Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 14, 2019 | Jun. 30, 2018 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
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 Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 17,229,294 | ||
Trading Symbol | PULM | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity Common Stock, Shares Outstanding | 8,027,895 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 2,563 | $ 3,550 |
Prepaid expenses and other current assets | 717 | 696 |
Total current assets | 3,280 | 4,246 |
Property and equipment, net | 394 | 614 |
Long-term restricted cash | 204 | 204 |
Goodwill | 10,845 | 10,914 |
Total assets | 14,723 | 15,978 |
Current liabilities: | ||
Loan Payable, net of debt discount and issuance costs | 0 | 3,221 |
Accounts payable | 1,183 | 457 |
Accrued expenses | 1,696 | 2,162 |
Total current liabilities | 2,879 | 5,840 |
Derivative liability | 0 | 1 |
Total liabilities | 2,879 | 5,841 |
Stockholders' Equity: | ||
Common stock, $0.0001 par value — 200,000,000 and 100,000,000 shares authorized at December 31, 2018 and December 31, 2017, respectively; 4,932,723 and 2,104,750 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively | 0 | 0 |
Additional paid-in capital | 206,409 | 184,139 |
Accumulated deficit | (194,565) | (174,002) |
Total stockholders' equity | 11,844 | 10,137 |
Total liabilities and stockholders' equity | $ 14,723 | $ 15,978 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 100,000,000 |
Common stock, shares issued | 4,932,723 | 2,104,750 |
Common stock, shares outstanding | 4,932,723 | 2,104,750 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 153 | $ 335 |
Operating expenses | ||
Research and development | 12,966 | 10,243 |
General and administrative | 7,518 | 7,567 |
Total operating expenses | 20,484 | 17,810 |
Loss from operations | (20,331) | (17,475) |
Other (expense)/income | ||
Interest expense | (186) | (643) |
Impairment of Goodwill | (69) | 0 |
Fair value adjustment of derivative liability | 1 | 34 |
Other income, net | 22 | 28 |
Total other (expense)/income | (232) | (581) |
Net loss | $ (20,563) | $ (18,056) |
Net loss per share attributable to common stockholders, basic and diluted | $ (4.98) | $ (9.32) |
Weighted average shares used to compute basic and diluted net loss per share attributable to common stockholders | 4,126,393 | 1,937,161 |
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, 2016 | $ 8,761 | $ 164,707 | $ (155,946) | |
Beginning balance, shares at Dec. 31, 2016 | 1,485,053 | |||
Issuance of common stock, net of issuance costs | 16,310 | 16,310 | ||
Issuance of common stock, net of issuance costs, shares | 605,336 | |||
Exercise of common stock options | 304 | 304 | ||
Exercise of common stock options, shares | 13,843 | |||
Vesting of restricted stock units, shares | 518 | |||
Stock-based compensation | 2,818 | 2,818 | ||
Net loss | (18,056) | (18,056) | ||
Ending balance at Dec. 31, 2017 | 10,137 | 184,139 | (174,002) | |
Ending balance, shares at Dec. 31, 2017 | 2,104,750 | |||
Issuance of common stock, net of issuance costs | $ 19,297 | 19,297 | ||
Issuance of common stock, net of issuance costs, shares | 2,827,973 | |||
Exercise of common stock options, shares | 0 | |||
Stock-based compensation | $ 2,973 | 2,973 | ||
Net loss | (20,563) | (20,563) | ||
Ending balance at Dec. 31, 2018 | $ 11,844 | $ 206,409 | $ (194,565) | |
Ending balance, shares at Dec. 31, 2018 | 4,932,723 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (20,563) | $ (18,056) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 231 | 246 |
Stock-based compensation | 2,973 | 2,818 |
Impairment of Goodwill | 69 | 0 |
Non-cash rent expense | 21 | |
Non-cash interest expense | 35 | 171 |
Non-cash debt issuance expense | 3 | 12 |
Fair value adjustment on derivative liability | (1) | (34) |
Loss on disposal of property and equipment | 8 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (21) | (119) |
Accounts payable | 726 | (290) |
Accrued expenses | (221) | 754 |
Net cash used in operating activities | (16,761) | (14,477) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (19) | (74) |
Net cash used in investing activities | (19) | (74) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and warrants, net | 19,297 | 16,310 |
Proceeds from exercise of stock options | 304 | |
Principal payments term loan | (3,259) | (2,695) |
End of term loan payment | (245) | |
Net cash provided by financing activities | 15,793 | 13,919 |
Net decrease in cash and cash equivalents | (987) | (632) |
Cash and cash equivalents — beginning of period | 3,550 | 4,182 |
Cash and cash equivalents — end of period | 2,563 | 3,550 |
Supplemental disclosures of cash flow information | ||
Cash paid for Interest | $ 131 | $ 472 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2018 | |
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. Reverse Stock Split On February 3, 2019, the Board approved a 1-for-10 reverse Liquidity, Going Concerns and Management Plans At December 31, 2018, the Company had unrestricted cash of $2.6 million and working capital of $0.4 million. The Company had incurred recurring losses and as of December 31, 2018 had an accumulated deficit of $194.6 million. During the year ended December 31, 2018, the Company had used approximately $16.8 During the year ended December 31, 2018, the Company raised an aggregate of $19.3 million in net proceeds through the sale of its common stock (note 8). Subsequent to December 31, 2018, the Company further raised an aggregate of $3.7 million in gross proceeds through the sale of its common stock (note 8). The accompanying financial statements have been prepared under the assumption the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements as of December 31, 2018, do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to the Company’s ability to 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. Management believes that the Company does not have sufficient capital resources to sustain operations through at least the next twelve months from the date of this filing. 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. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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 August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, 2018-13 ASU 2018-13 No. 2018-13 In June 2018, the FASB issued ASU No. 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 505-50, Non-Employees, In March 2018, the FASB issued 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 ASU 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 July 2017, FASB issued ASU No. 2017-11, 2017-11 470-20, re-characterize In February 2016, the FASB issued authoritative guidance under ASU 2016-02, 2016-02 2016-02, 2016-02 right-of-use 2018-01, 2018-10, 2018-11, 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 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 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 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, 2018 and 2017 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. Revenue Recognition The Company’s principal sources of revenue during the reporting period were income from 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 fees and costs associated with the contract that were rendered during the period. 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 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. 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 transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. At December 31, 2017, we have completed our accounting for the tax effects of enactment of the Act, including the effects on our existing deferred tax balances and the one-time transition tax. For the year ended December 31, 2017, due to the reduction of the corporate tax rate from 34% to 21%, the Company reduced its deferred tax assets by $17.6 million, with a corresponding decrease to its valuation allowance of $17.6 million, for which the net effect of the Act was zero (Note 12). 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 then must perform a quantitative analysis to determine if the carrying value of the goodwill exceeds the fair value of the Company. Based on the quantitative analysis, goodwill was determined not to be impaired as of December 31, 2017. As of December 31, 2018, the Company determined that goodwill was impaired, and a charge of $69 was recorded. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Text Block [Abstract] | |
Prepaid Expenses and Other Current Assets | 3. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: For the year ended December 31, 2018 2017 Prepaid Insurance $ 243 $ 203 Prepaid Clinical Trials 419 421 Prepaid Other 27 44 Accounts receivable — 1 Deferred Operating Costs 28 27 Total Prepaid Expenses and Other Current Assets $ 717 $ 696 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment consisted of the following: For the Year Ended December 31, 2018 2017 Laboratory equipment $ 1,529 $ 2,476 Computer equipment 185 216 Office furniture and equipment 217 214 Leasehold improvements 579 578 Total property and equipment 2,510 3,484 Less accumulated depreciation and amortization (2,116 ) (2,870 ) Property and equipment — net $ 394 $ 614 Depreciation and amortization expense for the years ended December 31, 2018 and 2017 was $231 and $246, respectively. During the years ended 2018 and 2017, the Company recorded gross fixed asset disposals of $993 and $47 and their related accumulated depreciation of $985 and $47, respectively. |
Significant Agreements
Significant Agreements | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Significant Agreements | 5. Significant Agreements Feasibility and Development Agreement On September 5, 2017, the Company entered into a Feasibility and Development Agreement to develop its drug candidate, PUR0200, for chronic obstructive pulmonary disease (COPD) for the U.S. market with Vectura Limited (“Vectura”). During the term of the agreement, Vectura and/or its partners were responsible for all future development costs to advance the product for the U.S. market, while the Company provided the data package for PUR0200 and assisted with the transfer of development and manufacturing activities to Vectura. On December 21, 2018, the Company and Vectura mutually agreed to terminate the Feasibility and Development Agreement and cease further joint development of PUR0200. The Company did not incur any termination fees or penalties in connection with the termination of the agreement. As of December 31, 2018, Pulmatrix owns the rights to PUR0200 across all geographies. 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 2b Clinical Trial for a licensed product. The payment will be made within 10 days of the first dosing of a patient in a Phase 2b Clinical Trial. No milestone payments were made during 2018. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 6. 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”). The Term Loan is secured by substantially all of the Company’s assets, excluding intellectual property. Final payments were made in June 2018 and, as of June 30, 2018, the term loan was paid in full. On June 16, 2015, in connection with the LSA, the Company granted to Hercules a warrant to purchase 2,515 shares of the Company’s common stock at an exercise price of $83.50 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 Term Loan bore 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 Term Loan interest rate was 10.75% and 10.00% at December 31, 2017 and 2016, respectively. Upon repayment of the Term Loan, the Company paid an end of term charge to the lenders equal to $245. As of June 30, 2018, the Company has no further liability to Hercules. The Company incurred interest expense of $186 during the year ended December 31, 2018, which included accretion of debt discount of $35. Of the remaining $151 interest expense, $131 was payable in cash and $20 relates to the Hercules end of term fee. For the year ended December 31, 2018, the Company also accreted debt issuance costs of $3 recorded to general and administrative expenses in accompanying consolidated statement of operations. 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 carrying amounts of the Company’s Notes as of December 31, 2018 and December 31, 2017 were as follows: Hercules Term Loan Debt Discount Issuance Costs Total Balance — January 1, 2018 $ 3,259 $ (35 ) $ (3 ) $ 3,221 Accretion of debt discount 35 35 Accretion of issuance costs 3 3 Principal payments (3,259 ) (3,259 ) Balance — December 31, 2018 $ — $ — $ — $ — |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 7. Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following: December 31, 2018 2017 Accrued vacation $ 59 $ 57 Accrued wages and incentive 915 1,113 Accrued clinical & consulting 517 568 Accrued legal & patent 67 61 End of term fee — 225 Deferred rent 67 68 Accrued other expenses 71 70 Total accrued expenses $ 1,696 $ 2,162 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2018 | |
Text Block [Abstract] | |
Common Stock | 8. Common Stock 2018 Registered Direct Offering On November 29, 2018, the Company entered into a Securities Purchase Agreement with an institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell an aggregate of 240,000 shares of common stock, par value $0.0001 per share, of the Company common stock at an offering price of $3.20 per share for gross proceeds of $768 before the deduction of offering expenses. In addition, the Company sold pre-funded (the “Pre-Funded Warrants”) Pre-Funded Warrants). The Pre-Funded Warrants In a concurrent private placement, the Company agreed to issue to the Purchaser, for each share of common stock and pre-funded warrant and one-half years The closing of the sale of the shares and the prefunded warrants occurred on December 3, 2018 and the company recorded gross proceeds of $2,930. The Shares were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3, No. 333-212546), Public Offering On April 3, 2018, the Company closed its 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) 1,566,000 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, 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) 784,000 pre-funded units (the “Pre-Funded Units” each Pre-Funded Unit one pre-funded warrant per Pre-Funded Unit, In addition, on April 4, 2018, the Company closed on the sale of 115,000 additional Common Units pursuant to the Underwriters’ option to purchase up to an additional which were exercised in full. After giving effect to the exercise of the Underwriters’ overallotment option, the gross aggregate proceeds from the offering on April 3 and 4 were $15,944, prior to deducting underwriting discounts and commissions and other estimated offering expenses. All of the pre-funded The Series A Warrants included in the Common Units and the Pre-Funded Units the Pre-Funded Units or Pre-Funded Warrants the Pre-Funded Units, the Pre-Funded Units The Company agreed to pay Oppenheimer a commission of (a) 7% of the gross proceeds raised up to $5,000 and (b) 6.5% of the gross proceeds raised in excess of $5,000. The Company also agreed to pay or reimburse certain expenses on behalf of Oppenheimer. A total of $1,501 of commissions and other issuance costs were associated with the public offering. The net proceeds to the Company from the Offering were approximately $14,520, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for research and development of its therapeutic candidates, particularly the development of Pulmazole, as well as for working capital and general corporate purposes 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 310,336 shares of its common stock under the Sales Agreement at an average selling price of approximately $29.30 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. During 2018, the Company sold 123,266 shares of its common stock under the Sales Agreement at an average selling price of approximately $15.40 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. 2017 Registered Direct Offerings 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 200,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, at a purchase price of $25.00 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 95,000 shares of the Company’s common stock, par value $0.0001 per share, at a purchase price of $35.00 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 during 2017. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Warrants | 9. Warrants A rollforward of the common stock warrants outstanding at December 31, 2018 is as follows. Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding January 1, 2018 328,444 $ 77.90 $ — Series A warrants issued 2,465,000 $ 6.50 Series A warrants expired (2,465,000 ) $ (6.50 ) Series B warrants issued 2,465,000 $ 7.50 Pre-funded warrants issued 784,000 $ 6.50 Pre-funded warrants exercised (784,000 ) $ (6.50 ) Warrants issued 937,500 $ 3.90 Pre-funded warrants issued 697,500 $ 0.01 Outstanding December 31, 2018 4,428,444 $ 10.78 4.30 $ — 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 2018 2017 December 3, 2018 Equity $ 3.90 June 3, 2024 937,500 — December 3, 2018 Equity $ 3.20 Prefunded 697,500 — April 3, 2018 Equity $ 7.50 April 3, 2023 2,407,500 — April 4, 2018 Equity $ 7.50 April 4, 2023 57,500 — June 15, 2015 Equity $ 75.50 June 15, 2020 319,003 319,003 June 15, 2015 Equity $ 83.50 June 16, 2020 2,515 2,515 August 31, 2015 Equity $ 118.00 August 31, 2020 3,000 3,000 March 21, 2014 Equity $ 226.60 March 21, 2019 3,710 3,710 March 21, 2014 Equity $ 226.60 March 21, 2019 216 216 All warrants are exercisable for common stock. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation The Company sponsors the Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan”). As of December 31, 2018, the 2013 Plan provides for the grant of up to 1,250,000 shares of the Company’s common stock, of which 272,219 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, 2018, the two legacy plans have a total of 49,110 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, 2018, the Company granted options to purchase 596,604 shares of the Company’s common stock to employees and options to purchase 77,500 shares of the Company’s common stock to directors. No options were granted to advisors during the period. The stock options granted vest over time (the “Time Based Options”). Time Based Options vest over either 36 or 48 months. Subject to the grantee’s continuous service with the Company, Time Based Options vest in one of the following ways: (i) ) 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 or (ii) 25% at the time of grant and the remainder in 36 equal monthly installments beginning in the first 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, 2018: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding — January 1, 2018 369,619 $ 56.92 $ — Granted 674,104 $ 4.68 Exercised — — Forfeited or expired (71,150 ) $ 13.92 Outstanding — December 31, 2018 972,573 $ 23.85 8.46 $ — Exercisable — December 31, 2018 516.087 $ 36.31 7.84 $ — Vested and expected to vest — December 31, 2018 959,929 $ 24.04 8.45 $ — The estimated fair values of employee stock options granted during the year ended December 31, 2018 and 2017, were determined on the date of grant using the Black-Scholes option-pricing model with the following assumptions: For the year ended December 31, 2018 2017 Expected option life (years) 5.00 – 6.50 5.50–9.41 Risk-free interest rate 2.74% – 2.84% 1.89% – 2.25% Expected volatility 78.5% – 82.9% 74.0% – 86.3% 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 grants based on actual forfeiture historical values. 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 December 31, 2018, there was $3,014 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 1.97 years. Restricted Stock Units In August 2015, the Company granted 1,038 RSUs to other employees that vest over a two-year period. The Company recorded stock-based compensation expense of $0 and $13 for the RSUs vested during the years ended December 31, 2018 and 2017, respectively. There were no RSUs granted during 2018 nor were any outstanding as of December 31, 2018 and 2017, respectively. The following table presents total stock-based compensation expense for the years ended December 31, 2018 and 2017, respectively: For the years ended December 31, 2018 2017 Research and development $ 970 $ 710 General and administrative 2,003 2,095 Total stock-based compensation expense $ 2,973 $ 2,805 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 11. Fair Value Measurements Embedded Compound Derivatives — LSA with Hercules As described in Note 6. The LSA contained an interest rate reset upon an event of default and a put option upon an event of default or qualified change of control. Final payments were made in June 2018 and as of June 30, 2018, the Term Loan was paid in full and the embedded compound derivative liability became $0. A roll-forward of the derivative liability categorized with Level 3 inputs is as follows: Derivative Instruments Balance — January 1, 2017 $ 35 Change in fair value (34 ) Balance — December 31, 2017 1 Change in fair value (1 ) Balance — December 31, 2018 $ — 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, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The Company had no income tax expense due to operating losses incurred for the year ended December 31, 2018 and 2017. 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: 2018 2017 Income tax computed at federal statutory tax rate 21.0 % 34.0 % State taxes, net of federal benefit 6.2 % 5.0 % Research and development credits 1.9 % 0.9 % Nondeductible interest 0.0 % (0.1 )% Permanent differences (0.6 )% (0.3 )% Deferred rate change 0.0 % (97.7 )% Other (0.3 )% (3.1 )% Change in valuation allowance (28.2 )% 61.3 % Total 0.0 % 0.0 % The significant components of the Company’s deferred tax assets as of December 31, 2018 and 2017 were as follows: 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 37,640 $ 32,820 Research and development credit carryforwards 3,170 2,789 Capitalized start-up expenses 851 983 Stock Compensation 2,589 1,905 Other 520 472 Total deferred tax assets 44,770 38,969 Valuation allowance (44,770 ) (38,969 ) Net deferred tax liabilities $ — $ — At December 31, 2018, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $149,374 and $99,230 respectively, which were available to reduce future taxable income. Federal and state net operating loss carryforwards of $131,487 and $99,230 respectively, will expire at various dates from 2023 through 2038. $17,887 of the federal net operating losses can be carried forward indefinitely. The Company has research and development credits for federal and state income tax purposes of approximately $2,218 and $1,204, respectively, which expire at various dates from 2022 through 2038. 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, 2018 and 2017. The valuation allowance increased by $5,801 during the year ended December 31, 2018, primarily due to the current period losses incurred by the Company. The Company applies FASB Topic 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 2015 through 2018. 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 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, 2017 $ 1,172 Additions for current year tax positions 59 Reductions for prior year tax positions (122 ) Balance — December 31, 2017 1,109 Additions for current year tax positions 115 Additions for prior year tax positions 20 Balance — December 31, 2018 $ 1,244 In general, if we experience a greater than 50 percent aggregate change in ownership of certain significant stockholders over a three-year period, or a Section 382 ownership change, utilization of our pre-change NOL carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended, and similar state laws. Such limitations may result in expiration of a portion of the NOL carryforwards before utilization and may be substantial. We have not, as of yet, completed a study to determine if any such changes have occurred that could limit our ability to use the net operating losses and tax credit carryforwards. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. 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, 2018 2017 Options to purchase common stock 972,573 369,619 Warrants to purchase common stock 3,730,944 328,444 Settlement of Term Loan — 8,526 Total 4,703,517 706,589 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 14. Commitments On October 27, 2015, the Company amended its operating lease for office and lab space to extend the termination date of the lease from December 2016 to December 2020, among other things. The amended lease provides for base rent, and the Company is responsible for real estate taxes, maintenance, and other operating expenses applicable to the leased premises. The amended lease agreement provides for an increasing monthly payment over the lease term. Future minimum lease payments under non-cancelable operating lease for office and lab space is as follows: Amount 2019 676 2020 698 Total $ 1,374 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, 2018, the outstanding obligation on these contracts totaled $2.9 million. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events Pursuant to the evergreen provision under the Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan, on January 1, 2019, 246,636 shares were added to the total number of authorized shares under the plan. On January 14, 2019, 172,500 pre-funded On January 29, 2019, 272,500 pre-funded On January 31, 2019, 156,118 shares of common stock were sold at $1.70 per share, and the Company collected gross proceeds of $265. 10,148 warrants were also issued with an exercise price of $2.125 and a termination date of January 31, 2024. The shares are registered pursuant to a currently effective registration statement on Form S-3 No. 333-212546) On February 1, 2019, 250,000 pre-funded On February 4, 2019, 532,353 shares of common stock were sold at $1.70 per share and the Company collected gross proceeds of $905. 34,603 warrants were also issued with an exercise price of $2.125 and a termination date of January 30, 2024. The shares are registered pursuant to a currently effective registration statement on Form S-3 No. 333-212546) On February 3, 2019, the Board approved a 1-for-10 reverse On February 12, 2019, 1,706,484 shares of common stock were sold at $1.465 and the Company collected gross proceeds of $2,500. 1,706,484 warrants were issued to investors with an exercise price of $1.34 and a termination date of August 12, 2024. 110,922 warrants were issued to underwriters with an exercise price of $1.8313 and a termination date of February 7, 2024. The shares are registered pursuant to a currently effective registration statement on Form S-3 (Registration No. 333-212546) that was originally filed with the Securities and Exchange Commission on July 15, 2016 and declared effective on August 3, 2016. The Company has evaluated its events subsequent to December 31, 2018 to the date these consolidated financial statements were issued, and has determined that, other than what was disclosed above, it does not have any subsequent events to disclose in these consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, 2018-13 ASU 2018-13 No. 2018-13 In June 2018, the FASB issued ASU No. 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 505-50, Non-Employees, In March 2018, the FASB issued 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 ASU 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 July 2017, FASB issued ASU No. 2017-11, 2017-11 470-20, re-characterize In February 2016, the FASB issued authoritative guidance under ASU 2016-02, 2016-02 2016-02, 2016-02 right-of-use 2018-01, 2018-10, 2018-11, 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 |
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 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 |
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, 2018 and 2017 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. |
Revenue Recognition | Revenue Recognition The Company’s principal sources of revenue during the reporting period were income from 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 fees and costs associated with the contract that were rendered during the period. |
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 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. 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 transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. At December 31, 2017, we have completed our accounting for the tax effects of enactment of the Act, including the effects on our existing deferred tax balances and the one-time transition tax. For the year ended December 31, 2017, due to the reduction of the corporate tax rate from 34% to 21%, the Company reduced its deferred tax assets by $17.6 million, with a corresponding decrease to its valuation allowance of $17.6 million, for which the net effect of the Act was zero (Note 12). |
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 then must perform a quantitative analysis to determine if the carrying value of the goodwill exceeds the fair value of the Company. Based on the quantitative analysis, goodwill was determined not to be impaired as of December 31, 2017. As of December 31, 2018, the Company determined that goodwill was impaired, and a charge of $69 was recorded. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Prepaid Insurance $ 243 $ 203 Prepaid Clinical Trials 419 421 Prepaid Other 27 44 Accounts receivable — 1 Deferred Operating Costs 28 27 Total Prepaid Expenses and Other Current Assets $ 717 $ 696 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following: For the Year Ended December 31, 2018 2017 Laboratory equipment $ 1,529 $ 2,476 Computer equipment 185 216 Office furniture and equipment 217 214 Leasehold improvements 579 578 Total property and equipment 2,510 3,484 Less accumulated depreciation and amortization (2,116 ) (2,870 ) Property and equipment — net $ 394 $ 614 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Carrying Amount of Company's Notes | The carrying amounts of the Company’s Notes as of December 31, 2018 and December 31, 2017 were as follows: Hercules Term Loan Debt Discount Issuance Costs Total Balance — January 1, 2018 $ 3,259 $ (35 ) $ (3 ) $ 3,221 Accretion of debt discount 35 35 Accretion of issuance costs 3 3 Principal payments (3,259 ) (3,259 ) Balance — December 31, 2018 $ — $ — $ — $ — |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: December 31, 2018 2017 Accrued vacation $ 59 $ 57 Accrued wages and incentive 915 1,113 Accrued clinical & consulting 517 568 Accrued legal & patent 67 61 End of term fee — 225 Deferred rent 67 68 Accrued other expenses 71 70 Total accrued expenses $ 1,696 $ 2,162 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Summary of Common Stock Warrants Outstanding | A rollforward of the common stock warrants outstanding at December 31, 2018 is as follows. Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding January 1, 2018 328,444 $ 77.90 $ — Series A warrants issued 2,465,000 $ 6.50 Series A warrants expired (2,465,000 ) $ (6.50 ) Series B warrants issued 2,465,000 $ 7.50 Pre-funded warrants issued 784,000 $ 6.50 Pre-funded warrants exercised (784,000 ) $ (6.50 ) Warrants issued 937,500 $ 3.90 Pre-funded warrants issued 697,500 $ 0.01 Outstanding December 31, 2018 4,428,444 $ 10.78 4.30 $ — |
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 2018 2017 December 3, 2018 Equity $ 3.90 June 3, 2024 937,500 — December 3, 2018 Equity $ 3.20 Prefunded 697,500 — April 3, 2018 Equity $ 7.50 April 3, 2023 2,407,500 — April 4, 2018 Equity $ 7.50 April 4, 2023 57,500 — June 15, 2015 Equity $ 75.50 June 15, 2020 319,003 319,003 June 15, 2015 Equity $ 83.50 June 16, 2020 2,515 2,515 August 31, 2015 Equity $ 118.00 August 31, 2020 3,000 3,000 March 21, 2014 Equity $ 226.60 March 21, 2019 3,710 3,710 March 21, 2014 Equity $ 226.60 March 21, 2019 216 216 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 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 year ended December 31, 2018: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding — January 1, 2018 369,619 $ 56.92 $ — Granted 674,104 $ 4.68 Exercised — — Forfeited or expired (71,150 ) $ 13.92 Outstanding — December 31, 2018 972,573 $ 23.85 8.46 $ — Exercisable — December 31, 2018 516.087 $ 36.31 7.84 $ — Vested and expected to vest — December 31, 2018 959,929 $ 24.04 8.45 $ — |
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, 2018 and 2017, were determined on the date of grant using the Black-Scholes option-pricing model with the following assumptions: For the year ended December 31, 2018 2017 Expected option life (years) 5.00 – 6.50 5.50–9.41 Risk-free interest rate 2.74% – 2.84% 1.89% – 2.25% Expected volatility 78.5% – 82.9% 74.0% – 86.3% Expected dividend yield 0 0 |
Stock-Based Compensation Expense | The following table presents total stock-based compensation expense for the years ended December 31, 2018 and 2017, respectively: For the years ended December 31, 2018 2017 Research and development $ 970 $ 710 General and administrative 2,003 2,095 Total stock-based compensation expense $ 2,973 $ 2,805 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
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, 2017 $ 35 Change in fair value (34 ) Balance — December 31, 2017 1 Change in fair value (1 ) Balance — December 31, 2018 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
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: 2018 2017 Income tax computed at federal statutory tax rate 21.0 % 34.0 % State taxes, net of federal benefit 6.2 % 5.0 % Research and development credits 1.9 % 0.9 % Nondeductible interest 0.0 % (0.1 )% Permanent differences (0.6 )% (0.3 )% Deferred rate change 0.0 % (97.7 )% Other (0.3 )% (3.1 )% Change in valuation allowance (28.2 )% 61.3 % Total 0.0 % 0.0 % |
Summary of Components of Deferred Tax Assets | The significant components of the Company’s deferred tax assets as of December 31, 2018 and 2017 were as follows: 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 37,640 $ 32,820 Research and development credit carryforwards 3,170 2,789 Capitalized start-up expenses 851 983 Stock Compensation 2,589 1,905 Other 520 472 Total deferred tax assets 44,770 38,969 Valuation allowance (44,770 ) (38,969 ) 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, 2017 $ 1,172 Additions for current year tax positions 59 Reductions for prior year tax positions (122 ) Balance — December 31, 2017 1,109 Additions for current year tax positions 115 Additions for prior year tax positions 20 Balance — December 31, 2018 $ 1,244 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 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 December 31, 2018 2017 Options to purchase common stock 972,573 369,619 Warrants to purchase common stock 3,730,944 328,444 Settlement of Term Loan — 8,526 Total 4,703,517 706,589 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 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 non-cancelable operating lease for office and lab space is as follows: Amount 2019 676 2020 698 Total $ 1,374 |
Organization - Additional Infor
Organization - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 04, 2019 | Jan. 31, 2019 | Feb. 12, 2019 | Feb. 03, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Organization And Basis Of Presentation [Line Items] | ||||||
Accumulated deficit | $ (194,565) | $ (174,002) | ||||
Unrestricted Cash | 2,563 | 3,550 | ||||
Working capital deficit | 400 | |||||
Cash Used in Operating Activities | $ (16,761) | $ (14,477) | ||||
Common Stock Shares Of Outstanding | 4,932,723 | 2,104,750 | ||||
Gross Proceeds From Sale Of Common Stock | $ 3,700 | |||||
Common Stock Shares Of Issued | 4,932,723 | 2,104,750 | ||||
Subsequent Event [Member] | ||||||
Organization And Basis Of Presentation [Line Items] | ||||||
Reverse Stock Split | 1-for-10 | |||||
Common Stock Shares Of Outstanding | 10 | |||||
Gross Proceeds From Sale Of Common Stock | $ 905 | $ 265 | $ 2,500 | |||
Common Stock Shares Of Issued | 10 | |||||
At the Market Offering [Member] | BTIG LLC [Member] | ||||||
Organization And Basis Of Presentation [Line Items] | ||||||
Proceeds from sale of common stock | $ 19,300 | $ 8,712 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Line Items] | ||
Cash restricted for letter of credit | $ 153,000 | $ 153,000 |
Money market account as security | $ 51,000 | |
US federal corporate tax rate | 21.00% | 34.00% |
Transition tax recognized | $ 0 | |
Impairment of goodwill | $ 69,000 | 0 |
Decrease In Deferred Tax Assets | 17,600,000 | |
Decrease In Valuation Allowance | 5,801,000 | $ 17,600,000 |
IPR&D [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Asset Impairment Charges | $ 69,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Property and Equipment Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Office Furniture and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | Shorter of estimated useful life or remaining lease term |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid Insurance | $ 243 | $ 203 |
Prepaid Clinical Trials | 419 | 421 |
Prepaid Other | 27 | 44 |
Accounts receivable | 1 | |
Deferred Operating Costs | 28 | 27 |
Total prepaid and other current assets | $ 717 | $ 696 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 2,510 | $ 3,484 |
Less accumulated depreciation and amortization | (2,116) | (2,870) |
Property and equipment - net | 394 | 614 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 1,529 | 2,476 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 185 | 216 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 217 | 214 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 579 | $ 578 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 231 | $ 246 |
Gross fixed asset disposals | 993 | 47 |
Gross fixed asset disposals, accumulated depreciation | $ 985 | $ 47 |
Significant Agreements - Additi
Significant Agreements - Additional Information (Detail) - USD ($) | Jun. 09, 2017 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2017 |
Other Commitments [Line Items] | ||||
Milestones payments | $ 0 | |||
Research and development expense | $ 12,966,000 | $ 10,243,000 | ||
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 |
Debt - Loan and Security Agreem
Debt - Loan and Security Agreement and Warrant Agreement - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 16, 2015 | Jun. 11, 2015 | |
Debt Instrument [Line Items] | |||||
Remaining interest expense | $ 186 | $ 643 | |||
Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
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 | ||||
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%. | ||||
Repayment charges | $ 245 | ||||
Number of shares available for purchase of common stock in warrants | 2,515 | ||||
Common stock exercise price | $ 83.50 | ||||
Warrants expiration date | Jun. 16, 2020 | ||||
Interest expense | $ 186 | $ 643 | |||
Interest expense payable in cash | 131 | 472 | |||
Remaining interest expense | 151 | 542 | |||
End of term fee | 20 | 70 | |||
Accretion of debt discount | 35 | 101 | |||
Debt issuance costs | $ 3 | $ 12 |
Debt - Summary of Carrying Amou
Debt - Summary of Carrying Amount of Company's Notes (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Short And Long Term Debt [Line Items] | |
Beginning balance | $ (35) |
Accretion of debt discount | 35 |
Accretion of issuance costs, debt discount | 0 |
Ending balance | 0 |
Beginning balance | (3) |
Accretion of issuance costs, issuance costs | 3 |
Ending balance | 0 |
Beginning balance | 3,221 |
Accretion of debt discount | 35 |
Accretion of issuance costs | 3 |
Principal payments | (3,259) |
Ending balance | 0 |
Hercules Term Loan [Member] | |
Short And Long Term Debt [Line Items] | |
Beginning balance | 3,259 |
Accretion of issuance costs | 0 |
Principal payments | (3,259) |
Ending balance | $ 0 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued vacation | $ 59 | $ 57 |
Accrued wages and incentive | 915 | 1,113 |
Accrued clinical & consulting | 517 | 568 |
Accrued legal & patent | 67 | 61 |
End of term fee | 0 | 225 |
Deferred rent | 67 | 68 |
Accrued other expenses | 71 | 70 |
Total accrued expenses | $ 1,696 | $ 2,162 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) $ / shares in Units, $ in Thousands | Dec. 03, 2018USD ($) | Apr. 04, 2018USD ($)shares | Apr. 03, 2018USD ($)$ / sharesshares | Feb. 03, 2017$ / sharesshares | Jan. 27, 2017$ / sharesshares | Nov. 29, 2018USD ($)$ / sharesshares | Apr. 30, 2018USD ($)shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Mar. 17, 2017USD ($) |
Temporary Equity [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Proceeds from sale of common stock | $ 3,700 | |||||||||
Proceeds from Issuance of Warrants | $ 2,162 | |||||||||
Common Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Number of shares issued and sold | shares | 2,827,973 | 605,336 | ||||||||
Common Units [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Proceeds from sale of common stock | $ 15,944 | |||||||||
Pre Funded Warrants [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Average selling price of common stock | $ / shares | $ 3.10 | |||||||||
Number of shares issued and sold | shares | 697,500 | |||||||||
Underwriting Agreement [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Payment of commissions and other issuance cost | $ 1,501 | |||||||||
Proceeds from sale of common stock | $ 14,520 | |||||||||
Underwriting Agreement [Member] | Gross Proceeds Up To Five Thousand [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Commission rate on sale of stock | 7 | |||||||||
Underwriting Agreement [Member] | Gross Proceeds In Excess Of Five Thousand [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Commission rate on sale of stock | 6.5 | |||||||||
Underwriting Agreement [Member] | Series A Warrant [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Warrants exercisable price | $ / shares | $ 6.50 | |||||||||
Underwriting Agreement [Member] | Series B Warrant [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Warrants exercisable price | $ / shares | $ 7.50 | |||||||||
Warrant Expiration Period | 5 days | |||||||||
Underwriting Agreement [Member] | Common Units [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Average selling price of common stock | $ / shares | $ 6.50 | |||||||||
Number of shares issued and sold | shares | 1,566,000 | |||||||||
Proceeds from sale of common stock | $ 15,197 | |||||||||
Underwriting Agreement [Member] | Common Units [Member] | Common Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||
Underwriting Agreement [Member] | Prefunded Units [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Average selling price of common stock | $ / shares | $ 6.40 | |||||||||
Number of shares issued and sold | shares | 784,000 | |||||||||
Underwriting Agreement [Member] | Pre Funded Warrants [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Gross proceeds from sale of shares | $ 2,930 | $ 77 | ||||||||
Number of shares issued and sold | shares | 783,707 | |||||||||
Number of warrants exercised | shares | 15,000 | |||||||||
Maximum [Member] | Underwriting Agreement [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Gross proceeds from sale of shares | $ 5,000 | |||||||||
Minimum [Member] | Underwriting Agreement [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Gross proceeds from sale of shares | $ 5,000 | |||||||||
At the Market Offering [Member] | BTIG LLC [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Sale of stock, number of shares sold in transaction | shares | 123,266 | 310,336 | ||||||||
Proceeds from sale of common stock | $ 19,300 | $ 8,712 | ||||||||
Fixed commission rate entitled to placement agent | 3.00% | 3.00% | ||||||||
Average selling price of common stock | $ / shares | $ 15.40 | $ 29.30 | ||||||||
Gross proceeds from sale of shares | $ 1,904 | $ 9,096 | ||||||||
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 | |||||||||
Proceeds from sale of common stock | $ 7,598 | |||||||||
Registered Direct Offering [Member] | Securities Purchase Agreement [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Sale of stock, number of shares sold in transaction | shares | 95,000 | 200,000 | 240,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Sale of stock, price per share | $ / shares | $ 35 | $ 25 | $ 3.20 | |||||||
Proceeds from sale of common stock | $ 768 | |||||||||
Over-Allotment Option [Member] | Common Units [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Number of shares issued and sold | shares | 115,000 | |||||||||
Private Placement [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Class Of Warrant Or Right Issued | shares | 937,500 | |||||||||
Warrants Exercise Price | $ / shares | $ 3.90 |
Warrants - Summary of rollforwa
Warrants - Summary of rollforward of the common stock warrants outstanding (Details) - Warrant [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of warrants, Outstanding, Beginning balance | shares | shares | 328,444 |
Number of warrants, Outstanding, Ending balance | shares | shares | 4,428,444 |
Weighted average exercise price, Beginning balance | $ / shares | $ / shares | $ 77.90 |
Weighted average exercise price, Ending balance | $ / shares | $ / shares | $ 10.78 |
Weighted average remaining contractual term, Ending balance | 4 years 3 months 18 days |
Aggregate intrinsic value, Beginning balance | $ | $ | $ 0 |
Aggregate intrinsic value, Ending balance | $ | $ | $ 0 |
Series A warrants issued [Member] | |
Class of Warrant or Right [Line Items] | |
Class Of Warrant Or Right Issued | shares | 2,465,000 |
Weighted average exercise price, Warrants issued | $ / shares | $ / shares | $ 6.50 |
Aggregate intrinsic value, Warrants issued | $ | $ 0 |
Series A warrants expired [Member] | |
Class of Warrant or Right [Line Items] | |
Class Of Warrant Or Right Issued | shares | (2,465,000) |
Weighted average exercise price, Warrants issued | $ / shares | $ / shares | $ (6.50) |
Aggregate intrinsic value, Warrants issued | $ | $ 0 |
Series B warrants issued [Member] | |
Class of Warrant or Right [Line Items] | |
Class Of Warrant Or Right Issued | shares | 2,465,000 |
Weighted average exercise price, Warrants issued | $ / shares | $ / shares | $ 7.50 |
Aggregate intrinsic value, Warrants issued | $ | $ 0 |
Pre-funded warrants issued [Member] | |
Class of Warrant or Right [Line Items] | |
Class Of Warrant Or Right Issued | shares | 784,000 |
Weighted average exercise price, Warrants issued | $ / shares | $ / shares | $ 6.50 |
Aggregate intrinsic value, Warrants issued | $ | $ 0 |
Pre-funded warrants exercised [Member] | |
Class of Warrant or Right [Line Items] | |
Class Of Warrant Or Right Exercised | shares | (784,000) |
Weighted average exercise price, Warrants exercised | $ / shares | $ / shares | $ (6.50) |
Aggregate intrinsic value, Warrants issued | $ | $ 0 |
Warrants Issued [Member] | |
Class of Warrant or Right [Line Items] | |
Class Of Warrant Or Right Issued | shares | 937,500 |
Weighted average exercise price, Warrants issued | $ / shares | $ / shares | $ 3.90 |
Aggregate intrinsic value, Warrants issued | $ | $ 0 |
Prefunded Warrants Issued [Member] | |
Class of Warrant or Right [Line Items] | |
Class Of Warrant Or Right Issued | shares | 697,500 |
Weighted average exercise price, Warrants issued | $ / shares | $ / shares | $ 0.01 |
Aggregate intrinsic value, Warrants issued | $ | $ 0 |
Warrants - Summary of the Warra
Warrants - Summary of the Warrants Outstanding (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Warrants Issued [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Issue Date | Dec. 3, 2018 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 3.90 | |
Warrants, Expiration Date | Jun. 3, 2024 | |
Warrants Outstanding | 937,500 | |
Prefunded Warrants Issued [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Issue Date | Dec. 3, 2018 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 3.20 | |
Warrants Outstanding | 697,500 | |
Public Offering One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Issue Date | Apr. 3, 2018 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 7.50 | |
Warrants, Expiration Date | Apr. 3, 2023 | |
Warrants Outstanding | 2,407,500 | |
Public Offering Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Issue Date | Apr. 4, 2018 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 7.50 | |
Warrants, Expiration Date | Apr. 4, 2023 | |
Warrants Outstanding | 57,500 | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Issue Date | Jun. 15, 2015 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 75.50 | |
Warrants, Expiration Date | Jun. 15, 2020 | |
Warrants Outstanding | 319,003 | 319,003 |
Hercules Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Issue Date | Jun. 15, 2015 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 83.50 | |
Warrants, Expiration Date | Jun. 16, 2020 | |
Warrants Outstanding | 2,515 | 2,515 |
MTS Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Issue Date | Aug. 31, 2015 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 118 | |
Warrants, Expiration Date | Aug. 31, 2020 | |
Warrants Outstanding | 3,000 | 3,000 |
Representative's Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Issue Date | Mar. 21, 2014 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 226.60 | |
Warrants, Expiration Date | Mar. 21, 2019 | |
Warrants Outstanding | 3,710 | 3,710 |
Underwriter's Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Issue Date | Mar. 21, 2014 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 226.60 | |
Warrants, Expiration Date | Mar. 21, 2019 | |
Warrants Outstanding | 216 | 216 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2015shares | Dec. 31, 2018USD ($)Installmentshares | Dec. 31, 2017USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares outstanding | 972,573 | 369,619 | |
Number of options to purchase common stock, Granted | 674,104 | ||
Unrecognized stock-based compensation expenses | $ | $ 3,014 | ||
Unrecognized stock-based compensation expense, period for recognition | 1 year 11 months 19 days | ||
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 | 596,604 | ||
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 | 77,500 | ||
Employee Stock Option [Member] | Time Based Options Vesting 36 Month [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 36 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 | ||
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 time of grant and the remainder in 36 equal monthly installments beginning in the first month after the Vesting Start Date | ||
Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ | $ 0 | $ 13 | |
Restricted Stock Units [Member] | Other Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units, granted | 1,038 | ||
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 | 1,250,000 | ||
Shares available for future grant | 272,219 | ||
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 | 49,110 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of options, Outstanding beginning balance | shares | 369,619 |
Number of options, Granted | shares | 674,104 |
Number of options, Exercised | shares | 0 |
Number of options, Forfeited or expired | shares | (71,150) |
Number of options, Outstanding ending balance | shares | 972,573 |
Number of options, Exercisable | shares | 516.087 |
Number of options, Vested and expected to vest | shares | 959,929 |
Weighted average exercise price, Outstanding beginning balance | $ 56.92 |
Weighted average exercise price, Granted | 4.68 |
Weighted average exercise price, Exercised | 0 |
Weighted average exercise price, Forfeited or expired | 13.92 |
Weighted average exercise price, Outstanding ending balance | 23.85 |
Weighted average exercise price, Exercisable | 36.31 |
Weighted average exercise price, Vested and expected to vest | $ 24.04 |
Weighted average remaining contractual term, Outstanding ending balance | 8 years 5 months 16 days |
Weighted average remaining contractual term, Exercisable | 7 years 10 months 2 days |
Weighted average remaining contractual term, Vested and expected to vest | 8 years 5 months 12 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, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option life (years) | 5 years | 5 years 6 months |
Risk-free interest rate | 2.74% | 1.89% |
Expected volatility | 78.50% | 74.00% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option life (years) | 6 years 6 months | 9 years 4 months 28 days |
Risk-free interest rate | 2.84% | 2.25% |
Expected volatility | 82.90% | 86.30% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | $ 2,973 | $ 2,805 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | 970 | 710 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | $ 2,003 | $ 2,095 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Derivative Liability Categorized with Level 3 (Detail) - Derivative Instruments [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 1 | $ 35 |
Change in fair value | (1) | (34) |
Ending balance | $ 0 | $ 1 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards for federal income tax purposes | $ 149,374 | |
Net operating loss carryforwards for state income tax purposes | $ 99,230 | |
Net operating loss carryforwards, expiration date description | Various dates from 2023 through 2038. | |
Research and development credit | $ 3,170 | $ 2,789 |
Research and development credit, expiration date description | Various dates from 2022 through 2038. | |
Increase in deferred tax assets valuation allowance | $ 5,801 | $ 17,600 |
Federal net operating losses | 149,374 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards for federal income tax purposes | 17,887 | |
Research and development credit | 2,218 | |
Federal net operating losses | 17,887 | |
Operating loss carryforwards subject to expiration | 131,487 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research and development credit | 1,204 | |
Operating loss carryforwards subject to expiration | $ 99,230 |
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, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Income tax computed at federal statutory tax rate | 21.00% | 34.00% |
State taxes, net of federal benefit | 6.20% | 5.00% |
Research and development credits | 1.90% | 0.90% |
Nondeductible interest | 0.00% | (0.10%) |
Permanent differences | (0.60%) | (0.30%) |
Deferred rate change | 0.00% | (97.70%) |
Other | (0.30%) | (3.10%) |
Change in valuation allowance | (28.20%) | 61.30% |
Total | 0.00% | 0.00% |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 37,640 | $ 32,820 |
Research and development credit carryforwards | 3,170 | 2,789 |
Capitalized start-up expenses | 851 | 983 |
Stock Compensation | 2,589 | 1,905 |
Other | 520 | 472 |
Total deferred tax assets | 44,770 | 38,969 |
Valuation allowance | (44,770) | (38,969) |
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, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ 1,109 | $ 1,172 |
Additions for current year tax positions | 115 | 59 |
Reductions for prior year tax positions | (122) | |
Additions for prior year tax positions | 20 | |
Balance as of end of year | $ 1,244 | $ 1,109 |
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, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per common share | 4,703,517 | 706,589 |
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 | 8,526 | |
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 | 3,730,944 | 328,444 |
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 | 972,573 | 369,619 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) $ in Millions | Dec. 31, 2018USD ($) |
Material Transfer Agreement [Member] | |
Commitment And Contingencies [Line Items] | |
Outstanding obligation under the contract | $ 2.9 |
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, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 676 |
2,020 | 698 |
Total | $ 1,374 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Feb. 04, 2019 | Feb. 01, 2019 | Jan. 31, 2019 | Jan. 29, 2019 | Jan. 14, 2019 | Jan. 01, 2019 | Feb. 12, 2019 | Feb. 03, 2019 | Nov. 29, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Proceeds From Issuance Of Warrants | $ 2,162,000 | ||||||||||
Gross Proceeds From Of Common Stock | $ 3,700,000 | ||||||||||
Common Stock Issued and Outstanding | 4,932,723 | 2,104,750 | |||||||||
Subsequent Event [Member] | |||||||||||
Gross Proceeds From Of Common Stock | $ 905,000 | $ 265,000 | $ 2,500,000 | ||||||||
Sale of stock, Number of shares sold in transaction | 532,353 | 156,118 | 1,706,484 | ||||||||
Average Selling Price Of Common Stock | $ 1.70 | $ 1.70 | $ 1.465 | ||||||||
Reverse Stock Split | 1-for-10 | ||||||||||
Common Stock Issued and Outstanding | 10 | ||||||||||
Warrants Issued | 34,603 | 10,148 | |||||||||
Warrants Exercise Price | $ 2.125 | $ 2.125 | |||||||||
Subsequent Event [Member] | Underwriters [Member] | |||||||||||
Warrants Issued | 110,922 | ||||||||||
Warrants Exercise Price | $ 1.8313 | ||||||||||
Subsequent Event [Member] | Investor [Member] | |||||||||||
Warrants Issued | 1,706,484 | ||||||||||
Warrants Exercise Price | $ 1.34 | ||||||||||
Subsequent Event [Member] | Pre Funded Warrants [Member] | |||||||||||
Number of Warrants Exercised | 250,000 | 272,500 | 172,500 | ||||||||
Proceeds From Issuance Of Warrants | $ 25,000 | $ 27,000 | $ 17,000 | ||||||||
2013 Employee, Director and Consultant Equity Incentive Plan [Member] | Subsequent Event [Member] | |||||||||||
Total number of additional authorized shares under the plan | 246,636 |