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: |
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| | 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. |
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The following table summarizes the calculation of unaudited pro forma basic and diluted net loss per common share: |
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| | 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 | | | | | |
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Pro forma net loss applicable to common shareholders | | $ | (11,861,239 | ) | | | | |
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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 | | | | | |
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Shares used in computing unaudited pro forma weighted average basic and diluted common shares outstanding | | | 6,861,570 | | | | | |
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Unaudited pro forma basic and diluted net loss per common share | | $ | (1.73 | ) | | | | |
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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. |