Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 18, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | REPH | ||
Entity Registrant Name | Recro Pharma, Inc. | ||
Entity Central Index Key | 1588972 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 7,804,063 | ||
Entity Public Float | $33,400,191 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $19,682,430 | $12,828 |
Other receivables | 89,604 | 38,418 |
Deferred offering costs | 784,177 | |
Prepaid expenses | 601,586 | 15,689 |
Total current assets | 20,373,620 | 851,112 |
Total assets | 20,373,620 | 851,112 |
Current liabilities: | ||
Convertible notes payable | 11,907,198 | |
Accounts payable | 869,919 | 434,244 |
Accrued expenses | 575,112 | 589,532 |
Total current liabilities | 1,445,031 | 12,930,974 |
Total liabilities | 1,445,031 | 12,930,974 |
Commitments | ||
Series A redeemable convertible preferred stock | 5,880,037 | |
Shareholders' equity (deficit): | ||
Preferred stock | ||
Common stock | 77,076 | 1,556 |
Additional paid-in capital | 52,947,126 | |
Accumulated deficit | -34,095,613 | -17,961,455 |
Total shareholders' equity (deficit) | 18,928,589 | -17,959,899 |
Total liabilities and shareholders' equity (deficit) | $20,373,620 | $851,112 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Series A redeemable convertible preferred stock, par value | $0.01 | $0.01 |
Series A redeemable convertible preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Series A redeemable convertible preferred stock, shares issued | 2,000,000 | 2,000,000 |
Series A redeemable convertible preferred stock, shares outstanding | 2,000,000 | 2,000,000 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 50,000,000 | |
Common stock, shares issued | 7,707,600 | 155,600 |
Common stock, shares outstanding | 7,707,600 | 155,600 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating expenses: | ||
Research and development | $7,874,187 | $543,632 |
General and administrative | 3,997,596 | 546,119 |
Total operating expenses | 11,871,783 | 1,089,751 |
Other income (expense): | ||
Interest income | 10,544 | 42 |
Interest expense | -4,272,919 | -868,109 |
Other income (expense), net | -4,262,375 | -868,067 |
Net loss | -16,134,158 | -1,957,818 |
Accretion of redeemable convertible preferred stock and deemed dividend | -1,270,057 | -440,204 |
Net loss applicable to common shareholders | -17,404,215 | -2,398,022 |
Basic and diluted net loss per common share | ($2.79) | ($15.41) |
Weighted average basic and diluted common shares outstanding | 6,238,581 | 155,600 |
Pro Forma [Member] | ||
Other income (expense): | ||
Net loss | ($11,861,239) | |
Basic and diluted net loss per common share | ($1.73) | |
Weighted average basic and diluted common shares outstanding | 6,861,570 |
Statements_of_Redeemable_Conve
Statements of Redeemable Convertible Preferred Stock and Shareholders' Equity (Deficit) (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] |
Series A Redeemable Convertible Preferred Stock [Member] | |||||
Balance at Dec. 31, 2012 | ($15,561,877) | $5,439,833 | $1,556 | ($15,563,433) | |
Balance, Shares at Dec. 31, 2012 | 2,000,000 | 155,600 | |||
Accretion of Series A redeemable convertible preferred stock to redemption value | -440,204 | 440,204 | -440,204 | ||
Net loss | -1,957,818 | -1,957,818 | |||
Balance at Dec. 31, 2013 | -17,959,899 | 5,880,037 | 1,556 | -17,961,455 | |
Balance, Shares at Dec. 31, 2013 | 2,000,000 | 155,600 | |||
Accretion of Series A redeemable convertible preferred stock to redemption value | -88,771 | 88,771 | -88,771 | ||
Deemed dividend on Series A | -1,181,286 | 1,181,286 | -1,181,286 | ||
Sale of common stock in initial public offering | 30,256,342 | 43,125 | 30,213,217 | ||
Sale of common stock in initial public offering, net of offering costs, Shares | 4,312,500 | ||||
Stock-based compensation expense | 531,150 | 531,150 | |||
Conversion of Series A and accrued dividends to common stock | 7,150,094 | -7,150,094 | 11,938 | 7,138,156 | |
Conversion of Series A and accrued dividends to common, Shares | -2,000,000 | 1,193,762 | |||
Conversion of notes payable and accrued interest to common stock | 12,274,427 | 20,457 | 12,253,970 | ||
Conversion of notes payable and accrued interest to common stock, Shares | 2,045,738 | ||||
Beneficial conversion upon conversion of notes payable (Note 6) | 4,080,690 | 4,080,690 | |||
Net loss | -16,134,158 | -16,134,158 | |||
Balance at Dec. 31, 2014 | $18,928,589 | $77,076 | $52,947,126 | ($34,095,613) | |
Balance, Shares at Dec. 31, 2014 | 7,707,600 |
Statements_of_Redeemable_Conve1
Statements of Redeemable Convertible Preferred Stock and Shareholders' Equity (Deficit) (Parenthetical) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Offering costs for sale of common stock in initial public offering | $4,243,658 |
Common Stock [Member] | |
Offering costs for sale of common stock in initial public offering | $4,243,658 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss | ($16,134,158) | ($1,957,818) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 531,150 | 0 |
Non-cash interest expense | 4,272,919 | 868,109 |
Depreciation expense | 1,447 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | -585,897 | -1,410 |
Other receivables | -51,186 | 46,582 |
Accounts payable and accrued expenses | 1,100,955 | 226,465 |
Net cash used in operating activities | -10,866,217 | -816,625 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 30,360,819 | |
Offering costs | -104,477 | |
Proceeds from notes payable | 175,000 | 880,584 |
Net cash provided by financing activities | 30,535,819 | 776,107 |
Net (decrease) increase in cash and cash equivalents | 19,669,602 | -40,518 |
Cash and cash equivalents, beginning of year | 12,828 | 53,346 |
Cash and cash equivalents, end of year | 19,682,430 | 12,828 |
Supplemental disclosure of cash flow information: | ||
Accretion of Series A and deemed dividend | 1,270,057 | 440,204 |
Conversion of Series A and accrued dividends | $7,150,094 |
Background
Background | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Background | -1 | Background |
Recro Pharma, Inc. (the Company) is a development-stage company that was incorporated in Pennsylvania as Recro Pharma I, Inc. on November 15, 2007 (inception). The Company changed its name to Recro Pharma, Inc. on August 31, 2008. The Company is a clinical stage specialty pharmaceutical company developing non-opioid therapeutics for the treatment of pain, initially for acute pain following surgery. The Company operates in one segment and has its principal offices in Malvern, Pennsylvania. |
DevelopmentStage_Risks_and_Liq
Development-Stage Risks and Liquidity | 12 Months Ended | |
Dec. 31, 2014 | ||
Development Stage Enterprises [Abstract] | ||
Development-Stage Risks and Liquidity | -2 | Development-Stage Risks and Liquidity |
The Company has incurred losses and negative cash flows from operations since inception and has an accumulated deficit of $34.1 million as of December 31, 2014. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its products currently in development. Management believes that cash and cash equivalents will be sufficient to fund the Company’s current operations through March 31, 2016. Substantial additional financing will be needed by the Company to fund its operations and to commercially develop its product candidates. | ||
The Company’s future operations are highly dependent on a combination of factors, including (i) the timely and successful completion of additional financing discussed above; (ii) the Company’s ability to complete revenue-generating partnerships with pharmaceutical companies; (iii) the success of its research and development; (iv) the development of competitive therapies by other biotechnology and pharmaceutical companies; and, ultimately (v) regulatory approval and market acceptance of the Company’s proposed future products. |
Summary_of_Significant_Account
Summary of Significant Accounting Principles | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Summary of Significant Accounting Principles | -3 | Summary of Significant Accounting Principles | |||||||
(a) | Use of Estimates | ||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management 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 and the reported amounts of expenses during the reporting period. Actual results could differ from such estimates. | |||||||||
(b) | Fair Value of Financial Instruments | ||||||||
Management believes that the carrying amounts of the Company’s financial instruments, including cash equivalents, accounts payable, and accrued expenses, approximate fair value due to the short-term nature of those instruments. | |||||||||
(c) | Cash and Cash Equivalents | ||||||||
The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash equivalents as of December 31, 2013 and 2014 consisted of money market mutual funds and government and agency bonds. | |||||||||
(d) | Research and Development | ||||||||
Research and development costs are charged to expense as incurred. Research and development expenses consist primarily of funds paid to third parties for the provision of services for drug development, clinical trials, statistical analysis and report writing, and regulatory compliance costs. At the end of the reporting period, the Company compares payments made to third-party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expense relating to these costs. | |||||||||
Upfront and milestone payments made to third parties who perform research and development services on the Company’s behalf are expensed as services are rendered. Costs incurred in obtaining technology licenses are charged to research and development expense as acquired in-process research and development if the technology licensed has not reached technological feasibility and has no alternative future use. | |||||||||
(e) | Income Taxes | ||||||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is recorded to the extent it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |||||||||
(f) | Stock-Based Awards | ||||||||
The Company measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award. | |||||||||
Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of the Company’s common stock prior to the Company’s initial public offering (IPO) and for stock options, the expected life of the option, and expected stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. | |||||||||
The expected life of stock options was estimated using the “simplified method,” as the Company has no historical information to develop reasonable expectations about future exercise patterns and post vesting employment termination behavior for its stock options grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of options grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option. | |||||||||
Nonemployee stock-based awards are revalued until an award vests and recognizes compensation expense on a straight-line basis over the vesting period of each separated vesting tranche of the award, or the accelerated attribution method. The estimation of the number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised. | |||||||||
(g) | Net Loss Per Common Share | ||||||||
Basic and diluted net loss per common share is determined by dividing net loss applicable to common shareholders by the weighted average common shares during the period. For all periods presented, the outstanding shares of common stock options and warrants have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted average shares used to calculate both basic and diluted loss per share are the same. | |||||||||
The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of December 31, 2013 and 2014, as they would be anti-dilutive: | |||||||||
December 31, | |||||||||
2013 | 2014 | ||||||||
Shares issuable upon conversion of redeemable convertible preferred stock | 800,000 | — | |||||||
Shares issuable pursuant to redeemable convertible preferred stock accretion | 376,008 | — | |||||||
Options outstanding | 334,800 | 1,033,300 | |||||||
Convertible notes payable | 1,984,533 | — | |||||||
Warrants | — | 150,000 | |||||||
Amounts in the table above reflect the common stock equivalents of the noted instruments. | |||||||||
The unaudited pro forma net loss per common share is computed using the weighted average number of common shares outstanding and reflects the conversion of all outstanding shares of the Company’s Series A Redeemable Convertible Preferred Stock, or Series A Stock, including accrued dividends, into 230,484 weighted average shares of common stock and the conversion of the 8% Convertible Promissory Notes, or Bridge Notes, including accrued interest, into 392,505 weighted average shares of common stock as if they had occurred at the later of the beginning of the period or date of issuance. Accordingly, net loss applicable to common stockholders is adjusted to remove all preferred stock accretion and interest expense on the Bridge Notes. The Company believes the unaudited pro forma net loss per common share provides material information to investors, as the conversion of the Company’s Series A Stock to common stock, including accrued dividends, and the conversion of the Bridge Notes, including accrued interest, occurred upon the closing of the Company’s IPO in March 2014, and the disclosure of pro forma net loss per common share provides an indication of net loss per common share that is comparable to what will be reported by the Company as a public company following the closing of the IPO. | |||||||||
The following table summarizes the calculation of unaudited pro forma basic and diluted net loss per common share: | |||||||||
Year ended | |||||||||
December 31, | |||||||||
2014 | |||||||||
Numerator: | |||||||||
Net loss applicable to common shareholders | $ | (17,404,215 | ) | ||||||
Effect of pro forma adjustments: | |||||||||
Accretion of redeemable convertible preferred stock | 1,270,057 | ||||||||
Interest expense on convertible notes | 4,272,919 | ||||||||
Pro forma net loss applicable to common shareholders | $ | (11,861,239 | ) | ||||||
Denominator: | |||||||||
Weighted average common shares outstanding | 6,238,581 | ||||||||
Effect of pro forma adjustments: | |||||||||
Conversion of redeemable convertible preferred stock | 230,484 | ||||||||
Conversion of convertible notes | 392,505 | ||||||||
Shares used in computing unaudited pro forma weighted average basic and diluted common shares outstanding | 6,861,570 | ||||||||
Unaudited pro forma basic and diluted net loss per common share | $ | (1.73 | ) | ||||||
(h) | Recent Accounting Pronouncements | ||||||||
In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-10 Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates all incremental financial reporting requirements for development stage entities by removing Accounting Standards Codification (ASC) Topic 915, Development Stage Entities, from the FASB Accounting Standards Codification. ASC Topic 915 is removed effective for annual periods beginning after December 15, 2014 and early adoption is permitted. The Company adopted the ASU effective with the issuance of the June 30, 2014 financial statements. | |||||||||
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
Fair Value of Financial Instruments | -4 | Fair Value of Financial Instruments | |||||||||||
The Company follows FASB accounting guidance on fair value measurements for financial assets and liabilities measured on a recurring basis. The guidance requires fair value measurements to maximize the use of “observable inputs.” The three-level hierarchy of inputs to measure fair value are as follows: | |||||||||||||
• | Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities | ||||||||||||
• | Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability | ||||||||||||
• | Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity) | ||||||||||||
The Company has classified assets and liabilities measured at fair value on a recurring basis as follows: | |||||||||||||
Fair value measurements at reporting | |||||||||||||
date using | |||||||||||||
Quoted prices | Significant | Significant | |||||||||||
in active | other | unobservable | |||||||||||
markets for | observable | inputs | |||||||||||
identical | inputs | (Level 3) | |||||||||||
assets | (Level 2) | ||||||||||||
(Level 1) | |||||||||||||
At December 31, 2013: | |||||||||||||
Assets: | |||||||||||||
Money market mutual funds (included in cash and cash equivalents) | $ | 12,828 | — | — | |||||||||
At December 31, 2014: | |||||||||||||
Assets: | |||||||||||||
Money market mutual funds | $ | 10,921,896 | — | — | |||||||||
Government and agency bonds | 8,663,044 | — | — | ||||||||||
Cash equivalents | $ | 19,584,940 | $ | — | $ | — | |||||||
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accrued Expenses | -5 | Accrued Expenses | |||||||
Accrued expenses consist of the following: | |||||||||
December 31, | |||||||||
2013 | 2014 | ||||||||
Clinical trial and related costs | $ | 18,944 | $ | 112,438 | |||||
Professional and consulting fees | 567,500 | 394,021 | |||||||
Payroll and related costs | 3,088 | 24,677 | |||||||
Other | — | 43,976 | |||||||
$ | 589,532 | $ | 575,112 | ||||||
Convertible_Notes_Payable
Convertible Notes Payable | 12 Months Ended | |
Dec. 31, 2014 | ||
Debt Disclosure [Abstract] | ||
Convertible Notes Payable | -6 | Convertible Notes Payable |
As of December 31, 2013, $9,400,584 of the Bridge Notes were outstanding plus $2,506,614 of accrued interest. In January 2014, the Company issued an additional $175,000 of Bridge Notes in the aggregate. The Bridge Notes bore interest at 8% per annum, compounded quarterly and were due on demand. During the years ended December 31, 2013 and 2014, the Company recorded $868,109 and $192,229 of interest expense, respectively, for the Bridge Notes. Upon the closing of the Company’s IPO, $9,575,585 of Bridge Notes outstanding plus $2,698,842 of accrued interest were converted into 2,045,738 shares of common stock. After the IPO, there are no Bridge Notes outstanding. | ||
The Bridge Notes, including accrued interest, were converted upon consummation of the IPO at seventy-five percent (75%) of the IPO price per share. The Company determined that the Bridge Notes contained a contingent beneficial conversion feature (BCF). The contingent BCF existed at the date of issuance of the Bridge Notes which allowed the holders to purchase equity at a 25% discount of the offering price. In accordance with that accounting guidance, the contingent BCF of $4,080,690 was recognized as additional interest expense when the Bridge Notes, including accrued interest, converted into shares of common stock. |
License_and_Supply_Agreements
License and Supply Agreements | 12 Months Ended | |
Dec. 31, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
License and Supply Agreements | -7 | License and Supply Agreements |
In August 2008, the Company entered into a License Agreement with Orion Corporation (Orion) for Non-Injectable Dexmedetomidine. Under the Dexmedetomidine License Agreement, the Company was granted an exclusive license under the Orion Know-How and Cygnus/Farmos Patent to commercialize products in the territory, as defined in such agreement, and to use, research, develop, and manufacture products worldwide solely for purposes of commercialization. The Company also entered into a supply agreement with Orion in which Orion will supply the Company with Dexmedetomidine at no cost during the product development period and upon FDA approval, Orion will supply commercial quantities of bulk active pharmaceutical ingredient Dexmedetomidine, for commercialization. | ||
The Company will pay up to €20,500,000 ($24.9 million as of December 31, 2014) in contingent milestones upon the achievement of certain regulatory and commercialization events. There are also royalty payments to be paid at varying percentages of net sales, which generally range from 10% to 20% depending on annual sales levels. No amounts were due or payable during 2013 or 2014. | ||
In July 2010, the Company entered into a License Agreement with Orion for Fadolmidine. Under the Fadolmidine License Agreement, the Company was granted an exclusive license under the Orion Know-How and Orion Patent Rights to commercialize products in the territory, as defined in such agreement, and to use, research, develop, and manufacture products worldwide solely for purposes of commercialization. | ||
The Company will pay up to an additional €12,200,000 ($14.8 million as of December 31, 2014) in contingent milestones upon the achievement of certain regulatory and commercialization events. There are also royalty payments to be paid at varying percentages, which range from 10% to 15% of net sales. No amounts were due or payable during 2013 or 2014. |
Capital_Structure
Capital Structure | 12 Months Ended | ||
Dec. 31, 2014 | |||
Equity [Abstract] | |||
Capital Structure | -8 | Capital Structure | |
(a) | Common Stock | ||
The Company is authorized to issue 50,000,000 shares of common stock, with a par value of $0.01 per share. | |||
On January 27, 2014, the Company effected a 1-for-2.5 reverse stock split of the Company’s common stock. All share and per share amounts included in these financial statements and notes thereto have been adjusted retroactively for all periods presented to give effect to the reverse stock split. | |||
On March 12, 2014, the Company completed an IPO in which the Company sold 4,312,500 shares of common stock at $8.00 per share resulting in gross proceeds of $34,500,000. In connection with the IPO, the Company paid $4,243,658 in underwriting discounts, commissions and offering costs resulting in net proceeds of $30,256,342. Also in connection with the IPO, all of the outstanding shares of the Company’s Series A Stock, including accreted dividends, and Bridge Notes, including accrued interest, were converted into common stock. | |||
(b) | Preferred Stock | ||
The Company is authorized to issue 10,000,000 shares of preferred stock, with a par value of $0.01 per share. As of December 31, 2014, no preferred stock was issued or outstanding. | |||
(c) | Series A Redeemable Convertible Preferred Stock | ||
The Company previously had outstanding 2,000,000 shares of Series A Stock. Each share of Series A Stock was automatically converted into 0.4 shares of common stock upon closing of the Company’s IPO. The holders of Series A Stock were entitled to receive cumulative dividends of 8%, compounded annually. As of December 31, 2013, there were $1,880,037 of cumulative undeclared Series A Stock dividends. Upon conversion of the Series A Stock into common stock, cumulative undeclared dividends were convertible into a number of shares of common stock equal to the total amount of cumulative dividends divided by $2.00 (the Series A Stock issuance price) multiplied by 0.4 (the Series A Stock conversion ratio). Based on the IPO price of $8.00, the Company has recorded a non-cash deemed dividend of $1,181,286 upon closing of the IPO which represents the fair value of the common stock issued for such dividends in excess of the amounts previously recognized as accretion on the Series A Stock in the accompanying financial statements. | |||
Upon the closing of the Company’s IPO on March 12, 2014, the Series A Stock plus $1,968,808 of cumulative Series A Stock dividends were converted into 1,193,762 shares of common stock. After the IPO, there are no longer any shares of Series A Stock authorized or outstanding. | |||
(d) | Warrants | ||
In connection with the closing of the Company’s IPO on March 12, 2014, the Company issued to the designees of Aegis Capital Corporation, the representative of the underwriters for the IPO, warrants to purchase 150,000 shares of common stock. The warrants are exercisable for cash at a price of $12.00 per share. The warrants are exercisable by the holders at any time, in whole or in part, during the four-year period ending March 12, 2018. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Stock-Based Compensation | -9 | Stock-Based Compensation | |||||||||||
The Company established the 2008 Stock Option Plan, or the 2008 Plan, which allows for the granting of common stock awards, stock appreciation rights, and incentive and nonqualified stock options to purchase shares of the Company’s common stock to designated employees, nonemployee directors, and consultants and advisors. As of December 31, 2014, no stock appreciation rights have been issued. Subsequent to adoption, the Plan has been amended to increase the authorized number of shares available for grant to 444,000 shares of common stock. In October 2013, the Company established the 2013 Equity Incentive Plan, or the 2013 Plan, which allows for the grant of stock options, stock appreciation rights and stock awards for a total of 600,000 shares of common stock. Stock options are exercisable generally for a period of 10 years from the date of grant and generally vest over 4 years. As of December 31, 2014, 10,526 and 174 shares were available for future grants under the 2013 Plan and 2008 Plan, respectively. | |||||||||||||
The weighted average grant-date fair value of the options awarded to employees during the year ended December 31, 2014 was $3.55. The fair value of the options was estimated on the date of grant using a Black-Scholes option pricing model with the following assumptions: | |||||||||||||
2014 | |||||||||||||
Expected life | 6.0 years | ||||||||||||
Expected volatility | 80.30% | ||||||||||||
Risk-free interest rate | 2.14-2.73% | ||||||||||||
Expected dividend yield | — | ||||||||||||
Stock-based compensation expense for the year ended December 31, 2014 was $531,150. There was no stock-based compensation expense for the year ended December 31, 2013. | |||||||||||||
The following table summarizes stock option activity during year ended December 31, 2014: | |||||||||||||
Number of | Weighted | Weighted | |||||||||||
shares | average | average | |||||||||||
exercise | remaining | ||||||||||||
price | contractual life | ||||||||||||
Balance, December 31, 2013 | 334,800 | $ | 6 | ||||||||||
Granted | 698,500 | $ | 5.66 | ||||||||||
Exercised | — | — | |||||||||||
Canceled | — | — | |||||||||||
Balance, December 31, 2014 | 1,033,300 | $ | 5.77 | 7.83 years | |||||||||
Options exercisable, December 31, 2014 | 426,520 | $ | 6.38 | 5.33 years | |||||||||
Included in the table above are 70,500 performance-based options granted in December 2014 with an exercise price of $2.47 per share that vest 30% upon positive topline results from the Company’s ongoing Phase II clinical trial, with the remaining portion of the performance-based options vesting monthly over a three-year period beginning on the date the performance conditions are satisfied. | |||||||||||||
In December 2014, the Company also granted 123,500 time-based options and 123,500 performance-based options to the Company’s Chief Executive Officer with an exercise price of $2.47 per share that are subject to shareholder approval at the Company’s 2015 annual meeting since there were insufficient shares available under the 2013 Plan. These options are excluded from the above table. The grant-date fair value of these options will be determined as of the date of shareholder approval. | |||||||||||||
As of December 31, 2014, there was $2,411,030 of unrecognized compensation expense related to unvested options that are expected to vest and will be expensed over a weighted average period of 3.59 years, which includes $121,260 of unrecognized compensation related to performance-based options. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | -10 | Income Taxes | |||||||
A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate is as follows: | |||||||||
Year ended | |||||||||
December 31, | |||||||||
2013 | 2014 | ||||||||
U.S. federal statutory income tax rate | 34 | % | 34 | % | |||||
State taxes, net of federal benefit | 6.6 | % | 6.6 | % | |||||
Nondeductible expenses | (18.0 | )% | (10.8 | )% | |||||
Research and development credits | 0.7 | % | 2.3 | % | |||||
Change in valuation allowance | (23.3 | )% | (32.1 | )% | |||||
Effective income tax rate | — | % | — | % | |||||
The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows: | |||||||||
December 31, | |||||||||
2013 | 2014 | ||||||||
Net operating loss carryforwards | $ | 3,697,105 | $ | 6,799,653 | |||||
Research and development credits | 359,980 | 729,012 | |||||||
Capitalized start-up costs | 1,130,893 | 2,626,367 | |||||||
Intangibles | 658,422 | 658,422 | |||||||
Stock-based compensation | 49,009 | 264,621 | |||||||
Other temporary differences | 9,446 | 9,135 | |||||||
Gross deferred tax asset | 5,904,855 | 11,087,210 | |||||||
Deferred tax assets valuation allowance | (5,904,855 | ) | (11,087,210 | ) | |||||
$ | — | $ | — | ||||||
In assessing the realizability of the net deferred tax asset, the Company considers all relevant positive and negative evidence in determining whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. The Company believes that it is more likely than not that the Company’s deferred income tax asset will not be realized in the immediate future. As such, there is a full valuation allowance against the net deferred tax assets as of December 31, 2013 and 2014. | |||||||||
The following table summarizes carryforwards of Federal net operating losses and tax credits as of December 31, 2014: | |||||||||
Amount | Expiration | ||||||||
Federal net operating losses | $ | 16,750,636 | 2028 – 2034 | ||||||
Research and development credits | $ | 729,012 | 2028 – 2034 | ||||||
Under the Tax Reform Act of 1986 (the Act), the utilization of a corporation’s net operating loss and research and development tax credit carryforwards is limited following a greater than 50% change in ownership during a three-year period. Any unused annual limitation may be carried forward to future years for the balance of the carryforward period. The Company may have experienced ownership changes, as defined by the Act, as a result of past financings; accordingly, the Company’s ability to utilize the aforementioned carryforwards may be limited. The Company has not yet determined whether or not ownership changes, as defined by the Act, have occurred. In addition, state net operating loss carryforwards may be further limited, including Pennsylvania, which has a limitation equal to the greater of 30.0% of taxable income after modifications and apportionment or $5,000,000 on state net operating losses utilized in any one year. | |||||||||
The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2014, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations. Due to net operating loss and tax credit carry forwards that remain unutilized, income tax returns for tax years from inception through 2013 remain subject to examination by the taxing jurisdictions. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |
Dec. 31, 2014 | ||
Related Party Transactions [Abstract] | ||
Related Party Transactions | -11 | Related Party Transactions |
In July 2008, the Company entered into an agreement with Malvern Consulting Group, Inc., or MCG, a consulting company affiliated with the Company’s President and Chief Executive Officer. A new agreement was signed in October 2013 under which MCG continues to provide consulting services to the Company, principally in the fields of clinical development, regulatory affairs, and quality assurance. MCG consulting fees for services are based on a flat fee and time worked at hourly rates for consultants. The Company recorded MCG consulting fees for research and development and general and administrative expenses of $319,980 and $483,435 for the year ended December 31, 2013 and 2014, respectively. As of December 31, 2014, $37,618 was recorded in accrued expenses as amounts due to MCG. As of December 31, 2013, $18,944 and $130,331 was recorded in accrued expenses and accounts payable, respectively, as an amount due to MCG. In addition to fees for services, employees of MCG, certain of whom are related to the Company’s President and Chief Executive Officer, received options to purchase 246,800 shares of common stock during 2009. The Company also paid $48,000 in rental fees to MCG for a month to month lease for facilities space for the year ended December 31, 2013 and $100,695 for facilities space for the year ended December 31, 2014. The Company’s Chief Executive Officer was affiliated with SCP Vitalife Venture Funds, or SCP. A representative of SCP serves as Chairman of the Company’s board of directors and two other representatives of SCP are members of the board of directors. |
Subsequent_Event
Subsequent Event | 12 Months Ended | |
Dec. 31, 2014 | ||
Subsequent Events [Abstract] | ||
Subsequent Event | -12 | Subsequent Event |
On February 2, 2015, the Company entered into a Purchase Agreement with Aspire Capital in which Aspire Capital is committed to purchase up to an aggregate of $10.0 million of shares of the Company’s common stock over the 24 month term of the Agreement. On the execution of the Purchase Agreement, the Company issued 96,463 shares of its common stock to Aspire Capital. | ||
On March 7, 2015, the Company entered into a definitive agreement under which we will acquire assets from Alkermes plc, or Alkermes, including worldwide rights to IV/IM meloxicam, a proprietary, Phase III-ready, long-acting COX-2 NSAID for moderate to severe acute pain, as well as a contract manufacturing facility, royalty and formulation business in Gainesville, Georgia. | ||
Under the terms of the agreement, the Company will pay Alkermes $50.0 million at closing, and acquire the rights to IV/IM meloxicam and ownership of a cGMP manufacturing facility and related business located in Gainesville, Georgia. Alkermes is entitled to receive up to an additional $120.0 million in milestone payments upon the achievement of certain regulatory and net sales milestones and royalties on future product net sales, in each case, related to IV/IM meloxicam. | ||
At closing, the Company will issue to Alkermes a seven-year warrant to purchase an aggregate of 350,000 shares of the Company’s common stock. The $50.0 million up-front payment will be funded via a five-year senior secured term loan with an affiliate of OrbiMed which carries interest at LIBOR + 14.0% with a 1.0% LIBOR floor. The acquisition is subject to customary closing conditions, including antitrust regulatory approval, and is anticipated to close in the second quarter of 2015. |
Summary_of_Significant_Account1
Summary of Significant Accounting Principles (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Use of Estimates | (a) | Use of Estimates | |||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management 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 and the reported amounts of expenses during the reporting period. Actual results could differ from such estimates. | |||||||||
Fair Value of Financial Instruments | (b) | Fair Value of Financial Instruments | |||||||
Management believes that the carrying amounts of the Company’s financial instruments, including cash equivalents, accounts payable, and accrued expenses, approximate fair value due to the short-term nature of those instruments. | |||||||||
Cash and Cash Equivalents | (c) | Cash and Cash Equivalents | |||||||
The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash equivalents as of December 31, 2013 and 2014 consisted of money market mutual funds and government and agency bonds. | |||||||||
Research and Development | (d) | Research and Development | |||||||
Research and development costs are charged to expense as incurred. Research and development expenses consist primarily of funds paid to third parties for the provision of services for drug development, clinical trials, statistical analysis and report writing, and regulatory compliance costs. At the end of the reporting period, the Company compares payments made to third-party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expense relating to these costs. | |||||||||
Upfront and milestone payments made to third parties who perform research and development services on the Company’s behalf are expensed as services are rendered. Costs incurred in obtaining technology licenses are charged to research and development expense as acquired in-process research and development if the technology licensed has not reached technological feasibility and has no alternative future use. | |||||||||
Income Taxes | (e) | Income Taxes | |||||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is recorded to the extent it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |||||||||
Stock-Based Awards | (f) | Stock-Based Awards | |||||||
The Company measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award. | |||||||||
Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of the Company’s common stock prior to the Company’s initial public offering (IPO) and for stock options, the expected life of the option, and expected stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. | |||||||||
The expected life of stock options was estimated using the “simplified method,” as the Company has no historical information to develop reasonable expectations about future exercise patterns and post vesting employment termination behavior for its stock options grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of options grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option. | |||||||||
Nonemployee stock-based awards are revalued until an award vests and recognizes compensation expense on a straight-line basis over the vesting period of each separated vesting tranche of the award, or the accelerated attribution method. The estimation of the number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised. | |||||||||
Net Loss Per Common Share | (g) | Net Loss Per Common Share | |||||||
Basic and diluted net loss per common share is determined by dividing net loss applicable to common shareholders by the weighted average common shares during the period. For all periods presented, the outstanding shares of common stock options and warrants have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted average shares used to calculate both basic and diluted loss per share are the same. | |||||||||
The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of December 31, 2013 and 2014, as they would be anti-dilutive: | |||||||||
December 31, | |||||||||
2013 | 2014 | ||||||||
Shares issuable upon conversion of redeemable convertible preferred stock | 800,000 | — | |||||||
Shares issuable pursuant to redeemable convertible preferred stock accretion | 376,008 | — | |||||||
Options outstanding | 334,800 | 1,033,300 | |||||||
Convertible notes payable | 1,984,533 | — | |||||||
Warrants | — | 150,000 | |||||||
Amounts in the table above reflect the common stock equivalents of the noted instruments. | |||||||||
The unaudited pro forma net loss per common share is computed using the weighted average number of common shares outstanding and reflects the conversion of all outstanding shares of the Company’s Series A Redeemable Convertible Preferred Stock, or Series A Stock, including accrued dividends, into 230,484 weighted average shares of common stock and the conversion of the 8% Convertible Promissory Notes, or Bridge Notes, including accrued interest, into 392,505 weighted average shares of common stock as if they had occurred at the later of the beginning of the period or date of issuance. Accordingly, net loss applicable to common stockholders is adjusted to remove all preferred stock accretion and interest expense on the Bridge Notes. The Company believes the unaudited pro forma net loss per common share provides material information to investors, as the conversion of the Company’s Series A Stock to common stock, including accrued dividends, and the conversion of the Bridge Notes, including accrued interest, occurred upon the closing of the Company’s IPO in March 2014, and the disclosure of pro forma net loss per common share provides an indication of net loss per common share that is comparable to what will be reported by the Company as a public company following the closing of the IPO. | |||||||||
The following table summarizes the calculation of unaudited pro forma basic and diluted net loss per common share: | |||||||||
Year ended | |||||||||
December 31, | |||||||||
2014 | |||||||||
Numerator: | |||||||||
Net loss applicable to common shareholders | $ | (17,404,215 | ) | ||||||
Effect of pro forma adjustments: | |||||||||
Accretion of redeemable convertible preferred stock | 1,270,057 | ||||||||
Interest expense on convertible notes | 4,272,919 | ||||||||
Pro forma net loss applicable to common shareholders | $ | (11,861,239 | ) | ||||||
Denominator: | |||||||||
Weighted average common shares outstanding | 6,238,581 | ||||||||
Effect of pro forma adjustments: | |||||||||
Conversion of redeemable convertible preferred stock | 230,484 | ||||||||
Conversion of convertible notes | 392,505 | ||||||||
Shares used in computing unaudited pro forma weighted average basic and diluted common shares outstanding | 6,861,570 | ||||||||
Unaudited pro forma basic and diluted net loss per common share | $ | (1.73 | ) | ||||||
Recent Accounting Pronouncements | (h) | Recent Accounting Pronouncements | |||||||
In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-10 Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates all incremental financial reporting requirements for development stage entities by removing Accounting Standards Codification (ASC) Topic 915, Development Stage Entities, from the FASB Accounting Standards Codification. ASC Topic 915 is removed effective for annual periods beginning after December 15, 2014 and early adoption is permitted. The Company adopted the ASU effective with the issuance of the June 30, 2014 financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Principles (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Schedule of Anti-Dilutive Securities | The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of December 31, 2013 and 2014, as they would be anti-dilutive: | ||||||||
December 31, | |||||||||
2013 | 2014 | ||||||||
Shares issuable upon conversion of redeemable convertible preferred stock | 800,000 | — | |||||||
Shares issuable pursuant to redeemable convertible preferred stock accretion | 376,008 | — | |||||||
Options outstanding | 334,800 | 1,033,300 | |||||||
Convertible notes payable | 1,984,533 | — | |||||||
Warrants | — | 150,000 | |||||||
Schedule of Summary of Calculation of Unaudited Pro Forma Basic and Diluted Net Loss Per Common Share | The following table summarizes the calculation of unaudited pro forma basic and diluted net loss per common share: | ||||||||
Year ended | |||||||||
December 31, | |||||||||
2014 | |||||||||
Numerator: | |||||||||
Net loss applicable to common shareholders | $ | (17,404,215 | ) | ||||||
Effect of pro forma adjustments: | |||||||||
Accretion of redeemable convertible preferred stock | 1,270,057 | ||||||||
Interest expense on convertible notes | 4,272,919 | ||||||||
Pro forma net loss applicable to common shareholders | $ | (11,861,239 | ) | ||||||
Denominator: | |||||||||
Weighted average common shares outstanding | 6,238,581 | ||||||||
Effect of pro forma adjustments: | |||||||||
Conversion of redeemable convertible preferred stock | 230,484 | ||||||||
Conversion of convertible notes | 392,505 | ||||||||
Shares used in computing unaudited pro forma weighted average basic and diluted common shares outstanding | 6,861,570 | ||||||||
Unaudited pro forma basic and diluted net loss per common share | $ | (1.73 | ) | ||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
Classification of Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company has classified assets and liabilities measured at fair value on a recurring basis as follows: | ||||||||||||
Fair value measurements at reporting | |||||||||||||
date using | |||||||||||||
Quoted prices | Significant | Significant | |||||||||||
in active | other | unobservable | |||||||||||
markets for | observable | inputs | |||||||||||
identical | inputs | (Level 3) | |||||||||||
assets | (Level 2) | ||||||||||||
(Level 1) | |||||||||||||
At December 31, 2013: | |||||||||||||
Assets: | |||||||||||||
Money market mutual funds (included in cash and cash equivalents) | $ | 12,828 | — | — | |||||||||
At December 31, 2014: | |||||||||||||
Assets: | |||||||||||||
Money market mutual funds | $ | 10,921,896 | — | — | |||||||||
Government and agency bonds | 8,663,044 | — | — | ||||||||||
Cash equivalents | $ | 19,584,940 | $ | — | $ | — | |||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Summary of Accrued Expenses | Accrued expenses consist of the following: | ||||||||
December 31, | |||||||||
2013 | 2014 | ||||||||
Clinical trial and related costs | $ | 18,944 | $ | 112,438 | |||||
Professional and consulting fees | 567,500 | 394,021 | |||||||
Payroll and related costs | 3,088 | 24,677 | |||||||
Other | — | 43,976 | |||||||
$ | 589,532 | $ | 575,112 | ||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Fair Value of Options Estimated on Date of Grant Using Black-Scholes Option Pricing Model | The fair value of the options was estimated on the date of grant using a Black-Scholes option pricing model with the following assumptions: | ||||||||||||
2014 | |||||||||||||
Expected life | 6.0 years | ||||||||||||
Expected volatility | 80.30% | ||||||||||||
Risk-free interest rate | 2.14-2.73% | ||||||||||||
Expected dividend yield | — | ||||||||||||
Summary of Stock Option Activity | The following table summarizes stock option activity during year ended December 31, 2014: | ||||||||||||
Number of | Weighted | Weighted | |||||||||||
shares | average | average | |||||||||||
exercise | remaining | ||||||||||||
price | contractual life | ||||||||||||
Balance, December 31, 2013 | 334,800 | $ | 6 | ||||||||||
Granted | 698,500 | $ | 5.66 | ||||||||||
Exercised | — | — | |||||||||||
Canceled | — | — | |||||||||||
Balance, December 31, 2014 | 1,033,300 | $ | 5.77 | 7.83 years | |||||||||
Options exercisable, December 31, 2014 | 426,520 | $ | 6.38 | 5.33 years | |||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Reconciliation of Statutory U.S. Federal Income Tax Rate to Effective Tax Rate | A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate is as follows: | ||||||||
Year ended | |||||||||
December 31, | |||||||||
2013 | 2014 | ||||||||
U.S. federal statutory income tax rate | 34 | % | 34 | % | |||||
State taxes, net of federal benefit | 6.6 | % | 6.6 | % | |||||
Nondeductible expenses | (18.0 | )% | (10.8 | )% | |||||
Research and development credits | 0.7 | % | 2.3 | % | |||||
Change in valuation allowance | (23.3 | )% | (32.1 | )% | |||||
Effective income tax rate | — | % | — | % | |||||
Schedule of Tax Effects of Temporary Differences to Significant Portions of Deferred Tax Assets | The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows: | ||||||||
December 31, | |||||||||
2013 | 2014 | ||||||||
Net operating loss carryforwards | $ | 3,697,105 | $ | 6,799,653 | |||||
Research and development credits | 359,980 | 729,012 | |||||||
Capitalized start-up costs | 1,130,893 | 2,626,367 | |||||||
Intangibles | 658,422 | 658,422 | |||||||
Stock-based compensation | 49,009 | 264,621 | |||||||
Other temporary differences | 9,446 | 9,135 | |||||||
Gross deferred tax asset | 5,904,855 | 11,087,210 | |||||||
Deferred tax assets valuation allowance | (5,904,855 | ) | (11,087,210 | ) | |||||
$ | — | $ | — | ||||||
Summary of Federal Net Operating Losses and Tax Credits Carryforwards | The following table summarizes carryforwards of Federal net operating losses and tax credits as of December 31, 2014: | ||||||||
Amount | Expiration | ||||||||
Federal net operating losses | $ | 16,750,636 | 2028 – 2034 | ||||||
Research and development credits | $ | 729,012 | 2028 – 2034 |
Background_Additional_Informat
Background - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Entity incorporation date | 15-Nov-07 |
Number of operating segment | 1 |
DevelopmentStage_Risks_and_Liq1
Development-Stage Risks and Liquidity - Additional Information (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Development Stage Enterprises [Abstract] | ||
Accumulated deficit | $34,095,613 | $17,961,455 |
Summary_of_Significant_Account3
Summary of Significant Accounting Principles - Schedule of Anti-Dilutive Securities (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding | 800,000 | |
Options Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding | 1,033,300 | 334,800 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding | 1,984,533 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding | 150,000 | |
Accretion [Member] | Series A Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding | 376,008 |
Summary_of_Significant_Account4
Summary of Significant Accounting Principles - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Series A Redeemable Convertible Preferred Stock [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Weighted average number basic shares outstanding adjustment, pro forma | 230,484 |
Convertible Notes Payable [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Weighted average number basic shares outstanding adjustment, pro forma | 392,505 |
Weighted average shares of common stock conversion percentage | 8.00% |
Summary_of_Significant_Account5
Summary of Significant Accounting Principles - Schedule of Summary of Calculation of Unaudited Pro Forma Basic and Diluted Net Loss Per Common Share (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Net loss applicable to common shareholders | ($17,404,215) | ($2,398,022) |
Effect of pro forma adjustments: | ||
Accretion of redeemable convertible preferred stock | 1,270,057 | 440,204 |
Interest expense on convertible notes | 4,272,919 | 868,109 |
Net loss | -16,134,158 | -1,957,818 |
Weighted average basic and diluted common shares outstanding | 6,238,581 | 155,600 |
Basic and diluted net loss per common share | ($2.79) | ($15.41) |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Effect of pro forma adjustments: | ||
Conversion of securities | 230,484 | |
Convertible Notes Payable [Member] | ||
Effect of pro forma adjustments: | ||
Conversion of securities | 392,505 | |
Pro Forma [Member] | ||
Effect of pro forma adjustments: | ||
Net loss | ($11,861,239) | |
Weighted average basic and diluted common shares outstanding | 6,861,570 | |
Basic and diluted net loss per common share | ($1.73) |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Classification of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (Quoted Prices in Active Markets for Identical Assets (Level 1) [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Money Market Mutual Funds [Member] | ||
Assets: | ||
Fair value of assets, recurring basis | $10,921,896 | $12,828 |
Government and Agency Bonds [Member] | ||
Assets: | ||
Fair value of assets, recurring basis | 8,663,044 | |
Cash Equivalents [Member] | ||
Assets: | ||
Fair value of assets, recurring basis | $19,584,940 |
Accrued_Expenses_Summary_of_Ac
Accrued Expenses - Summary of Accrued Expenses (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ||
Clinical trial and related costs | $112,438 | $18,944 |
Professional and consulting fees | 394,021 | 567,500 |
Payroll and related costs | 24,677 | 3,088 |
Other | 43,976 | |
Total accrued expenses | $575,112 | $589,532 |
Convertible_Notes_Payable_Addi
Convertible Notes Payable - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |||
Mar. 12, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 12, 2014 | Jan. 31, 2014 | |
Short-term Debt [Line Items] | |||||
Notes outstanding | $11,907,198 | ||||
Interest expense recorded | 4,272,919 | 868,109 | |||
Convertible Notes Payable [Member] | |||||
Short-term Debt [Line Items] | |||||
Notes outstanding | 9,575,585 | 9,400,584 | 9,575,585 | ||
Accrued interest | 2,698,842 | 2,506,614 | 2,698,842 | ||
Issuance of notes | 175,000 | ||||
Interest expense recorded | 192,229 | 868,109 | |||
Interest rate of notes | 8.00% | ||||
Common stock shares converted from Bridge Notes outstanding and accrued interest | 2,045,738 | ||||
Amount of Bridge Notes outstanding after IPO | 0 | ||||
Discount rate of notes | 25.00% | ||||
Contingent beneficial conversion feature of notes | $4,080,690 | ||||
Option to convert notes into preferred stock, per share percentage of initial price | 75.00% |
License_and_Supply_Agreements_
License and Supply Agreements - Additional Information (Detail) | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | |
Dexmedetomidine License Agreement [Member] | Dexmedetomidine License Agreement [Member] | Dexmedetomidine License Agreement [Member] | Dexmedetomidine License Agreement [Member] | Dexmedetomidine License Agreement [Member] | Fadolmidine License Agreement [Member] | Fadolmidine License Agreement [Member] | Fadolmidine License Agreement [Member] | Fadolmidine License Agreement [Member] | Fadolmidine License Agreement [Member] | |
USD ($) | EUR (€) | USD ($) | Minimum [Member] | Maximum [Member] | USD ($) | EUR (€) | USD ($) | Minimum [Member] | Maximum [Member] | |
Supply Commitment [Line Items] | ||||||||||
Contingent milestone payments, maximum | $24,900,000 | € 20,500,000 | ||||||||
Percentage of royalty payments | 10.00% | 20.00% | 10.00% | 15.00% | ||||||
Amount of royalty payments due or payable | 0 | 0 | 0 | 0 | ||||||
Additional contingent milestones payment | $14,800,000 | € 12,200,000 |
Capital_Structure_Additional_I
Capital Structure - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
Mar. 12, 2014 | Jan. 27, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Capitalization, Equity [Line Items] | ||||
Common stock, shares authorized to issue | 50,000,000 | |||
Common stock, par value | $0.01 | $0.01 | ||
Reverse stock split, description | 1-for-2.5 | |||
Reverse stock split of common stock | 2.5 | |||
Sale of common stock in initial public offering | 4,312,500 | |||
Sale of stock, price per share | $8 | |||
Gross proceeds on sale of common stock in initial public offering | $34,500,000 | |||
Payments on underwriting discounts, commissions and offering costs | 4,243,658 | 4,243,658 | ||
Net proceeds on sale of common stock in initial public offering | 30,256,342 | 30,256,342 | ||
Preferred stock, shares authorized | 10,000,000 | |||
Preferred stock, par value | $0.01 | $0.01 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Redeemable convertible preferred stock outstanding | 2,000,000 | 2,000,000 | ||
Fair value of common stock issued | -1,181,286 | |||
Redeemable convertible preferred stock authorized | 2,000,000 | 2,000,000 | ||
Warrants to purchase of common stock | 150,000 | |||
Warrant exercise price per share | $12 | |||
Warrants expiration description | During the four-year period ending March 12, 2018. | |||
Warrants exercisable date | 12-Mar-18 | |||
Series A Redeemable Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||||
Schedule of Capitalization, Equity [Line Items] | ||||
Sale of stock, price per share | $2 | |||
Redeemable convertible preferred stock outstanding | 0 | 2,000,000 | ||
Convertible ratio | 0.4 | |||
Percentage of cumulative dividends | 8.00% | |||
Cumulative undeclared dividends | 1,880,037 | |||
Fair value of common stock issued | 1,181,286 | |||
Cumulative dividends | $1,968,808 | |||
Converted shares into common stock | 1,193,762 | |||
Redeemable convertible preferred stock authorized | 0 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Oct. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options exercisable period | 10 years | |||
Stock options vesting period | 4 years | |||
Weighted average grant-date fair value of the options awarded to employees | $3.55 | |||
Stock-based compensation | $531,150 | $0 | ||
Number of options, Granted | 698,500 | |||
Exercise price per share | $5.66 | |||
Unrecognized compensation expense related to unvested options, expected to vest | 2,411,030 | 2,411,030 | ||
Unrecognized compensation expense related to unvested options, weighted average period | 3 years 7 months 2 days | |||
2008 Stock Option Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of stock appreciation rights issued in period | 0 | |||
Additional number of shares authorized and granted | 444,000 | 444,000 | ||
Shares available for future grants | 174 | 174 | ||
2013 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future grants | 10,526 | 10,526 | ||
Shares available for grant | 600,000 | |||
Performance Based Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options vesting period | 3 years | |||
Number of options, Granted | 70,500 | |||
Vesting percentage | 30.00% | |||
Exercise price per share | $2.47 | |||
Unrecognized compensation expense related to unvested options, expected to vest | $121,260 | $121,260 | ||
Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price per share | $2.47 | |||
Chief Executive Officer [Member] | Performance Based Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options, Granted | 123,500 | |||
Chief Executive Officer [Member] | Time Based Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options, Granted | 123,500 |
StockBased_Compensation_Fair_V
Stock-Based Compensation - Fair Value of Options Estimated on Date of Grant Using Black-Scholes Option Pricing Model (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life | 6 years |
Expected volatility | 80.30% |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 2.14% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 2.73% |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Stock Option Activity (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of shares, beginning balance | 334,800 |
Number of shares, Granted | 698,500 |
Number of shares, Exercised | 0 |
Number of shares, Canceled | 0 |
Number of shares, ending balance | 1,033,300 |
Number of shares, Options exercisable | 426,520 |
Weighted average exercise price, beginning balance | $6 |
Weighted average exercise price, Granted | $5.66 |
Weighted average exercise price, Exercised | $0 |
Weighted average exercise price, Canceled | $0 |
Weighted average exercise price, ending balance | $5.77 |
Weighted average exercise price, Options exercisable | $6.38 |
Weighted average remaining contractual life | 7 years 9 months 29 days |
Weighted average remaining contractual life, Options exercisable | 5 years 3 months 29 days |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Statutory U.S. Federal Income Tax Rate to Effective Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory income tax rate | 34.00% | 34.00% |
State taxes, net of federal benefit | 6.60% | 6.60% |
Nondeductible expenses | -10.80% | -18.00% |
Research and development credits | 2.30% | 0.70% |
Change in valuation allowance | -32.10% | -23.30% |
Effective income tax rate | 0.00% | 0.00% |
Income_Taxes_Schedule_of_Tax_E
Income Taxes - Schedule of Tax Effects of Temporary Differences to Significant Portions of Deferred Tax Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $6,799,653 | $3,697,105 |
Research and development credits | 729,012 | 359,980 |
Capitalized start-up costs | 2,626,367 | 1,130,893 |
Intangibles | 658,422 | 658,422 |
Stock-based compensation | 264,621 | 49,009 |
Other temporary differences | 9,135 | 9,446 |
Gross deferred tax asset | 11,087,210 | 5,904,855 |
Deferred tax assets valuation allowance | -11,087,210 | -5,904,855 |
Deferred tax assets | $0 | $0 |
Income_Taxes_Summary_of_Federa
Income Taxes - Summary of Federal Net Operating Losses and Tax Credits Carryforwards (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Federal net operating losses, Amount | $16,750,636 | |
Research and development credits, Amount | $729,012 | $359,980 |
Federal net operating losses, Expiration period start | 2028 | |
Federal net operating losses, Expiration period end | 2034 | |
Research and development credits, Expiration period start | 2028 | |
Research and development credits, Expiration period end | 2034 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Operating loss and research and development tax credit carryforwards percentage of change in ownership | 50.00% |
Percentage of limitation on taxable income after modification and apportionment | 30.00% |
Net operating losses subject to limitation | $5,000,000 |
Operating loss and research and development tax credit carryforwards percentage of change in ownership period | 3 years |
Net operating loss carryforwards, limitation | State net operating loss carryforwards may be further limited, including Pennsylvania, which has a limitation equal to the greater of 30.0% of taxable income after modifications and apportionment or $5,000,000 on state net operating losses utilized in any one year. |
Accrued interest or penalties related to uncertain tax positions | 0 |
Recognized amounts of interest or penalties related to uncertain tax positions | $0 |
Income tax examination | Due to net operating loss and tax credit carry forwards that remain unutilized, income tax returns for tax years from inception through 2013 remain subject to examination by the taxing jurisdictions. |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2009 | |
Related Party Transaction [Line Items] | |||
Accrued expenses due to related party | $112,438 | $18,944 | |
Malvern Consulting Group, Inc. (MCG) [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued expenses due to related party | 37,618 | 18,944 | |
Accounts payable due to related party | 130,331 | ||
Payment of rental fees for month to month lease for facilities space | 100,695 | 48,000 | |
MCG consultants service fee description | MCG consulting fees for services are based on a flat fee and time worked at hourly rates for consultants. | ||
Malvern Consulting Group, Inc. (MCG) [Member] | Research and Development and General and Administrative Expenses [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction expenses | $483,435 | $319,980 | |
President and Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Common stock options granted | 246,800 |
Subsequent_Event_Additional_In
Subsequent Event - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 3 Months Ended | 24 Months Ended | 0 Months Ended | |
Mar. 12, 2014 | Dec. 31, 2014 | Jun. 30, 2015 | Feb. 01, 2017 | Mar. 07, 2015 | Feb. 02, 2015 | |
Subsequent Event [Line Items] | ||||||
Common stock issuance | $30,256,342 | $30,256,342 | ||||
Common stock issuance, shares | 4,312,500 | |||||
Scenario, Forecast [Member] | Alkermes Plc [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business acquisition upfront payment | 50,000,000 | |||||
Term loan interest rate, Description | Interest at LIBOR + 14.0% with a 1.0% LIBOR floor | |||||
Scenario, Forecast [Member] | Alkermes Plc [Member] | LIBOR [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Term loan variable interest rate | 14.00% | |||||
Term loan floor rate | 1.00% | |||||
Scenario, Forecast [Member] | Seven Year Warrant [Member] | Alkermes Plc [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Purchase common stock with warrant issue | 350,000 | |||||
Scenario, Forecast [Member] | Aspire Capital [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock issuance | 10,000,000 | |||||
Subsequent Event [Member] | Alkermes Plc [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business acquisition contingent consideration possible milestone payments | $120,000,000 | |||||
Subsequent Event [Member] | Aspire Capital [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock issuance, shares | 96,463 |