Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Feb. 02, 2015 | |
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 | CRBP | |
Entity Registrant Name | CORBUS PHARMACEUTICALS HOLDINGS, INC. | |
Entity Central Index Key | 1595097 | |
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 | 25,941,175 | |
Entity Public Float | $39,376,913 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $6,262,445 | $303,020 |
Prepaid expenses | 270,556 | 2,500 |
Total current assets | 6,533,001 | 305,520 |
Restricted cash | 13,728 | |
Property and equipment, net | 54,044 | |
Total assets | 6,600,773 | 305,520 |
Current liabilities: | ||
Accounts payable | 344,160 | 181,471 |
Accrued interest payable | 77,140 | |
Accrued expenses | 249,491 | 63,488 |
Derivative warrant liability | 19,932 | |
Notes payable-current | 144,389 | 306,835 |
Total current liabilities | 738,040 | 648,866 |
Notes payable | 331,243 | |
Total liabilities | 738,040 | 980,109 |
Commitments and Contingencies | ||
Stockholders' equity (deficit) | ||
Preferred Stock $0.0001 par value:10,000,000 share authorized, no shares issued and outstanding at December 31, 2014 | ||
Common stock, $0.0001 par value; 150,000,000 shares authorized, 25,938,332 and 6,964,788 shares issued and outstanding at December 31, 2014 and December 31, 2013 | 2,594 | 696 |
Additional paid-in capital | 10,287,214 | 102,696 |
Accumulated deficit | -4,427,075 | -1,886,590 |
Total stockholders' equity (deficit) | 5,862,733 | -1,783,198 |
Total liabilities, preferred stock and stockholders equity (deficit) | 6,600,773 | 305,520 |
Series A Convertible Preferred Stock [Member] | ||
JB Therapeutics' Series A Preferred Stock, $0.0001 Par Value: | ||
Preferred stock, value | 1,106,609 | |
Series A Non-Convertible Preferred Stock [Member] | ||
JB Therapeutics' Series A Preferred Stock, $0.0001 Par Value: | ||
Preferred stock, value | $2,000 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value | $0.00 | |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 25,938,332 | 6,964,788 |
Common stock, shares outstanding | 25,938,332 | 6,964,788 |
Common stock, par value | $0.00 | $0.00 |
Series A Convertible Preferred Stock [Member] | ||
Preferred Stock, shares designated | 2,483,690 | |
Preferred Stock, shares issued | 1,835,212 | |
Preferred Stock, shares outstanding | 1,835,212 | |
Preferred Stock, liquidation preference | $1,106,609 | |
Preferred Stock, par value | $0.00 | |
Preferred stock, shares issued | 198,808 | |
Series A Non-Convertible Preferred Stock [Member] | ||
Preferred Stock, shares designated | 200,000 | |
Preferred Stock, shares issued | 200,000 | |
Preferred Stock, shares outstanding | 200,000 | |
Preferred Stock, liquidation preference | $200,000 | |
Preferred Stock, par value | $0.00 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating expenses: | ||
Research and development | $1,255,535 | $210,670 |
General and administrative | 1,391,638 | 346,606 |
Total operating expenses | 2,647,173 | 557,276 |
Operating loss | -2,647,173 | -557,276 |
Other income (expense): | ||
Interest expense | -24,021 | -45,114 |
Forgiveness of interest on note payable | 7,466 | |
Interest income | 2,115 | 754 |
Gain on the settlement of debt | 145,006 | |
Change in fair value of warrant liability | -28,448 | 1,978 |
Foreign currency exchange (loss) gain | 4,570 | -2,692 |
Other expense, net | 106,688 | -45,074 |
Net loss | ($2,540,485) | ($602,350) |
Net loss per share, basic and diluted | ($0.13) | ($0.09) |
Weighted average number of common shares outstanding, basic and diluted | 20,159,861 | 6,964,788 |
Statements_of_Preferred_Stock_
Statements of Preferred Stock and Stockholders' Equity (Deficit) (USD $) | Total | Series A Convertible Preferred Stock [Member] | Series A Non-Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Deficit Accumulated During the Development Stage [Member] |
Beginning balance at Dec. 31, 2012 | ($1,186,989) | $986,609 | $2,000 | $696 | $96,555 | ($1,284,240) |
Beginning balance, shares at Dec. 31, 2012 | 1,636,404 | 200,000 | 6,964,788 | |||
Issuance of Series A preferred stock/ common stock at inception of Corbus | 120,000 | |||||
Issuance of Series A preferred stock/ common stock at inception of Corbus, shares | 198,808 | |||||
Stock compensation expense | 6,141 | 6,141 | ||||
Net loss | -602,350 | -602,350 | ||||
Ending balance at Dec. 31, 2013 | -1,783,198 | 1,106,609 | 2,000 | 696 | 102,696 | -1,886,590 |
Ending balance, shares at Dec. 31, 2013 | 1,835,212 | 200,000 | 6,964,788 | |||
Issuance of Series A preferred stock/ common stock at inception of Corbus | 600 | -600 | ||||
Issuance of Series A preferred stock/ common stock at inception of Corbus, shares | 6,000,000 | |||||
Conversion of Series A convertible preferred stock into common stock upon reverse acquisition | 1,108,609 | -1,106,609 | -2,000 | 204 | 1,108,405 | |
Conversion of Series A convertible preferred stock into common stock upon reverse acquisition, Shares | -1,835,212 | -200,000 | 2,035,212 | |||
Issuance of common stock in private placement, net of issuance costs of $1,857,668 | 8,402,332 | 1,026 | 8,401,306 | |||
Issuance of common stock in private placement, shares | 10,260,000 | |||||
Issuance of common stock in exchange for settlement of debt | 396,192 | 54 | 396,138 | |||
Issuance of common stock in exchange for settlement of debt, shares | 541,948 | |||||
Stock compensation expense | 193,120 | 193,120 | ||||
Issuance of common stock upon exercise of warrants | 33,333 | 5 | 33,328 | |||
Issuance of common stock upon exercise of warrants, shares | 48,693 | |||||
Issuance of common stock upon exercise of stock options | 4,450 | 9 | 4,441 | |||
Issuance of common stock upon exercise of stock options, shares | 87,691 | 87,691 | ||||
Reclasssification of derivative warrant liability | 48,380 | 48,380 | ||||
Net loss | -2,540,485 | -2,540,485 | ||||
Ending balance at Dec. 31, 2014 | $5,862,733 | $2,594 | $10,287,214 | ($4,427,075) | ||
Ending balance, shares at Dec. 31, 2014 | 25,938,332 |
Statements_of_Preferred_Stock_1
Statements of Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) (USD $) | Dec. 31, 2014 |
Statement of Stockholders' Equity [Abstract] | |
Stock issuance costs | $1,857,668 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss | ($2,540,485) | ($602,350) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation expense | 193,120 | 6,141 |
Depreciation | 10,405 | |
(Gain) loss on foreign exchange | -4,570 | 2,692 |
Gain on settlement of notes payable, accrued interest and accounts payable | -145,006 | |
Forgiveness of interest on notes payable | -7,466 | |
Changes in fair value of derivative warrant liability | 28,448 | -1,978 |
Non-cash interest expense | 29,861 | 41,543 |
Changes in operating assets and liabilities: | ||
Increase in restricted cash | -13,728 | |
Decrease in prepaid expenses | -268,056 | |
Increase in accounts payable | 170,239 | 131,849 |
Increase (decrease) in accrued expenses | 186,002 | 33,478 |
Net cash used in operating activities | -2,361,236 | -366,715 |
Cash flows from investing activities: | ||
Purchases of property and equipment | -64,448 | |
Net cash (used in) provided by investing activities | -64,448 | |
Cash flows from financing activities: | ||
Proceeds from convertible bridge notes | 0 | 0 |
Proceeds from issuance of notes payable | 192,000 | 7,252 |
Principal payments on notes payable | -247,006 | |
Proceeds from issuance on common stock | 10,305,161 | |
Issuance costs incurred common stock financings | -1,865,046 | |
Net cash provided by financing activities | 8,385,109 | 127,252 |
Net increase (decrease) in cash and cash equivalents | 5,959,425 | -239,463 |
Cash and cash equivalent at beginning of the period | 303,020 | 542,483 |
Cash and cash equivalent at end of the period | 6,262,445 | 303,020 |
Supplemental disclosure of cash flow information and non cash transactions: | ||
Conversion of notes payable, accrued interest and accounts payable into common stock and a warrant | 396,000 | |
Reclassification of derivative warrant liability to equity | 48,380 | |
Series A Convertible Preferred Stock [Member] | ||
Cash flows from financing activities: | ||
Proceeds from issuance of Series A convertible preferred stock | 120,000 | |
Supplemental disclosure of cash flow information and non cash transactions: | ||
Conversion of Series A preferred stock into common stock | $1,108,609 |
Nature_of_Operations
Nature of Operations | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Nature of Operations | ||
1 | NATURE OF OPERATIONS | |
Business | ||
Corbus Pharmaceuticals Holdings, Inc. (“CPHI” or “the Company”) is a clinical stage biopharmaceutical company, focused on the development and commercialization of therapeutics to treat rare life-threating, rare inflammatory fibrotic diseases. Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets and raising capital. The Company’s business is subject to significant risks and uncertainties and the Company will be dependent on raising substantial additional capital before it becomes profitable and it may never achieve profitability. | ||
Reverse Acquisition | ||
JB Therapeutics Inc. (“JB Therapeutics”), was incorporated on April 24, 2009 under the laws of the State of Delaware. CPHI was incorporated on December 18, 2013 under the laws of the State of Delaware. On April 11, 2014, JB Therapeutics Inc. completed a reverse acquisition with CPHI. Upon the consummation of the reverse acquisition, JB Therapeutics became a wholly owned subsidiary of CPHI and changed its name to Corbus Pharmaceuticals, Inc. CPHI continues to operate the business of JB Therapeutics. All the references to the “Company” for activities prior to the reverse merger are to JB Therapeutics activities. | ||
As part of the reverse acquisition, CPHI issued 9,000,000 shares of common stock to holders of JB Therapeutics common and preferred stock in exchange for a total of 5,964,649 common shares outstanding on an as converted basis. In addition, the holders of warrants to purchase common stock of JB Therapeutics received warrants, or the Replacement Warrants, to purchase 377,839 shares of CPHI common stock with an exercise price of ranging from $0.60 to $0.66. In addition, holders of JB Therapeutics Series A preferred stock received warrants to purchase 917,612 shares of common stock of CPHI. Finally, holders of outstanding options of JB Therapeutics received, in substitution for such options, options made pursuant to the Corbus 2014 Equity Incentive Plan to purchase an aggregate of 905,334 shares of CPHI common stock with exercise prices ranging from $0.11 to $0.17 per share. All share and per share amounts presented in these consolidated financial statements for the years ended December 31, 2014 and 2013 have been retroactively restated to reflect the 1.5089 exchange ratio of JB Therapeutics shares for CPHI shares in the reverse acquisition. Immediately prior to the reverse acquisition, CPHI had 6,000,000 shares outstanding. | ||
The reverse acquisition was accounted for as a recapitalization since the formation of CPHI was formed solely to effect the reverse acquisition and a private placement of equity and CPHI had no prior operations or net monetary assets. Thus, JB Therapeutics is deemed to be the accounting acquirer and successor entity and the historical financial statements are those of JB Therapeutics as the accounting acquirer. Following the reverse acquisition, the management of JB Therapeutics became the management of CPHI. At the date of the reverse acquisition, the 6,000,000 outstanding shares of CPHI are reflected as an issuance of common stock to the prior holders of CPHI. CPHI had no net monetary assets as of the reverse acquisition so the issuance was recorded as a reclassification between additional paid-in-capital and par value of common stock. On April 11, 2014 and in three subsequent closings, CPHI completed a private placement of equity, raising net proceeds of approximately $8,402,000 (the “2014 Private Placement”) (See Note 9). | ||
Liquidity
Liquidity | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Liquidity | 2 | LIQUIDITY |
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred recurring losses since inception and as of December 31, 2014, had an accumulated deficit of $4,427,000. The Company anticipates operating losses to continue for the foreseeable future due to, among other things, costs related to research funding, development of its product candidates and its preclinical programs, strategic alliances and the development of its administrative organization. The Company expects the current cash on hand to be sufficient to meet its operating and capital requirements through at least December 2015. In addition, the Company will need to raise significant additional capital to fund the clinical trials for Resunab, its continued research and development efforts, to expand its business, to pursue strategic investments, to take advantage of financing opportunities, and other operating needs. The sale of equity and convertible debt securities may result in dilution to the Company’s stockholders and those securities may have rights senior to those of the Company’s common shares. If the Company raises additional funds through the issuance of preferred stock, convertible debt securities or other debt financing, these securities or other debt could contain covenants that would restrict the Company’s operations. Any other third-party funding arrangement could require the Company to relinquish valuable rights. The source, timing and availability of any future financing will depend principally upon market conditions, and, more specifically, on the progress of the Company’s clinical development programs. Funding may not be available when needed, at all, or on terms acceptable to the Company. Lack of necessary funds may require the Company, among other things, to delay, scale back or eliminate some or all of the Company’s planned clinical trials. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Significant Accounting Policies | 3 | SIGNIFICANT ACCOUNTING POLICIES | |||||||
A summary of the significant accounting policies followed by the Company in the preparation of the financial statements is as follows: | |||||||||
Use of Estimates | |||||||||
The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and changes in estimates may occur. The most significant estimates are related to stock based compensation, the value of derivative instruments and the accrual of research and clinical obligations. | |||||||||
The Company has granted stock options at exercise prices not less than the fair value of its common stock as determined by the board of directors, with input from management. The Company’s board of directors determined the estimated fair value of the common stock based on a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector and the historic prices at which the Company sold shares of preferred stock. | |||||||||
Cash and Cash Equivalents | |||||||||
The Company considers only those investments which are highly liquid, readily convertible to cash, and that mature within three months from date of purchase to be cash equivalents. Marketable investments are those with original maturities in excess of three months. At December 31, 2014 and 2013, cash equivalents were comprised of money market funds. The Company had no marketable investments at December 31, 2014 and 2013. Cash and cash equivalents consist of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Cash | $ | 10,974 | $ | 100,761 | |||||
Money market fund | 6,251,471 | 202,259 | |||||||
$ | 6,262,445 | $ | 303,020 | ||||||
Restricted Cash | |||||||||
Restricted cash as of December 31, 2014 was $13,728 and represented a stand-by letter of credit in favor of a landlord (See Note 5). | |||||||||
Financial Instruments | |||||||||
The carrying amounts reported in the consolidated balance sheet for cash and cash equivalents and accounts payable approximate fair value based on the short-term nature of these instruments. The carrying value of loans payable approximate their fair value due to the market terms. | |||||||||
Property and Equipment | |||||||||
Property and Equipment consists of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Computer hardware and software | $ | 17,179 | $ | — | |||||
Office furniture and equipment | 27,960 | — | |||||||
Leasehold improvements | 19,310 | — | |||||||
Less: accumulated depreciation | (10,405 | ) | — | ||||||
Property and equipment, net | $ | 54,044 | $ | — | |||||
The estimated life for all Property and Equipment is 3 years. | |||||||||
Research and Development Expenses | |||||||||
Costs incurred for research and development are expensed as incurred. The Company records payments received from research grants as a reduction in Research and Development on the Statement of Operations. For the years ended December 31, 2014 and 2013, the Company reduced Research and Development expense by $49,000 and $205,000, respectively, for research grants. | |||||||||
Accruals for Research and Development Expenses and Clinical Trials | |||||||||
As part of the process of preparing its financial statements, the Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company’s objective is to reflect the appropriate trial expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the timing of various aspects of the trial. The Company determines accrual estimates through financial models taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of trials, or the services completed. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in it reporting amounts that are too high or too low for any particular period. For the years ended December 31, 2014 and 2013, there were no material adjustments to the Company’s prior period estimates of accrued expenses for clinical trials. | |||||||||
Concentrations of Credit Risk | |||||||||
The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other hedging arrangements. The Company may from time to time have cash in banks in excess of Federal Deposit Insurance Corporation insurance limits. | |||||||||
Segment Information | |||||||||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and manages its business as principally one operating segment, which is developing and commercializing therapeutics to treat rare life-threating, rare inflammatory fibrotic diseases. As of December 31, 2014 and 2013, all of the Company’s assets were located in the United States. | |||||||||
Income Taxes | |||||||||
For federal and state income taxes, deferred tax assets and liabilities are recognized based upon temporary differences between the financial statement and the tax basis of assets and liabilities. Deferred income taxes are based upon prescribed rates and enacted laws applicable to periods in which differences are expected to reverse. A valuation allowance is recorded to reduce a net deferred tax benefit when it is more likely than not that the tax benefit from the deferred tax assets will not be realized. Accordingly, the Company has provided a valuation allowance equal to 100% of the tax benefit in order to eliminate the deferred tax assets amounts. Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. | |||||||||
Tax positions not deemed to meet a more-likely-than-not threshold would be recorded as a tax expense in the current year. There were no uncertain tax positions that require accrual or disclosure to the financial statements as of December 31, 2014 or 2013. | |||||||||
Impairment of Long-lived Assets | |||||||||
The Company continually monitors events and changes in circumstances that could indicate that carrying amounts of long-lived assets may not be recoverable. An impairment loss is recognized when expected cash flows are less than an asset’s carrying value. Accordingly, when indicators of impairment are present, the Company evaluates the carrying value of such assets in relation to the operating performance and future undiscounted cash flows of the underlying assets. The Company’s policy is to record an impairment loss when it is determined that the carrying value of the asset may not be recoverable. No impairment charges were recorded for the years ended December 31, 2014 and 2013. | |||||||||
Share-based Payments | |||||||||
The Company recognizes compensation costs resulting from the issuance of stock-based awards to employees, non-employees and directors as an expense in the statement of operations over the service period based on a measurement of fair value for each stock-based award. The fair value of each option grant is estimated as of the date of grant using the Black-Scholes option-pricing model. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Due to its limited operating history, limited number of sales of its common stock and limited history of its shares being publicly traded, the Company estimates its volatility in consideration of a number of factors including the volatility of comparable public companies. | |||||||||
Derivative Instruments | |||||||||
The Company generally does not use derivative instruments to hedge exposures to cash-flow or market risks; however, certain warrants to purchase common stock that do not meet the requirements for classification as equity are classified as liabilities. In such instances, net-cash settlement is assumed for financial reporting purposes, even when the terms of the underlying contracts do not provide for a net-cash settlement. Such financial instruments are initially recorded at fair value with subsequent changes in fair value charged (credited) to operations in each reporting period. If these instruments subsequently meet the requirements for classification as equity, the Company reclassifies the fair value to equity. | |||||||||
Net Loss Per Common Share | |||||||||
Basic net loss per share of the Company’s common stock has been computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted net income per share of the Company’s common stock has been computed by dividing net income by the weighted average number of shares outstanding plus the dilutive effect, if any, of outstanding stock options, warrants and convertible securities. Diluted net loss per share of the Company’s common stock has been computed by dividing the net loss for the period by the weighted average number of shares of the Company’s common stock outstanding during such period. In a net loss period, options, warrants and convertible securities are anti-dilutive and therefore excluded from diluted loss per share calculations. The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2014 and 2013: | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Basic and diluted net loss per share of common stock: | |||||||||
Net loss | $ | (2,540,485 | ) | $ | (602,350 | ) | |||
Net loss applicable to common stockholders | (2,540,485 | ) | (602,350 | ) | |||||
Weighted average shares of common stock outstanding | 20,159,861 | 6,964,788 | |||||||
Net loss per share of common stock-basic and diluted | $ | (0.13 | ) | $ | (0.09 | ) | |||
The following potentially dilutive securities outstanding at December 31, 2014 and 2013 have been excluded from the computation of dilutive weighted average shares outstanding as the inclusion would be antidilutive. | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Preferred stock | — | 1,646,157 | |||||||
Warrants | 13,709,977 | 329,617 | |||||||
Stock options | 3,556,691 | 528,154 | |||||||
17,266,668 | 2,503,928 | ||||||||
Recent Accounting Pronouncements | |||||||||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern, which states management should evaluate whether there are conditions or events, considered in the aggregate, that raise a substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management’s evaluation should be based on | |||||||||
relevant conditions and events that are known and likely to occur at the date that the financial statements are issued. The standard update will be effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter, however, early application is permitted. Management does not expect the adoption of ASU 2014-15 to have material impact on the Company’s consolidated financial statements, although there may be additional disclosures upon adoption. |
Fair_Value_of_Assets_and_Liabi
Fair Value of Assets and Liabilities | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value of Assets and Liabilities | 4 | FAIR VALUE OF ASSETS AND LIABILITIES | |||||||||||||||
The Company groups its assets and liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. | |||||||||||||||||
Level 1—Valuation is based on quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. | |||||||||||||||||
Level 2—Valuation is based on observable inputs other than Level 1 prices, 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 for substantially the full term of the assets or liabilities. | |||||||||||||||||
Level 3—Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. | |||||||||||||||||
The Company uses valuation methods and assumptions that consider, among other factors, the fair value of the underlying stock, risk-free interest rate, volatility, expected life and dividend rates in estimating fair value for the warrants considered to be derivative instruments. The Company had no assets or liabilities classified as Level 1 or Level 2. Certain warrants issued for professional services (Note 10) were classified as Level 3. The fair values of these instruments were determined using models based on market observable inputs and management judgment. There were no material re-measurements of fair value during the years ended December 31, 2014 and 2013 with respect to financial assets and liabilities, other than those assets and liabilities that are measured at fair value on a recurring basis. | |||||||||||||||||
The Company had valued certain warrants as a derivative liability at December 31, 2013 and due to a modification in the terms of these warrants (See Note 11), the derivative liability was reclassified at June 30, 2014 to Additional Paid in Capital. The warrant derivative liability was re-measured at June 30, 2014 prior to reclassification using the Black-Scholes option pricing model based on the following assumptions: | |||||||||||||||||
As of June 30, | |||||||||||||||||
2014 | |||||||||||||||||
Risk free interest rate | 1.25 | % | |||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Contractual term | 3.97 | ||||||||||||||||
Expected volatility | 66 | % | |||||||||||||||
As of December 31, 2014 there were no derivative warrant liabilities. | |||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis are summarized below: | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Liabilities: | |||||||||||||||||
Derivative warrant liability at December 31, 2013 | $ | — | $ | — | $ | 19,932 | $ | 19,932 | |||||||||
Change in fair value of the derivative warrant liability | — | — | 28,448 | 28,448 | |||||||||||||
Reclassification of derivative warrant liability | — | — | (48,380 | ) | (48,380 | ) | |||||||||||
Derivative warrant liability at December 31, 2014 | $ | — | $ | — | $ | — | $ | — | |||||||||
31-Dec-13 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Liabilities: | |||||||||||||||||
Derivative warrant liability at December 31, 2012 | $ | — | $ | — | $ | — | $ | — | |||||||||
Derivative warrant liability recored for warrants issued | — | — | 21,910 | 21,910 | |||||||||||||
Change in fair value of the derivative warrant liability | — | — | (1,978 | ) | (1,978 | ) | |||||||||||
Derivative warrant liability at December 31, 2013 | $ | — | $ | — | $ | 19,932 | $ | 19,932 | |||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies | 5 | COMMITMENTS AND CONTINGENCIES | |||
Operating Lease Commitment | |||||
On May 30, 2014, the Company entered into a commercial lease for 2,387 square feet of office space in Norwood, MA. The lease commenced on July 1, 2014 and is for a three year term. The lease also requires a standby letter of credit of $13,728 payable in favor of the landlord (See Note 3). | |||||
Pursuant to the terms of the Company’s non-cancelable lease agreements in effect at December 31, 2014, the future minimum rent commitments are as follows: | |||||
2015 | $ | 55,498 | |||
2016 | 56,511 | ||||
2017 | 28,464 | ||||
Total | $ | 140,473 | |||
Total rent expense for the year ended December 31, 2014, including month-to-month leases, was $35,550. There was no rent expense incurred for the year ended December 31, 2013. |
Notes_Payable
Notes Payable | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Notes Payable | 6 | NOTES PAYABLE | |||||||
The Company entered into notes payable agreements with vendors in lieu of making payments due on accounts payable to these vendors. Interest accrued on these interest bearing notes payables at an annual rate of 7% with accrued interest and principal due at maturity. In August 2014, the Company entered into a settlement agreement with a vendor for the repayment of $631,000 which included $531,000 in notes payable, $93,000 of accrued interest and $7,000 of accounts payable. Under the terms of the settlement agreement, the Company paid the vendor $90,000 and issued 541,948 shares of common stock and a warrant to purchase 162,539 shares of common cost exercisable at $1.00 per share with a five year term. The Company valued the common stock at $341,000 and estimated the fair value of the warrant to be $55,000 based on a Black-Sholes valuation. The Company estimated the fair value of the common stock to be $.63 per share based upon the 2014 Private Placement in which the Company sold one share of common stock and one warrant for $1.00. The Company estimated the fair value of each warrant to be $0.37 based on a Black Scholes valuation model. For the year ended December 31, 2014, the Company recorded a gain on the settlement of $145,000 which was recorded as Other Income on the Statement of Operations. | |||||||||
The Company also has a note payable outstanding to another vendor with a balance due of $75,244 at September 30, 2014 which has no stated interest rate. The Company had been accruing interest on this note but reached an agreement with the vendor to pay off this note payable with no interest in four equal monthly principal installments of $25,081 and the note was paid off as of December 31, 2014. | |||||||||
In October 2014, the Company entered into a loan agreement with a financing company for $192,000. The terms of the loan stipulate equal monthly payments of principal and interest payments of $24,293 over an eight month period. Interest accrues on this loan at annual rate of 3.25%. | |||||||||
Interest expense for notes payable for the years ended December 31, 2014 and 2013 totaled $24,020 and $31,502, respectively. | |||||||||
Notes payable consisted of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Notes payable | $ | 144,389 | $ | 638,078 | |||||
Less: current portion | (144,389 | ) | (306,835 | ) | |||||
$ | — | $ | 331,243 | ||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | 7 | INCOME TAXES | |||||||
No provision or benefit for federal or state income taxes has been recorded, as the Company has incurred a net loss for all of the periods presented, and the Company has provided a full valuation allowance against its deferred tax assets. | |||||||||
At December 31, 2014 and 2013, the Company had federal and Massachusetts net operating loss carryforwards of approximately $1,409,000 and $512,000, respectively, of which federal carryforwards will expire in varying amounts beginning in 2029. Massachusetts net operating losses began to expire in 2014. Utilization of net operating losses may be subject to substantial annual limitations due to the “change in ownership” provisions of the Internal Revenue Code, and similar state provisions. The annual limitations may result in the expiration of net operating losses before utilization. The Company also had research and development tax credit carryforwards at December 31, 2014 of approximately $167,000. | |||||||||
Significant components of the Company’s net deferred tax asset are as follows: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
NOL Carryforward | $ | 1,408,745 | $ | 511,595 | |||||
Tax credits | 167,127 | 73,206 | |||||||
Stock Based Compensation | 60,373 | 2,412 | |||||||
Other temporary differences | 128,093 | 122,573 | |||||||
Subtotal | 1,764,338 | 709,786 | |||||||
Valuation Allowance | (1,764,338 | ) | (709,786 | ) | |||||
Net Deferred Tax asset | $ | — | $ | — | |||||
The Company has maintained a full valuation allowance against its deferred tax assets in all periods presented. A valuation allowance is required to be recorded when it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Since the Company cannot determine that it is more likely than not that it will generate taxable income, and thereby realize the net deferred tax assets, a full valuation allowance has been provided. The Company has no uncertain tax positions at December 31, 2014 and 2013 that would affect its effective tax rate. The Company does not anticipate a significant change in the amount of uncertain tax positions over the next twelve months. Since the Company is in a loss carryforward position, the Company is generally subject to U.S. federal and state income tax examinations by tax authorities for all years for which a loss carryforward is available. | |||||||||
Income tax benefits computed using the federal statutory income tax rate differs from the Company’s effective tax rate primarily due to the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Tax provision at statutory rate | 34 | % | 34 | % | |||||
State taxes, net of federal benefit | 5.03 | % | 5.09 | % | |||||
Permanent differences | -0.47 | % | -1.19 | % | |||||
Tax Credits | 3.37 | % | 4.2 | % | |||||
Other | 0.21 | % | 7.47 | % | |||||
Decrease in valuation reserve | -42.14 | % | -49.57 | % | |||||
Total | 0 | % | 0 | % | |||||
Series_A_Preferred_Stock
Series A Preferred Stock (Series A [Member]) | 12 Months Ended | |
Dec. 31, 2014 | ||
Series A [Member] | ||
Series A Preferred Stock | 8 | SERIES A PREFERRED STOCK |
In April 2014, in conjunction with the reverse acquisition and financing, 1,835,212 shares of JB Therapeutics’ Series A Convertible Preferred Stock and 200,000 shares of its Series A Non-Convertible Preferred Stock were converted into 2,035,212 shares of the Company’s common stock. | ||
Prior to the conversion, the Company had classified the Series A Convertible and Series A Non-convertible Preferred Stock outside of permanent equity based upon the terms of the instruments. | ||
During 2013, the Company issued 198,808 shares of Series A Convertible Preferred Stock which raised net proceeds of $120,000. |
Common_Stock
Common Stock | 12 Months Ended | |
Dec. 31, 2014 | ||
Equity [Abstract] | ||
Common Stock | 9 | COMMON STOCK |
The Company has authorized 150,000,000 shares of common stock, $0.0001 par value per share, of which 25,938,332 shares and 6,964,788 shares were issued and outstanding as of December 31, 2014 and 2013, respectively. | ||
On April 11, 2014, in conjunction with the reverse acquisition (See Note 1) and the 2014 Private Placement, the Company issued 6,000,000 shares of common stock to the former shareholders of CPHI and 1,835,212 shares of Series A Convertible Preferred Stock and 200,000 shares of Series A Non-Convertible Preferred Stock were converted into 2,035,212 shares of common stock. | ||
In August 2014, the Company issued 541,948 shares of common stock to a vendor in connection with a settlement of debt obligation (Note 6). | ||
In December 2014, the Company issued 87,691 shares of common stock upon the exercise of stock options to purchase common stock and the Company received net proceeds of $4,450. | ||
In December 2014, the Company issued 33,333 shares of common stock upon the exercise of warrants to purchase 33,333 shares of common stock and the Company received net proceeds of $33,333. Also in December 2014, the Company issued 15,360 shares of common stock upon the exercise of warrants to purchase 21,500 shares of common stock that were exercised under a cashless exercise provision. | ||
On September 23, 2014, the Company’s board of directors approved a reverse stock split within a range of 1:1.25 to 1:5 (the “Reverse Stock Split Range”) which was subsequently approved by the Company’s stockholders on October 8, 2014. The stockholder approval authorizes the Company to amend its Certificate of Incorporation until, on or before the date that is the earlier of one year from the date the Company received stockholder approval and the date of the Company’s next annual meeting of stockholders is held to effect a reverse stock split of the issued shares of the Company’s common stock, at a ratio within the Reverse Stock Split Range, as determined by the Company’s board of directors (the “Reverse Split Amendment Authorization”). While the Company’s board of directors has not determined to effect a reverse stock split, it may determine that effecting a reverse stock split is necessary in connection with the Company’s ability to satisfy the initial listing requirements to support its plan to be listed on NASDAQ or the NYSE MKT. | ||
2014 Private Placement | ||
In four closings in April and May 2014, CPHI completed the 2014 Private Placement and sold an aggregate of 10,260,000 shares of common stock and warrants to purchase an aggregate of 10,260,000 shares of CPHI common stock with an exercise price of $1.00 per share and a five year term. The aggregate gross proceeds of $10,260,000 were allocated between the common stock and the warrants based on their relative fair values which amounted to $5,349,000 for the common stock and $4,911,000 for the warrants. | ||
Net proceeds after deducting offering expenses were $8,402,000. Aegis Capital Corp acted as the exclusive placement agent for the 2014 Private Placement (the “Placement Agent”). The Placement Agent received a cash fee of $1,023,000 and a non-accountable expense allowance of $308,000. In addition, the Placement Agent received warrants to purchase 2,047,000 shares of common stock with an exercise price of $1.00 per share and a five year term. These warrants contain a cashless exercise feature and the fair value of the warrants was recorded as a stock issuance cost and was netted against the gross proceeds received. Certain members of the management of Aegis Capital Corp. are also shareholders of CPHI. | ||
In connection with the 2014 Private Placement, CPHI entered into a registration rights agreement with the private placement investors, the Placement Agent and holders of its outstanding warrants. CPHI was required to file a registration statement with the Securities and Exchange Commission (“SEC”) no later than July 29, 2014, covering the resale of the shares of common stock and the shares of common stock underlying the warrants issued in the 2014 Private Placement, as well as the existing warrants. The Company filed a confidential registration statement on Form S-1 on July 2, 2014 and the S-1 was declared effective by the SEC on October 3, 2014. The Company is required to keep the registration statement effective for a period of one year, or until Rule 144 of the Securities Act is available to investors, whichever is earlier. |
Stock_Options
Stock Options | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Stock Options | 10 | STOCK OPTIONS | |||||||||||||||
In 2014, the Company adopted the Corbus 2014 Equity Incentive Plan (the “2014 Plan”). Pursuant to the 2014 Plan, the Company’s Board of Directors may grant incentive and nonqualified stock options and restricted stock to employees, officers, directors, consultants and advisors. At December 31, 2014, there were options to purchase an aggregate of 3,556,691 shares of common stock outstanding under the 2014 Plan and 3,205,952 shares are available for future grants. Options issued under the 2014 Plan are exercisable for up to 10 years from the date of issuance. | |||||||||||||||||
Share-based Compensation | |||||||||||||||||
For stock options issued and outstanding for the years ended December 31, 2014 and 2013, the Company recorded non-cash, stock-based compensation expense of $193,120 and $6,141 respectively, net of estimated forfeitures. | |||||||||||||||||
The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table. Due to its limited operating history and limited number of sales of its common stock, the Company estimated its volatility in consideration of a number of factors, including the volatility of comparable public companies. The Company uses historical data, as well as subsequent events occurring prior to the issuance of the financial statements, to estimate option exercises and employee terminations within the valuation model. The expected term of options granted under the 2014 Plan, all of which qualify as “plain vanilla per SEC Staff Accounting Bulletin 107,” is based on the average of the 6.25 years. For non-employee options, the expected term is the contractual term. The risk-free rate is based on the yield of a U.S. Treasury security with a term consistent with the option. | |||||||||||||||||
The assumptions used principally in determining the fair value of options granted were as follows: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk free interest rate | 1.88 | % | 1.19 | % | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
Expected term in years | 6.2 | 6.25 | |||||||||||||||
Expected volatility | 89.75 | % | 91.95 | % | |||||||||||||
Estimated forfeiture rate | 19.2 | % | 20 | % | |||||||||||||
A summary of option activity for years ended December 31, 2014 and 2013 is presented below: | |||||||||||||||||
Options | Shares | Weighted | Weighted | Average | |||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term in | |||||||||||||||||
Years | |||||||||||||||||
Outstanding at December 31, 2012 | 495,016 | $ | 0.12 | ||||||||||||||
Granted | 105,622 | $ | 0.17 | ||||||||||||||
Forfeited | (3,395 | ) | $ | 0.17 | |||||||||||||
Outstanding at December 31, 2013 | 597,243 | $ | 0.13 | ||||||||||||||
Granted | 3,047,139 | $ | 0.95 | ||||||||||||||
Exercised | (87,691 | ) | $ | 0.11 | |||||||||||||
Outstanding at December 31, 2014 | 3,556,691 | $ | 0.83 | 8.95 | 7,689,394 | ||||||||||||
Vested at December 31, 2014 | 632,999 | $ | 0.25 | 6.87 | 1,732,071 | ||||||||||||
The weighted average grant-date fair value of options granted during the year ended December 31, 2014 was $0.95 per share. The total fair value of options that were vested as December 31, 2014 was $1,732,071. As of December 31, 2014 there was approximately $864,280 of total unrecognized compensation expense, related to non-vested share-based option compensation arrangements. The unrecognized compensation expense is estimated to be recognized over a period of 3.51 years at December 31, 2014. | |||||||||||||||||
Derivative_Instruments
Derivative Instruments | 12 Months Ended | |
Dec. 31, 2014 | ||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Instruments | 11 | DERIVATIVE INSTRUMENTS |
The Company issued warrants in 2013 for the purchase of 301,778 shares of common stock, which had provisions that included anti-dilution protection, cashless exercise provisions and, under certain conditions, granted holders the right to request the Company repurchase the warrant. Accordingly, these warrants were considered derivative instruments and as of December 31, 2013, the fair values of $19,932 were recorded respectively as a derivative warrant liability. On June 30, 2014, these warrant agreements were modified to eliminate the anti-dilution protection and accordingly these warrants were no longer considered a derivative liability and the fair value of $48,380 shares was reclassified and charged as an addition to Additional-Paid in Capital. | ||
To value the derivative warrant liability, the Company used the Black-Scholes option pricing model and assumptions that considered, among other factors, the fair value of the underlying stock, risk-free interest rate, volatility, expected life and dividend rates in estimating fair value for the warrants considered to be derivative instruments. The increase in the fair value of the derivative warrant liability at June 30, 2014 from December 31, 2013 was $28,448 and was recognized in the Consolidated Statement of Operations as a change in the fair value of a warrant liability. |
Warrants
Warrants | 12 Months Ended | |
Dec. 31, 2014 | ||
Text Block [Abstract] | ||
Warrants | 12 | WARRANTS |
In October 2009, the Company issued warrant agreements with a five year term to holders of convertible bridge notes. Under the terms of each warrant agreement, the exercise price and number of shares were determined upon the completion on a qualified financing, which occurred when the Series A convertible preferred stock financing closed in 2013 at which time the warrants could be exercised to purchase 27,839 shares of common stock at an exercise price of $0.60 per share. The Company valued these warrants at $1,005 and charged the cost to interest expense with an offset to additional paid-in capital. | ||
In June 2013, the Company issued warrants to purchase 301,778 shares of common stock at an exercise price of $0.66 per share in exchange for services provided. These warrants were valued at $21,910 in June 2013 and expensed to general and administrative expenses with an offset to derivative liability. On June 30, 2014, the Company issued an additional 48,222 warrants to the warrant holder in exchange for a settlement of a claim and modification of the warrant terms and to eliminate the anti-dilution protection (See Note 11). | ||
In connection with the 2014 Private Placement (See Note 9) the Company issued warrants to investors and former holders of Series A Convertible Preferred Stock to purchase an aggregate of 11,177,612 shares of common stock with an exercise price of $1.00 per share and a five year term. These warrants have a provision that permits the Company to call and redeem the warrants after a thirty day notice period if the stock trades at $2.50 or greater on a volume weighted average basis for at least twenty consecutive trading days. In addition, the Company issued warrants to the Placement Agent to purchase 2,047,000 shares of common stock with an exercise price of $1.00 per share and a five year term. These warrants contain a cashless exercise feature and the fair value of the warrants was recorded as a stock issuance cost and net against the gross proceeds received. | ||
In August 2014, the Company issued a warrant to a vendor in connection with a debt settlement (See Note 6) for the purchase of 162,539 shares of common stock exercisable at $1.00 per share with a five year term. The Company estimated the fair value of the warrant to be $55,000 based on a Black-Sholes valuation and charged Additional-Paid in Capital. | ||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |
Dec. 31, 2014 | ||
Related Party Transactions [Abstract] | ||
Related Party Transactions | 13 | RELATED PARTY TRANSACTIONS |
In connection with the formation of Corbus Pharmaceutical Holdings, Inc. in December 2013, certain affiliates of Aegis Capital Corp. (the “Placement Agent”) and certain other parties not affiliated with us or the Placement Agent subscribed for an aggregate of 6,000,000 shares of common stock for which they paid an aggregate of $120,000 ($0.02 per share), including David Hochman, one of our directors who purchased 450,000 shares and whose family trust purchased 90,000 shares. | ||
Following the Initial Closing of the 2014 Private Placement, the Placement Agent has a right to appoint one member of our board of directors for a two-year term (the “Aegis Nominee”). Upon the Initial Closing on April 11, 2014, David Hochman was appointed as the Aegis Nominee. | ||
On March 21, 2014, we entered into a consulting agreement with Orchestra Medical Ventures, LLC (“Orchestra”), of which David Hochman is Managing Partner. The agreement became effective upon closing of the Merger and provides that Orchestra will render a variety of consulting and advisory services relating principally to identifying and evaluating strategic relationships, licensing opportunities, and business strategies. Orchestra is compensated at the rate of $5,000 per month for twelve months, payable quarterly in advance. For the years ended December 31, 2014 and 2013, the Company paid Orchestra $45,000 and $0, respectively. As of December 31, 2014, $15,000 was payable to Orchestra. |
Subsequent_Events
Subsequent Events | 12 Months Ended | |
Dec. 31, 2014 | ||
Subsequent Events [Abstract] | ||
Subsequent Events | 14 | SUBSEQUENT EVENTS |
On January 1, 2015, pursuant to an annual evergreen provision contained in the 2014 Plan, the number of shares reserved for future grants was increased by 1,815,683 shares. As of January 1, 2015, the 2014 Plan had a total reserve of 8,666,017 shares and there were 5,109,326 shares available for future grants. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Use of Estimates | Use of Estimates | ||||||||
The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and changes in estimates may occur. The most significant estimates are related to stock based compensation, the value of derivative instruments and the accrual of research and clinical obligations. | |||||||||
The Company has granted stock options at exercise prices not less than the fair value of its common stock as determined by the board of directors, with input from management. The Company’s board of directors determined the estimated fair value of the common stock based on a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector and the historic prices at which the Company sold shares of preferred stock. | |||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||
The Company considers only those investments which are highly liquid, readily convertible to cash, and that mature within three months from date of purchase to be cash equivalents. Marketable investments are those with original maturities in excess of three months. At December 31, 2014 and 2013, cash equivalents were comprised of money market funds. The Company had no marketable investments at December 31, 2014 and 2013. Cash and cash equivalents consist of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Cash | $ | 10,974 | $ | 100,761 | |||||
Money market fund | 6,251,471 | 202,259 | |||||||
$ | 6,262,445 | $ | 303,020 | ||||||
Restricted Cash | Restricted Cash | ||||||||
Restricted cash as of December 31, 2014 was $13,728 and represented a stand-by letter of credit in favor of a landlord (See Note 5). | |||||||||
Financial Instruments | Financial Instruments | ||||||||
The carrying amounts reported in the consolidated balance sheet for cash and cash equivalents and accounts payable approximate fair value based on the short-term nature of these instruments. The carrying value of loans payable approximate their fair value due to the market terms. | |||||||||
Property and Equipment | Property and Equipment | ||||||||
Property and Equipment consists of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Computer hardware and software | $ | 17,179 | $ | — | |||||
Office furniture and equipment | 27,960 | — | |||||||
Leasehold improvements | 19,310 | — | |||||||
Less: accumulated depreciation | (10,405 | ) | — | ||||||
Property and equipment, net | $ | 54,044 | $ | — | |||||
The estimated life for all Property and Equipment is 3 years. | |||||||||
Research and Development Expenses | Research and Development Expenses | ||||||||
Costs incurred for research and development are expensed as incurred. The Company records payments received from research grants as a reduction in Research and Development on the Statement of Operations. For the years ended December 31, 2014 and 2013, the Company reduced Research and Development expense by $49,000 and $205,000, respectively, for research grants. | |||||||||
Accruals for Research and Development Expenses and Clinical Trials | Accruals for Research and Development Expenses and Clinical Trials | ||||||||
As part of the process of preparing its financial statements, the Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company’s objective is to reflect the appropriate trial expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the timing of various aspects of the trial. The Company determines accrual estimates through financial models taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of trials, or the services completed. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in it reporting amounts that are too high or too low for any particular period. For the years ended December 31, 2014 and 2013, there were no material adjustments to the Company’s prior period estimates of accrued expenses for clinical trials. | |||||||||
Concentrations of Credit Risk | Concentrations of Credit Risk | ||||||||
The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other hedging arrangements. The Company may from time to time have cash in banks in excess of Federal Deposit Insurance Corporation insurance limits. | |||||||||
Segment Information | Segment Information | ||||||||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and manages its business as principally one operating segment, which is developing and commercializing therapeutics to treat rare life-threating, rare inflammatory fibrotic diseases. As of December 31, 2014 and 2013, all of the Company’s assets were located in the United States. | |||||||||
Income Taxes | Income Taxes | ||||||||
For federal and state income taxes, deferred tax assets and liabilities are recognized based upon temporary differences between the financial statement and the tax basis of assets and liabilities. Deferred income taxes are based upon prescribed rates and enacted laws applicable to periods in which differences are expected to reverse. A valuation allowance is recorded to reduce a net deferred tax benefit when it is more likely than not that the tax benefit from the deferred tax assets will not be realized. Accordingly, the Company has provided a valuation allowance equal to 100% of the tax benefit in order to eliminate the deferred tax assets amounts. Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. | |||||||||
Tax positions not deemed to meet a more-likely-than-not threshold would be recorded as a tax expense in the current year. There were no uncertain tax positions that require accrual or disclosure to the financial statements as of December 31, 2014 or 2013. | |||||||||
Impairment of Long-lived Assets | Impairment of Long-lived Assets | ||||||||
The Company continually monitors events and changes in circumstances that could indicate that carrying amounts of long-lived assets may not be recoverable. An impairment loss is recognized when expected cash flows are less than an asset’s carrying value. Accordingly, when indicators of impairment are present, the Company evaluates the carrying value of such assets in relation to the operating performance and future undiscounted cash flows of the underlying assets. The Company’s policy is to record an impairment loss when it is determined that the carrying value of the asset may not be recoverable. No impairment charges were recorded for the years ended December 31, 2014 and 2013. | |||||||||
Share-based Payments | Share-based Payments | ||||||||
The Company recognizes compensation costs resulting from the issuance of stock-based awards to employees, non-employees and directors as an expense in the statement of operations over the service period based on a measurement of fair value for each stock-based award. The fair value of each option grant is estimated as of the date of grant using the Black-Scholes option-pricing model. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Due to its limited operating history, limited number of sales of its common stock and limited history of its shares being publicly traded, the Company estimates its volatility in consideration of a number of factors including the volatility of comparable public companies. | |||||||||
Derivative Instruments | Derivative Instruments | ||||||||
The Company generally does not use derivative instruments to hedge exposures to cash-flow or market risks; however, certain warrants to purchase common stock that do not meet the requirements for classification as equity are classified as liabilities. In such instances, net-cash settlement is assumed for financial reporting purposes, even when the terms of the underlying contracts do not provide for a net-cash settlement. Such financial instruments are initially recorded at fair value with subsequent changes in fair value charged (credited) to operations in each reporting period. If these instruments subsequently meet the requirements for classification as equity, the Company reclassifies the fair value to equity. | |||||||||
Net Loss Per Common Share | Net Loss Per Common Share | ||||||||
Basic net loss per share of the Company’s common stock has been computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted net income per share of the Company’s common stock has been computed by dividing net income by the weighted average number of shares outstanding plus the dilutive effect, if any, of outstanding stock options, warrants and convertible securities. Diluted net loss per share of the Company’s common stock has been computed by dividing the net loss for the period by the weighted average number of shares of the Company’s common stock outstanding during such period. In a net loss period, options, warrants and convertible securities are anti-dilutive and therefore excluded from diluted loss per share calculations. The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2014 and 2013: | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Basic and diluted net loss per share of common stock: | |||||||||
Net loss | $ | (2,540,485 | ) | $ | (602,350 | ) | |||
Net loss applicable to common stockholders | (2,540,485 | ) | (602,350 | ) | |||||
Weighted average shares of common stock outstanding | 20,159,861 | 6,964,788 | |||||||
Net loss per share of common stock-basic and diluted | $ | (0.13 | ) | $ | (0.09 | ) | |||
The following potentially dilutive securities outstanding at December 31, 2014 and 2013 have been excluded from the computation of dilutive weighted average shares outstanding as the inclusion would be antidilutive. | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Preferred stock | — | 1,646,157 | |||||||
Warrants | 13,709,977 | 329,617 | |||||||
Stock options | 3,556,691 | 528,154 | |||||||
17,266,668 | 2,503,928 | ||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern, which states management should evaluate whether there are conditions or events, considered in the aggregate, that raise a substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management’s evaluation should be based on | |||||||||
relevant conditions and events that are known and likely to occur at the date that the financial statements are issued. The standard update will be effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter, however, early application is permitted. Management does not expect the adoption of ASU 2014-15 to have material impact on the Company’s consolidated financial statements, although there may be additional disclosures upon adoption. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Schedule of Cash and Cash Equivalents | Cash and cash equivalents consist of the following: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Cash | $ | 10,974 | $ | 100,761 | |||||
Money market fund | 6,251,471 | 202,259 | |||||||
$ | 6,262,445 | $ | 303,020 | ||||||
Summary of Property and Equipment | Property and Equipment consists of the following: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Computer hardware and software | $ | 17,179 | $ | — | |||||
Office furniture and equipment | 27,960 | — | |||||||
Leasehold improvements | 19,310 | — | |||||||
Less: accumulated depreciation | (10,405 | ) | — | ||||||
Property and equipment, net | $ | 54,044 | $ | — | |||||
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2014 and 2013: | ||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Basic and diluted net loss per share of common stock: | |||||||||
Net loss | $ | (2,540,485 | ) | $ | (602,350 | ) | |||
Net loss applicable to common stockholders | (2,540,485 | ) | (602,350 | ) | |||||
Weighted average shares of common stock outstanding | 20,159,861 | 6,964,788 | |||||||
Net loss per share of common stock-basic and diluted | $ | (0.13 | ) | $ | (0.09 | ) | |||
Potentially Dilutive Securities Excluded from the Computation of Dilutive Weighted Average Shares Outstanding | The following potentially dilutive securities outstanding at December 31, 2014 and 2013 have been excluded from the computation of dilutive weighted average shares outstanding as the inclusion would be antidilutive. | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Preferred stock | — | 1,646,157 | |||||||
Warrants | 13,709,977 | 329,617 | |||||||
Stock options | 3,556,691 | 528,154 | |||||||
17,266,668 | 2,503,928 | ||||||||
Fair_Value_of_Assets_and_Liabi1
Fair Value of Assets and Liabilities (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Schedule of Fair Value Assumptions | The warrant derivative liability was re-measured at June 30, 2014 prior to reclassification using the Black-Scholes option pricing model based on the following assumptions: | ||||||||||||||||
As of June 30, | |||||||||||||||||
2014 | |||||||||||||||||
Risk free interest rate | 1.25 | % | |||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Contractual term | 3.97 | ||||||||||||||||
Expected volatility | 66 | % | |||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis are summarized below: | ||||||||||||||||
December 31, 2014 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Liabilities: | |||||||||||||||||
Derivative warrant liability at December 31, 2013 | $ | — | $ | — | $ | 19,932 | $ | 19,932 | |||||||||
Change in fair value of the derivative warrant liability | — | — | 28,448 | 28,448 | |||||||||||||
Reclassification of derivative warrant liability | — | — | (48,380 | ) | (48,380 | ) | |||||||||||
Derivative warrant liability at December 31, 2014 | $ | — | $ | — | $ | — | $ | — | |||||||||
31-Dec-13 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Liabilities: | |||||||||||||||||
Derivative warrant liability at December 31, 2012 | $ | — | $ | — | $ | — | $ | — | |||||||||
Derivative warrant liability recored for warrants issued | — | — | 21,910 | 21,910 | |||||||||||||
Change in fair value of the derivative warrant liability | — | — | (1,978 | ) | (1,978 | ) | |||||||||||
Derivative warrant liability at December 31, 2013 | $ | — | $ | — | $ | 19,932 | $ | 19,932 | |||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Rent Commitments | |||||
Pursuant to the terms of the Company’s non-cancelable lease agreements in effect at December 31, 2014, the future minimum rent commitments are as follows: | |||||
2015 | $ | 55,498 | |||
2016 | 56,511 | ||||
2017 | 28,464 | ||||
Total | $ | 140,473 | |||
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Notes Payable | Notes payable consisted of the following: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Notes payable | $ | 144,389 | $ | 638,078 | |||||
Less: current portion | (144,389 | ) | (306,835 | ) | |||||
$ | — | $ | 331,243 | ||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Components of Net Deferred Tax Asset | Significant components of the Company’s net deferred tax asset are as follows: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
NOL Carryforward | $ | 1,408,745 | $ | 511,595 | |||||
Tax credits | 167,127 | 73,206 | |||||||
Stock Based Compensation | 60,373 | 2,412 | |||||||
Other temporary differences | 128,093 | 122,573 | |||||||
Subtotal | 1,764,338 | 709,786 | |||||||
Valuation Allowance | (1,764,338 | ) | (709,786 | ) | |||||
Net Deferred Tax asset | $ | — | $ | — | |||||
Schedule of Effective Income Tax Rate Reconciliation | Income tax benefits computed using the federal statutory income tax rate differs from the Company’s effective tax rate primarily due to the following: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Tax provision at statutory rate | 34 | % | 34 | % | |||||
State taxes, net of federal benefit | 5.03 | % | 5.09 | % | |||||
Permanent differences | -0.47 | % | -1.19 | % | |||||
Tax Credits | 3.37 | % | 4.2 | % | |||||
Other | 0.21 | % | 7.47 | % | |||||
Decrease in valuation reserve | -42.14 | % | -49.57 | % | |||||
Total | 0 | % | 0 | % | |||||
Stock_Options_Tables
Stock Options (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Summary of Assumptions Used Principally in Determining Fair Value of Options Granted | The assumptions used principally in determining the fair value of options granted were as follows: | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk free interest rate | 1.88 | % | 1.19 | % | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
Expected term in years | 6.2 | 6.25 | |||||||||||||||
Expected volatility | 89.75 | % | 91.95 | % | |||||||||||||
Estimated forfeiture rate | 19.2 | % | 20 | % | |||||||||||||
Summary of Option Activity | A summary of option activity for years ended December 31, 2014 and 2013 is presented below: | ||||||||||||||||
Options | Shares | Weighted | Weighted | Average | |||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term in | |||||||||||||||||
Years | |||||||||||||||||
Outstanding at December 31, 2012 | 495,016 | $ | 0.12 | ||||||||||||||
Granted | 105,622 | $ | 0.17 | ||||||||||||||
Forfeited | (3,395 | ) | $ | 0.17 | |||||||||||||
Outstanding at December 31, 2013 | 597,243 | $ | 0.13 | ||||||||||||||
Granted | 3,047,139 | $ | 0.95 | ||||||||||||||
Exercised | (87,691 | ) | $ | 0.11 | |||||||||||||
Outstanding at December 31, 2014 | 3,556,691 | $ | 0.83 | 8.95 | 7,689,394 | ||||||||||||
Vested at December 31, 2014 | 632,999 | $ | 0.25 | 6.87 | 1,732,071 | ||||||||||||
Nature_of_Operations_Additiona
Nature of Operations - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Apr. 11, 2014 | Aug. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Oct. 31, 2009 | |
Nature of Operations [Line Items] | ||||||
Number of common shares called by warrants | 33,333 | 162,539 | 301,778 | 301,778 | 27,839 | |
Common stock, shares outstanding | 25,938,332 | 6,964,788 | ||||
Private placement of equity, net proceeds | $8,402,000 | |||||
JB Therapeutics Inc. [Member] | ||||||
Nature of Operations [Line Items] | ||||||
Conversion of stock, shares issued | 9,000,000 | |||||
Number of shares converted to common stock | 5,964,649 | |||||
Number of common shares called by warrants | 377,839 | |||||
Number of options to purchase shares of common stock | 905,334 | |||||
Exchange ratio of shares | 1.5089 | 1.5089 | ||||
Common stock, shares outstanding | 6,000,000 | |||||
Series A Preferred Stock [Member] | JB Therapeutics Inc. [Member] | ||||||
Nature of Operations [Line Items] | ||||||
Number of common shares called by warrants | 917,612 | |||||
Minimum [Member] | JB Therapeutics Inc. [Member] | ||||||
Nature of Operations [Line Items] | ||||||
Common stock warrants, exercise price | 0.6 | |||||
Options exercise price | 0.11 | |||||
Maximum [Member] | JB Therapeutics Inc. [Member] | ||||||
Nature of Operations [Line Items] | ||||||
Common stock warrants, exercise price | 0.66 | |||||
Options exercise price | 0.17 |
Liquidity_Additional_Informati
Liquidity - Additional Information (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Accumulated deficit | ($4,427,075) | ($1,886,590) |
Significant_Accounting_Policie3
Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Segment | ||
Significant Accounting Policies [Line Items] | ||
Marketable investments | $0 | $0 |
Restricted cash | 13,728 | |
Estimated useful life of all property and equipment | 3 years | |
Reduction in research and development expense | 49,000 | 205,000 |
Operating segments | 1 | |
Valuation allowance | 100.00% | |
Uncertain tax position | 0 | 0 |
Impairment charges | $0 | $0 |
Maximum [Member] | ||
Significant Accounting Policies [Line Items] | ||
Cash and cash equivalents maturity period | 3 months | |
Minimum [Member] | ||
Significant Accounting Policies [Line Items] | ||
Marketable investments maturity period | 3 months |
Significant_Accounting_Policie4
Significant Accounting Policies - Schedule of Cash and Cash Equivalents (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash and Cash Equivalents [Abstract] | |||
Cash | $10,974 | $100,761 | |
Money market fund | 6,251,471 | 202,259 | |
Cash and cash equivalents | $6,262,445 | $303,020 | $542,483 |
Significant_Accounting_Policie5
Significant Accounting Policies - Summary of Property and Equipment (Detail) (USD $) | Dec. 31, 2014 |
Property Plant And Equipment Capitalized Interest Costs [Abstract] | |
Computer hardware and software | $17,179 |
Office furniture and equipment | 27,960 |
Leasehold improvements | 19,310 |
Less: accumulated depreciation | -10,405 |
Property and equipment, net | $54,044 |
Significant_Accounting_Policie6
Significant Accounting Policies - Computation of Basic and Diluted Earnings Per Share (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Basic and diluted net loss per share of common stock: | ||
Net loss | ($2,540,485) | ($602,350) |
Net loss applicable to common stockholders | ($2,540,485) | ($602,350) |
Weighted average shares of common stock outstanding | 20,159,861 | 6,964,788 |
Net loss per share of common stock-basic and diluted | ($0.13) | ($0.09) |
Significant_Accounting_Policie7
Significant Accounting Policies - Potential Dilutive Securities Excluded from the Computation of Dilutive Weighted Average Shares Outstanding (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Preferred stock | 17,266,668 | 2,503,928 |
Warrant [Member] | ||
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Preferred stock | 13,709,977 | 329,617 |
Stock Options [Member] | ||
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Preferred stock | 3,556,691 | 528,154 |
Preferred Stock [Member] | ||
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Preferred stock | 1,646,157 |
Fair_Value_of_Assets_and_Liabi2
Fair Value of Assets and Liabilities - Schedule of Fair Value Assumptions (Detail) | 0 Months Ended |
Jun. 30, 2014 | |
Debt Instrument Fair Value Carrying Value [Abstract] | |
Risk free interest rate | 1.25% |
Expected dividend yield | 0.00% |
Contractual term | 3 years 11 months 19 days |
Expected volatility | 66.00% |
Fair_Value_of_Assets_and_Liabi3
Fair Value of Assets and Liabilities - Additional Information (Detail) (USD $) | Dec. 31, 2014 |
Debt Instrument Fair Value Carrying Value [Abstract] | |
Derivative warrant liability | $0 |
Fair_Value_of_Assets_and_Liabi4
Fair Value of Assets and Liabilities - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Derivative warrant liability recorded for warrants issued | $19,932 | ||
Change in fair value of the derivative warrant liability | 28,448 | 28,448 | -1,978 |
Derivative warrant liability, Ending balance | 0 | ||
Fair Value, Measurements, Recurring [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Derivative warrant liability, Beginning balance | 19,932 | 19,932 | |
Change in fair value of the derivative warrant liability | 28,448 | -1,978 | |
Reclassification of derivative warrant liability | -48,380 | ||
Derivative warrant liability, Ending balance | 19,932 | ||
Fair Value, Measurements, Recurring [Member] | Warrant [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Derivative warrant liability recorded for warrants issued | 21,910 | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Derivative warrant liability, Beginning balance | 19,932 | 19,932 | |
Change in fair value of the derivative warrant liability | 28,448 | -1,978 | |
Reclassification of derivative warrant liability | -48,380 | ||
Derivative warrant liability, Ending balance | 19,932 | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Derivative warrant liability recorded for warrants issued | $21,910 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Commitment And Contingencies [Line Items] | ||
Terms of lease | 3 years | |
Standby letters of credit | $13,728 | |
Rent expense | $35,550 | $0 |
Norwood, Ma [Member] | ||
Commitment And Contingencies [Line Items] | ||
Area of office space | 2,387 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Rent Commitments (Detail) (USD $) | Dec. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $55,498 |
2016 | 56,511 |
2017 | 28,464 |
Total | $140,473 |
Notes_Payable_Additional_Infor
Notes Payable - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Oct. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2014 | Jun. 30, 2013 | Oct. 31, 2009 | Apr. 11, 2014 | |
Debt Instrument [Line Items] | |||||||
Annual interest rate | 3.25% | ||||||
Notes payable | $144,389 | $638,078 | |||||
Common stock, shares issued | 25,938,332 | 6,964,788 | |||||
Number of common stock called by warrants | 33,333 | 301,778 | 162,539 | 301,778 | 27,839 | ||
Common stock, term | 5 years | ||||||
Common stock, issued value | 2,594 | 696 | |||||
Estimated fair value of warrants | 55,000 | ||||||
Gain on the settlement of debt | 145,006 | ||||||
Interest expense | 24,021 | 45,114 | |||||
Proceeds from issuance of notes payable | 192,000 | 192,000 | 7,252 | ||||
Principal and interest payable | 24,293 | ||||||
Warrant [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Common stock, shares issued | 33,333 | ||||||
2014 Private Placement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Common stock, shares issued | 6,000,000 | ||||||
Number of common stock called by warrants | 10,260,000 | ||||||
Common stock, cost exercisable per share | $1 | ||||||
2014 Private Placement [Member] | Common Stock And Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Sale price for one share of common stock and one warrant | $1 | ||||||
Vendor One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Annual interest rate | 7.00% | ||||||
Settlement agreement, repayment | 90,000 | 631,000 | |||||
Notes payable | 531,000 | ||||||
Accrued interest | 93,000 | ||||||
Accounts payable | 7,000 | ||||||
Common stock, shares issued | 541,948 | ||||||
Number of common stock called by warrants | 162,539 | ||||||
Common stock, cost exercisable per share | $1 | ||||||
Vendor Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes payable | 75,244 | ||||||
Number of periodic payments | Four equal monthly principal installments | ||||||
Principal installment | 25,081 | ||||||
Estimate of Fair Value Measurement [Member] | 2014 Private Placement [Member] | Common Stock [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Estimated fair value per share | $0.63 | ||||||
Estimate of Fair Value Measurement [Member] | 2014 Private Placement [Member] | Warrant [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Estimated fair value per share | $0.37 | ||||||
Black Scholes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Common stock, issued value | 341,000 | ||||||
Estimated fair value of warrants | $55,000 | ||||||
Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Common stock, term | 8 months |
Notes_Payable_Schedule_of_Note
Notes Payable - Schedule of Notes Payable (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Equity Method Investments And Cost Method Investments [Abstract] | ||
Notes payable | $144,389 | $638,078 |
Less: current portion | -144,389 | -306,835 |
Total | $331,243 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | ||
Provision (Benefit) for federal and state income tax | $0 | |
Net operating loss carryforwards | 1,408,745 | 511,595 |
Tax credit carryforwards | 167,127 | 73,206 |
Uncertain tax position | $0 | $0 |
Federal [Member] | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards expiration year | 2029 | |
State and Local Jurisdiction [Member] | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards expiration year | 2014 |
Income_Taxes_Components_of_Net
Income Taxes - Components of Net Deferred Tax Asset (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
NOL Carryforward | $1,408,745 | $511,595 |
Tax credits | 167,127 | 73,206 |
Stock Based Compensation | 60,373 | 2,412 |
Other temporary differences | 128,093 | 122,573 |
Subtotal | 1,764,338 | 709,786 |
Valuation Allowance | -1,764,338 | -709,786 |
Net Deferred Tax asset | $0 | $0 |
Income_Taxes_Schedule_of_Effec
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Tax provision at statutory rate | 34.00% | 34.00% |
State taxes, net of federal benefit | 5.03% | 5.09% |
Permanent differences | -0.47% | -1.19% |
Tax Credits | 3.37% | 4.20% |
Other | 0.21% | 7.47% |
Decrease in valuation reserve | -42.14% | -49.57% |
Total | 0.00% | 0.00% |
Series_A_Preferred_Stock_Addit
Series A Preferred Stock - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
Apr. 11, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Class of Stock [Line Items] | |||
Convertible preferred stock, shares issued | 0 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Conversion of stock, shares issued | 2,035,212 | ||
Series A Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock converted, shares | 1,835,212 | ||
Convertible preferred stock, shares issued | 198,808 | ||
Convertible preferred stock, proceeds raised | $120,000 | ||
Series A Non-Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock converted, shares | 200,000 |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | |||
Oct. 08, 2014 | Aug. 31, 2014 | Oct. 31, 2009 | Dec. 31, 2014 | Apr. 11, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | |
Common Stock [Line Items] | |||||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | |||||
Common stock, par value | $0.00 | $0.00 | |||||
Common stock, shares issued | 25,938,332 | 6,964,788 | |||||
Common stock, shares outstanding | 25,938,332 | 6,964,788 | |||||
Net Proceeds from common stock | $10,305,161 | ||||||
Options to purchase shares of common stock | 87,691 | ||||||
Number of common stock called by warrants | 162,539 | 27,839 | 33,333 | 301,778 | 301,778 | ||
Common stock exercised under cashless exercise provision | 21,500 | ||||||
Reverse stock split | Reverse stock split within a range of 1:1.25 to 1:5 | ||||||
Warrant exercisable term | 5 years | 5 years | |||||
Net proceeds after deducting offering expense | 8,402,000 | ||||||
Settlement Agreement [Member] | |||||||
Common Stock [Line Items] | |||||||
Common stock, shares issued | 541,948 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Common Stock [Line Items] | |||||||
Preferred stock, shares converted | 1,835,212 | ||||||
Series A Non-Convertible Preferred Stock [Member] | |||||||
Common Stock [Line Items] | |||||||
Preferred stock, shares converted | 200,000 | ||||||
Stock Options [Member] | |||||||
Common Stock [Line Items] | |||||||
Common stock, shares issued | 87,691 | ||||||
Net Proceeds from common stock | 4,450 | ||||||
Minimum [Member] | |||||||
Common Stock [Line Items] | |||||||
Reverse Stock Split Range | 0.2 | ||||||
Maximum [Member] | |||||||
Common Stock [Line Items] | |||||||
Reverse Stock Split Range | 0.8 | ||||||
Common Stock [Member] | |||||||
Common Stock [Line Items] | |||||||
Conversion of stock, shares issued | 2,035,212 | ||||||
Options to purchase shares of common stock | 87,691 | ||||||
Aggregate common stock sold, shares | 6,000,000 | ||||||
Fair value of stock and warrants | 600 | ||||||
Warrant [Member] | |||||||
Common Stock [Line Items] | |||||||
Common stock, shares issued | 33,333 | ||||||
Net Proceeds from common stock | 33,333 | ||||||
Shares issued under cashless exercise of options | 15,360 | ||||||
2014 Private Placement [Member] | |||||||
Common Stock [Line Items] | |||||||
Common stock, shares issued | 6,000,000 | ||||||
Number of common stock called by warrants | 10,260,000 | ||||||
Common stock warrants, exercise price | $1 | ||||||
Warrant exercisable term | 5 years | ||||||
Fair value of stock and warrants | 10,260,000 | ||||||
2014 Private Placement [Member] | Placement Agent Member | |||||||
Common Stock [Line Items] | |||||||
Number of common stock called by warrants | 2,047,000 | ||||||
Warrant exercisable term | 5 years | ||||||
Placement agent, cash fee | 1,023,000 | ||||||
Placement agent, non-accountable expense | 308,000 | ||||||
2014 Private Placement [Member] | Common Stock [Member] | |||||||
Common Stock [Line Items] | |||||||
Aggregate common stock sold, shares | 10,260,000 | ||||||
Fair value of stock and warrants | 5,349,000 | ||||||
2014 Private Placement [Member] | Warrant [Member] | |||||||
Common Stock [Line Items] | |||||||
Fair value of stock and warrants | $4,911,000 |
Stock_Options_Additional_Infor
Stock Options - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $193,120 | $6,141 |
Weighted average grant-date fair value, Options granted | $0.95 | |
Total fair value of options, Vested | 1,732,071 | |
Share based compensation expense | 864,280 | |
Share based compensation expense, not yet recognized period of recognition | 3 years 6 months 4 days | |
Two Thousand Fourteen Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate Common stock available for stock options granted, shares | 3,556,691 | |
Shares available for grant | 3,205,952 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $193,120 | $6,141 |
Expected term in years | 6 years 2 months 12 days | 6 years 3 months |
Stock Options [Member] | Two Thousand Fourteen Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option, Expiration period | 10 years |
Stock_Options_Summary_of_Assum
Stock Options - Summary of Assumptions Used Principally in Determining Fair Value of Options Granted (Detail) (Stock Options [Member]) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 1.88% | 1.19% |
Expected dividend yield | 0.00% | 0.00% |
Expected term in years | 6 years 2 months 12 days | 6 years 3 months |
Expected volatility | 89.75% | 91.95% |
Estimated forfeiture rate | 19.20% | 20.00% |
Stock_Options_Summary_of_Optio
Stock Options - Summary of Option Activity (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Shares Outstanding, Beginning balance | 597,243 | 495,016 |
Shares, Granted | 3,047,139 | 105,622 |
Shares, Forfeited | -3,395 | |
Shares, Exercised | -87,691 | |
Shares Outstanding, Ending balance | 3,556,691 | 597,243 |
Weighted Average Exercise Price Outstanding, Beginning balance | $0.13 | $0.12 |
Shares, Vested | 632,999 | |
Weighted Average Exercise Price, Granted | $0.95 | $0.17 |
Weighted Average Exercise Price, Forfeited | $0.17 | |
Weighted Average Exercise Price,Exercised | $0.11 | |
Weighted Average Exercise Price Outstanding, Ending balance | $0.83 | $0.13 |
Weighted Average Remaining Contractual Term Outstanding in Years, Ending balance | 8 years 11 months 12 days | |
Weighted Average Exercise Price, Vested | $0.25 | |
Weighted Average Remaining Contractual Term in Years, Vested | 6 years 10 months 13 days | |
Average Intrinsic Value, Ending Balance | $7,689,394 | |
Average Intrinsic Value, Vested | $1,732,071 |
Derivative_Instruments_Additio
Derivative Instruments - Additional Information (Detail) (USD $) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2014 | Jun. 30, 2013 | Oct. 31, 2009 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||
Number of shares of common stock called by warrants | 33,333 | 301,778 | 162,539 | 301,778 | 27,839 | |
Derivative warrant liability | $19,932 | |||||
Addition to Additional-Paid in Capital | 48,380 | |||||
Changes in fair value of derivative warrant liability | $28,448 | $28,448 | ($1,978) |
Warrants_Additional_Informatio
Warrants - Additional Information (Detail) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 31, 2014 | Jun. 30, 2013 | Oct. 31, 2009 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | ||||||
Warrant exercisable term | 5 years | 5 years | ||||
Number of shares of common stock called by warrants | 162,539 | 301,778 | 27,839 | 33,333 | 301,778 | |
Warrants, exercise price per share | $1 | $0.66 | $0.60 | |||
Changes in fair value of derivative warrant liability | $28,448 | $28,448 | ($1,978) | |||
Estimated fair value of warrants | 55,000 | |||||
Additional warrants issued | 48,222 | |||||
2014 Private Placement [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant exercisable term | 5 years | |||||
Number of shares of common stock called by warrants | 10,260,000 | |||||
Placement Agent Member | 2014 Private Placement [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant exercisable term | 5 years | |||||
Number of shares of common stock called by warrants | 2,047,000 | |||||
Warrants, exercise price per share | $1 | |||||
Debt instrument redemption description | These warrants have a provision that permits the Company to call and redeem the warrants after a thirty day notice period if the stock trades at $2.50 or greater on a volume weighted average basis for at least twenty consecutive trading days | |||||
Series A Convertible Preferred Stock [Member] | Investors And Former Holders Of Series A Convertible Preferred Stock [Member] | 2014 Private Placement [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant exercisable term | 5 years | |||||
Number of shares of common stock called by warrants | 11,177,612 | |||||
Warrants, exercise price per share | $1 | |||||
Interest Expense [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Changes in fair value of derivative warrant liability | 1,005 | |||||
General and Administrative Expense [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Estimated fair value of warrants | $21,910 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
Mar. 24, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Other Related Party Transactions [Line Items] | |||
Common stock share issued | 25,938,332 | 6,964,788 | |
Common stock, issued value | $2,594 | $696 | |
Common stock value per share | $0.00 | $0.00 | |
Aegis Capital Corp and Other Affiliates [Member] | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Common stock share issued | 6,000,000 | ||
Common stock, issued value | 120,000 | ||
Common stock value per share | $0.02 | ||
Director [Member] | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Common stock share issued | 450,000 | ||
Trust [Member] | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Common stock share issued | 90,000 | ||
Aegis Capital Corp [Member] | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Description of private placement | The Placement Agent has a right to appoint one member of our board of directors for a two-year term (the "Aegis Nominee"). | ||
Orchestra Medical Ventures LLC [Member] | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Compensation rate per month | 5,000 | ||
Amount paid to the service | 45,000 | 0 | |
Amount payable to the service | $15,000 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Two Thousand Fourteen Equity Incentive Plan [Member]) | 0 Months Ended | |
Jan. 01, 2015 | Dec. 31, 2014 | |
Subsequent Event [Line Items] | ||
Total shares reserved, stock option plan | 3,556,691 | |
Shares available for grant | 3,205,952 | |
Stock Options [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Increase in number of shares reserved for future grants | 1,815,683 | |
Total shares reserved, stock option plan | 8,666,017 | |
Shares available for grant | 5,109,326 |