Pulmatrix (PULM) 10-Q 11 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 09, 2018
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q1
Trading Symbol	PULM
Entity Registrant Name	Pulmatrix, Inc.
Entity Central Index Key	1,574,235
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		41,927,221

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 1,553	$ 3,550
Accounts Receivable	153
Prepaid expenses and other current assets	346	696
Total current assets	2,052	4,246
Property and equipment, net	554	614
Long-term restricted cash	204	204
Goodwill	10,914	10,914
Total assets	13,724	15,978
Current liabilities:
Loan payable, net of debt discount and issuance costs	2,524	3,221
Accounts payable	1,192	457
Accrued expenses	2,479	2,162
Derivative liability	1	1
Total current liabilities	6,196	5,841
Commitments (Note 13)
Stockholders' equity:
Preferred stock, $0.0001 par value-500,000 authorized and 0 issued and outstanding at March 31, 2018 and December 31, 2017
Common stock, $0.0001 par value-100,000,000 shares authorized; 22,280,160 and 21,047,498 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively.	2	2
Additional paid-in capital	186,749	184,137
Accumulated deficit	(179,223)	(174,002)
Total stockholders' equity	7,528	10,137
Total liabilities and stockholders' equity	$ 13,724	$ 15,978

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	500,000	500,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	22,280,160	21,047,498
Common stock, shares outstanding	22,280,160	21,047,498

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Revenues	$ 153
Operating expenses
Research and development	3,221	$ 1,672
General and administrative	2,046	1,640
Total operating expenses	5,267	3,312
Loss from operations	(5,114)	(3,312)
Interest expense	(106)	(187)
Other income (expense), net	(1)	16
Net loss	$ (5,221)	$ (3,483)
Net loss per share, basic and diluted	$ (0.24)	$ (0.21)
Weighted average shares used to compute basic and diluted net loss per share	21,876,985	16,791,362

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Net loss	$ (5,221)	$ (3,483)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	60	64
Stock-based compensation	765	622
Non-cash rent expense		5
Non-cash interest expense	31	48
Non-cash debt issuance expense	2	4
Changes in operating assets and liabilities:
Accounts Receivable	(153)
Prepaid expenses and other current assets	350	164
Accounts payable	735	(512)
Accrued expenses	306	96
Net cash used in operating activities	(3,125)	(2,992)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of issuance costs	1,847	9,702
Proceeds from the exercise of stock options		300
Term loan principal payments	(719)	(651)
Net cash provided by financing activities	1,128	9,351
Net (decrease) increase in cash and cash equivalents	(1,997)	6,359
Cash and cash equivalents - beginning of period	3,550	4,182
Cash and cash equivalents - end of period	$ 1,553	$ 10,541

Organization

Organization	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	1. Organization Pulmatrix, Inc. and its subsidiaries (the “Company”) is a clinical stage biotechnology company focused on the discovery and development of a novel class of inhaled therapeutic products. The Company’s proprietary dry powder delivery platform, iSPERSE™ (inhaled Small Particles Easily Respirable and Emitted), is engineered to deliver small, dense particles with highly efficient dispersibility and delivery to the airways, which can be used with an array of dry powder inhaler technologies and can be formulated with a variety of drug substances. The Company is developing a pipeline of iSPERSE-based therapeutic candidates targeted at prevention and treatment of a range of respiratory diseases and infections with significant unmet medical needs. Liquidity At March 31, 2018, the Company had unrestricted cash and cash equivalents of $1,553, an accumulated deficit of $179,223 and a deficit in working capital of $4,144. The Company will be required to raise additional capital within the next year to continue the development and commercialization of current product candidates and to continue to fund operations at the current cash expenditure levels. The Company cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that the Company raises additional funds by issuing equity securities, the Company’s stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact the Company’s ability to conduct business. If unable to raise additional capital when required or on acceptable terms, the Company may have to (i) delay, scale back or discontinue the development and/or commercialization of one or more product candidates; (ii) seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; or (iii) relinquish or otherwise dispose of rights to technologies, product candidates or products that the Company would otherwise seek to develop or commercialize on unfavorable terms. During the three months ended March 31, 2018, the Company sold 1,232,662 shares of its common stock for aggregate net proceeds of $1,847. (See Note 7). In April 2018, we closed on an underwritten public offering that brought in gross proceeds of approximately $15,900 (see Note 13). The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional equity or debt financing and, ultimately, to generate revenue. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s condensed consolidated financial statements as of March 31, 2018 do not include any adjustments that might become necessary should the Company be unable to continue as a going concern.

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Regulation S-X, 10-01. 10-K

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	3. Summary of Significant Accounting Policies In the three months ended March 31, 2018, there were no changes to the Company’s significant accounting policies identified in the Company’s most recent annual financial statements for the fiscal year ended December 31, 2017, which are included in the Company’s current report on Form 10-K. Recent Accounting Pronouncements In March 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-05, “Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118” 2018-05”) Tax Cuts and Jobs Act 2018-05 In February 2018, the FASB issued Accounting Standards Update No. 2018-02, “Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” 2018-02”), 2018-02 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 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. Revenue Recognition The Company’s principal sources of revenue during the reporting period were reimbursement of clinical study costs. In all instances, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, and collectability of the resulting receivable is reasonably assured. Goodwill Goodwill represents the difference between the consideration transferred and the fair value of the net assets acquired, and liabilities assumed under the acquisition method of accounting for push-down accounting. Goodwill is not amortized but is evaluated for impairment within the Company’s single reporting unit on an annual basis, during the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the Company’s reporting unit below its carrying amount. When performing the impairment assessment, the accounting standard for testing goodwill for impairment permits a company to first assess the qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the goodwill is impaired. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of goodwill is impaired, the Company must perform a quantitative impairment test. The Company completed a qualitative assessment and determined that there was no impairment of goodwill as of March 31, 2018.

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	3 Months Ended
	Mar. 31, 2018
Text Block [Abstract]
Prepaid Expenses and Other Current Assets	4. Prepaid Expenses and Other Current Assets Prepaid expenses consisted of the following: At March 31, 2018 At December 31, 2017 Prepaid Insurance $ 120 $ 204 Prepaid Clinical Trials 16 421 Prepaid Other 112 44 Deferred Operating Costs 98 27 Total prepaid and other current assets $ 346 $ 696

Debt

Debt	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
Debt	5. Debt Loan and Security Agreement and Warrant Agreement On June 11, 2015, Pulmatrix Operating entered into a Loan and Security Agreement (“LSA”) with Hercules Technology Growth Capital, Inc. (“Hercules”), for a term loan in a principal amount of $7,000 (“Term Loan”). The term loan is secured by substantially all of the Company’s assets, excluding intellectual property. As of March 31, 2018, the outstanding principal balance of the term loan was $2,540. The term loan bears interest at a floating annual rate equal to the greater of (i) 9.50% and (ii) the sum of (a) the prime rate as reported by The Wall Street Journal minus 3.25% plus (b) 8.50%. The Company is required to make interest payments in cash on the first business day of each month, beginning on July 1, 2015. Since August 1, 2016, the Company has been required to make 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% – 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 March 31, 2018 the contingency was not resolved. The credit facility includes affirmative and negative covenants. The affirmative covenants include, among others, covenants requiring the Company to maintain its legal existence and governmental approvals deliver certain financial reports and maintain insurance coverage. The negative covenants include, among others, restrictions on transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, selling assets, and undergoing a change in control, in each case subject to certain exceptions. In general, the Term Loan prohibits the Company from (i) repurchasing or redeeming any class of capital stock, including common stock or (ii) declaring or paying any cash dividend or making cash distribution on any class of capital stock, including common stock. The LSA includes provisions requiring the embedded interest rate reset upon an event of default and the put option upon an event of default or qualified change of control each represent an embedded derivative instrument requiring bifurcation from the loan. The embedded derivatives were bundled and valued as one compound derivative in accordance with the applicable accounting guidance for derivatives and hedging. The fair value of the compound derivative at issuance of $11 was recorded as a derivative liability and as a discount to the debt. The derivative liability is remeasured at fair value at each reporting date, with changes in fair value being recorded as other income (expense) in the statements of operations (Note 10). At March 31, 2018 and December 31, 2017, the fair value of the derivative liability was 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 $106 and $187 during the three months ended March 31, 2018 and 2017, respectively. Of the total interest expense, $75 and $139 was payable in cash during the three months ended March 31, 2018 and 2017, respectively. The carrying amounts of the Company’s Term Loan as of March 31, 2018 and December 31, 2017 were as follows: Hercules Debt Issuance Total Balance — January 1, 2018 $ 3,259 $ (35 ) $ (3 ) $ 3,221 Accretion of debt discount 20 20 Accretion of issuance costs 2 2 Principal payments (719 ) (719 ) Balance — March 31, 2018 $ 2,540 $ (15 ) $ (1 ) $ 2,524

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	3 Months Ended
	Mar. 31, 2018
Payables and Accruals [Abstract]
Accrued Expenses and Other Current Liabilities	6. Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following: At March 31, 2018 At December 31, 2017 Accrued vacation $ 96 $ 57 Accrued wages and incentive 1,124 1,113 Accrued clinical & consulting 774 568 Accrued legal & patent 117 61 Accrued end of term fee 236 225 Deferred Rent 67 68 Accrued other expenses 65 70 Total accrued expenses $ 2,479 $ 2,162

Common Stock

Common Stock	3 Months Ended
	Mar. 31, 2018
Text Block [Abstract]
Common Stock	7. Common Stock 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 the three month period ended March 31, 2018, the Company sold 1,232,662 shares of its common stock under the Sales Agreement at an average selling price of approximately $1.54 per share which resulted in gross proceeds of approximately $1,904 and net proceeds of approximately $1,847 after payment of 3% commission to BTIG and other issuance costs.

Warrants

Warrants	3 Months Ended
	Mar. 31, 2018
Equity [Abstract]
Warrants	8. Warrants There were 3,284,440 common stock warrants outstanding at March 31, 2018. The warrants had a weighted-average exercise price of $7.79 with no intrinsic value and a remaining contractual life of 2.20 years. No warrants were issued, exercised, cancelled or forfeited during the period ending March 31, 2018.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-Based Compensation	9. Stock-Based Compensation The Company sponsors the Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan). As of March 31, 2018, the 2013 Plan provides for the grant of up to 5,096,675 shares of Company Common Stock, of which 1,359,051 shares remained available for future grant. In addition, the Company has two legacy plans: The Pulmatrix Operating’s 2013 Employee, Director and Consultant Equity Incentive Plan (the “Original 2013 Plan”) and Pulmatrix Operating’s 2003 Employee, Director, and Consultant Stock Plan (the “2003 Plan”). As of March 31, 2018, a total of 498,882 shares of Company Common Stock may be delivered under options outstanding under the Original 2013 Plan and the 2003 Plan, however no additional awards may be granted under the Original 2013 Plan or the 2003 Plan. Options During the three months ended March 31, 2018, the Company granted no options to employees, directors or consultants. During the three months ended March 31, 2017, the Company granted options to purchase 343,555 shares of Company Common Stock to employees and options to purchase 22,000 shares of Company Common Stock to directors. At the date of grant the fair value of those options aggregated to $659 and $42 respectively. The stock options granted vest over 48 months (the “Time Based Options”). Subject to the grantees’ continuous service with the Company, Time Based Options vest 25% on the first anniversary of the option grant date and the remainder in 36 equal monthly installments beginning in the month after the vesting start date. Stock options generally expire ten years after the date of grant. The following table summarizes stock option activity for the three months ended March 31, 2018: Number of Weighted- Weighted- Aggregate Outstanding — January 1, 2018 3,695,634 $ 5.69 7.77 $ — Granted — $ — Exercised — $ — Forfeited or expired (2,286 ) $ 3.95 Outstanding — March 31, 2018 3,693,348 $ 5.69 7.53 $ — Exercisable — March 31, 2018 2,024,694 $ 7.07 6.66 $ — Vested and expected to vest — March 31, 2018 3,653,330 $ 5.70 7.52 $ — The estimated fair values of employee stock options granted during the three months ended March 31, 2018 and 2017, were determined on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Three Months Ended March 31, 2018 2017 Expected option life (years) — 5.80 - 6.71 Risk-free interest rate — 2.10% - 2.23% Expected volatility — 76.6% - 79.9% Expected dividend yield — 0% The risk-free interest rate was obtained from U.S. Treasury rates for the applicable periods. The Company’s expected volatility was based upon the historical volatility for industry peers and used an average of those volatilities. The expected life of the Company’s options was determined using the simplified method as a result of limited historical data regarding the Company’s activity. The dividend yield considers that the Company has not historically paid dividends and does not expect to pay dividends in the foreseeable future. As of March 31, 2018, there was $3,703 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 1.9 years. The following table presents total stock-based compensation expense for the three months ended March 31, 2018: Three Months Ended 2018 2017 Research and development $ 210 $ 153 General and administrative 555 462 Total stock based compensation expense $ 765 $ 615 Restricted Stock Units (RSU) In August 2015, the Company granted 10,374 RSUs to other employees that vest over a two year period. The Company recorded stock-based compensation expense of $7 for the RSUs during the three months ended March 31, 2017. At March 31, 2018, no RSUs were outstanding.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Fair Value Measurements	10. Fair Value Measurements Information about the liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017, and the input categories associated with those liabilities, is as follows: March 31, 2018 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Embedded compound derivative $ — $ — $ 1 $ 1 December 31, 2017 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Embedded compound derivative $ — $ — $ 1 $ 1 Embedded Compound Derivatives — LSA with Hercules As described in Note 5, the LSA contains an interest rate reset upon an event of default and a put option upon an event of default or qualified change of control. Each of these features represents an embedded derivative instrument requiring bifurcation from the Term Loan. The embedded derivatives were bundled and valued as one compound derivative in accordance with the applicable accounting guidance for derivatives and hedging. The proceeds from the issuance of the Term Loan were allocated first to the warrant and compound derivative at their respective fair values, with the residual going to the carrying amount of the loan resulting in a discount to the face value of the debt. The fair value of the compound derivative upon issuance of $11 was recognized as a derivative liability and will be adjusted to fair value at each reporting date. At March 31, 2018, the fair value of the derivative liability was remeasured and valued at $1. The fair value of the derivative instruments is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company used an income approach to estimate the fair value of the derivative liability and estimated the probability of an event of default occurring at various dates and then estimates the present value of the amount the holders would receive upon an event of default. The significant assumption used in the model is the probability of the following scenarios occurring: At Issuance Date At March 31, 2018 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% The risk-free interest rate was obtained from U.S. Treasury rates for the applicable periods. The Company’s expected volatility was based upon the historical volatility for industry peers and used an average of those volatilities. The expected life of the Company’s options was determined using the simplified method as a result of limited historical data regarding the Company’s activity. The dividend yield considers that the Company has not historically paid dividends and does not expect to pay dividends in the foreseeable future. A roll-forward of the preferred stock warrant liability and derivative liability categorized with Level 3 inputs is as follows: Derivative Instruments Balance — January 1, 2018 $ 1 Change in fair value — Balance — March 31, 2018 $ 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 condensed consolidated statement of operations.

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2018
Earnings Per Share [Abstract]
Net Loss Per Share	11. Net Loss Per Share The Company computes basic and diluted net loss per share using a methodology that gives effect to the impact of outstanding participating securities (the “two-class two-class The following potentially dilutive securities outstanding prior to the use of the treasury stock method have been excluded from the computation of diluted weighted-average shares outstanding, as they would be anti-dilutive. As of March 31, 2018 2017 Options to purchase common stock 3,693,348 3,003,785 Warrants to purchase common stock 3,284,440 3,284,440 Settlement of term loan 85,251 85,251

Commitments

Commitments	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments	12. Commitments Future minimum lease payments under the non-cancelable Amount 2018 $ 491 2019 676 2020 698 Total $ 1,865

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	13. Subsequent Events On April 3, 2018, the Company closed its previously announced firm commitment underwritten public offering in which, pursuant to the underwriting agreement (the “Underwriting Agreement”) entered into between the Company and Oppenheimer & Co. Inc., as representative of the underwriters (the “Underwriters”), dated March 28, 2018, the Company issued and sold (i) 15,660,000 common units (“Common Units”), with each Common Unit being comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one Series A warrant (collectively, the “Series A Warrants”) to purchase one share of Common Stock and one Series B warrant (collectively, the “Series B Warrants”) to purchase one share of Common Stock, and (ii) 7,840,000 pre-funded “Pre-Funded Pre-Funded pre-funded Pre-Funded In addition, on April 4, 2018, the Company closed on the sale of 1,150,000 additional Common Units pursuant to the Underwriters’ option to purchase up to an additional 1,150,000 Units, which was exercised in full. After giving effect to the exercise of the Underwriters’ overallotment option, the total gross proceeds from the offering were approximately $15.9 million, prior to deducting underwriting discounts and commissions and other estimated offering expenses. The Company is currently evaluating the requirements for classification of the Series A, Series B, and Pre-funded

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements In March 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-05, “Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118” 2018-05”) Tax Cuts and Jobs Act 2018-05 In February 2018, the FASB issued Accounting Standards Update No. 2018-02, “Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” 2018-02”), 2018-02 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
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.
Revenue Recognition	Revenue Recognition The Company’s principal sources of revenue during the reporting period were reimbursement of clinical study costs. In all instances, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, and collectability of the resulting receivable is reasonably assured.
Goodwill	Goodwill Goodwill represents the difference between the consideration transferred and the fair value of the net assets acquired, and liabilities assumed under the acquisition method of accounting for push-down accounting. Goodwill is not amortized but is evaluated for impairment within the Company’s single reporting unit on an annual basis, during the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the Company’s reporting unit below its carrying amount. When performing the impairment assessment, the accounting standard for testing goodwill for impairment permits a company to first assess the qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the goodwill is impaired. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of goodwill is impaired, the Company must perform a quantitative impairment test. The Company completed a qualitative assessment and determined that there was no impairment of goodwill as of March 31, 2018.

Prepaid Expenses and Other Cu20

Prepaid Expenses and Other Current Assets (Tables)	3 Months Ended
	Mar. 31, 2018
Text Block [Abstract]
Schedule of Prepaid Expenses and Other Current Assets	Prepaid expenses consisted of the following: At March 31, 2018 At December 31, 2017 Prepaid Insurance $ 120 $ 204 Prepaid Clinical Trials 16 421 Prepaid Other 112 44 Deferred Operating Costs 98 27 Total prepaid and other current assets $ 346 $ 696

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
Summary of Carrying Amount of Company's Notes	The carrying amounts of the Company’s Term Loan as of March 31, 2018 and December 31, 2017 were as follows: Hercules Debt Issuance Total Balance — January 1, 2018 $ 3,259 $ (35 ) $ (3 ) $ 3,221 Accretion of debt discount 20 20 Accretion of issuance costs 2 2 Principal payments (719 ) (719 ) Balance — March 31, 2018 $ 2,540 $ (15 ) $ (1 ) $ 2,524

Accrued Expenses and Other Cu22

Accrued Expenses and Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2018
Payables and Accruals [Abstract]
Schedule of Accrued Expenses	Accrued expenses consisted of the following: At March 31, 2018 At December 31, 2017 Accrued vacation $ 96 $ 57 Accrued wages and incentive 1,124 1,113 Accrued clinical & consulting 774 568 Accrued legal & patent 117 61 Accrued end of term fee 236 225 Deferred Rent 67 68 Accrued other expenses 65 70 Total accrued expenses $ 2,479 $ 2,162

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary of Stock Option Activity	The following table summarizes stock option activity for the three months ended March 31, 2018: Number of Weighted- Weighted- Aggregate Outstanding — January 1, 2018 3,695,634 $ 5.69 7.77 $ — Granted — $ — Exercised — $ — Forfeited or expired (2,286 ) $ 3.95 Outstanding — March 31, 2018 3,693,348 $ 5.69 7.53 $ — Exercisable — March 31, 2018 2,024,694 $ 7.07 6.66 $ — Vested and expected to vest — March 31, 2018 3,653,330 $ 5.70 7.52 $ —
Calculation of Fair Value Assumptions Using Black Scholes Option Model	The estimated fair values of employee stock options granted during the three months ended March 31, 2018 and 2017, were determined on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Three Months Ended March 31, 2018 2017 Expected option life (years) — 5.80 - 6.71 Risk-free interest rate — 2.10% - 2.23% Expected volatility — 76.6% - 79.9% Expected dividend yield — 0%
Stock-Based Compensation Expense	The following table presents total stock-based compensation expense for the three months ended March 31, 2018: Three Months Ended 2018 2017 Research and development $ 210 $ 153 General and administrative 555 462 Total stock based compensation expense $ 765 $ 615

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Schedule of Liabilities Measured at Fair Value on a Recurring Basis	Information about the liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017, and the input categories associated with those liabilities, is as follows: March 31, 2018 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Embedded compound derivative $ — $ — $ 1 $ 1 December 31, 2017 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Liabilities: Embedded compound derivative $ — $ — $ 1 $ 1
Schedule of Significant Assumption Used In Model Is Probability	The significant assumption used in the model is the probability of the following scenarios occurring: At Issuance Date At March 31, 2018 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 Preferred Stock Warrant Liability and Derivative Liability Categorized with Level 3	A roll-forward of the preferred stock warrant liability and derivative liability categorized with Level 3 inputs is as follows: Derivative Instruments Balance — January 1, 2018 $ 1 Change in fair value — Balance — March 31, 2018 $ 1

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2018
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 March 31, 2018 2017 Options to purchase common stock 3,693,348 3,003,785 Warrants to purchase common stock 3,284,440 3,284,440 Settlement of term loan 85,251 85,251

Commitments (Tables)

Commitments (Tables)	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Schedule of Future Minimum Lease Payments under the Non-Cancelable Operating Lease for Office and Lab Space	Future minimum lease payments under the non-cancelable Amount 2018 $ 491 2019 676 2020 698 Total $ 1,865

Organization - Additional Infor

Organization - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Apr. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017	Dec. 31, 2016
Organization And Basis Of Presentation [Line Items]
Accumulated deficit		$ (179,223)	$ (174,002)
Unrestricted cash and cash equivalents		1,553	$ 3,550	$ 10,541	$ 4,182
Working capital deficit		$ 4,144
Underwritten Public Offering [Member] | Subsequent Event [Member]
Organization And Basis Of Presentation [Line Items]
Proceeds from sale of common stock	$ 15,900
BTIG LLC [Member] | At the Market Offering [Member]
Organization And Basis Of Presentation [Line Items]
Sale of stock, number of shares sold in transaction		1,232,662
Proceeds from sale of common stock		$ 1,847

Summary of Significant Accoun28

Summary of Significant Accounting Policies - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2018USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Impairment of goodwill	$ 0

Prepaid Expenses and Other Cu29

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid Insurance	$ 120	$ 204
Prepaid Clinical Trials	16	421
Prepaid Other	112	44
Deferred Operating Costs	98	27
Total prepaid and other current assets	$ 346	$ 696

Debt - Loan and Security Agreem

Debt - Loan and Security Agreement and Warrant Agreement - Additional Information (Detail) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2018USD ($)d$ / shares	Mar. 31, 2017USD ($)	Dec. 31, 2017USD ($)	Dec. 31, 2015USD ($)	Jun. 11, 2015USD ($)
Debt Instrument [Line Items]
Term loan principal outstanding	$ 2,524		$ 3,221
Accrued end of term fee	236		225
Fair value of warrant derivative liabilities at issuance, recorded as debt discount	1		$ 1	$ 11
Term Loan [Member]
Debt Instrument [Line Items]
Term loan principal outstanding	$ 2,540
Hercules Loan and Security Agreement [Member] | Term Loan [Member]
Debt Instrument [Line Items]
Term loan principal amount					$ 7,000
Debt instrument basis spread	8.50%
Basis of debt instrument interest rate	The prime rate as reported by The Wall Street Journal minus 3.25% plus (b) 8.50%.
Debt instrument payment terms	The Company is required to make interest payments in cash on the first business day of each month, beginning on July 1, 2015. Since August 1, 2016, the Company has been required to make monthly payments on the first business day of each month consisting of principal and interest based upon a 30-month amortization schedule
Debt instrument periodic payment frequency	30-month amortization schedule
Repayment charges	$ 245
Accrued end of term fee	236
End of term charge	$ 11	$ 21
Percentage of prepayment fee	1.00%
Percentage of prepayment fee	3.00%
Maximum principal amount available for conversion into common shares	$ 1,000
Debt instrument, convertible, stock price trigger | $ / shares	$ 11.73
Debt instrument, convertible, threshold trading days | d	7
Interest expense	$ 106	187
Interest expense payable in cash	$ 75	$ 139
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] | 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	3 Months Ended
	Mar. 31, 2018USD ($)
Short And Long Term Debt [Line Items]
Beginning balance	$ (35)
Accretion of debt discount	20
Accretion of issuance costs, debt discount	0
Ending balance	(15)
Beginning balance	(3)
Accretion of issuance costs, issuance costs	2
Ending balance	(1)
Beginning balance	3,221
Accretion of debt discount	20
Accretion of issuance costs	2
Principal payments	(719)
Ending balance	2,524
Hercules Term Loan [Member]
Short And Long Term Debt [Line Items]
Beginning balance	3,259
Accretion of issuance costs	0
Principal payments	(719)
Ending balance	$ 2,540

Accrued Expenses and Other Cu32

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Payables and Accruals [Abstract]
Accrued vacation	$ 96	$ 57
Accrued wages and incentive	1,124	1,113
Accrued clinical & consulting	774	568
Accrued legal & patent	117	61
Accrued end of term fee	236	225
Deferred Rent	67	68
Accrued other expenses	65	70
Total accrued expenses	$ 2,479	$ 2,162

Common Stock - Additional Infor

Common Stock - Additional Information (Detail) - At the Market Offering [Member] - BTIG LLC [Member] - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 17, 2017
Temporary Equity [Line Items]
Fixed commission rate entitled to placement agent	3.00%
Sale of stock, number of shares sold in transaction	1,232,662
Average selling price of common stock	$ 1.54
Gross proceeds from sale of shares	$ 1,904,000
Proceeds from sale of common stock	$ 1,847,000
Maximum [Member]
Temporary Equity [Line Items]
Aggregate offering on sale of common stock		$ 11,000,000

Warrants - Additional Informati

Warrants - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2018$ / sharesshares
Class of Warrant or Right [Line Items]
Number of warrants issued	0
Number of warrants exercised	0
Number of warrants cancelled	0
Number of warrants forfeited	0
Warrant [Member]
Class of Warrant or Right [Line Items]
Number of warrants outstanding	3,284,440
Weighted-average exercise price of warrants | $ / shares	$ 7.79
Weighted-average remaining contractual term of warrants	2 years 2 months 12 days

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Detail) $ in Thousands	1 Months Ended	3 Months Ended
	Aug. 31, 2015shares	Mar. 31, 2018USD ($)shares	Mar. 31, 2017USD ($)Installmentshares	Dec. 31, 2017shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares outstanding		3,693,348		3,695,634
Number of options to purchase common stock, Granted		0
Unrecognized stock-based compensation expenses | $		$ 3,703
Unrecognized stock-based compensation expense, period for recognition		1 year 10 months 24 days
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award expiration period			10 years
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% on the first anniversary of the option grant date and the remainder in 36 equal monthly installments beginning in the month after the vesting start date.
Employee Stock Option [Member] | Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options to purchase common stock, Granted		0	343,555
Aggregate weighted average amount of fair value of options | $			$ 659
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		0	22,000
Aggregate weighted average amount of fair value of options | $			$ 42
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		0
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units, outstanding		0
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
Stock-based compensation | $			$ 7
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		5,096,675
Shares available for future grant		1,359,051
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		498,882

Stock-Based Compensation - Summ

Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Number of options, Outstanding beginning balance	3,695,634
Number of options, Granted	0
Number of options, Exercised	0
Number of options, Forfeited or expired	(2,286)
Number of options, Outstanding ending balance	3,693,348	3,695,634
Number of options, Exercisable	2,024,694
Number of options, Vested and expected to vest	3,653,330
Weighted average exercise price, Outstanding beginning balance	$ 5.69
Weighted average exercise price, Granted	0
Weighted average exercise price, Exercised	0
Weighted average exercise price, Forfeited or expired	3.95
Weighted average exercise price, Outstanding ending balance	5.69	$ 5.69
Weighted average exercise price, Exercisable	7.07
Weighted average exercise price, Vested and expected to vest	$ 5.70
Weighted average remaining contractual term, Outstanding ending balance	7 years 6 months 10 days	7 years 9 months 7 days
Weighted average remaining contractual term, Exercisable	6 years 7 months 28 days
Weighted average remaining contractual term, Vested and expected to vest	7 years 6 months 7 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]	3 Months Ended
	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected option life (years)	5 years 9 months 18 days
Risk-free interest rate	2.10%
Expected volatility	76.60%
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected option life (years)	6 years 8 months 15 days
Risk-free interest rate	2.23%
Expected volatility	79.90%

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense	$ 765	$ 615
Research and Development [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense	210	153
General and Administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense	$ 555	$ 462

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - Preferred Stock Warrants [Member] - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Derivative liability	$ 1	$ 1
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Derivative liability	$ 1	$ 1

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2015
Fair Value Assets Liabilities Quantitative Information [Line Items]
Fair value of warrant derivative liabilities at issuance, recorded as debt discount	$ 1	$ 1	$ 11
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Embedded Compound Derivative [Member]
Fair Value Assets Liabilities Quantitative Information [Line Items]
Derivative liability	$ 11

Fair Value Measurements - Sch41

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	Mar. 31, 2018	Jun. 11, 2015
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Probability of an event of default	5.00%	10.00%
Prepayment penalties	1.00%
End of term payment	$ 245,000	$ 245,000
Risk-free interest rate	1.53%	1.01%
Minimum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Prepayment penalties		1.00%
Maximum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Prepayment penalties		3.00%

Fair Value Measurements - Sch42

Fair Value Measurements - Schedule of Preferred Stock Warrant Liability and Derivative Liability Categorized with Level 3 (Detail) - Derivative Instruments [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2018USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 1
Change in fair value	0
Ending balance	$ 1

Net Loss Per Share - Schedule o

Net Loss Per Share - Schedule of Computation of Diluted Weighted-Average Shares Outstanding Anti-Dilutive (Detail) - shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
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	3,693,348	3,003,785

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	Mar. 31, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,018	$ 491
2,019	676
2,020	698
Total	$ 1,865

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	Apr. 04, 2018	Apr. 03, 2018	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Common stock, par value			$ 0.0001		$ 0.0001
Proceeds from sale of common stock			$ 1,847	$ 9,702
Subsequent Event [Member] | Common Units [Member]
Proceeds from sale of common stock	$ 15,900
Subsequent Event [Member] | Over-Allotment Option [Member] | Common Units [Member]
Number of shares issued and sold	1,150,000
Subsequent Event [Member] | Underwriting Agreement [Member] | Common Units [Member]
Number of shares issued and sold		15,660,000
Price per unit		$ 0.65
Subsequent Event [Member] | Underwriting Agreement [Member] | Common Units [Member] | Series A Warrants [Member]
Number of shares		1
Subsequent Event [Member] | Underwriting Agreement [Member] | Common Units [Member] | Series B Warrants [Member]
Number of shares		1
Subsequent Event [Member] | Underwriting Agreement [Member] | Common Units [Member] | Common Stock [Member]
Number of shares		1
Common stock, par value		$ 0.0001
Subsequent Event [Member] | Underwriting Agreement [Member] | Common Units [Member] | Common Stock [Member] | Series A Warrants [Member]
Number of shares called by each warrant		1
Subsequent Event [Member] | Underwriting Agreement [Member] | Common Units [Member] | Common Stock [Member] | Series B Warrants [Member]
Number of shares called by each warrant		1
Subsequent Event [Member] | Underwriting Agreement [Member] | Pre-funded Units [Member]
Number of shares issued and sold		7,840,000
Price per unit		$ 0.64
Subsequent Event [Member] | Underwriting Agreement [Member] | Pre-funded Units [Member] | Series A Warrants [Member]
Number of shares		1
Subsequent Event [Member] | Underwriting Agreement [Member] | Pre-funded Units [Member] | Series B Warrants [Member]
Number of shares		1
Subsequent Event [Member] | Underwriting Agreement [Member] | Pre-funded Units [Member] | Common Stock [Member] | Series A Warrants [Member]
Number of shares called by each warrant		1
Subsequent Event [Member] | Underwriting Agreement [Member] | Pre-funded Units [Member] | Common Stock [Member] | Series B Warrants [Member]
Number of shares called by each warrant		1