Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 01, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Pulmatrix, Inc. | |
Entity Central Index Key | 0001574235 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | PULM | |
Security Exchange Name | NASDAQ | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Title of 12(b) Security | Common Stock | |
Entity Address, State or Province | MA | |
Entity Common Stock, Shares Outstanding | 19,624,560 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 31,817 | $ 2,563 |
Prepaid expenses and other current assets | 1,114 | 717 |
Total current assets | 32,931 | 3,280 |
Property and equipment, net | 335 | 394 |
Long-term restricted cash | 204 | 204 |
Goodwill | 3,577 | 10,845 |
Total assets | 37,047 | 14,723 |
Current liabilities: | ||
Accounts payable | 543 | 1,183 |
Accrued expenses | 1,231 | 1,696 |
Deferred revenue | 10,979 | 0 |
Total current liabilities | 12,753 | 2,879 |
Deferred revenue, net of current portion | 6,202 | 0 |
Total liabilities | 18,955 | 2,879 |
Commitments (Note 13) | ||
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value—500,000 authorized and 0 issued and outstanding at June 30, 2019 and December 31, 2018 | ||
Common stock, $0.0001 par value—200,000,000 shares authorized; 19,624,560, and 4,932,723 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively. | 2 | |
Additional paid-in capital | 225,655 | 206,409 |
Accumulated deficit | (207,565) | (194,565) |
Total stockholders' equity | 18,092 | 11,844 |
Total liabilities and stockholders' equity | $ 37,047 | $ 14,723 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 19,624,560 | 4,932,723 |
Common stock, shares outstanding | 19,624,560 | 4,932,723 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 4,819 | $ 0 | $ 4,819 | $ 153 |
Operating expenses | ||||
Research and development | 3,164 | 4,013 | 5,340 | 7,234 |
General and administrative | 3,128 | 2,115 | 5,115 | 4,161 |
Impairment of goodwill | 6,474 | 7,268 | ||
Total operating expenses | 12,766 | 6,128 | 17,723 | 11,395 |
Loss from operations | (7,947) | (6,128) | (12,904) | (11,242) |
Interest expense | (80) | (186) | ||
Other income/(expense), net | 103 | 20 | (96) | 19 |
Net loss | $ (7,844) | $ (6,188) | $ (13,000) | $ (11,409) |
Net loss per share, basic and diluted | $ (0.41) | $ (1.34) | $ (0.99) | $ (3.35) |
Weighted average shares of common stock used to compute basic and diluted net loss per share | 19,216,172 | 4,610,205 | 13,114,242 | 3,405,644 |
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, 2017 | $ 10,137 | $ 184,139 | $ (174,002) | |
Beginning balance, shares at Dec. 31, 2017 | 2,104,750 | |||
Issuance of common stock, net of issuance costs | 1,847 | 1,847 | ||
Issuance of common stock, net of issuance costs, shares | 123,266 | |||
Stock-based compensation | 765 | 765 | ||
Net loss | (5,221) | (5,221) | ||
Ending balance at Mar. 31, 2018 | 7,528 | 186,751 | (179,223) | |
Ending balance, shares at Mar. 31, 2018 | 2,228,016 | |||
Beginning balance at Dec. 31, 2017 | 10,137 | 184,139 | (174,002) | |
Beginning balance, shares at Dec. 31, 2017 | 2,104,750 | |||
Net loss | (11,409) | |||
Ending balance at Jun. 30, 2018 | 16,798 | 202,209 | (185,411) | |
Ending balance, shares at Jun. 30, 2018 | 4,692,723 | |||
Beginning balance at Mar. 31, 2018 | 7,528 | 186,751 | (179,223) | |
Beginning balance, shares at Mar. 31, 2018 | 2,228,016 | |||
Issuance of common stock, net of issuance costs | 14,449 | 14,449 | ||
Issuance of common stock, net of issuance costs, shares | 1,681,000 | |||
Exercise of pre-funded warrants | 76 | 76 | ||
Exercise of pre-funded warrants, shares | 783,707 | |||
Stock-based compensation | 933 | 933 | ||
Net loss | (6,188) | (6,188) | ||
Ending balance at Jun. 30, 2018 | 16,798 | 202,209 | (185,411) | |
Ending balance, shares at Jun. 30, 2018 | 4,692,723 | |||
Beginning balance at Dec. 31, 2018 | 11,844 | 206,409 | (194,565) | |
Beginning balance, shares at Dec. 31, 2018 | 4,932,723 | |||
Adjustment for reverse stock split, shares | 2,717 | |||
Issuance of common stock, net of issuance costs | 2,979 | $ 1 | 2,978 | |
Issuance of common stock, net of issuance costs, shares | 2,394,955 | |||
Exercise of pre-funded warrants | 70 | 70 | ||
Exercise of pre-funded warrants, shares | 697,500 | |||
Stock-based compensation | 459 | 459 | ||
Net loss | (5,156) | (5,156) | ||
Ending balance at Mar. 31, 2019 | 10,196 | $ 1 | 209,916 | (199,721) |
Ending balance, shares at Mar. 31, 2019 | 8,027,895 | |||
Beginning balance at Dec. 31, 2018 | 11,844 | 206,409 | (194,565) | |
Beginning balance, shares at Dec. 31, 2018 | 4,932,723 | |||
Net loss | (13,000) | |||
Ending balance at Jun. 30, 2019 | 18,092 | $ 2 | 225,655 | (207,565) |
Ending balance, shares at Jun. 30, 2019 | 19,624,560 | |||
Beginning balance at Mar. 31, 2019 | 10,196 | $ 1 | 209,916 | (199,721) |
Beginning balance, shares at Mar. 31, 2019 | 8,027,895 | |||
Issuance of common stock, net of issuance costs | 14,566 | 14,566 | ||
Issuance of common stock, net of issuance costs, shares | 3,319,553 | |||
Exercise of pre-funded warrants | 83 | $ 1 | 82 | |
Exercise of pre-funded warrants, shares | 8,277,112 | |||
Stock-based compensation | 1,091 | 1,091 | ||
Net loss | (7,844) | (7,844) | ||
Ending balance at Jun. 30, 2019 | $ 18,092 | $ 2 | $ 225,655 | $ (207,565) |
Ending balance, shares at Jun. 30, 2019 | 19,624,560 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (13,000) | $ (11,409) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 95 | 118 |
Stock-based compensation | 1,550 | 1,698 |
Impairment of goodwill | 7,268 | |
Deferred rent | (11) | |
Non-cash interest expense | 55 | |
Non-cash debt issuance expense | 3 | |
Fair value adjustment on derivative liability | (1) | |
(Gain)/Loss on disposal of property and equipment | (1) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (397) | 77 |
Accounts payable | (640) | 1,050 |
Accrued expenses | (454) | 334 |
Deferred revenue | 17,181 | |
Net cash provided by (used in) operating activities | 11,591 | (8,075) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (35) | (2) |
Net cash used in investing activities | (35) | (2) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of issuance costs | 17,545 | 16,372 |
Proceeds from the exercise of pre-funded warrants | 153 | |
Term loan principal payments | (3,259) | |
End of term payments | (245) | |
Net cash provided by financing activities | 17,698 | 12,868 |
Net increase in cash and cash equivalents | 29,254 | 4,791 |
Cash, cash equivalents and restricted cash — beginning of period | 2,767 | 3,754 |
Cash, cash equivalents and restricted cash — end of period | $ 32,021 | $ 8,545 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2019 | |
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, Inc. changed its name from Ruthigen, Inc. to “Pulmatrix, Inc.” and relocated its corporate headquarters to Lexington, Massachusetts. The Company is a clinical stage biotechnology company focused on the discovery and development of a novel class of inhaled therapeutic products. The Company’s proprietary dry powder delivery platform, iSPERSE™ (inhaled Small Particles Easily Respirable and Emitted), is engineered to deliver small, dense particles with highly efficient dispersibility and delivery to the airways, which can be used with an array of dry powder inhaler technologies and can be formulated with a variety of drug substances. The Company is developing a pipeline of iSPERSE-based therapeutic candidates targeted at prevention and treatment of a range of respiratory diseases and infections with significant unmet medical needs. On February 5, 2019, the Company effectuated a 1-for-10 reverse stock split of its issued and outstanding shares of common stock (the “Reverse Stock Split”) pursuant to which every 10 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock. Accordingly, all common share and per share data are retrospectively restated to give effect of the Reverse Stock Split for all periods presented herein. Liquidity At June 30, 2019, the Company had unrestricted cash and cash equivalents of $31,817 and working capital of $20,178. The Company had incurred recurring losses and as of June 30, 2019 had an accumulated deficit of $207,565. During the six months ended June 30, 2019, the Company had used approximately $11,591 in its operating activities. During the six months ended June 30, 2019, the Company raised an aggregate of $17,698 in net proceeds through the sale of its common stock and the exercise of pre-funded warrants (note 7). On April 15, 2019, the Company entered into a material definitive agreement with Cipla Technologies, LLP (“Cipla”) and $22,000 was received pursuant to the terms of the agreement (note 6). |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recent Accounting Standards | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Recent Accounting Standards | 2. Summary of Significant Accounting Policies and Recent Accounting Standards Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the six months ended June 30, 2019, are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2019. For further information, refer to the financial statements and footnotes included in the Company’s annual financial statements for the fiscal year ended December 31, 2018, which are included in the Company’s annual report on Form 10-K filed with the SEC on February 19, 2019. Use of Estimates In preparing consolidated financial statements in conformity with 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, recognition of research and development and license revenues, goodwill impairment, and estimating the fair value of long-lived assets to assess whether impairment charges may apply. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash, checking accounts and money market accounts. Restricted cash consists of cash deposited with a financial institution for $204. The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported in the condensed consolidated balance sheets that sum to the total of the same amounts in the statement of cash flows. Six Months Ended 2019 2018 Cash and cash equivalents $ 31,817 $ 8,341 Restricted Cash 204 204 Total cash, cash equivalents and restricted cash in the statement of cash flows $ 32,021 $ 8,545 Significant Accounting Policies In the six months ended June 30, 2019, there were no changes to the Company’s significant accounting policies identified in the Company’s most recent annual financial statements for the fiscal year ended December 31, 2018, which are included in the Company’s current report on Form 10-K. Recent Accounting Pronouncements In November 2018, the FASB issued ASU No. 2018-18, Clarifying the Interaction between Topic 808 and Topic In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement In June 2018, the FASB issued ASU No. 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 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” In July 2017, FASB issued ASU No. 2017-11, Earnings per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). ASU 2017-11 consists of two parts. The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update re-characterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company has adopted ASU 2017-11 and adoption of this ASU has no significant impact on its condensed consolidated financial statements. In February 2016, the FASB issued authoritative guidance under ASU 2016-02, Leases (Topic 842). ASU 2016-02 provides new comprehensive lease accounting guidance that supersedes existing lease guidance. Upon adoption of ASU 2016-02, the Company will be required to recognize most leases on its balance sheet at the beginning of the earliest comparative period presented with a corresponding adjustment to stockholders’ equity. ASU 2016-02 requires the Company to capitalize most current operating lease obligations as right-of-use assets with a corresponding liability based on the present value of future operating lease obligations. Criteria for distinguishing leases between finance and operating are substantially similar to criteria for distinguishing between capital leases and operating leases in previous lease guidance. Lease agreements that are 12 months or less are permitted to be excluded from the balance sheet. Topic 842 includes a number of optional practical expedients that the Company may elect to apply. Expanded disclosures with additional qualitative and quantitative information will also be required. The adoption will include updates as provided under ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842 and ASU 2018-10, Codification Improvements to Topic 842, Leases. Since the Company is an emerging growth company and elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act, this ASU 2016-02 and related ASUs will be effective for the Company beginning in fiscal 2020. The Company is currently evaluating the potential impact of adoption of this standard on its condensed consolidated financial statements and the additional transition method under ASU 2018-11, which allows the Company to recognize Topic 842’s cumulative effect within retained earnings in the period of adoption. In May 2014, the FASB issued ASU No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605). The new standard’s core principal is that an entity will recognize revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring good or services to a customer. The principles in the standard are applied in five steps: 1) Identify the contract(s) with a customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) the entity satisfies a performance obligation. The Company adopted Topic 606 as of January 1, 2019 using the modified retrospective transition method. The adoption of Topic 606 did not have any material impact on the Company’s condensed consolidated financial statements. 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 reporting entity exceeds its fair value. As of June 30, 2019, the Company’s common stock value declined, accordingly, the Company determined that its carrying value is in excess of its fair value and as such, recorded an impairment charge of $6,474 and revalued goodwill to $3,577. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2019 | |
Text Block [Abstract] | |
Prepaid Expenses and Other Current Assets | 3. Prepaid Expenses and Other Current Assets Prepaid expenses consisted of the following: At June 30, 2019 At December 31, 2018 Prepaid Insurance $ 377 $ 243 Prepaid Clinical Trials 513 419 Prepaid Other 211 27 Deferred Operating Costs 13 28 Total prepaid expenses and other current assets $ 1,114 $ 717 |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, net Property and equipment consisted of the following: At June 30, 2019 At December 31, 2018 Laboratory equipment $ 1,538 $ 1,529 Computer equipment 191 185 Office furniture and equipment 217 217 Leasehold improvements 579 579 Construction in progress 14 —— Total property and equipment 2,539 2,510 Less accumulated depreciation and amortization (2,204 ) (2,116 ) Property and equipment, net $ 335 $ 394 Depreciation and amortization expense for the three months and six months ended June 30, 2019, was $45 and $95, respectively. Depreciation and amortization expense for the three months and six months ended June 30, 2018, was $58 and $118, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following: At June 30, 2019 At December 31, 2018 Accrued vacation $ 82 $ 59 Accrued wages and incentive 369 915 Accrued clinical & consulting 216 517 Accrued legal & patent 171 67 Deferred rent 56 67 Accrued other expenses 337 71 Total accrued expenses $ 1,231 $ 1,696 |
Collaborations
Collaborations | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborations | 6. Collaborations On April 15, 2019 (“Effective Date”), the Company entered into a Development and Commercialization Agreement (the “Cipla Agreement”) with Cipla Technologies, LLC. for the worldwide development and commercialization of Pulmazole (the “Product”), an inhaled formulation of the anti-fungal drug itraconazole (developed using iSPERSE technology designed to treat allergic bronchopulmonary aspergillosis (“ABPA”) in patients with asthma. Pursuant to the Cipla Agreement, the Company is responsible for the development of the Product in accordance with the development plan, which includes completion of the Phase 2 ABPA study, as well as any additional Phase 2/2b and/or Phase 3 clinical studies that may be required for regulatory approval. In addition, the Company will be responsible for submission of investigational new drug (“IND”) applications, annual reports and other regulatory filings to the extent required to conduct the development activities, including any clinical studies. Subsequent to regulatory approval of the Product for marketing in the U.S. or in any other country, Cipla will be responsible for the implementation of the commercialization plan, including all activities, arrangements and other matters related to commercialization. The Company received a non-refundable upfront payment of $22 million under the Cipla Agreement (the “Upfront Payment”). Upon receipt of the Upfront Payment, the Company irrevocably assigned to Cipla the following assets, solely to the extent that each covers the Product in connection with any treatment, prevention, and/or diagnosis of diseases of the pulmonary system (“Pulmonary Indications”): all existing and future technologies, current and future drug master files, dossiers, third-party contracts, regulatory filings, regulatory materials and regulatory approvals, patents, and intellectual property rights, as well as any other associated rights and assets directly related to the Product, specifically in relation to Pulmonary Indications (collectively, the “Assigned Assets”), excluding most specifically the Company’s iSPERSE technology. A portion of the Upfront Payment was deposited by the Company into a bank account, along with an equal amount from the Company, and will be dedicated to the development of the Product (the “Initial Development Funding”). After the Initial Development Funding is depleted, the Company and Cipla will each be responsible for 50% of the development costs actually incurred (the “Co-Development Phase”). The Company and Cipla have established a joint steering committee (the “JSC”). The JSC will, among other powers and responsibilities, direct the further development and commercialization activities, including all budgetary activities in relation to the Product. The JSC will oversee the performance of the Company and Cipla under the Cipla Agreement and will provide a forum for sharing advice, progress and results relating to such activities. The JSC is also responsible for reviewing and approving the development plan developed by the Company, and the commercialization plan developed by Cipla. The Cipla Agreement will remain in effect in perpetuity, unless otherwise earlier terminated in accordance with its terms. In the event of circumstances affecting the continuity of development of the Product in line with the Cipla Agreement, the JSC will evaluate the cause and effect and make a recommendation as to the most optimal option available to Cipla and the Company. In any event, either the Company or Cipla may elect to terminate (a “Terminating Party”) its obligation to fund additional costs and expenses for the development and/or commercialization of the Product. If the non-Terminating Party wishes to continue the development of the Product, it will have the right to purchase the rights of the Terminating Party in the Product at fair market value. If both the Company and Cipla abandon the development program, the Company and Cipla shall make commercially reasonable efforts to monetize the Product and development program in connection with the Pulmonary Indications. The Company and Cipla will equally share the proceeds. The Cipla Agreement also contains customary representations, warranties and covenants by both parties, as well as customary provisions relating to indemnification, confidentiality and other matters. Accounting Treatment The Company concluded that because both it and Cipla are active participants in the arrangement and are exposed to the significant risks and rewards of the collaboration, the Company’s collaboration with Cipla is within the scope of ASC 808 Collaborative Arrangements (“ASC 808”) for accounting purposes. Contemplating the guidance of ASU 2018-18, the Company concluded that because Cipla contracted with the Company to obtain research and development services and an irrevocable license to the Assigned Assets, each of which is an output of the Company’s ordinary activities in exchange for consideration, Cipla is a customer. Therefore, in order to determine the appropriate treatment for the research and development services and the license grant, the Company has applied the guidance in ASC 606 Revenue from Contracts with Customers (“ASC 606”) to account for and present consideration received from Cipla. Accordingly, the Company identified the following material promises under the arrangement: (1) the research and development services for the Product and (2) an irrevocable license to the Assigned Assets. The Company determined that the research and development services and license to the Assigned Assets are considered highly interdependent and highly interrelated and combined into a single performance obligation because it is impossible for Cipla to benefit from the license to the Assigned Assets without the performance by Pulmatrix of the research and development services. Such research and development services are highly specialized and proprietary to Pulmatrix and therefore not available to Cipla from any other third party. The Company determined the total transaction price to be $22 million. Any consideration related to the Co-Development Phase has not been included in the transaction price as such amounts are subject to the variable consideration constraint. Additionally, upon Commercialization, Cipla and the Company will share equally, both positive and negative total free cash-flows earned by Cipla in respect of the Product. However, the Company has not included such free cash-flows in the transaction price as these milestones are constrained until after the commercialization of the Product. Revenue associated with the combined research and development services for the Product and the irrevocable license to the Assigned Assets is recognized as revenue as the research and development services are provided using an input method, according to the ratio of costs incurred to the total costs expected to be incurred in the future to satisfy the performance obligation. In management’s judgment, this input method is the best measure of the transfer of control of the performance obligation. The amounts received that have not yet been recognized as revenue are recorded in deferred revenue on the Company’s condensed consolidated balance sheet. None of the performance obligations have been fully satisfied as of June 30, 2019. During the three and six months ended June 30, 2019, the Company recognized $4.8 million in revenue in the Company’s condensed consolidated statements of operations under the Cipla Agreement. The Company received the $22.0 million Upfront Payment, and $4.8 million of revenue was recognized during the three and six months ended June 30, 2019. The aggregate amount of the transaction price related to the Company’s unsatisfied performance obligations and recorded $17.2 million in deferred revenue, of which $11.0 million is current. The Company expects to recognize the deferred revenue according to costs incurred, over the remaining research term, which is expected to be up to three |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2019 | |
Text Block [Abstract] | |
Common Stock | 7. Common Stock 2019 Public Offering On April 8, 2019, the Company closed its underwritten public offering in which, pursuant to the underwriting agreement entered into between the Company and H.C. Wainwright & Co., LLC, as representative of the underwriters, dated April 3, 2019, the Company issued and sold an aggregate of (i) 1,719,554 common units, with each common unit being comprised of one share of the Company’s common stock, par value $0.0001 per share and one warrant to purchase one share of common stock and (ii) 8,947,112 pre-funded units with each pre-funded unit being comprised of one pre-funded warrant to purchase one share of common stock and one common warrant to purchase one share of common stock. The public offering price was $1.35 per common unit and $1.34 per pre-funded unit. The common warrants have an exercise price of $1.35 per share. In addition, on April 8, 2019, the Company closed on the sale of an additional 1,599,999 common units purchased pursuant to the exercise in full of the underwriter’s option to purchase additional securities. Each common unit contains one share of common stock and one common warrant to purchase a share of common stock. During the three months ended June 30, 2019, pre-funded warrants issued in this offering were exercised and 8,277,112 shares of common stock were issued with net proceeds of $83. Warrants were also issued to the underwriters to purchase 797,334 shares of common stock at an exercise price of $1.6875 per share. Both the common and underwriter warrants have an exercise term of five years and are exercisable immediately following their issuance. After giving effect to the exercise of the Underwriters’ overallotment option and the exercise of 8,277,112 pre-funded warrants, the gross aggregate proceeds from the offering on April 8 was $16,553, prior to deducting underwriting discounts and commissions and other estimated offering expenses. The Company agreed to pay H.C. Wainwright & Co, LLC a commission of 7% of the gross proceeds. The Company also agreed to pay or reimburse certain expenses on behalf of H.C. Wainwright. A total of $1,904 of commissions and other issuance costs were associated with the public offering. For the three months ending June 30, 2019, after giving effect to fees, commissions and other expenses of approximately $1,904, the Company recorded net proceeds of $14,649 in aggregate for the sale of the public offering and the pre-funded warrant exercises. Confidential Marketed Public Offering (“CMPO”) On January 31, 2019 and February 4, 2019, the Company closed two CMPOs, pursuant to which the Company sold 156,118 and 532,353 shares of common stock, respectively, at $1.70 per share and issued warrants to exercise 10,151 and 34,605 shares of common stock, respectively, to underwriters at an exercise price of $2.125 per share with expiration dates of January 26, 2024 Registered Direct Offering On February 12, 2019, the Company sold 1,706,484 shares at $1.465 per share for gross proceeds of approximately $2,500. In this registered direct offering, the Company issued warrants to purchase 1,706,484 shares of its common stock to investors with an exercise price of $1.34 per share and an expiration date of August 12, 2024. In addition, the Company issued warrants to purchase 110,922 shares of its common stock to underwriters with an exercise price of $ 1.8313 Exercise of Warrants During the three months ended March 31, 2019 , 697,500 pre-funded warrants, which were issued as part of the November 2018 securities purchase agreement with an institutional investor, were exercised and the Company recorded $70 in net proceeds. For the three months ending March 31, 2019, after giving effect to fees, commissions and other expenses of approximately $691, the Company recorded net proceeds of $3,049 in aggregate for the sale of the CMPOs, the registered direct offering and the pre-funded warrant exercises. For the six months ending June 30, 2019, after giving effect to fees, commissions and other expenses of approximately $2,595, the Company recorded net proceeds of $17,698 in aggregate for the sale of the public offering, CMPOs, the registered direct offering and the pre-funded warrant exercises. The Company intends to use the net proceeds for research and development of its therapeutic candidates, particularly the development of Pulmazole, as well as for working capital and general corporate purposes. 2018 Public Offering On April 3, 2018, the Company closed its previously announced an underwritten public offering in which, pursuant to the underwriting agreement entered into between the Company and Oppenheimer & Co. Inc., as representative of the underwriters, dated March 28, 2018, the Company issued and sold (i) 1,566,000 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 to purchase one share of common stock and one Series B warrant to purchase one share of common stock, and (ii) 784,000 pre-funded units, with each pre-funded unit being comprised of one pre-funded warrant to purchase one share of common stock, one Series A Warrant and one Series B Warrant. The public offering price was $6.50 per common unit and $6.40 per pre-funded unit, and the gross proceeds received by the Company on April 3, 2018 pursuant to such sales were $15,197, prior to deducting underwriting discounts and commissions and other estimated offering expenses. In addition, on April 4, 2018, the Company closed on the sale of 115,000 additional common units pursuant to the underwriters’ option, under the underwriting agreement, to purchase up to an additional 115,000 common and pre-funded units, 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 warrants issued in the offering were exercised in April 2018 and, as 15,000 The Series A Warrants included in the common units and the pre-funded units were immediately exercisable at a price of $6.50 per share of common stock, subject to adjustment in certain circumstances, and will expire six months from the date of issuance. The Series B Warrants included in the common units and the pre-funded units were immediately exercisable at a price of $7.50 per share of common stock, subject to adjustment in certain circumstances, and will expire five years from the date of issuance. The shares of common stock, or pre-funded warrants in the case of the pre-funded units, and the Series A Warrants and Series B Warrants were offered together, but the securities contained in the common units and the pre-funded units were issued separately. The Company agreed to pay Oppenheimer & Co., Inc. 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 $1,497 of commissions and other issuance costs were associated with the public offering. The net proceeds to the Company from the Offering of the common units and pre-funded units were approximately $14,525, 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 Offering On March 17, 2017, the Company entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”) to act as the Company’s sales agent with respect to the issuance and sale of up to $11,000 of the Company’s shares of common stock, from time to time in an at-the-market public offering. Sales of common stock under the Sales Agreement are made pursuant to an effective shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission on July 15, 2016, and subsequently declared effective on August 3, 2016 (File No. 333-212546), and a related prospectus. BTIG acts as the Company’s sales agent on a commercially reasonable efforts basis, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Global Market. If expressly authorized by the Company, BTIG may also sell the Company’s common stock in privately negotiated transactions. There is no specific date on which the offering will end, there are no minimum sale requirements and there are no arrangements to place any of the proceeds of this offering in an escrow, trust or similar account. BTIG is entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale of the Company’s common stock pursuant to the Sales Agreement. During the six-month period ended June 30, 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. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Warrants | 8. Warrants A rollforward of the common stock warrants outstanding at June 30, 2019 is as follows. Number of Weighted Weighted Aggregate Outstanding January 1, 2019 4,428,444 $ 10.78 $ — Adjustment for Reverse Stock Split 16 $ Warrants issued 14,926,161 $ 1.37 Pre-funded warrants issued 8,947,112 $ 0.01 Pre-funded warrants exercised (8,974,612 ) $ 0.01 Expirations (3,926 ) $ 226.60 Outstanding June 30, 2019 19,323,195 $ 3.48 4.52 $ — The following represents a summary of the warrants outstanding at each of the dates identified: Classification Exercise Expiration Number of Shares For the Period Ended Issue Date 2019 2018 April 8, 2019 Equity $ 0.01 ----- 670,000 — April 8, 2019 Equity $ 1.35 April 8, 2024 12,266,665 — April 8, 2019 Equity $ 1.6875 April 3, 2024 797,334 — February 12, 2019 Equity $ 1.8313 February 7, 2024 110,922 — February 12, 2019 Equity $ 1.34 August 12, 2024 1,706,484 — February 04, 2019 Equity $ 2.125 January 30, 2024 34,605 — January 31, 2019 Equity $ 2.125 January 26, 2024 10,151 — December 3, 2018 Equity $ 3.90 June 3, 2024 937,500 — April 3, 2018 Equity $ 7.50 April 3, 2023 2,350,011 4,815,000 April 4, 2018 Equity $ 7.50 April 4, 2023 115,000 230,000 August 31, 2015 Equity $ 118.00 August 31, 2020 3,000 3,000 June 15, 2015 Equity $ 75.50 May 6, 2024 319,008 319,008 June 15, 2015 Equity $ 83.50 June 16, 2020 2,515 2,515 June 15, 2015 Equity $ 83.50 Mar 21, 2019 — 3,926 Adjustment for Reverse Stock Split — (5 ) Total Outstanding 19,323,195 5,258,444 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation The Company sponsors the Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan). As of June 30, 2019, the 2013 Plan provides for the grant of up to 12,500,000 shares of common stock, of which 59,043 shares remained available for future grant. In addition, the Company has two legacy plans: The Pulmatrix Operating’s 2013 Employee, Director and Consultant Equity Incentive Plan (the “Original 2013 Plan”) and Pulmatrix Operating’s 2003 Employee, Director, and Consultant Stock Plan (the “2003 Plan”). As of June 30, 2019, a total of 43,768 shares of common stock may be delivered under options outstanding under the Original 2013 Plan and the 2003 Plan, however no additional awards may be granted under the Original 2013 Plan or the 2003 Plan. Options During the three and six months ended June 30, 2019, the Company granted 561,600 options to employees and 90,000 options to directors. At the date of grant, the fair value of the options was $393 and $63 respectively. No options were granted to consultants during the period. The stock options granted vest over either 36 or 48 months (the “Time Based Options”). Subject to the grantees’ continuous service with the Company and as defined in the grant agreement, Time Based Options vest in one of the following ways: (i) 25% on the first anniversary of the option grant date and the remainder in 36 equal monthly installments beginning in the month after the vesting start date, (ii) 25% on the option grant date and the remainder in 36 equal monthly installments beginning in the month after the vesting start date or (iii) in 48 equal monthly installments beginning on the monthly anniversary of the vesting start date. Stock options generally expire ten years after the date of grant. The following table summarizes stock option activity for the six months ended June 30, 2019: Number of Weighted- Weighted- Aggregate Outstanding — January 1, 2019 972,569 $ 23.85 $ — Granted 651,600 $ 1.06 Exercised — $ — Forfeited or expired (197,124 ) $ 23.18 Outstanding — June 30, 2019 1,427,045 $ 13.54 8.81 $ — Exercisable — June 30, 2019 607,879 $ 28.24 7.72 $ — Vested and expected to vest — June 30, 2019 1,420,302 $ 13.58 8.81 $ — The estimated fair values of employee stock options granted during the three and six months ended June 30, 2019 and 2018, were determined on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Three and Six 2019 2018 Expected option life (years) 6.02 5.58 Risk-free interest rate 2.22 % 2.77 % Expected volatility 74.14 % 79.68 % Expected dividend yield 0 % 0 % The risk-free interest rate was obtained from U.S. Treasury rates for the applicable periods. The Company’s expected volatility was based upon the historical volatility for industry peers and used an average of those volatilities. The expected life of the Company’s options was determined using the simplified method as a result of limited historical data regarding the Company’s activity. The dividend yield considers that the Company has not historically paid dividends and does not expect to pay dividends in the foreseeable future. As of June 30, 2019, there was $1,563 of unrecognized stock-based compensation expense related to unvested stock options granted under the Company’s stock award plans. This expense is expected to be recognized over a weighted-average period of approximately 2.1 years. The following table presents total stock-based compensation expense for the three and six months ended June 30, 2019 and 2018: Three Months Ended Six Months Ended 2019 2018 2019 2018 Research and development $ 18 $ 306 $ 67 $ 516 General and administrative 1,073 627 $ 1,483 $ 1,182 Total stock based compensation expense $ 1,091 $ 933 $ 1,550 $ 1,698 |
Other Income_(Expense), net
Other Income/(Expense), net | 6 Months Ended |
Jun. 30, 2019 | |
Other Income and Expenses [Abstract] | |
Other Income/(Expense), net | 10. Other Income/(Expense), net For the three months ended June 30, 2019, other income/(expense), net is primarily comprised of $103 of interest income. For the six months ended June 30, 2019, other income/(expense), net is primarily comprised of a settlement charge of $200 partially offset by $106 of interest income. For both the three and six months ended June 30, 2018, other income/(expense), net is primarily comprised of interest income. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The Company has total deferred tax assets of $44,770 and a full valuation allowance recorded against the assets. In general, if the Company experiences 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 the Company’s pre-change net operating loss (“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. The Company has not, as of yet, completed a study to determine if any such changes have occurred that could limit its ability to use the net operating losses and tax credit carryforwards. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 12. Net Loss Per Share The Company computes basic and diluted net loss per share using a methodology that gives effect to the impact of outstanding participating securities (the “two-class method”). As the three months and six months ended June 30, 2019 and 2018 resulted in net losses attributable to common shareholders, there is no income allocation required under the two-class method or dilution attributed to weighted average shares outstanding in the calculation of diluted net loss per share. The following potentially dilutive securities outstanding prior to the use of the treasury stock method have been excluded from the computation of diluted weighted-average shares outstanding, as they would be anti-dilutive. As of June 30, 2019 2018 Options to purchase common stock 1,427,045 1,039,617 Warrants to purchase common stock 18,653,195 5,258,444 |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 13. Commitments Future minimum lease payments under the non-cancelable operating lease for office and lab space is as follows: Amount 2019 $ 338 2020 698 Total $ 1,036 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recent Accounting Standards (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the six months ended June 30, 2019, are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2019. For further information, refer to the financial statements and footnotes included in the Company’s annual financial statements for the fiscal year ended December 31, 2018, which are included in the Company’s annual report on Form 10-K filed with the SEC on February 19, 2019. |
Use of Estimates | Use of Estimates In preparing consolidated financial statements in conformity with 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, recognition of research and development and license revenues, goodwill impairment, and estimating the fair value of long-lived assets to assess whether impairment charges may apply. |
Cash and Cash Equivalents | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash, checking accounts and money market accounts. Restricted cash consists of cash deposited with a financial institution for $204. The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported in the condensed consolidated balance sheets that sum to the total of the same amounts in the statement of cash flows. Six Months Ended 2019 2018 Cash and cash equivalents $ 31,817 $ 8,341 Restricted Cash 204 204 Total cash, cash equivalents and restricted cash in the statement of cash flows $ 32,021 $ 8,545 |
Significant Accounting Policies | Significant Accounting Policies In the six months ended June 30, 2019, there were no changes to the Company’s significant accounting policies identified in the Company’s most recent annual financial statements for the fiscal year ended December 31, 2018, which are included in the Company’s current report on Form 10-K. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2018, the FASB issued ASU No. 2018-18, Clarifying the Interaction between Topic 808 and Topic In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement In June 2018, the FASB issued ASU No. 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 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” In July 2017, FASB issued ASU No. 2017-11, Earnings per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). ASU 2017-11 consists of two parts. The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update re-characterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company has adopted ASU 2017-11 and adoption of this ASU has no significant impact on its condensed consolidated financial statements. In February 2016, the FASB issued authoritative guidance under ASU 2016-02, Leases (Topic 842). ASU 2016-02 provides new comprehensive lease accounting guidance that supersedes existing lease guidance. Upon adoption of ASU 2016-02, the Company will be required to recognize most leases on its balance sheet at the beginning of the earliest comparative period presented with a corresponding adjustment to stockholders’ equity. ASU 2016-02 requires the Company to capitalize most current operating lease obligations as right-of-use assets with a corresponding liability based on the present value of future operating lease obligations. Criteria for distinguishing leases between finance and operating are substantially similar to criteria for distinguishing between capital leases and operating leases in previous lease guidance. Lease agreements that are 12 months or less are permitted to be excluded from the balance sheet. Topic 842 includes a number of optional practical expedients that the Company may elect to apply. Expanded disclosures with additional qualitative and quantitative information will also be required. The adoption will include updates as provided under ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842 and ASU 2018-10, Codification Improvements to Topic 842, Leases. Since the Company is an emerging growth company and elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act, this ASU 2016-02 and related ASUs will be effective for the Company beginning in fiscal 2020. The Company is currently evaluating the potential impact of adoption of this standard on its condensed consolidated financial statements and the additional transition method under ASU 2018-11, which allows the Company to recognize Topic 842’s cumulative effect within retained earnings in the period of adoption. In May 2014, the FASB issued ASU No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605). The new standard’s core principal is that an entity will recognize revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring good or services to a customer. The principles in the standard are applied in five steps: 1) Identify the contract(s) with a customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) the entity satisfies a performance obligation. The Company adopted Topic 606 as of January 1, 2019 using the modified retrospective transition method. The adoption of Topic 606 did not have any material impact on the Company’s condensed consolidated financial statements. |
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 reporting entity exceeds its fair value. As of June 30, 2019, the Company’s common stock value declined, accordingly, the Company determined that its carrying value is in excess of its fair value and as such, recorded an impairment charge of $6,474 and revalued goodwill to $3,577. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Recent Accounting Standards (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents [Table Text Block] | The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported in the condensed consolidated balance sheets that sum to the total of the same amounts in the statement of cash flows. Six Months Ended 2019 2018 Cash and cash equivalents $ 31,817 $ 8,341 Restricted Cash 204 204 Total cash, cash equivalents and restricted cash in the statement of cash flows $ 32,021 $ 8,545 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Text Block [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses consisted of the following: At June 30, 2019 At December 31, 2018 Prepaid Insurance $ 377 $ 243 Prepaid Clinical Trials 513 419 Prepaid Other 211 27 Deferred Operating Costs 13 28 Total prepaid expenses and other current assets $ 1,114 $ 717 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following: At June 30, 2019 At December 31, 2018 Laboratory equipment $ 1,538 $ 1,529 Computer equipment 191 185 Office furniture and equipment 217 217 Leasehold improvements 579 579 Construction in progress 14 —— Total property and equipment 2,539 2,510 Less accumulated depreciation and amortization (2,204 ) (2,116 ) Property and equipment, net $ 335 $ 394 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: At June 30, 2019 At December 31, 2018 Accrued vacation $ 82 $ 59 Accrued wages and incentive 369 915 Accrued clinical & consulting 216 517 Accrued legal & patent 171 67 Deferred rent 56 67 Accrued other expenses 337 71 Total accrued expenses $ 1,231 $ 1,696 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Summary of Common Stock Warrants Outstanding | A rollforward of the common stock warrants outstanding at June 30, 2019 is as follows. Number of Weighted Weighted Aggregate Outstanding January 1, 2019 4,428,444 $ 10.78 $ — Adjustment for Reverse Stock Split 16 $ Warrants issued 14,926,161 $ 1.37 Pre-funded warrants issued 8,947,112 $ 0.01 Pre-funded warrants exercised (8,974,612 ) $ 0.01 Expirations (3,926 ) $ 226.60 Outstanding June 30, 2019 19,323,195 $ 3.48 4.52 $ — |
Summary of the Warrants Outstanding | The following represents a summary of the warrants outstanding at each of the dates identified: Classification Exercise Expiration Number of Shares For the Period Ended Issue Date 2019 2018 April 8, 2019 Equity $ 0.01 ----- 670,000 — April 8, 2019 Equity $ 1.35 April 8, 2024 12,266,665 — April 8, 2019 Equity $ 1.6875 April 3, 2024 797,334 — February 12, 2019 Equity $ 1.8313 February 7, 2024 110,922 — February 12, 2019 Equity $ 1.34 August 12, 2024 1,706,484 — February 04, 2019 Equity $ 2.125 January 30, 2024 34,605 — January 31, 2019 Equity $ 2.125 January 26, 2024 10,151 — December 3, 2018 Equity $ 3.90 June 3, 2024 937,500 — April 3, 2018 Equity $ 7.50 April 3, 2023 2,350,011 4,815,000 April 4, 2018 Equity $ 7.50 April 4, 2023 115,000 230,000 August 31, 2015 Equity $ 118.00 August 31, 2020 3,000 3,000 June 15, 2015 Equity $ 75.50 May 6, 2024 319,008 319,008 June 15, 2015 Equity $ 83.50 June 16, 2020 2,515 2,515 June 15, 2015 Equity $ 83.50 Mar 21, 2019 — 3,926 Adjustment for Reverse Stock Split — (5 ) Total Outstanding 19,323,195 5,258,444 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the six months ended June 30, 2019: Number of Weighted- Weighted- Aggregate Outstanding — January 1, 2019 972,569 $ 23.85 $ — Granted 651,600 $ 1.06 Exercised — $ — Forfeited or expired (197,124 ) $ 23.18 Outstanding — June 30, 2019 1,427,045 $ 13.54 8.81 $ — Exercisable — June 30, 2019 607,879 $ 28.24 7.72 $ — Vested and expected to vest — June 30, 2019 1,420,302 $ 13.58 8.81 $ — |
Calculation of Fair Value Assumptions Using Black Scholes Option Model | The estimated fair values of employee stock options granted during the three and six months ended June 30, 2019 and 2018, were determined on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Three and Six 2019 2018 Expected option life (years) 6.02 5.58 Risk-free interest rate 2.22 % 2.77 % Expected volatility 74.14 % 79.68 % Expected dividend yield 0 % 0 % |
Stock-Based Compensation Expense | The following table presents total stock-based compensation expense for the three and six months ended June 30, 2019 and 2018: Three Months Ended Six Months Ended 2019 2018 2019 2018 Research and development $ 18 $ 306 $ 67 $ 516 General and administrative 1,073 627 $ 1,483 $ 1,182 Total stock based compensation expense $ 1,091 $ 933 $ 1,550 $ 1,698 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Diluted Weighted-Average Shares Outstanding Anti-Dilutive | The following potentially dilutive securities outstanding prior to the use of the treasury stock method have been excluded from the computation of diluted weighted-average shares outstanding, as they would be anti-dilutive. As of June 30, 2019 2018 Options to purchase common stock 1,427,045 1,039,617 Warrants to purchase common stock 18,653,195 5,258,444 |
Commitments (Tables)
Commitments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments under the Non-Cancelable Operating Lease for Office and Lab Space | Future minimum lease payments under the non-cancelable operating lease for office and lab space is as follows: Amount 2019 $ 338 2020 698 Total $ 1,036 |
Organization - Additional Infor
Organization - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 12, 2019 | Feb. 03, 2019 | Apr. 15, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Organization And Basis Of Presentation [Line Items] | ||||||
Unrestricted cash and cash equivalents | $ 31,817 | $ 8,341 | $ 2,563 | |||
Working Capital | 20,178 | |||||
Accumulated deficit | (207,565) | $ (194,565) | ||||
Cash used in operating activities | $ 11,591 | $ (8,075) | ||||
Reverse stock split | 1-for-10 | |||||
Common stock shares of outstanding | 10 | 19,624,560 | 4,932,723 | |||
Gross proceeds from sale of common stock | $ 2,500 | |||||
Common stock shares of issued | 10 | 19,624,560 | 4,932,723 | |||
Proceeds from definitive agreement | $ 22,000 | |||||
At the Market Offering [Member] | BTIG LLC [Member] | ||||||
Organization And Basis Of Presentation [Line Items] | ||||||
Gross proceeds from sale of common stock | $ 17,698 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Recent Accounting Standards - Cash and Restricted Cash (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 31,817 | $ 2,563 | $ 8,341 | |
Restricted Cash | 204 | 204 | ||
Total cash, cash equivalents and restricted cash in the statement of cash flows | $ 32,021 | $ 2,767 | $ 8,545 | $ 3,754 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Recent Accounting Standards - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | |
Summary of Significant Accounting Policies [Line Items] | ||||
Impairment of goodwill | $ 6,474 | $ 7,268 | ||
Goodwill | 3,577 | 3,577 | $ 10,845 | |
Restricted Cash and Cash Equivalents | $ 204 | $ 204 | $ 204 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid Insurance | $ 377 | $ 243 |
Prepaid Clinical Trials | 513 | 419 |
Prepaid Other | 211 | 27 |
Deferred Operating Costs | 13 | 28 |
Total prepaid expenses and other current assets | $ 1,114 | $ 717 |
Property and Equipment, net - S
Property and Equipment, net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 2,539 | $ 2,510 |
Less accumulated depreciation and amortization | (2,204) | (2,116) |
Property and equipment - net | 335 | 394 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 1,538 | 1,529 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 191 | 185 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 217 | 217 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 579 | 579 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 14 | $ 0 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Property And Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 45 | $ 58 | $ 95 | $ 118 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued vacation | $ 82 | $ 59 |
Accrued wages and incentive | 369 | 915 |
Accrued clinical & consulting | 216 | 517 |
Accrued legal & patent | 171 | 67 |
Deferred rent | 56 | 67 |
Accrued other expenses | 337 | 71 |
Total accrued expenses | $ 1,231 | $ 1,696 |
Collaborations (Detail)
Collaborations (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Apr. 15, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Deferred Revenue Current | $ 10,979 | $ 10,979 | $ 0 | |
Cipla Technologies, LLC [Member] | Cipla Agreement [Member] | ||||
Proceeds from up front fee | $ 22,000 | 22,000 | 22,000 | |
Development costs allocation terms | After the Initial Development Funding is depleted, the Company and Cipla will each be responsible for 50% of the development costs actually incurred (the “Co-Development Phase”). | |||
Revenue recognized | 4,800 | 4,800 | ||
Deferred Revenue | 17,200 | 17,200 | ||
Deferred Revenue Current | $ 11,000 | 11,000 | ||
Contract with customer transaction cost | $ 22,000 | |||
Deferred Revenue Revenue Recognition Terms | 3 years |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) $ / shares in Units, $ in Thousands | Apr. 08, 2019USD ($)$ / sharesshares | Feb. 12, 2019USD ($)$ / sharesshares | Feb. 04, 2019$ / sharesshares | Feb. 04, 2019$ / sharesshares | Apr. 04, 2018USD ($)shares | Apr. 03, 2018USD ($)$ / sharesshares | Jan. 31, 2019$ / sharesshares | Apr. 30, 2018USD ($)shares | Jun. 30, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)shares | Jun. 30, 2018shares | Mar. 31, 2018shares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)$ / shares | Feb. 03, 2019$ / shares |
Temporary Equity [Line Items] | ||||||||||||||||
Sale of stock, number of shares sold in transaction | shares | 1,706,484 | |||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Average selling price of common stock | $ / shares | $ 1.465 | |||||||||||||||
Number of warrants exercised | shares | 15,000 | |||||||||||||||
Issuance of common stock shares | shares | 797,334 | 797,334 | ||||||||||||||
Proceeds from Issuance of Warrants | $ 153 | |||||||||||||||
Class of Warrant or Right Issued | shares | 110,922 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.8313 | $ 2.125 | $ 2.125 | $ 2.125 | $ 7.50 | $ 7.50 | ||||||||||
Proceeds from Issuance of Common Stock | $ 2,500 | |||||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Jan. 26, 2024 | |||||||||||||||
Proceeds from Issuance of Common Stock and Warrants | $ 17,545 | $ 16,372 | ||||||||||||||
Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Payment of commissions and other issuance cost | $ 1,904 | 1,497 | $ 1,904 | |||||||||||||
Proceeds from sale of common stock | $ 14,525 | |||||||||||||||
Investor [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Stock issued during period, shares | shares | 1,706,484 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.34 | $ 1.34 | $ 1.34 | |||||||||||||
Warrant [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Payment of commissions and other issuance cost | $ 691 | $ 2,595 | ||||||||||||||
Proceeds from sale of common stock | $ 3,049 | $ 17,698 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 83.50 | $ 83.50 | ||||||||||||||
Proceeds from Warrant Exercises | $ 70 | |||||||||||||||
Gross Proceeds Up To Five Thousand [Member] | Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Commission rate on sale of stock | 7 | 7 | ||||||||||||||
Gross Proceeds In Excess Of Five Thousand [Member] | Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Commission rate on sale of stock | 6.5 | |||||||||||||||
Series A Warrant [Member] | Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6.50 | $ 6.50 | ||||||||||||||
Prefunded Warrants Issued [Member] | Warrant [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Class of Warrant or Right Issued | shares | 697,500 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Number of shares issued and sold | shares | 3,319,553 | 2,394,955 | 1,681,000 | 123,266 | ||||||||||||
Common Units [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Proceeds from sale of common stock | $ 16,553 | $ 15,944 | ||||||||||||||
Proceeds from Issuance of Warrants | $ 8,277,112 | |||||||||||||||
Common Units [Member] | Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||
Proceeds from sale of common stock | $ 15,197 | |||||||||||||||
Average selling price of common stock | $ / shares | $ 1.35 | $ 6.50 | ||||||||||||||
Number of shares issued and sold | shares | 1,719,554 | 1,566,000 | ||||||||||||||
Number of shares | shares | 1 | |||||||||||||||
Common Units [Member] | Common Stock [Member] | Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||
Prefunded Units [Member] | Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Average selling price of common stock | $ / shares | $ 1.34 | $ 6.40 | ||||||||||||||
Number of shares issued and sold | shares | 8,947,112 | 784,000 | ||||||||||||||
Pre Funded Warrants [Member] | Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Gross proceeds from sale of shares | $ 78 | $ 83 | ||||||||||||||
Number of shares issued and sold | shares | 783,707 | |||||||||||||||
Number of warrants exercised | shares | 8,277,112 | |||||||||||||||
Pre Funded Warrants [Member] | Underwriter Warrants [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Proceeds from sale of common stock | $ 14,649 | |||||||||||||||
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 | |||||||||||||||
BTIG LLC [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Fixed commission rate entitled to placement agent | 3.00% | |||||||||||||||
At the Market Offering [Member] | BTIG LLC [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Sale of stock, number of shares sold in transaction | shares | 123,266 | |||||||||||||||
Proceeds from sale of common stock | $ 1,847 | |||||||||||||||
Fixed commission rate entitled to placement agent | 3.00% | |||||||||||||||
Average selling price of common stock | $ / shares | $ 15.40 | $ 15.40 | ||||||||||||||
Gross proceeds from sale of shares | $ 1,904 | |||||||||||||||
Proceeds from Issuance of Common Stock | 17,698 | |||||||||||||||
At the Market Offering [Member] | BTIG LLC [Member] | Maximum [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Aggregate offering on sale of common stock | $ 11,000 | $ 11,000 | ||||||||||||||
Over-Allotment Option [Member] | Common Units [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Number of shares issued and sold | shares | 1,599,999 | 115,000 | ||||||||||||||
Confidential Marketed Public Offering [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Sale of stock, number of shares sold in transaction | shares | 532,353 | 156,118 | ||||||||||||||
Average selling price of common stock | $ / shares | $ 1.70 | $ 1.70 | ||||||||||||||
Class of Warrant or Right Issued | shares | 34,605 | 10,151 | ||||||||||||||
IPO [Member] | Underwriter Warrants [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.6875 | $ 1.6875 |
Warrants - Summary of rollforwa
Warrants - Summary of rollforward of the common stock warrants outstanding (Details) - $ / shares | Feb. 12, 2019 | Apr. 30, 2018 | Jun. 30, 2019 |
Class of Warrant or Right [Line Items] | |||
Class Of Warrant Or Right Issued | 110,922 | ||
Adjustment for reverse stock split | 16 | ||
Class Of Warrant Or Right Exercised | 15,000 | ||
Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants, Outstanding, Beginning balance | shares | 4,428,444 | ||
Number of warrants, Outstanding, Ending balance | shares | 19,323,195 | ||
Weighted average exercise price, Beginning balance | $ / shares | $ 10.78 | ||
Weighted average exercise price, Ending balance | $ / shares | $ 3.48 | ||
Weighted average remaining contractual term, Ending balance | 4 years 6 months 7 days | ||
Warrant [Member] | Representative warrants expiration [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class Of Warrant Or Right Expired | (3,926) | ||
Weighted average exercise price, Warrants exercised | $ / shares | $ 226.60 | ||
Warrant [Member] | Pre-funded warrants issued [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class Of Warrant Or Right Issued | 8,947,112 | ||
Weighted average exercise price, Warrants issued | $ / shares | $ 0.01 | ||
Warrant [Member] | Pre-funded warrants exercised [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class Of Warrant Or Right Exercised | (8,974,612) | ||
Weighted average exercise price, Warrants exercised | $ / shares | $ 0.01 | ||
Warrant [Member] | Warrants Issued [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class Of Warrant Or Right Issued | 14,926,161 | ||
Weighted average exercise price, Warrants issued | $ / shares | $ 1.37 |
Warrants - Summary of the Warra
Warrants - Summary of the Warrants Outstanding (Detail) - $ / shares | 6 Months Ended | ||||
Jun. 30, 2019 | Feb. 12, 2019 | Feb. 04, 2019 | Jan. 31, 2019 | Jun. 30, 2018 | |
Class of Warrant or Right [Line Items] | |||||
Warrants, Exercise Price | $ 7.50 | $ 1.8313 | $ 2.125 | $ 2.125 | |
Warrants Outstanding | 19,323,195 | 5,258,444 | |||
Warrant [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 83.50 | ||||
Warrants, Expiration Date | Mar. 21, 2019 | ||||
Warrants Outstanding | 3,926 | ||||
Underwriter [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 1.8313 | ||||
Warrants, Expiration Date | Feb. 7, 2024 | ||||
Warrants Outstanding | 110,922 | ||||
Investor [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 1.34 | $ 1.34 | |||
Warrants, Expiration Date | Aug. 12, 2024 | ||||
Warrants Outstanding | 1,706,484 | ||||
Underwriter One [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 2.125 | ||||
Warrants, Expiration Date | Jan. 30, 2024 | ||||
Warrants Outstanding | 34,605 | ||||
Underwriter Two [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 2.125 | ||||
Warrants, Expiration Date | Jan. 26, 2024 | ||||
Warrants Outstanding | 10,151 | ||||
Underwriter Three [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 1.6875 | ||||
Warrants, Expiration Date | Apr. 3, 2024 | ||||
Warrants Outstanding | 797,334 | ||||
Warrants Issued [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 3.90 | ||||
Warrants, Expiration Date | Jun. 3, 2024 | ||||
Warrants Outstanding | 937,500 | ||||
Public Offering One [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 7.50 | ||||
Warrants, Expiration Date | Apr. 3, 2023 | ||||
Warrants Outstanding | 2,350,011 | 4,815,000 | |||
Public Offering Two [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 7.50 | ||||
Warrants, Expiration Date | Apr. 4, 2023 | ||||
Warrants Outstanding | 115,000 | 230,000 | |||
Private Placement Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 75.50 | ||||
Warrants, Expiration Date | May 6, 2024 | ||||
Warrants Outstanding | 319,008 | 319,008 | |||
Hercules Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
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, Classification | Equity | ||||
Warrants, Exercise Price | $ 118 | ||||
Warrants, Expiration Date | Aug. 31, 2020 | ||||
Warrants Outstanding | 3,000 | 3,000 | |||
Public Offering Three [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 0.01 | ||||
Warrants Outstanding | 670,000 | ||||
Public Offering Four [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 1.35 | ||||
Warrants, Expiration Date | Apr. 8, 2024 | ||||
Warrants Outstanding | 12,266,665 | ||||
Adjustment for Reverse Stock SplitMember [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants Outstanding | (5) |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019USD ($)shares | Jun. 30, 2019USD ($)Installmentshares | Dec. 31, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares outstanding | 1,427,045 | 1,427,045 | 972,569 |
Number of options to purchase common stock, Granted | 651,600 | ||
Unrecognized stock-based compensation expenses | $ | $ 1,563 | $ 1,563 | |
Unrecognized stock-based compensation expense, period for recognition | 2 years 1 month 6 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 | 561,600 | 561,600 | |
Aggregate weighted average amount of fair value of options | $ | $ 393 | ||
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 | 90,000 | 90,000 | |
Aggregate weighted average amount of fair value of options | $ | $ 63 | ||
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 days | ||
Number of equal vesting installments | Installment | 36 | ||
Award vesting term | 25% on the first anniversary of the option grant date and the remainder in 36 equal monthly installments beginning in the month after the vesting start date | ||
Employee Stock Option [Member] | Time Based Options Vesting 48 Month [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 48 days | ||
Number of equal vesting installments | Installment | 36 | ||
Award vesting term | 25% on the option grant date and the remainder in 36 equal monthly installments beginning in the month after the vesting start date | ||
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 | 12,500,000 | 12,500,000 | |
Shares available for future grant | 59,043 | 59,043 | |
Legacy Share Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares outstanding | 43,768 | 43,768 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of options, Outstanding beginning balance | 972,569 |
Number of options, Granted | 651,600 |
Number of options, Exercised | 0 |
Number of options, Forfeited or expired | (197,124) |
Number of options, Outstanding ending balance | 1,427,045 |
Number of options, Exercisable | 607,879 |
Number of options, Vested and expected to vest | 1,420,302 |
Weighted average exercise price, Outstanding beginning balance | $ 23.85 |
Weighted average exercise price, Granted | 1.06 |
Weighted average exercise price, Exercised | 0 |
Weighted average exercise price, Forfeited or expired | 23.18 |
Weighted average exercise price, Outstanding ending balance | 13.54 |
Weighted average exercise price, Exercisable | 28.24 |
Weighted average exercise price, Vested and expected to vest | $ 13.58 |
Weighted average remaining contractual term, Outstanding ending balance | 8 years 9 months 21 days |
Weighted average remaining contractual term, Exercisable | 7 years 8 months 19 days |
Weighted average remaining contractual term, Vested and expected to vest | 8 years 9 months 21 days |
Aggregate intrinsic value, Outstanding | $ 0 |
Aggregate intrinsic value, Outstanding | 0 |
Aggregate intrinsic value, Exercisable | 0 |
Aggregate intrinsic value, Vested and expected to vest | $ 0 |
Stock-Based Compensation - Esti
Stock-Based Compensation - Estimated Fair Values of Employee Stock Options Granted (Detail) - Employee Stock Option [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected option life (years) | 6 years 7 days | 5 years 6 months 29 days | 6 years 7 days | 5 years 6 months 29 days |
Risk-free interest rate | 2.22% | 2.77% | 2.22% | 2.77% |
Expected volatility | 74.14% | 79.68% | 74.14% | 79.68% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 1,091 | $ 933 | $ 1,550 | $ 1,698 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | 18 | 306 | 67 | 516 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 1,073 | $ 627 | $ 1,483 | $ 1,182 |
Other Income_(Expense), net - A
Other Income/(Expense), net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Interest income | $ 103 | $ 106 |
Settlement charge | $ 200 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Thousands | Jun. 30, 2019USD ($) |
Operating Loss Carryforwards [Line Items] | |
Deferred Tax Assets | $ 44,770 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Diluted Weighted-Average Shares Outstanding Anti-Dilutive (Detail) - shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
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 | 18,653,195 | 5,258,444 |
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 | 1,427,045 | 1,039,617 |
Commitments - Schedule of Futur
Commitments - Schedule of Future Minimum Lease Payments under the Non-Cancelable Operating Lease for Office and Lab Space (Detail) $ in Thousands | Jun. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 338 |
2020 | 698 |
Total | $ 1,036 |