance — January 1, 2016 $ 1,086 Additions for current year tax positions 86 Balance — December 31, 2016 1,172 Additions for current year tax positions 59 Reductions for prior year tax positions (122 ) Balance — December 31, 2017 $ 1,109 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2017 2016 Options to purchase common stock 3,695,634 2,829,301 Warrants to purchase common stock 3,284,440 3,284,440 Settlement of Term Loan 85,251 85,251 Restricted Stock Units — 5,187 Total 7,065,325 6,204,179 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 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 non-cancelable Amount 2018 654 2019 676 2020 698 Total $ 2,028 |
Organization - Additional Infor
Organization - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Organization And Basis Of Presentation [Line Items] | ||
Accumulated deficit | $ (174,002) | $ (155,946) |
Unrestricted Cash | 3,600 | |
Working capital deficit | 1,600 | |
At the Market Offering [Member] | BTIG LLC [Member] | ||
Organization And Basis Of Presentation [Line Items] | ||
Proceeds from sale of common stock | $ 8,712 |
Significant Accounting Polici36
Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | |
Summary of Significant Accounting Policies [Line Items] | |||
Number of operating segment | Segment | 1 | ||
Cash restricted for letter of credit | $ 153,000 | $ 153,000 | |
Money market account as security | $ 51,000 | ||
US federal corporate tax rate | 34.00% | 34.00% | |
Transition tax recognized | $ 0 | ||
Impairment of goodwill | $ 0 | $ 5,029,000 | |
Scenario Forecast [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
US federal corporate tax rate | 21.00% |
Significant Accounting Polici37
Significant Accounting Policies - Property and Equipment Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 5 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 3 years |
Office Furniture and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | Shorter of estimated useful life or remaining lease term |
Goodwill IPR&D - Additional Inf
Goodwill IPR&D - Additional Information (Detail) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 15, 2015USD ($) | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Goodwill | $ 10,914 | $ 10,914 | $ 15,943 | |
Impairment of goodwill | $ 0 | 5,029 | ||
Number of reporting units | Segment | 1 | |||
Net impairment loss relating to write-off of IPR&D and related deferred tax liability | $ 4,575 | |||
Pulmatrix Operating [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Goodwill | $ 15,943 | |||
In-process research and development | 7,534 | |||
Deferred tax liability | $ 2,959 |
Prepaid Expenses and Other Cu39
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid Insurance | $ 203 | $ 197 |
Prepaid Clinical Trials | 421 | 9 |
Prepaid Other | 44 | 58 |
Accounts receivable | 1 | 206 |
Deferred Operating Costs | 27 | 107 |
Total prepaid and other current assets | $ 696 | $ 577 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 3,484 | $ 3,457 |
Less accumulated depreciation and amortization | (2,870) | (2,671) |
Property and equipment - net | 614 | 786 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 2,476 | 2,414 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 216 | 254 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 214 | 214 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 578 | $ 575 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 246 | $ 250 |
Gross fixed asset disposals | 47 | 350 |
Gross fixed asset disposals, accumulated depreciation | $ 47 | $ 184 |
Significant Agreements - Additi
Significant Agreements - Additional Information (Detail) - USD ($) | Jun. 09, 2017 | Dec. 31, 2020 | Dec. 31, 2017 | Dec. 31, 2016 |
Other Commitments [Line Items] | ||||
Research and development expense | $ 10,243,000 | $ 10,152,000 | ||
Technology access fee | 1,000,000 | |||
Revenue recognized during period | $ 335,000 | 835,000 | ||
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 | |||
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] | Scenario Forecast [Member] | ||||
Other Commitments [Line Items] | ||||
Development milestone payment | $ 1,000,000,000 | |||
Development milestone payment period | 10 days | |||
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 | |||
Long-Acting Muscarinic Agent Collaboration Agreement [Member] | ||||
Other Commitments [Line Items] | ||||
Share percentage in gross profit | 20.00% | |||
Revenue recognized during period | $ 835,000 |
Debt - Loan and Security Agreem
Debt - Loan and Security Agreement and Warrant Agreement - Additional Information (Detail) | 12 Months Ended | ||||
Dec. 31, 2017USD ($)d$ / sharesshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) | Jun. 16, 2015$ / sharesshares | Jun. 11, 2015USD ($) | |
Debt Instrument [Line Items] | |||||
Accrued end of term fee | $ 225,000 | $ 155,000 | |||
Number of shares available for purchase of common stock in warrants | shares | 0 | 0 | |||
Fair value of warrant derivative liabilities at issuance, recorded as debt discount | $ 1,000 | $ 11,000 | |||
Remaining interest expense | 643,000 | $ 881,000 | |||
Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Total future principal payments | $ 3,259,000 | ||||
Debt instrument, maturity date | Jul. 1, 2018 | ||||
Hercules Loan and Security Agreement [Member] | Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Term loan principal amount | $ 7,000,000 | ||||
Debt instrument basis spread | 9.50% | ||||
Interest rate during the period | 10.75% | 10.00% | |||
Basis of debt instrument interest rate | The prime rate as reported by The Wall Street Journal minus 3.25% plus (b) 9.50%. | ||||
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.On August 1, 2016, the Company began making 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 | ||||
Accrued end of term fee | $ 225,000 | ||||
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 | $ 643,000 | $ 881,000 | |||
Interest expense payable in cash | 472,000 | 669,000 | |||
Remaining interest expense | 542,000 | 769,000 | |||
End of term fee | 70,000 | 100,000 | |||
Accretion of debt discount | 101,000 | 112,000 | |||
Debt issuance costs | $ 12,000 | $ 16,000 | |||
Hercules Loan and Security Agreement [Member] | Term Loan [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Floating annual rate | 9.50% | ||||
Hercules Loan and Security Agreement [Member] | Term Loan [Member] | Minimum [Member] | Private Placement [Member] | |||||
Debt Instrument [Line Items] | |||||
Repurchase of securities | $ 10,000,000 | ||||
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] | Prime Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument basis spread | 3.25% |
Debt - Summary of Carrying Amou
Debt - Summary of Carrying Amount of Company's Notes (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Short And Long Term Debt [Line Items] | |
Beginning balance | $ (136) |
Accretion of debt discount | 101 |
Accretion of issuance costs, debt discount | 0 |
Ending balance | (35) |
Beginning balance | (15) |
Accretion of issuance costs, issuance costs | 12 |
Ending balance | (3) |
Beginning balance | 5,803 |
Accretion of debt discount | 101 |
Accretion of issuance costs | 12 |
Principal payments | (2,695) |
Ending balance | 3,221 |
Hercules Term Loan [Member] | |
Short And Long Term Debt [Line Items] | |
Beginning balance | 5,954 |
Accretion of issuance costs | 0 |
Principal payments | (2,695) |
Ending balance | $ 3,259 |
Accrued Expenses and Other Cu45
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued vacation | $ 57 | $ 54 |
Accrued wages and incentive | 1,113 | 796 |
Accrued clinical & consulting | 568 | 202 |
Accrued legal & patent | 61 | 51 |
End of term fee | 225 | 155 |
Deferred rent | 68 | 46 |
Accrued other expenses | 70 | 13 |
Total accrued expenses | $ 2,162 | $ 1,317 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | Feb. 03, 2017 | Jan. 27, 2017 | Dec. 31, 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 | 3,103,360 | ||||
Proceeds from sale of common stock | $ 8,712,000 | ||||
Fixed commission rate entitled to placement agent | 3.00% | ||||
Average selling price of common stock | $ 2.93 | ||||
Gross proceeds from sale of shares | $ 9,096,000 | ||||
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 | 727,000 | ||||
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) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Number of warrants issued | 0 | 0 |
Intrinsic value of the common stock warrants outstanding | $ 0 |
Warrants - Summary of the Warra
Warrants - Summary of the Warrants Outstanding (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding | 0 | 0 |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Issue Date | Jun. 15, 2015 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 7.55 | |
Warrants, Expiration Date | Jun. 15, 2020 | |
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, Exercise Price | $ 8.35 | |
Warrants, Expiration Date | Jun. 16, 2020 | |
Warrants Outstanding | 25,150 | 25,150 |
MTS Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Issue Date | Aug. 31, 2015 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 11.80 | |
Warrants, Expiration Date | Aug. 31, 2020 | |
Warrants Outstanding | 30,000 | 30,000 |
Representative's Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Issue Date | Mar. 21, 2014 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 22.66 | |
Warrants, Expiration Date | Mar. 21, 2019 | |
Warrants Outstanding | 37,100 | 37,100 |
Underwriter's Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Issue Date | Mar. 21, 2014 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 22.66 | |
Warrants, Expiration Date | Mar. 21, 2019 | |
Warrants Outstanding | 2,160 | 2,160 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 31, 2015shares | Jun. 30, 2015shares | Jun. 30, 2016shares | Dec. 31, 2015shares | Dec. 31, 2017USD ($)Installmentshares | Dec. 31, 2016USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares outstanding | 3,695,634 | 2,829,301 | ||||
Number of options to purchase common stock, Granted | 1,095,355 | |||||
Unrecognized stock-based compensation expenses | $ | $ 4,407 | |||||
Unrecognized stock-based compensation expense, period for recognition | 2 years | |||||
Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award expiration period | 10 years | |||||
Employee Stock Option [Member] | Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options to purchase common stock, Granted | 1,054,555 | |||||
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 | |||||
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 | |||||
Employee Stock Option [Member] | Time Based Options Vesting 24 Month [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 24 months | |||||
Award vesting percentage | 50.00% | |||||
Number of equal vesting installments | Installment | 12 | |||||
Award vesting term | 50% at the one year anniversary of the Vesting Start Date and the remainder in 12 equal monthly installments beginning in the thirteenth month after the Vesting Start Date | |||||
Employee Stock Option [Member] | Time Based Options Vesting 48 Month [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 48 months | |||||
Award vesting percentage | 25.00% | |||||
Number of equal vesting installments | Installment | 36 | |||||
Award vesting term | 25% at the one year anniversary of the Vesting Start Date and the remainder in 36 equal monthly installments beginning in the thirteenth month after the Vesting Start Date | |||||
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 | 5,187 | |||||
Stock-based compensation | $ | $ 13 | $ 1,171 | ||||
Restricted Stock Units [Member] | Former Officers [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 | 99,308 | 99,309 | |||
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] | ||||||
Aggregate shares of Common Stock that may be delivered under options outstanding | 4,193,075 | |||||
Shares available for future grant | 453,554 | |||||
Legacy Share Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate shares of Common Stock that may be delivered under options outstanding | 0 | |||||
Shares outstanding | 499,271 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of options, Outstanding beginning balance | 2,829,301 | |
Number of options, Granted | 1,095,355 | |
Number of options, Exercised | (138,425) | |
Number of options, Forfeited or expired | (90,597) | |
Number of options, Outstanding ending balance | 3,695,634 | 2,829,301 |
Number of options, Exercisable | 1,803,612 | |
Number of options, Vested and expected to vest | 3,646,249 | |
Weighted average exercise price, Outstanding beginning balance | $ 6.89 | |
Weighted average exercise price, Granted | 2.34 | |
Weighted average exercise price, Exercised | 2.19 | |
Weighted average exercise price, Forfeited or expired | 8.04 | |
Weighted average exercise price, Outstanding ending balance | 5.69 | $ 6.89 |
Weighted average exercise price, Exercisable | 7.21 | |
Weighted average exercise price, Vested and expected to vest | $ 5.69 | |
Weighted average remaining contractual term, Outstanding ending balance | 7 years 9 months 7 days | 7 years 10 months 6 days |
Weighted average remaining contractual term, Exercisable | 6 years 8 months 23 days | |
Weighted average remaining contractual term, Vested and expected to vest | 7 years 9 months 3 days | |
Aggregate intrinsic value, Outstanding | $ 0 | |
Aggregate intrinsic value, Exercised | $ 0 | |
Aggregate intrinsic value, Forfeited or expired | $ 0 | |
Aggregate intrinsic value, Outstanding | $ 0 | |
Aggregate intrinsic value, Exercisable | 0 | |
Aggregate intrinsic value, Vested and expected to vest | $ 0 |
Stock-Based Compensation - Esti
Stock-Based Compensation - Estimated Fair Values of Employee Stock Options Granted (Detail) - Employee Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option life (years) | 6 years 1 month 13 days | 6 years 2 months 19 days |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.89% | 1.26% |
Expected volatility | 74.00% | 70.00% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.25% | 2.12% |
Expected volatility | 86.30% | 76.00% |
Stock-Based Compensation - Su52
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units, Beginning balance | shares | 5,187 |
Number of units, Granted | shares | 0 |
Number of units, Vested | shares | (5,187) |
Number of units, Forfeited or expired | shares | 0 |
Weighted average grant date fair value, Outstanding beginning balance | $ / shares | $ 5.50 |
Weighted average grant date fair value, Granted | $ / shares | 0 |
Weighted average grant date fair value, Vested | $ / shares | 5.50 |
Weighted average grant date fair value, Forfeited or expired | $ / shares | $ 0 |
Total grant date fair value, Outstanding, Beginning balance | $ | $ 29 |
Total grant date fair value, Granted | $ | 0 |
Total grant date fair value, Vested | $ | (29) |
Total grant date fair value, Forfeited or expired | $ | $ 0 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | $ 2,805 | $ 3,998 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | 710 | 763 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | $ 2,095 | $ 3,235 |
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 | Dec. 31, 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 | $ 1 | |
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 | $ 1 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||
Impairment of goodwill | $ 0 | $ 5,029 |
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 - Sch56
Fair Value Measurements - Schedule of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Beginning Balance | $ 10,914 | $ 15,943 |
Impairment | 0 | (5,029) |
Ending Balance | $ 10,914 | $ 10,914 |
Fair Value Measurements - Sch57
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 | Dec. 31, 2017 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Probability of an event of default | 10.00% | 5.00% |
Prepayment penalties | 1.00% | |
End of term payment | $ 245,000 | $ 245,000 |
Risk-free interest rate | 1.01% | 1.53% |
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 - Sch58
Fair Value Measurements - Schedule of Derivative Liability Categorized with Level 3 (Detail) - Derivative Instruments [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 35 | $ 11 |
Change in fair value | (34) | 24 |
Ending balance | $ 1 | $ 35 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | |||
Deferred income tax benefit | $ (2,959,000) | ||
Net operating loss carryforwards for federal income tax purposes | $ 131,774,000 | ||
Net operating loss carryforwards for state income tax purposes | $ 81,449,000 | ||
Net operating loss carryforwards, expiration date description | Various dates from 2023 through 2037. | ||
Research and development credit | $ 2,789,000 | $ 2,493,000 | |
Research and development credit, expiration date description | Various dates from 2022 through 2037. | ||
U.S. federal corporate tax rate | 34.00% | 34.00% | |
Transition tax | $ 0 | ||
Decrease in deferred tax assets valuation allowance | (11,062,000) | ||
Scenario Forecast [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
U.S. federal corporate tax rate | 21.00% | ||
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development credit | 1,925,000 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development credit | $ 1,094,000 |
Income Taxes - Components of (B
Income Taxes - Components of (Benefit) Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current income tax provision | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Total current income tax provision | $ 0 | 0 |
Deferred income tax (benefit) provision | ||
Federal | (2,356) | |
State | (603) | |
Total deferred income tax (benefit) provision | (2,959) | |
Total income tax (benefit) provision | $ (2,959) |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Expected Income Tax Benefit Computed Using Federal Statutory Income Tax Rate To Company's Effective Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Income tax computed at federal statutory tax rate | 34.00% | 34.00% |
State taxes, net of federal benefit | 5.00% | 4.30% |
Research and development credits | 0.90% | 0.70% |
Nondeductible interest | (0.10%) | (0.10%) |
Write-down of intangible asset | (0.00%) | (5.60%) |
Permanent differences | (0.30%) | (0.50%) |
Federal deferred rate change | (97.70%) | 0.00% |
Other | (3.10%) | (3.00%) |
Change in valuation allowance | 61.30% | (20.20%) |
Total | 0.00% | 9.60% |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 32,820 | $ 43,455 |
Research and development credit carryforwards | 2,789 | 2,493 |
Capitalized start-up expenses | 983 | 1,221 |
Other | 2,377 | 2,862 |
Total deferred tax assets | 38,969 | 50,031 |
Valuation allowance | (38,969) | (50,031) |
Net deferred tax liabilities | $ 0 | $ 0 |
Income Taxes - Summary of Roll-
Income Taxes - Summary of Roll-forward of Gross Uncertain Tax Positions (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ 1,172 | $ 1,086 |
Additions for current year tax positions | 59 | 86 |
Reductions for prior year tax positions | (122) | |
Balance as of end of year | $ 1,109 | $ 1,172 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Diluted Weighted-Average Shares Outstanding Anti-Dilutive (Detail) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per common share | 7,065,325 | 6,204,179 |
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 | |
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 |
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 | 3,695,634 | 2,829,301 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) $ in Millions | Oct. 27, 2015 | Oct. 26, 2015 | Dec. 31, 2017 |
Commitment And Contingencies [Line Items] | |||
Lease termination date | Dec. 31, 2020 | Dec. 31, 2016 | |
Lease amendment date | Oct. 27, 2015 | ||
Material Transfer Agreement [Member] | |||
Commitment And Contingencies [Line Items] | |||
Outstanding obligation under the contract | $ 2.8 |
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 | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 654 |
2,019 | 676 |
2,020 | 698 |
Total | $ 2,028 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 2 Months Ended | 12 Months Ended |
Feb. 28, 2018 | Dec. 31, 2017 | |
Subsequent Event [Member] | At-the-market Facility [Member] | ||
Sale of stock, number of shares sold in transaction | 1,232,662 | |
Sale of stock, price per share | $ 1.54 | |
Proceeds from sale of common stock | $ 1.8 | |
2013 Employee, Director and Consultant Equity Incentive Plan [Member] | ||
Total number of additional authorized shares under the plan | 903,600 |