Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 13, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | Jaguar Animal Health, Inc. | |
Entity Central Index Key | 1,585,608 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 8,124,923 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | ||
Assets | ||||
Cash and cash equivalents | $ 12,379,078 | $ 845,192 | [1] | |
Accounts receivable | 29,387 | |||
Due from parent | 5,234 | |||
Inventory | 306,724 | 198,029 | [1] | |
Deferred offering costs | [1] | 2,480,049 | ||
Prepaid expenses | 149,114 | 24,170 | [1] | |
Deferred finance charges | [1] | 86,667 | ||
Total current assets | 12,869,537 | 3,634,107 | [1] | |
Property and equipment, net | 866,236 | 872,523 | [1] | |
Other Assets | 122,163 | |||
Total assets | 13,857,936 | 4,506,630 | [1] | |
Liabilities, Convertible Preferred Stock and Stockholders' Equity (Deficit) | ||||
Accounts payable | 349,097 | 698,318 | [1] | |
License fee payable to parent | 1,450,000 | |||
Due to parent | [1] | 16,581 | ||
Deferred Revenue | 373,593 | 23,802 | [1] | |
Convertible notes payable | 123,214 | 424,674 | [1] | |
Notes Payable | [1] | 478,709 | ||
Warrant liability | [1] | 601,889 | ||
Accrued expenses | 448,411 | 1,317,991 | [1] | |
Total current liabilities | 2,744,315 | 3,561,964 | [1] | |
License fee payable to parent | [1] | 1,875,000 | ||
Total liabilities | $ 2,744,315 | $ 5,436,964 | [1] | |
Commitments and Contingencies (See note 7) | ||||
Series A redeemable convertible preferred stock; $0.0001 par value, 0 and 3,017,488 shares authorized at June 30, 2015 and December 31, 2014, respectively; and 0 and 3,015,902 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively; (liquidation preference of $0 and $6,777,338 at June 30. 2015 and December 31, 2014, respectively). | [1] | $ 7,304,914 | ||
Stockholders' (Deficit): | ||||
Common stock: $0.0001 par value, 50,000,000 and 15,000,000 shares authorized at June 30, 2015 and December 31, 2014, respectively: 8,119,923 and 2,874,330 shares issued and outstanding at June 30,2015 and December 31, 2014 | $ 812 | 288 | [1] | |
Additional paid-in capital | 29,723,645 | 1,175,242 | [1] | |
Accumulated deficit | (18,610,836) | (9,410,778) | [1] | |
Total stockholders' (deficit) | 11,113,621 | (8,235,248) | [1] | |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 13,857,936 | 4,506,630 | [1] | |
Series A redeemable convertible preferred stock | ||||
Liabilities, Convertible Preferred Stock and Stockholders' Equity (Deficit) | ||||
Series A redeemable convertible preferred stock; $0.0001 par value, 0 and 3,017,488 shares authorized at June 30, 2015 and December 31, 2014, respectively; and 0 and 3,015,902 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively; (liquidation preference of $0 and $6,777,338 at June 30. 2015 and December 31, 2014, respectively). | $ 7,304,914 | |||
[1] | The condensed balance sheet at December 31, 2014 is derived from the audited financial statements at that date included in the Company's prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on May 14, 2015. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Redeemable convertible preferred stock, liquidation preference (in dollars) | $ 0 | $ 6,777,338 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 15,000,000 |
Common stock, shares issued | 8,119,923 | 8,119,923 |
Common stock, shares outstanding | 2,874,330 | 2,874,330 |
Series A redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 0 | 3,017,488 |
Redeemable convertible preferred stock, shares issued | 3,015,902 | |
Redeemable convertible preferred stock, shares outstanding | 0 | 3,015,902 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue | ||||
Revenue | $ 63,142 | $ 125,529 | ||
Operating expenses | ||||
Cost of revenue | 16,957 | 51,255 | ||
Research and development expense | 1,751,288 | $ 691,180 | 3,174,331 | $ 2,149,555 |
Sales and marketing expense | 163,227 | 353,530 | ||
General and administrative expense | 1,300,156 | 1,245,560 | 2,393,843 | 1,740,515 |
Total operating expenses | 3,231,628 | 1,936,740 | 5,972,959 | 3,890,070 |
Loss from operations | (3,168,486) | (1,936,740) | (5,847,430) | (3,890,070) |
Interest expense, net | (1,936,611) | (7,014) | (2,869,643) | (20,164) |
Other income | 15,523 | 18,632 | ||
Change in fair value of warrants | (173,101) | (501,617) | ||
Net loss and comprehensive loss | (5,262,675) | (1,943,754) | (9,200,058) | (3,910,234) |
Accretion of redeemable convertible preferred stock | (159,288) | (205,163) | (346,374) | (285,009) |
Net loss attributable to common stockholders | $ (5,421,963) | $ (2,148,917) | $ (9,546,432) | $ (4,195,243) |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (1) | $ (0.75) | $ (2.30) | $ (1.48) |
Weighted-average common shares outstanding, basic and diluted (in shares) | 5,410,661 | 2,874,330 | 4,149,502 | 2,833,952 |
Condensed Statement of Changes
Condensed Statement of Changes in Convertible Preferred Stock (Series A redeemable convertible preferred stock) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | ||
Increase (decrease) in temporary equity | |||
Balance | [1] | $ 7,304,914 | |
Conversion of preferred stock into common stock upon initial public offering | 7,651,288 | ||
Balance | [1] | $ 7,304,914 | |
Series A redeemable convertible preferred stock | |||
Increase (decrease) in temporary equity | |||
Balance | $ 7,304,914 | ||
Balance (in shares) | 3,015,902 | ||
Series A issuance | $ 6,658,241 | ||
Series A issuance (in shares) | 3,015,902 | ||
Conversion of preferred stock into common stock upon initial public offering | $ (7,651,288) | ||
Conversion of preferred stock into common stock upon initial public offering (in shares) | (3,015,902) | ||
Deemed dividends on Series A | $ 263,060 | $ 610,889 | |
Accretion of issuance costs | $ 83,314 | 35,784 | |
Balance | $ 7,304,914 | ||
Balance (in shares) | 3,015,902 | ||
[1] | The condensed balance sheet at December 31, 2014 is derived from the audited financial statements at that date included in the Company's prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on May 14, 2015. |
Condensed Statement of Changes6
Condensed Statement of Changes in Stockholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at Dec. 31, 2013 | $ 267 | $ 366,083 | $ (801,203) | $ (434,853) | |
Balance (in shares) at Dec. 31, 2013 | 2,666,666 | ||||
Increase Decrease In Stockholders Equity Roll Forward | |||||
Stock-based compensation | 164,156 | 164,156 | |||
Conversion of notes payable | $ 21 | 524,979 | 525,000 | ||
Conversion of notes payable (in shares) | 207,664 | ||||
Beneficial conversion feature on notes payable | 614,557 | 614,557 | |||
Warrant, line of credit | 114,300 | 114,300 | |||
Warrant, transfer agreement | 37,840 | 37,840 | |||
Deemed dividends on Series A | (610,889) | (610,889) | |||
Accretion of issuance costs | (35,784) | (35,784) | |||
Net loss and comprehensive loss | (8,609,575) | (8,609,575) | |||
Balance at Dec. 31, 2014 | $ 288 | 1,175,242 | (9,410,778) | (8,235,248) | [1] |
Balance (in shares) at Dec. 31, 2014 | 2,874,330 | ||||
Increase Decrease In Stockholders Equity Roll Forward | |||||
Issuance of common stock in intial public offering, net of discounts and commissions of $1,209,802 and offering costs of $2,897,825 | $ 286 | 15,912,374 | 15,912,660 | ||
Issuance of common stock in intial public offering, net of discounts and commissions (in shares) | 2,860,000 | ||||
Conversion of preferred stock into common stock upon initial public offering | $ 201 | 7,651,087 | 7,651,288 | ||
Conversion of preferred stock into common stock upon initial public offering (in shares) | 2,010,596 | ||||
Conversion of preferred stock warrant liability into additional paid-in capital | 1,150,985 | 1,150,985 | |||
Stock-based compensation | 627,847 | 627,847 | |||
Conversion of notes payable | $ 37 | 2,099,963 | 2,100,000 | ||
Conversion of notes payable (in shares) | 374,997 | ||||
Beneficial conversion feature on notes payable | 1,202,521 | 1,202,521 | |||
Deemed dividends on Series A | (263,060) | (263,060) | |||
Accretion of issuance costs | (83,314) | (83,314) | |||
Napo license fee abatement | 250,000 | 250,000 | |||
Net loss and comprehensive loss | (9,200,058) | (9,200,058) | |||
Balance at Jun. 30, 2015 | $ 812 | $ 29,723,645 | $ (18,610,836) | $ 11,113,621 | |
Balance (in shares) at Jun. 30, 2015 | 8,119,923 | ||||
[1] | The condensed balance sheet at December 31, 2014 is derived from the audited financial statements at that date included in the Company's prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on May 14, 2015. |
Condensed Statement of Changes7
Condensed Statement of Changes in Stockholders' Deficit (Parenthetical) - USD ($) | May. 13, 2015 | Jun. 30, 2015 |
Underwriters' over-allotment option | ||
Stock Transactions, Parenthetical Disclosures | ||
Other Financial Services Costs | $ 1,200,000 | |
IPO | ||
Stock Transactions, Parenthetical Disclosures | ||
Other Financial Services Costs | $ 2,900,000 | |
Common Stock | Underwriters' over-allotment option | ||
Stock Transactions, Parenthetical Disclosures | ||
Other Financial Services Costs | $ 1,209,802 | |
Common Stock | IPO | ||
Stock Transactions, Parenthetical Disclosures | ||
Other Financial Services Costs | $ 2,897,825 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | ||
Cash Flows from Operating Activities | |||
Net loss | $ (9,200,058) | $ (3,910,234) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Materials cost in connection with license activity | 6,287 | 1,082,626 | |
Warrants issued in connection with transfer agreement | 37,840 | ||
Stock-based compensation | 627,847 | 90,952 | |
Amortization of beneficial conversion feature | 6,250 | ||
Accretion of debt discount | 2,419,831 | 5,514 | |
Revaluation of warrant liability | 501,617 | ||
Amortization of deferred finance charge | 86,667 | 3,894 | |
Changes in assets and liabilities: | |||
Accounts receivable | (29,387) | ||
Inventory | (108,695) | ||
Prepaid license fee | 100,000 | ||
Prepaid expenses | (124,944) | (32,998) | |
Other long-term assets | (122,163) | ||
Due to/from parent | (21,815) | (53,328) | |
Deferred revenue | 349,791 | ||
License fee payable | (175,000) | ||
Accounts payable | (370,984) | 193,196 | |
Accrued expenses | (869,580) | 699,423 | |
Total cash used in operations | (7,030,586) | (1,776,865) | |
Cash Flows from Investing Activities | |||
Purchase of equipment | (55,149) | ||
Total Cash Used in Investing Activities | (55,149) | ||
Cash Flows from Financing Activities | |||
Proceeds from issuance of redeemable convertible preferred stock, net | 6,658,241 | ||
Repayment of convertible notes payable | (100,000) | ||
Repayment of notes payable | (1,000,000) | ||
Proceeds from issuance of redeemable convertible notes payable, net | 1,250,000 | 300,000 | |
Proceeds from issuance of commom stock in initial public offering, net | 18,810,484 | ||
Deferred offering costs | (396,012) | (1,029,896) | |
Total Cash Provided by Financing Activities | 18,564,472 | 5,928,345 | |
Net increase in cash and cash equivalents | 11,533,886 | 4,096,331 | |
Cash and cash equivalents, beginning of period | 845,192 | [1] | 185,367 |
Cash and cash equivalents, end of period | 12,379,078 | 4,281,698 | |
Supplemental Schedule of Non-Cash Financing and Investing Activities | |||
Offering costs not paid during the period | 1,401,253 | ||
Equipment received in connection with license agreement | 817,374 | ||
Notes payable converted into common stock | 525,000 | ||
Warrants issued in connection with convertible notes payable | 47,479 | ||
Conversion of convertible preferred stock to common stock | 7,651,288 | ||
Conversion preferred stock warrant liability to common stock warrants | 1,150,985 | ||
Conversion of convertible notes to common stock | 2,100,000 | ||
Accretion of redeemable convertible preferred stock | 346,374 | $ 285,009 | |
Abatement of license fee payable to Napo | $ 250,000 | ||
[1] | The condensed balance sheet at December 31, 2014 is derived from the audited financial statements at that date included in the Company's prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on May 14, 2015. |
Organization and Business
Organization and Business | 6 Months Ended |
Jun. 30, 2015 | |
Organization and Business | |
Organization and Business | 1. Organization and Business Jaguar Animal Health, Inc. (“Jaguar” or the “Company”) was incorporated on June 6, 2013 (inception) in Delaware. The Company, a majority-owned subsidiary of Napo Pharmaceuticals, Inc. (“Napo” or the “Parent”) until May 13, 2015, was formed to develop and commercialize gastrointestinal products for companion and production animals. The Company is an animal health company whose activities since inception have consisted principally of raising capital, recruiting management, and performing research and development. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to complete the development and commercialization of its products before another company develops similar products. The Company operates in one segment and is headquartered in San Francisco, California. The following series of transactions between Jaguar and Napo were executed in order to separate the Company’s business from Napo: On June 11, 2013, Jaguar issued 2,666,666 shares of common stock to Napo in exchange for cash and services. On July 1, 2013, Jaguar entered into an employee leasing and overhead agreement (the “Service Agreement”) with Napo, under which Napo agreed to provide Jaguar with the services of certain Napo employees for research and development and the general administrative functions of Jaguar. On January 27, 2014, Jaguar executed an intellectual property license agreement with Napo pursuant to which Napo transferred fixed assets and development materials, and licensed intellectual property and technology to Jaguar. On February 28, 2014, the Service Agreement terminated and the associated employees became employees of Jaguar effective March 1, 2014. See Notes 4 and 5 for the Service Agreement and license agreement details, respectively. Reverse Stock Split In October 2014, the Board of Directors and stockholders approved a 1-for-1.5 reverse stock split (the “Reverse Split”) of the Company’s outstanding shares of common stock and increased the number of authorized shares of common stock from 10,000,000 shares to 15,000,000 shares. The Company effected the Reverse Split on October 27, 2014. Under the terms of the Reverse Split, each share of common stock, issued and outstanding as of such effective date, was automatically reclassified and changed into two-thirds of one share of common stock, without any action by the stockholder. Fractional shares were rounded down to the nearest whole share. All share and per share amounts have been restated to reflect the Reverse Split. Initial Public Offering In May 2015, the Company completed an initial public offering (“IPO”) of its common stock. In connection with its IPO, the Company issued 2,860,000 shares of its common stock at a price to the public of $7.00 per share. The Company’s shares of common stock began trading on the NASDAQ Capital Market on May 13, 2015. As a result of the IPO, the Company received approximately $15.9 million in net proceeds, after deducting underwriting discounts and commissions of $1.2 million and offering expenses of $2.9 million. At the closing of the IPO, 3,015,902 shares of outstanding convertible preferred stock were automatically converted into 2,010,596 shares of common stock. Following the IPO, there were no shares of preferred stock outstanding. In connection with the IPO, the Company amended its Amended and Restated Certificate of Incorporation to change the authorized capital stock to 50,000,000 shares designated as common stock and 10,000,000 shares designated as preferred stock, all with a par value of $0.0001 per share. Liquidity The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred recurring operating losses since inception and has an accumulated deficit of $18,610,836 as of June 30, 2015. The Company expects to incur substantial losses in future periods. Further, the Company’s future operations are dependent on the success of the Company’s ongoing development and commercialization efforts. There is no assurance that profitable operations, if ever achieved, could be sustained on a continuing basis. The Company plans to finance its operations and capital funding needs through equity and/or debt financing as well as revenue from future product sales. However, there can be no assurance that additional funding will be available to the Company on acceptable terms on a timely basis, if at all, or that the Company will generate sufficient cash from operations to adequately fund operating needs or ultimately achieve profitability. If the Company is unable to obtain an adequate level of financing needed for the long-term development and commercialization of its products, the Company will need to curtail planned activities and reduce costs. Doing so will likely have an adverse effect on the Company’s ability to execute on its business plan. These matters raise substantial doubt about the ability of the Company to continue in existence as a going concern. The accompanying condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for Quarterly Reports on Form 10-Q and do not contain all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. The accompanying unaudited condensed financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto included in the prospectus that forms part of the Company’s Registration Statement on Form S-1 (File No. 333-198383), which prospectus was filed with the SEC pursuant to Rule 424 on May 14, 2015. In the opinion of management, the accompanying unaudited Condensed Financial Statements reflect all adjustments, which include only normal recurring adjustments necessary to present fairly the Company’s interim financial information. The results for the six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other period. The balance sheet as of December 31, 2014 has been derived from the audited financial statements as of that date but it does not include all of the information and notes required by U.S. GAAP. The Company has evaluated events and transactions subsequent to the balance sheet date and has disclosed all events or transactions that occurred subsequent to the balance sheet date but prior to filing this Quarterly Report on Form 10-Q that would require recognition or disclosure in the unaudited Condensed Financial Statements. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and the accompanying notes. The accounting policies that reflect the Company’s more significant estimates and judgments and that the Company believes are the most critical to aid in fully understanding and evaluating its reported financial results are valuation of stock options; valuation of warrant liabilities; impairment of long lived assets; useful lives for depreciation; valuation adjustments for excess and obsolete inventory; deferred taxes and valuation allowances on deferred tax assets; and evaluation and measurement of contingencies. Those estimates could change, and as a result, actual results could differ materially from those estimates. Revenue Recognition Sales to distributors are made under agreements that may provide distributor price adjustments and rights of return under certain circumstances. Until the Company develops sufficient sales history and pipeline visibility, revenue and costs of distributor sales will be deferred until products are sold by the distributor to the distributor’s customers. Revenue recognition depends on notification either directly from the distributor that product has been sold to the distributor’s customer, when the Company has access to the data. The Company will maintain system controls to verify that the reported distributor and third party data is accurate. Deferred revenue on shipments to distributors will reflect the estimated effects of distributor price adjustments, if any, and the estimated amount of gross margin expected to be realized when the distributor sells through product purchased from the Company. Accounts receivable from distributors will be recognized and included in deferred revenue when shipped to the distributor. Inventory will be relieved and revenue recognized, typically upon shipment by the distributor to their customer. The Company had no revenue for the six months ended June 30, 2014 and $1 25,529 for the six months ended June 30, 2015. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Measurements | |
Fair Value Measurements | 3. Fair Value Measurements ASC 820 “Fair Value Measurements,” defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: · Level 1 — Quoted prices in active markets for identical assets or liabilities; · Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and · Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The following table presents information about the Company’s liability that is measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 and indicates the fair value hierarchy of the valuation: Level 1 Level 2 Level 3 Total As of December 31, 2014 Warrant liability $ — $ — $ $ As of June 30, 2015 Warrant liability $ — $ — $ — $ — The change in the estimated fair value of the warrant liability is summarized below: Beginning Value of Level 3 Liability Issuance of Common Warrants Change in Fair Value of Level 3 Liability Conversion into Additional Paid-in Capital Ending Fair Value of Level 3 Liability For the six months ended June 30, 2015 $ $ $ ) $ — The change in the fair value of the level 3 warrant liability is reflected in the statement of operations and comprehensive loss for the six months ended June 30, 2015. The liability was converted into additional paid-in capital upon the Company’s initial public offering. There were no other assets or liabilities measured at fair value on a recurring basis at June 30, 2015. |
Employee Leasing and Overhead A
Employee Leasing and Overhead Allocation Agreement | 6 Months Ended |
Jun. 30, 2015 | |
Employee Leasing and Overhead Allocation Agreement | |
Employee Leasing and Overhead Allocation Agreement | 4. Employee Leasing and Overhead Allocation Agreement Effective July 1, 2013, the Company entered into an employee leasing and overhead allocation agreement (the “Service Agreement”) with its parent, Napo. The term of the Service Agreement was from July 1, 2013 through February 28, 2014. In connection with the Service Agreement, Napo provided the Company with the services of Napo employees. The Service Agreement also stipulated that Jaguar would pay for a portion of Napo’s overhead costs. The Company agreed to pay Napo $71,811 per month (consisting of $38,938 for executive compensation, $26,873 for employee services, and $6,000 for overhead costs) for the months from July 2013 through February 2014 as follows: (1) for the period from July 2013 through November 2013, in 2,666,666 shares of common stock and (2) for the period from December 2013 through February 2014, in cash. Commencing March 1, 2014, the relevant Napo employees became employees of the Company and all overhead costs related to the animal health business will be paid by the Company. General and administrative expense recognized under the Service Agreement was $114,858 for the six months ended June 30, 2014. Research and development expense recognized under the Service Agreement $28,764 for the six months ended June 30, 2014. |
License Agreement
License Agreement | 6 Months Ended |
Jun. 30, 2015 | |
License Agreement | |
License Agreement | 5. License Agreement On July 11, 2013, Jaguar entered into an option to license Napo’s intellectual property and technology (the “Option Agreement”). Under the Option Agreement, upon the payment of $100,000 in July 2013, the Company obtained an option for a period of two years to execute an exclusive worldwide license to Napo’s intellectual property and technology to use for the Company’s animal health business. The option price was creditable against future license fees to be paid to Napo under the License Agreement (as defined below). In January 2014, the Company exercised its option and entered into a license agreement (the “License Agreement”) with Napo for an exclusive worldwide license to Napo’s intellectual property and technology to permit the Company to develop, formulate, manufacture, market, use, offer for sale, sell, import, export, commercialize and distribute products for veterinary treatment uses and indications for all species of animals. The Company was originally obligated to pay a one-time non-refundable license fee of $2,000,000, less the option fee of $100,000. At the Company’s option, the license fee could have been paid in common stock. Milestone payments aggregating $3,150,000 may also be due to Napo based on regulatory approvals of various veterinary products. In addition to the milestone payments, the Company will owe Napo an 8% royalty on annual net sales of products derived from the Croton lechleri tree, up to $30,000,000 and then, a royalty of 10% on annual net sales of $30,000,000 or more. Additionally, if any other products are developed, the Company will owe Napo a 2% royalty on annual net sales of pharmaceutical prescription products that are not derived from Croton lechleri and a 1% royalty on annual net sales of nonprescription products that are not derived from Croton lechleri . The royalty term expires at the longer of 10 years from the first sale of each individual product or when there is no longer a valid patent claim covering any of the products and a competitive product has entered the market. However, because an IPO of at least $10,000,000 was consummated prior to December 31, 2015, the royalty was reduced to 2% of annual net sales of its prescription products derived from Croton lechleri and 1% of net sales of its nonprescription products derived from Croton lechleri and no milestone payment will be due and no royalties will be owed on any additional products developed. As of June 30, 2015, $1,802 is the amount of royalties due Napo and is included in due to parent on the balance sheet. In addition to receiving a License Agreement to Napo’s intellectual property and technology, the License also transferred to the Company certain materials and equipment. Materials transferred from Napo have been included in research and development expense on the statements of operations and comprehensive loss during the year ended December 31, 2014. Equipment of $817,374 related to the License is included on the balance sheet at June 30, 2015 at the cost paid by Napo, which approximates fair value. As of June 30, 2015, the equipment has not been placed into service. The Company will begin depreciating the equipment on a straight-line basis over its estimated life of 10 years at the time it is placed into service. The Company has agreed under the License Agreement to defend, indemnify and hold Napo, its affiliates, and the officers, directors, employees, consultants and contractors of Napo harmless from and against any losses, costs, damages, liabilities, fees and expenses arising out of any third-party claim related to the Company’s gross negligence, breach of covenants or the manufacture, sale or use of the product or products. In January 2015, the License Agreement was amended to decrease the one-time non-refundable license fee payable from $2,000,000 to $1,750,000 in exchange for acceleration of the payment of the fee. During the year ended December 31, 2015, payments totalling $1,175,000 will be made, with the balance paid during the first quarter of 2016. Additionally, the terms of the License Agreement were amended to require the mutual agreement of the parties for payment of the license fee to be remitted in the form of the Company’s common stock. The Company may also, at its sole discretion, elect to remit any milestone payments and/or royalties in the form of the Company’s common stock. Given that Napo is a significant shareholder of the Company, the abatement of the license fee amount has been recorded as a capital contribution in the accompanying condensed financial statements. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2015 | |
Accrued Expenses | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses at June 30, 2015 and December 31, 2014 consist of the following: June 30, 2015 December 31, 2014 Accrued legal costs $ — $ Accrued printing costs — Accrued interest Accrued vacation Accrued bonuses — Other $ $ |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | 7. Commitments and Contingencies Since March 1, 2014, the date the Service Agreement terminated (Note 4), the Company paid Napo $33,897 for rent related to the office space utilized by the Company for the months of March, April and May of 2014. Effective June 26, 2014 the Company entered into a technology transfer and commercial manufacturing agreement (the “Transfer Agreement”) with a contract manufacturer in Italy (the “Manufacturer”), whereby the Company and the Manufacturer will cooperate to develop and refine the manufacturing process for the Company’s prescription and non-prescription products. Pursuant to the Transfer Agreement, the Company was to make prepayments to the Manufacturer as follows: (1) a start-up fee of €500,000, €250,000 of which was to be paid at the earlier to occur of September 15, 2014 or the closing date of an initial public offering and €250,000 of which was to be paid at the time of installation and qualification of the Company’s equipment at their facility, (2) related to the technology transfer, €620,000, €310,000 of which was paid subsequent to the signature of the Transfer Agreement and €310,000 of which was to be paid after the delivery of a final study report, (3) for design of a portion of the Manufacturer’s facility, €100,000 was to be paid within five days of the signature of the Transfer Agreement, and (4) a €300,000 bonus fee payable in two equal installments, the first of which is due by the end of March 2015, with the remainder paid by the end of December 2015. The first €150,000 of the bonus fee payable was paid in May 2015. Additionally, the Transfer Agreement stipulated that the Company was to pay the Manufacturer an aggregate of €500,000 upon the delivery of agreed-upon levels of satisfactory product. Further, the Company issued the Manufacturer warrants to purchase 16,666 shares of common stock with an exercise price of 90% of the initial public offering price, amended to $6.30 in March 2015. (Note 8) Effective February 12, 2015, March 25, 2015 and July 15, 2015 the Company entered into amendments delaying payments to the Manufacturer as follows: i) the €500,000 start-up fee was due by the end of April 2015 and has been paid during the six months ended June 30, 2015, (ii) related to the technology transfer, of the remaining €310,000, €215,000 was due April 2015 and €95,000 was due June 30, 2015, both of which were paid during the six months ended June 30, 2015, (iii) related to the design of a portion of the Manufacturer’s facility, the payment has increased to €170,000, €150,000 of which was due at the end of April 2015 and €20,000 was due on June 30, 2015, (iv) the fees linked to the deliverables are now due €250,000 on December 31, 2015 and €250,000 on March 31, 2016, 2015, (v) the bonus fee payable of €300,000, €150,000 is now due at the end of April 2015 and €150,000 due at December 31, 2015. In May 2015, the Company paid the start-up fee of €500,000 and the technology transfer fee of €215,000. |
Debt and Warrants
Debt and Warrants | 6 Months Ended |
Jun. 30, 2015 | |
Debt and warrants | |
Debt and Warrants | 8. Debt and Warrants From July through September 2013, the Company issued four convertible promissory notes (collectively the “Notes”) for gross aggregate proceeds of $525,000 to various third-party lenders. The Notes bore interest at 8% per annum. The Notes automatically matured and the entire outstanding principal amount, together with accrued interest, was due and payable in cash at the earlier of July 8, 2015 (the “Maturity Date”) or ten business days after the date of consummation of the initial closing of a first equity round of financing. The Company consummated a first equity round of financing prior to the Maturity Date with a pre-money valuation of greater than $3,000,000, and, accordingly, principal and accrued interest was converted into shares of common stock at 75% of the purchase price paid by such equity investors. In connection with the Notes, the Company issued to the noteholders warrants, which became exercisable to purchase an aggregate of 207,664 shares of common stock as of the issuance of the first equity round of financing (the “Warrants”). The Warrants are fully exercisable from the initial date of the first equity round of financing and have a five-year term subsequent to that date. In February 2014, the Company closed its first equity round of financing and sold 2,224,991 shares of Series A convertible preferred stock at a price of $2.2472 per share. The pre-money valuation was in excess of $3,000,000 setting the exercise price of the Warrants at 75% of the purchase price paid by the investors, or $2.5281 (as adjusted for the 1-for-1.5 reverse stock split approved in October 2014) per share. As such, the fair value of the Warrants, $6,895, was recorded as equity in February 2014. The Warrants were valued at $6,895 using the Black-Scholes model with the following assumptions: exercise price of $2.5281, term of five years, volatility of 64%, dividend yield of 0%, and risk-free interest rate of 1.82%. Based on the fair value of the Warrants, the Company used the residual value of the total proceeds from the issuance of the Notes and Warrants to record the Notes on the balance sheet as of issuance of the Notes. Thus, the amount recorded, in the aggregate, for the Notes on issuance was $518,105, net. The debt discount of $6,895 is recorded as interest expense over the five-year term of the Warrants. In February 2014, in connection with the first equity round of financing and issuance of the Series A convertible preferred stock, the noteholders exercised their option to convert their Notes into 207,664 shares of common stock and accrued interest was paid in cash to the noteholders. The accreted interest expense related to the discount on the Notes was $1,443 for the period from January 1, 2014 to the conversion date of the Notes. Upon conversion, the entire remaining debt discount of $4,071 was recorded as interest expense. On June 2, 2014, pursuant to a convertible note purchase agreement, the Company issued convertible promissory notes in the aggregate principal amount of $300,000 to two accredited investors, including a convertible promissory note for $200,000 to a board member to which Series A preferred stock was sold. These notes accrued interest at 3% per annum and automatically were to mature on June 1, 2015. Accrued interest was to be paid in cash upon maturity. Upon the closing of the IPO, the outstanding principal amount automatically converted into 53,571 shares common stock at $5.60, as amended in March 2015. Upon issuance, the Company analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (“BCF”) existed because the effective conversion price on issuance of the notes was less than the fair value at the time of the issuance. The Company calculated the value of the BCF using the intrinsic method and recorded a BCF of $75,000 as a discount to the notes payable and to additional paid-in capital. For the six months ended June 30, 2015 and 2014, the Company amortized $31,250 and $6,250, respectively, of the discount, which has also been recorded as interest expense. On July 16, 2014, pursuant to a convertible note purchase agreement, the Company issued a convertible promissory note in the principal amount of $150,000 to an accredited investor. This note accrued interest at 3% per annum and automatically was to mature on June 1, 2015. Accrued interest was to be paid in cash upon maturity. Upon the closing of the IPO, the outstanding principal amount automatically converted into 26,785 shares of common stock at $5.60, as amended in March 2015. Upon issuance, the Company analyzed the beneficial nature of the conversion terms and determined that a BCF existed because the effective conversion price was less than the fair value at the time of the issuance. The Company calculated the value of the BCF using the intrinsic method and recorded a BCF of $37,500 as a discount to the notes payable and to additional paid-in capital. For the six months ended June 30, 2015, the Company amortized $17,857 of the discount, which has also been recorded as interest expense. In connection with the Transfer Agreement (Note 7) the Company issued fully vested and immediately exercisable warrants to the Manufacturer to purchase 16,666 shares of common stock at 90% of the IPO price, amended to $6.30 in March 2015, for a period of five years. The fair value of the warrants, $37,840, was recorded as research and development expense and additional paid-in capital in June 2014. The warrants were originally valued using the Black-Scholes model with the following assumptions: stock price of $4.83, exercise price of $4.35, term of five years, volatility of 49%, dividend yield of 0%, and risk-free interest rate of 1.64%. In August 2014, the Company entered into a standby line of credit with an accredited investor for up to $1,000,000 pursuant to a Line of Credit and Loan Agreement dated August 26, 2014. In connection with the entry into the standby line of credit, the Company issued the lender a fully vested warrant to purchase 33,333 shares of common stock at an exercise price equal to 80% of the IPO price, amended to $5.60 in March 2015, which expires in August 2016. The fair value of the warrants, $114,300, was recorded as interest expense and additional paid-in capital in August 2014. The warrants were originally valued using the Black-Scholes model with the following assumptions: stock price of $8.00, exercise price of $6.40, term of two years, volatility of 52%, dividend yield of 0%, and risk-free interest rate of 0.52%. The line of credit expired on March 31, 2015 and there have been no drawdowns under the facility. On October 30, 2014, the Company entered into a standby bridge financing agreement with two lenders, which was amended and restated on December 3, 2014, which provided a loan commitment in the aggregate principal amount of $1,000,000 (the “Bridge”). Proceeds to the Company were net of a $100,000 debt discount under the terms of the Bridge. This debt discount was recorded as interest expense using the effective interest method, over the six month term of the Bridge. The Bridge became payable upon the IPO. The Bridge was paid in May 2015, including interest thereon in an amount of $321,600. In connection with the Bridge, the lenders were granted warrants to purchase that number of shares of the Company’s common stock determined by dividing $1,000,000 by the exercise price of 80% of the IPO price, amended to $5.60 in March 2015. The fair value of the warrants, $505,348, was originally recorded as a debt discount and liability at December 3, 2014. The warrants were originally valued using the Black-Scholes model with the following assumptions: stock price of $5.01, exercise price of $5.23, term of five years, volatility of 63%, dividend yield of 0%, and risk-free interest rate of 1.61%. Based on the circumstances, the value derived using the Black-Scholes model approximated that which would be obtained using a lattice model. The debt discount was recorded as interest expense over the six month term of the Bridge. Of the aggregate debt discount of $605,348 (warrants and original $100,000 discount), $521,291 was recorded as interest expense during the six months ended June 30, 2015. Additional financing costs of $104,000 were incurred related to the Bridge and deferred on closing. These are being recognized as interest expense over the six-month term of the Bridge using the effective interest method. During the six months ended June, 2015, the remaining $86,667 of these deferred financing charges was recorded as interest expense. On December 23, 2014, pursuant to a convertible note purchase agreement, the Company issued convertible promissory notes in the aggregate principal amount of $650,000 to three accredited investors, including a convertible promissory note for $250,000 to the same board member to which the June 2, 2014 $200,000 convertible promissory note was issued and to which Series A preferred stock was sold. These notes accrued interest at 12% per annum and became payable within thirty days following the IPO. Upon consummation of the Company’s IPO, the noteholders converted the notes into 116,070 shares of common stock at a conversion price equal to 80% of the IPO price, amended to $5.60 in March 2015. In connection with these notes, the Company also issued the lenders a fully vested warrant to purchase shares of the Company’s common stock at an exercise price equal to 80% of the IPO price, amended to $5.60 in March 2015. These warrants entitle the noteholders to purchase 58,035 shares of common stock. The fair value of the warrants, $147,943, was recorded as a debt discount and liability at December 23, 2014. The Company amortized the remaining $141,890 of this discount during the six months ended June 30, 2015. The warrants were originally valued using the Black-Scholes model with the following assumptions: stock price of $4.59, exercise price of $4.15, term of three years, volatility of 49%, dividend yield of 0%, and risk-free interest rate of 1.10%. Based on the circumstances, the value derived using the Black-Scholes model approximated that which would be obtained using a lattice model. The debt discount was be recorded as interest expense over the one hundred ninety days from issuance of the notes through their first maturity date of July 31, 2015, beginning in January 2015. The Company analyzed the beneficial nature of the conversion terms and determined that a BCF existed because the effective conversion price was less than the fair value at the time of the issuance. The Company calculated the value of the BCF using the intrinsic method. A BCF of $502,057 has been recorded as a discount to the notes payable and to additional paid-in capital. For the six months ended June 30, 2015, the Company amortized the remaining $484,326 of the BCF which has also been recorded as interest expense. In February 2015, the Company issued convertible promissory notes to two accredited investors in the aggregate principal amount of $250,000. These notes were issued pursuant to the convertible note purchase agreement dated December 23, 2014. Principal and interest of $103,912 was paid in May 2015 for $100,000 of these notes. In March 2015, the Company entered into a non-binding letter of intent with Dechra Pharmaceuticals PLC (“Dechra”). In connection therewith, Dechra paid the Company $1,000,000. At March 31, 2015, the Company had recorded this amount as a loan advance on the balance sheet. In April 2015, Dechra purchased $1,000,000 of convertible promissory notes from the Company, the terms of which provided that such notes were to be converted into shares of the Company’s common stock upon the closing of an IPO at a conversion price of $5.60 per share. In connection with the purchase of the notes, the Company issued Dechra a warrant to purchase 89,285 shares at $5.60 per share, which expires December 31, 2017. The notes accrued simple interest of 12% per annum and, upon consummation of the Company’s IPO in May 2015, converted into 178,571 shares of the Company’s common stock. The Company analyzed the beneficial nature of the conversion terms and determined that a BCF existed because the effective conversion price was less than the fair value at the time of the issuance. The Company calculated the value of the BCF using the intrinsic method. A BCF of for the full face value was recorded as a discount to the notes payable and to additional paid-in capital. For the six months ended June 30, 2015, the Company amortized the entire BCF of $1,000,000 which has also been recorded as interest expense. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2015 | |
Common Stock. | |
Common Stock | 9. Common Stock As of June 30, 2015, the Company’s certificate of incorporation, as amended and restated, authorizes the Company to issue 50,000,000 of common stock $0.0001 par value. |
Stock-Based Awards
Stock-Based Awards | 6 Months Ended |
Jun. 30, 2015 | |
Stock-Based Awards | |
Stock-Based Awards | 10. Stock-Based Awards 2013 Equity Incentive Plan Effective November 1, 2013, the Company’s board of directors and sole stockholder adopted the Jaguar Animal Health, Inc. 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan allows the Company’s board of directors to grant stock options, restricted stock awards and restricted stock unit awards to employees, officers, directors and consultants of the Company. As of December 31, 2013, the Company had reserved 300,000 shares of its common stock for issuance under the 2013 Plan. In April 2014, the board of directors amended the 2013 Plan to increase the shares reserved for issuance to 847,533 shares. Following the effective date of the IPO and after effectiveness of any grants under the 2013 Plan that are contingent on the IPO, the 2013 Plan was terminated and no additional stock awards will be granted under the 2013 Plan. 2014 Equity Incentive Plan In July 2014, the Company adopted the Jaguar Animal Health, Inc. 2014 Stock Incentive Plan (“2014 Plan”). The 2014 Plan provides for the grant of incentive stock options to eligible employees, and for the grant of nonstatutory stock options, restricted stock, and RSUs to eligible employees, directors and consultants. The Company has reserved 333,333 shares of common stock for issuance pursuant to the 2014 Plan. During the six months ended June 30, 2015, 90,000 options were granted to members of the Company’s board of directors. Following the effective date of the IPO, any stock awards granted by the Company will be under the 2014 Plan. Stock-Based Compensation The Company recognizes compensation expense for only the portion of the awards that are expected to vest. The Company recorded stock-based compensation expense of $346,219 as research and development expense and $281,628 as general and administrative expense for the six months ended June 30, 2015. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions | |
Related Party Transactions | 11. Related Party Transactions The Company was a majority-owned subsidiary of Napo until its IPO. The Company had total outstanding receivables from Napo in the amount of $5,234 as of June 30, 2015. The Company had outstanding liabilities to Napo in the amount of $16,581 as of December 31, 2014. Additionally, Lisa A. Conte, Chief Executive Officer of the Company, is also the interim Chief Executive Officer of Napo Pharmaceuticals, Inc. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 30, 2015 | |
Net Loss Per Share Attributable to Common Stockholders | |
Net Loss Per Share Attributable to Common Stockholders | 12. Net Loss Per Share Attributable to Common Stockholders Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position. The following outstanding shares of common stock equivalents have been excluded from diluted net loss per common share for the six months ended June 30, 2015 and 2014 because their inclusion would be anti-dilutive: Six Months Ended June 30, 2015 2014 Shares of common stock issuable upon conversion of preferred stock — Shares of common stock subject to outstanding options and restricted stock units Warrants to purchase common stock Total shares of common stock equivalents |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events | |
Subsequent Events | 13. Subsequent Events The Company completed an evaluation of the impact of subsequent events through August 1 3 , 2015, the date these financial statements were issued. The following capital transactions have occurred. The effect of these transactions has not been included in the financial statements. In accordance with a sublease assignment, effective in June 19, 2015, the Company leased 6,008 square fee of office space. The term of the sublease began upon the delivery of the premises, which was July 1, 2015, and will expire on August 31, 2018. The base rent is $29,539 with $500 annual increases. In addition, the Company will be responsible for certain costs and charges specified in the sublease, including operating expenses and taxes. Future minimum lease payments will total $1,143,526. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for Quarterly Reports on Form 10-Q and do not contain all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. The accompanying unaudited condensed financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto included in the prospectus that forms part of the Company’s Registration Statement on Form S-1 (File No. 333-198383), which prospectus was filed with the SEC pursuant to Rule 424 on May 14, 2015. In the opinion of management, the accompanying unaudited Condensed Financial Statements reflect all adjustments, which include only normal recurring adjustments necessary to present fairly the Company’s interim financial information. The results for the six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other period. The balance sheet as of December 31, 2014 has been derived from the audited financial statements as of that date but it does not include all of the information and notes required by U.S. GAAP. The Company has evaluated events and transactions subsequent to the balance sheet date and has disclosed all events or transactions that occurred subsequent to the balance sheet date but prior to filing this Quarterly Report on Form 10-Q that would require recognition or disclosure in the unaudited Condensed Financial Statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and the accompanying notes. The accounting policies that reflect the Company’s more significant estimates and judgments and that the Company believes are the most critical to aid in fully understanding and evaluating its reported financial results are valuation of stock options; valuation of warrant liabilities; impairment of long lived assets; useful lives for depreciation; valuation adjustments for excess and obsolete inventory; deferred taxes and valuation allowances on deferred tax assets; and evaluation and measurement of contingencies. Those estimates could change, and as a result, actual results could differ materially from those estimates. |
Revenue Recognition | Revenue Recognition Sales to distributors are made under agreements that may provide distributor price adjustments and rights of return under certain circumstances. Until the Company develops sufficient sales history and pipeline visibility, revenue and costs of distributor sales will be deferred until products are sold by the distributor to the distributor’s customers. Revenue recognition depends on notification either directly from the distributor that product has been sold to the distributor’s customer, when the Company has access to the data. The Company will maintain system controls to verify that the reported distributor and third party data is accurate. Deferred revenue on shipments to distributors will reflect the estimated effects of distributor price adjustments, if any, and the estimated amount of gross margin expected to be realized when the distributor sells through product purchased from the Company. Accounts receivable from distributors will be recognized and included in deferred revenue when shipped to the distributor. Inventory will be relieved and revenue recognized, typically upon shipment by the distributor to their customer. The Company had no revenue for the six months ended June 30, 2014 and $1 25,529 for the six months ended June 30, 2015. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Measurements | |
Summary of information about the liability that is measured at fair value on a recurring basis | Level 1 Level 2 Level 3 Total As of December 31, 2014 Warrant liability $ — $ — $ $ As of June 30, 2015 Warrant liability $ — $ — $ — $ — |
Summary of change in the estimated fair value of the warrant liability | Beginning Value of Level 3 Liability Issuance of Common Warrants Change in Fair Value of Level 3 Liability Conversion into Additional Paid-in Capital Ending Fair Value of Level 3 Liability For the six months ended June 30, 2015 $ $ $ ) $ — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accrued Expenses | |
Schedule of accrued expenses | June 30, 2015 December 31, 2014 Accrued legal costs $ — $ Accrued printing costs — Accrued interest Accrued vacation Accrued bonuses — Other $ $ |
Net Loss Per Share Attributab25
Net Loss Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Net Loss Per Share Attributable to Common Stockholders | |
Schedule of outstanding potentially dilutive securities excluded from the calculation of diluted net loss per common share | Six Months Ended June 30, 2015 2014 Shares of common stock issuable upon conversion of preferred stock — Shares of common stock subject to outstanding options and restricted stock units Warrants to purchase common stock Total shares of common stock equivalents |
Organization and Business (Deta
Organization and Business (Details) | May. 13, 2015USD ($)$ / sharesshares | Oct. 27, 2014shares | Jul. 01, 2013shares | Jun. 11, 2013shares | May. 31, 2015$ / sharesshares | Oct. 31, 2014 | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)segment$ / sharesshares | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($)$ / sharesshares | Oct. 26, 2014shares | ||
Organization and business | ||||||||||||||
Number of segments | segment | 1 | |||||||||||||
General and administrative expense | $ 1,300,156 | $ 1,245,560 | $ 2,393,843 | $ 1,740,515 | ||||||||||
Research and development expense | $ 1,751,288 | $ 691,180 | $ 3,174,331 | 2,149,555 | ||||||||||
Reverse Stock Split | ||||||||||||||
Common stock, shares authorized | shares | 50,000,000 | 50,000,000 | 50,000,000 | 15,000,000 | ||||||||||
Initial Public Offering | ||||||||||||||
Net proceeds from initial public offering | $ 18,810,484 | |||||||||||||
Common stock, shares authorized | shares | 50,000,000 | 50,000,000 | 50,000,000 | 15,000,000 | ||||||||||
Preferred stock, shares authorized | shares | 10,000,000 | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||
Deferred offering costs | [1] | $ 2,480,049 | ||||||||||||
Liquidity | ||||||||||||||
Accumulated deficit | $ (18,610,836) | $ (18,610,836) | $ (9,410,778) | [1] | ||||||||||
IPO | ||||||||||||||
Initial Public Offering | ||||||||||||||
Underwriting discounts, commissions, and estimated offering expenses | $ 2,900,000 | |||||||||||||
Underwriters' over-allotment option | ||||||||||||||
Initial Public Offering | ||||||||||||||
Underwriting discounts, commissions, and estimated offering expenses | 1,200,000 | |||||||||||||
Common Stock | ||||||||||||||
Reverse Stock Split | ||||||||||||||
Reverse stock split ratio | 0.667 | 0.667 | ||||||||||||
Common stock, shares authorized | shares | 15,000,000 | 10,000,000 | ||||||||||||
Initial Public Offering | ||||||||||||||
Shares issued (in shares) | shares | 2,860,000 | |||||||||||||
Common stock, shares authorized | shares | 15,000,000 | 10,000,000 | ||||||||||||
Common Stock | IPO | ||||||||||||||
Initial Public Offering | ||||||||||||||
Shares issued (in shares) | shares | 2,860,000 | |||||||||||||
Shares issued (price per share) | $ / shares | $ 7 | |||||||||||||
Net proceeds from initial public offering | $ 15,900,000 | |||||||||||||
Underwriting discounts, commissions, and estimated offering expenses | $ 2,897,825 | |||||||||||||
Issuance of common stock upon conversion (in shares) | shares | 2,010,596 | |||||||||||||
Common Stock | Underwriters' over-allotment option | ||||||||||||||
Initial Public Offering | ||||||||||||||
Underwriting discounts, commissions, and estimated offering expenses | 1,209,802 | |||||||||||||
Napo | ||||||||||||||
Organization and business | ||||||||||||||
Number of shares issued in exchange for cash and services | shares | 2,666,666 | |||||||||||||
Service Agreement | ||||||||||||||
Organization and business | ||||||||||||||
Research and development expense | $ 28,764 | |||||||||||||
Service Agreement | Napo | ||||||||||||||
Organization and business | ||||||||||||||
Number of shares issued in exchange for cash and services | shares | 2,666,666 | |||||||||||||
General and administrative expense | $ 114,858 | |||||||||||||
Series A redeemable convertible preferred stock | ||||||||||||||
Initial Public Offering | ||||||||||||||
Preferred shares outstanding | shares | 0 | 0 | 0 | 3,015,902 | ||||||||||
Series A redeemable convertible preferred stock | IPO | ||||||||||||||
Initial Public Offering | ||||||||||||||
Shares automatically converted at closing of IPO (in shares) | shares | 3,015,902 | |||||||||||||
[1] | The condensed balance sheet at December 31, 2014 is derived from the audited financial statements at that date included in the Company's prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on May 14, 2015. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue Recognition | ||
Deferred revenue | $ 125,529 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2014USD ($) | |
Warrant liability | [1] | $ 601,889 |
Recurring | ||
Warrant liability | 601,889 | |
Recurring | Level 3 | ||
Warrant liability | $ 601,889 | |
[1] | The condensed balance sheet at December 31, 2014 is derived from the audited financial statements at that date included in the Company's prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on May 14, 2015. |
Fair Value Measurements (Deta29
Fair Value Measurements (Details 2) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | ||
Beginning value of warrant liability | [1] | $ 601,889 | |
Issuance of Common Warrants | 47,479 | ||
Conversion into Additional Paid-in Liability | 1,202,521 | $ 614,557 | |
Ending value of warrant liability | [1] | 601,889 | |
Assets measured at fair value on a recurring basis | 0 | ||
Recurring | |||
Beginning value of warrant liability | 601,889 | ||
Ending value of warrant liability | 601,889 | ||
Level 3 | Recurring | |||
Beginning value of warrant liability | 601,889 | ||
Issuance of Common Warrants | 47,479 | ||
Change in Fair Value of Level 3 Liability | 501,617 | ||
Conversion into Additional Paid-in Liability | $ (1,150,985) | ||
Ending value of warrant liability | $ 601,889 | ||
[1] | The condensed balance sheet at December 31, 2014 is derived from the audited financial statements at that date included in the Company's prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on May 14, 2015. |
Employee Leasing and Overhead30
Employee Leasing and Overhead Allocation Agreement (Details) - USD ($) | Jul. 01, 2013 | Jun. 11, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Total operating expenses | $ 3,231,628 | $ 1,936,740 | $ 5,972,959 | $ 3,890,070 | ||
General and administrative expense | 1,300,156 | 1,245,560 | 2,393,843 | 1,740,515 | ||
Research and development expense | $ 1,751,288 | $ 691,180 | 3,174,331 | 2,149,555 | ||
Napo | ||||||
Number of shares issued | 2,666,666 | |||||
Service Agreement | ||||||
Research and development expense | $ 28,764 | |||||
Service Agreement | Napo | ||||||
Number of shares issued | 2,666,666 | |||||
General and administrative expense | $ 114,858 | |||||
Service Agreement | Napo | Monthly | ||||||
Executive compensation expense per month | $ 38,938 | |||||
Employee services expense per month | 26,873 | |||||
Overhead costs per month | 6,000 | |||||
Total operating expenses | $ 71,811 |
License Agreement (Details)
License Agreement (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jan. 31, 2015 | Jan. 31, 2014 | Jul. 31, 2013 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | ||
License agreement | |||||||
Property and equipment, net | $ 866,236 | $ 872,523 | [1] | ||||
Option Agreement | Napo | |||||||
License agreement | |||||||
License fees paid | $ 100,000 | ||||||
Agreement term | 2 years | ||||||
License Agreement | Napo | |||||||
License agreement | |||||||
Payment obligation of one-time non-refundable license fee | $ 1,750,000 | $ 2,000,000 | |||||
Option fee | 100,000 | ||||||
Milestone payments due | $ 3,150,000 | ||||||
Royalty expiration term from the first sale of each individual product | 10 years | ||||||
Minimum proceeds from IPO prior to December 31, 2015, required for royalty reduction | $ 10,000,000 | ||||||
Milestone payments due in the event of minimum proceeds from IPO | $ 0 | ||||||
Royalties due | $ 1,802 | ||||||
Property and equipment, net | $ 817,374 | ||||||
Estimated life | 10 years | ||||||
License Agreement | Napo | Scenario, Forecast | |||||||
License agreement | |||||||
License fees paid | $ 1,175,000 | ||||||
License Agreement | Napo | Products derived from Croton Lechleri | |||||||
License agreement | |||||||
Royalty rate for net sales below revenue base (as a percent) | 8.00% | ||||||
Net product sales upon which royalty rate increases | $ 30,000,000 | ||||||
Royalty rate for net sales above revenue base (as a percent) | 10.00% | ||||||
Royalties payments due in the event of minimum proceeds from IPO | $ 0 | ||||||
License Agreement | Napo | Prescription products derived from Croton Lechleri | |||||||
License agreement | |||||||
Royalty rate in the event of an IPO in excess of a specified amount | 2.00% | ||||||
License Agreement | Napo | Nonprescription products derived from Croton Lechleri | |||||||
License agreement | |||||||
Royalty rate in the event of an IPO in excess of a specified amount | 1.00% | ||||||
License Agreement | Napo | Pharmaceutical prescription products not derived from Croton Lechleri | |||||||
License agreement | |||||||
Royalty on annual net sales of products (as a percent) | 2.00% | ||||||
License Agreement | Napo | Nonprescription products not derived from Croton Lechleri | |||||||
License agreement | |||||||
Royalty on annual net sales of products (as a percent) | 1.00% | ||||||
[1] | The condensed balance sheet at December 31, 2014 is derived from the audited financial statements at that date included in the Company's prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on May 14, 2015. |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | |
Accrued Expenses | |||
Accrued legal costs | $ 738,600 | ||
Accrued printing costs | 275,000 | ||
Accrued bonuses | $ 82,500 | ||
Accrued interest | 66,925 | 29,292 | |
Accrued vacation | 185,706 | 140,408 | |
Other | 113,280 | 134,691 | |
Total | $ 448,411 | $ 1,317,991 | [1] |
[1] | The condensed balance sheet at December 31, 2014 is derived from the audited financial statements at that date included in the Company's prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on May 14, 2015. |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended |
May. 31, 2014USD ($) | |
Napo | |
Commitments and Contingencies | |
Rent related to the office space | $ 33,897 |
Commitments and Contingencies34
Commitments and Contingencies (Details 2) | Jun. 26, 2014EUR (€)itemshares | May. 31, 2015EUR (€) | Sep. 30, 2013USD ($)item | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2015EUR (€) | Jun. 30, 2015EUR (€) | Jun. 30, 2015USD ($) | Apr. 30, 2015EUR (€) | Mar. 31, 2015$ / shares | Mar. 31, 2015EUR (€) | Mar. 25, 2015EUR (€) | Aug. 31, 2014$ / shares |
Commitments and Contingencies | |||||||||||||
Minimum lease payments | $ | $ 63,795 | ||||||||||||
Gross aggregate proceeds | $ | $ 1,250,000 | $ 300,000 | |||||||||||
Bonus fee payable | $ | $ 82,500 | ||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 6.40 | ||||||||||||
Convertible promissory notes | |||||||||||||
Commitments and Contingencies | |||||||||||||
Gross aggregate proceeds | $ | $ 525,000 | ||||||||||||
Interest rate (as a percent) | 8.00% | ||||||||||||
Number of Convertible Promissory Notes Issued | item | 4 | ||||||||||||
Debt Instrument Number of Business Days After Date of Consummation of Initial Closing of First Equity Round of Financing when Debt Instrument Is Due | 10 days | ||||||||||||
Transfer Agreement | Manufacturer | |||||||||||||
Commitments and Contingencies | |||||||||||||
Prepayment of start-up fee | € 500,000 | € 500,000 | |||||||||||
Prepayment of start-up fee which is to be paid at the earlier to occur of September 15, 2014 or the closing date of an initial public offering | 250,000 | ||||||||||||
Prepayment of start-up fee which is to be paid at the time of installation and qualification of the Company's equipment | 250,000 | ||||||||||||
Prepayment related to technology transfer | 620,000 | € 215,000 | € 310,000 | ||||||||||
Prepayment related to technology transfer which is to be paid within five days of the signature of the Transfer Agreement | 310,000 | 95,000 | € 215,000 | ||||||||||
Prepayment related to technology transfer which is to be paid after the delivery of a final study report | 310,000 | ||||||||||||
Prepayment for design of a portion of the Manufacturer's facility which is to be paid within five days of the signature of the Transfer Agreement | € 100,000 | 20,000 | 150,000 | ||||||||||
Increase in prepayment for design of portion of manufacturer facility payable within specified days of signature of agreement | 170,000 | ||||||||||||
Period within which prepayment for design of a portion of the Manufacturer's facility is payable from signature of the Transfer Agreement | 5 days | ||||||||||||
Prepayment Of StartUp Fee | 500,000 | ||||||||||||
Bonus fee payable | € 300,000 | € 300,000 | |||||||||||
Bonus fee payable due within specified number of days of signature agreement | € 150,000 | ||||||||||||
Bonus fee paid | € 150,000 | ||||||||||||
Number of installments | item | 2 | ||||||||||||
Aggregate amount payable to Manufacturer upon the delivery of agreed-upon levels of satisfactory product pursuant to the agreement | € 500,000 | € 250,000 | € 250,000 | ||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 16,666 | ||||||||||||
Exercise price as a percentage of initial public offering price | 90.00% | ||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 6.30 | ||||||||||||
Transfer Agreement | Manufacturer | Scenario, Forecast | |||||||||||||
Commitments and Contingencies | |||||||||||||
Bonus fee payable due within specified number of days of signature agreement | € 150,000 |
Debt and Warrants (Details)
Debt and Warrants (Details) | Dec. 23, 2014USD ($)item$ / sharesshares | Dec. 03, 2014USD ($)$ / shares | Oct. 30, 2014USD ($)item | Jul. 16, 2014USD ($)$ / sharesshares | Jun. 26, 2014USD ($)$ / sharesshares | Jun. 26, 2014USD ($)$ / sharesshares | Jun. 02, 2014USD ($)item$ / sharesshares | May. 31, 2015USD ($)shares | Mar. 31, 2015USD ($)$ / sharesshares | Feb. 28, 2015USD ($)item | Aug. 31, 2014USD ($)$ / sharesshares | Feb. 28, 2014USD ($)$ / sharesshares | Feb. 28, 2014USD ($)$ / shares | Sep. 30, 2013USD ($)itemshares | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($)shares | Mar. 31, 2015USD ($)$ / sharesshares | May. 13, 2015$ / shares | |
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Gross aggregate proceeds | $ 1,250,000 | $ 300,000 | ||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 6.40 | |||||||||||||||||||
Strike price (in dollars per share) | $ / shares | $ 8 | |||||||||||||||||||
Volatility (as a percent) | 52.00% | |||||||||||||||||||
Dividend yield (as a percent) | 0.00% | |||||||||||||||||||
Risk-free interest rate (as a percent) | 0.52% | |||||||||||||||||||
Net amount of Notes | 123,214 | $ 424,674 | [1] | |||||||||||||||||
Transfer Agreement | Manufacturer | ||||||||||||||||||||
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 16,666 | 16,666 | ||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 6.30 | $ 6.30 | ||||||||||||||||||
Exercise price as a percentage of initial public offering price | 90.00% | 90.00% | ||||||||||||||||||
Series A redeemable convertible preferred stock | ||||||||||||||||||||
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Issuance of convertible preferred stock (in shares) | shares | 2,224,991 | 3,015,902 | ||||||||||||||||||
Original issue price (in dollars per share) | $ / shares | $ 2.2472 | $ 2.2472 | ||||||||||||||||||
Warrants | Transfer Agreement | Manufacturer | ||||||||||||||||||||
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 6.30 | $ 6.30 | ||||||||||||||||||
Term | 5 years | |||||||||||||||||||
Warrants | Common Stock | Transfer Agreement | Manufacturer | ||||||||||||||||||||
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 16,666 | 16,666 | ||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 4.35 | $ 4.35 | ||||||||||||||||||
Fair value of warrants | $ 37,840 | $ 37,840 | ||||||||||||||||||
Strike price (in dollars per share) | $ / shares | $ 4.83 | $ 4.83 | ||||||||||||||||||
Term | 5 years | |||||||||||||||||||
Volatility (as a percent) | 49.00% | |||||||||||||||||||
Dividend yield (as a percent) | 0.00% | |||||||||||||||||||
Risk-free interest rate (as a percent) | 1.64% | |||||||||||||||||||
Exercise price as a percentage of initial public offering price | 90.00% | 90.00% | ||||||||||||||||||
Standby bridge financing agreement | ||||||||||||||||||||
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 5.23 | |||||||||||||||||||
Fair value of warrants | $ 505,348 | |||||||||||||||||||
Strike price (in dollars per share) | $ / shares | $ 5.01 | |||||||||||||||||||
Term | 5 years | 6 months | ||||||||||||||||||
Volatility (as a percent) | 63.00% | |||||||||||||||||||
Dividend yield (as a percent) | 0.00% | |||||||||||||||||||
Risk-free interest rate (as a percent) | 1.61% | |||||||||||||||||||
Aggregate principal amount of bridge financing | $ 1,000,000 | |||||||||||||||||||
Debt discount | $ 605,348 | |||||||||||||||||||
Exercise price as a percentage of initial public offering price | 80.00% | |||||||||||||||||||
Number of lenders | item | 2 | |||||||||||||||||||
Interest Paid | $ 321,600 | |||||||||||||||||||
Value to be divided by IPO exercise price to determine number of warrants granted | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||
Standby bridge financing agreement | IPO | ||||||||||||||||||||
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 5.60 | $ 5.60 | ||||||||||||||||||
Standby bridge financing agreement | Interest Expense. | ||||||||||||||||||||
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Term | 6 months | |||||||||||||||||||
Debt discount | $ 100,000 | |||||||||||||||||||
Amortization of debt discount | $ 521,291 | |||||||||||||||||||
Additional financing costs | $ 104,000 | 86,667 | ||||||||||||||||||
Convertible promissory notes | ||||||||||||||||||||
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Number of convertible promissory notes issued | item | 4 | |||||||||||||||||||
Number of Accredited Investors | item | 2 | |||||||||||||||||||
Gross aggregate proceeds | $ 525,000 | |||||||||||||||||||
Interest rate (as a percent) | 8.00% | |||||||||||||||||||
Number of business days after the date of consummation of the initial closing of a first equity round of financing, when the debt instrument is due | 10 days | |||||||||||||||||||
Pre-money valuation threshold amount | $ 3,000,000 | |||||||||||||||||||
Aggregate principal amount | $ 250,000 | |||||||||||||||||||
Amortization of debt discount | $ 4,071 | $ 1,443 | ||||||||||||||||||
Net amount of Notes | 518,105 | |||||||||||||||||||
Number of shares issued for notes converted | shares | 207,664 | |||||||||||||||||||
Principal and interest paid on debt | 103,912 | |||||||||||||||||||
Retirement of convertible promissory notes | $ 100,000 | |||||||||||||||||||
Convertible promissory notes | Interest Expense. | ||||||||||||||||||||
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Debt discount | $ 6,895 | |||||||||||||||||||
Convertible promissory notes | Dechra Pharmaceuticals PLC | ||||||||||||||||||||
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Interest rate (as a percent) | 12.00% | 12.00% | ||||||||||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 89,285 | 89,285 | ||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 5.60 | $ 5.60 | ||||||||||||||||||
Investment Warrants Expiration Date | Dec. 31, 2017 | |||||||||||||||||||
Aggregate principal amount | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||
Number of shares issued for notes converted | shares | 178,571 | |||||||||||||||||||
Convertible promissory notes | Dechra Pharmaceuticals PLC | IPO | ||||||||||||||||||||
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 5.60 | |||||||||||||||||||
Convertible promissory notes | Warrants | Common Stock | ||||||||||||||||||||
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 207,664 | |||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||
Exercise price as a percentage of purchase price paid by equity investors when pre-money valuation threshold amount is achieved | 75.00% | |||||||||||||||||||
Exercise price as a percentage of purchase price paid by equity investors | 75.00% | |||||||||||||||||||
Minimum pre-money valuation amount | $ 3,000,000 | $ 3,000,000 | ||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 2.5281 | $ 2.5281 | ||||||||||||||||||
Fair value of warrants | $ 6,895 | $ 6,895 | ||||||||||||||||||
Strike price (in dollars per share) | $ / shares | $ 2.5281 | $ 2.5281 | ||||||||||||||||||
Term | 5 years | |||||||||||||||||||
Volatility (as a percent) | 64.00% | |||||||||||||||||||
Dividend yield (as a percent) | 0.00% | |||||||||||||||||||
Risk-free interest rate (as a percent) | 1.82% | |||||||||||||||||||
Convertible note purchase agreement | ||||||||||||||||||||
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Number of Accredited Investors | item | 3 | 2 | ||||||||||||||||||
Gross aggregate proceeds | $ 650,000 | |||||||||||||||||||
Interest rate (as a percent) | 12.00% | 3.00% | 3.00% | |||||||||||||||||
Number of business days after the date of consummation of the initial closing of a first equity round of financing, when the debt instrument is due | 30 days | |||||||||||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 58,035 | |||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 4.15 | $ 5.60 | $ 5.60 | |||||||||||||||||
Fair value of warrants | $ 147,943 | |||||||||||||||||||
Strike price (in dollars per share) | $ / shares | $ 4.59 | |||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 5.60 | $ 5.60 | ||||||||||||||||||
Term | 3 years | |||||||||||||||||||
Volatility (as a percent) | 49.00% | |||||||||||||||||||
Dividend yield (as a percent) | 0.00% | |||||||||||||||||||
Risk-free interest rate (as a percent) | 1.10% | |||||||||||||||||||
Aggregate principal amount | $ 150,000 | $ 300,000 | ||||||||||||||||||
Amortization of debt discount | 141,890 | $ 6,250 | ||||||||||||||||||
Number of shares issued for notes converted | shares | 26,785 | 53,571 | ||||||||||||||||||
Aggregate principal amount issued to board member to which Series A preferred stock was sold | $ 250,000 | $ 200,000 | ||||||||||||||||||
Beneficial conversion feature | $ 502,057 | $ 37,500 | 75,000 | |||||||||||||||||
Convertible note purchase agreement | IPO | ||||||||||||||||||||
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Strike price (in dollars per share) | $ / shares | 5.60 | 5.60 | ||||||||||||||||||
Number of shares issued for notes converted | shares | 116,070 | |||||||||||||||||||
Exercise price as a percentage of initial public offering price | 80.00% | |||||||||||||||||||
Convertible note purchase agreement | Interest Expense. | ||||||||||||||||||||
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Amortization of debt discount | $ 31,250 | 17,857 | ||||||||||||||||||
Beneficial conversion feature | 484,326 | |||||||||||||||||||
Convertible note purchase agreement | Dechra Pharmaceuticals PLC | ||||||||||||||||||||
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Amortization of debt discount | $ 1,000,000 | |||||||||||||||||||
Line of credit and loan agreement | ||||||||||||||||||||
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 33,333 | |||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 5.60 | $ 5.60 | ||||||||||||||||||
Fair value of warrants | $ 114,300 | |||||||||||||||||||
Term | 2 years | |||||||||||||||||||
Exercise price as a percentage of initial public offering price | 80.00% | |||||||||||||||||||
Drawdown amount | $ 0 | |||||||||||||||||||
Line of credit and loan agreement | Maximum | ||||||||||||||||||||
Convertible Promissory Notes and Common Stock Warrants | ||||||||||||||||||||
Stand-by line of credit | $ 1,000,000 | |||||||||||||||||||
[1] | The condensed balance sheet at December 31, 2014 is derived from the audited financial statements at that date included in the Company's prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on May 14, 2015. |
Common Stock (Details)
Common Stock (Details) - $ / shares | Jun. 30, 2015 | May. 13, 2015 | Dec. 31, 2014 |
Common Stock. | |||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 15,000,000 |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Stock-Based Awards (Details)
Stock-Based Awards (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2015 | Jul. 31, 2014 | Apr. 30, 2014 | Dec. 31, 2013 | |
Research and development expense | ||||
Stock-based awards | ||||
Allocated Share-based Compensation Expense | $ 346,219 | |||
General and administrative expense | ||||
Stock-based awards | ||||
Allocated Share-based Compensation Expense | $ 281,628 | |||
2013 Plan | Stock options | ||||
Stock-based awards | ||||
Number of shares reserved for issuance | 847,533 | 300,000 | ||
2014 Plan | Stock options | ||||
Stock-based awards | ||||
Number of shares reserved for issuance | 333,333 | |||
2014 Plan | Stock options | Board of directors | ||||
Stock-based awards | ||||
Granted (in shares) | 90,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - Napo - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Related party Transactions | ||
Outstanding liabilities | $ 16,581 | $ 16,581 |
Outstanding receivables | $ 5,234 |
Net Loss Per Share Attributab39
Net Loss Per Share Attributable to Common Stockholders (Details) - shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share | ||
Outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share (in shares) | 1,476,592 | 3,067,333 |
Convertible preferred stock | ||
Outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share | ||
Outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share (in shares) | 2,010,596 | |
Options and restricted stock units | ||
Outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share | ||
Outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share (in shares) | 870,720 | 832,407 |
Warrants | ||
Outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share | ||
Outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share (in shares) | 605,872 | 224,330 |
Subsequent Events(Details)
Subsequent Events(Details) | 3 Months Ended | 38 Months Ended |
May. 31, 2014USD ($) | Aug. 31, 2018USD ($)ft² | |
Subsequent event | ||
Subsequent Event [Line Items] | ||
Area of office space | ft² | 6,008 | |
Base rent | $ 29,539 | |
Annual increase in monthly rent | 500 | |
Future minimum lease payments | $ 1,143,526 | |
Napo | ||
Subsequent Event [Line Items] | ||
Base rent | $ 33,897 |