Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 31, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | ViewRay, Inc. | |
Entity Central Index Key | 1,597,313 | |
Document Type | 10-Q | |
Trading Symbol | VRAY | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 38,200,088 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 32,064 | $ 11,129 |
Accounts receivable | 1 | 904 |
Inventory | 9,649 | 8,238 |
Deposits on purchased inventory | 5,021 | 2,798 |
Deferred cost of revenue | 4,303 | 4,712 |
Prepaid expenses and other current assets | 1,290 | 626 |
Total current assets | 52,328 | 28,407 |
Property and equipment, net | 5,296 | 2,931 |
Restricted cash | 553 | 1,053 |
Intangible assets, net | 139 | 264 |
Deferred offering costs | 1,419 | |
Other assets | 61 | 31 |
TOTAL ASSETS | 58,377 | 34,105 |
Current liabilities: | ||
Accounts payable | 1,625 | 6,134 |
Accrued liabilities | 5,014 | 4,436 |
Customer deposits | 11,412 | 6,100 |
Deferred revenue, current portion | 5,249 | 7,361 |
Long-term debt, current portion | 5,493 | |
Notes payable | 240 | |
Total current liabilities | 23,300 | 29,764 |
Long-term debt, net of current portion | 27,543 | 9,149 |
Convertible preferred stock warrant liability | 138 | |
Deferred revenue, net of current portion | 374 | |
Other long-term liabilities | 650 | 567 |
TOTAL LIABILITIES | $ 51,867 | $ 39,618 |
Commitments and contingencies (Note 8) | ||
Convertible preferred stock, par value $0.01 per share; 80,710,997 and 74,460,997 shares authorized at September 30, 2015 (unaudited) and December 31, 2014; nil and 27,654,928 shares issued and outstanding at September 30, 2015 (unaudited) and December 31, 2014; aggregate liquidation preference of nil and $146,732 at September 30, 2015 (unaudited) and December 31, 2014 | $ 145,110 | |
Stockholders’ equity (deficit): | ||
Common stock, par value of $0.01 per share; 90,000,000 and 88,000,000 shares authorized at September 30, 2015 (unaudited) and December 31, 2014; 38,200,088 and 907,037 shares issued and outstanding at September 30, 2015 (unaudited) and December 31, 2014 | $ 372 | 9 |
Additional paid-in capital | 189,073 | 1,414 |
Accumulated deficit | (182,935) | (152,046) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 6,510 | (150,623) |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 58,377 | $ 34,105 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Convertible preferred stock, shares authorized | 80,710,997 | 74,460,997 |
Convertible preferred stock, shares outstanding | 27,654,928 | |
Convertible preferred stock, aggregate liquidation preference | $ 146,732 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 90,000,000 | 88,000,000 |
Common stock, shares issued | 38,200,088 | 907,037 |
Common stock, shares outstanding | 38,200,088 | 907,037 |
Convertible Preferred Stock | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized | 80,710,997 | 74,460,997 |
Convertible preferred stock, shares issued | 27,654,928 | |
Convertible preferred stock, shares outstanding | 27,654,928 | |
Convertible preferred stock, aggregate liquidation preference | $ 146,732 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue: | ||||
Product | $ 5,020 | $ 2,435 | $ 5,119 | $ 5,702 |
Service | 56 | 159 | 419 | 229 |
Grant | 240 | 240 | ||
Total revenue | 5,316 | 2,594 | 5,778 | 5,931 |
Cost of revenue: | ||||
Product | 5,766 | 2,753 | 6,311 | 7,858 |
Service | 325 | 158 | 1,390 | 413 |
Total cost of revenue | 6,091 | 2,911 | 7,701 | 8,271 |
Gross margin | (775) | (317) | (1,923) | (2,340) |
Operating expenses: | ||||
Research and development | 2,902 | 2,291 | 7,408 | 7,451 |
Selling and marketing | 1,124 | 993 | 3,315 | 3,572 |
General and administrative | 4,282 | 3,483 | 15,779 | 9,395 |
Total operating expenses | 8,308 | 6,767 | 26,502 | 20,418 |
Loss from operations | (9,083) | (7,084) | (28,425) | (22,758) |
Interest income | 1 | 1 | 1 | |
Interest expense | (1,053) | (525) | (2,376) | (1,505) |
Other income (expense), net | (124) | 39 | (89) | 82 |
Loss before provision for income taxes | (10,260) | (7,569) | (30,889) | (24,180) |
Net loss | (10,260) | (7,569) | (30,889) | (24,180) |
Deemed capital contribution on repurchase of Series A preferred stock | 9 | |||
Net loss attributable to common stockholders | $ (10,260) | $ (7,569) | $ (30,889) | $ (24,171) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.35) | $ (8.41) | $ (2.96) | $ (27.25) |
Weighted-average common shares used to compute net loss per share attributable to common stockholders, basic and diluted | 29,157,069 | 900,062 | 10,433,051 | 887,189 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity Deficit - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Series C Convertible Preferred Stock | Private Placement | Convertible Preferred Stock | Convertible Preferred StockSeries C Convertible Preferred Stock | Common Stock | Common StockPrivate Placement | Common StockMirax | Additional Paid-in Capital | Additional Paid-in CapitalPrivate Placement | Accumulated Deficit |
Temporary equity balance at Dec. 31, 2014 | $ 145,110 | $ 30,027 | $ 145,110 | ||||||||
Temporary equity balance, shares at Dec. 31, 2014 | 27,654,928 | 5,184,589 | 27,654,928 | ||||||||
Balance at Dec. 31, 2014 | $ (150,623) | $ 9 | $ 1,414 | $ (152,046) | |||||||
Balance, shares at Dec. 31, 2014 | 907,037 | ||||||||||
Issuance of common stock from option exercises (unaudited) | $ 19 | 19 | |||||||||
Issuance of common stock from option exercises (unaudited), shares | 26,555 | 26,555 | |||||||||
Stock-based compensation (unaudited) | $ 531 | 531 | |||||||||
Issuance of Series C convertible preferred stock value | $ 15,729 | ||||||||||
Issuance stock | 2,727,059 | ||||||||||
Conversion of convertible preferred stock to common stock in connection with the Merger (unaudited) | 160,839 | $ (160,839) | $ 304 | 160,535 | |||||||
Conversion of convertible preferred stock to common stock in connection with the shares merger | (30,381,987) | 30,381,987 | |||||||||
Issuance of common stock value private placement | $ 26,224 | $ 59 | $ 26,165 | ||||||||
Issuance stock | 5,884,504 | 1,000,005 | |||||||||
Conversion of convertible preferred stock warrants to common stock warrants (unaudited) | 93 | 93 | |||||||||
Issuance of common stock warrants (unaudited) | 316 | 316 | |||||||||
Net loss (unaudited) | (30,889) | (30,889) | |||||||||
Balance (Unaudited) at Sep. 30, 2015 | $ 6,510 | $ 372 | $ 189,073 | $ (182,935) | |||||||
Balance, shares (Unaudited) at Sep. 30, 2015 | 38,200,088 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity Deficit (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Private Placement | |
Offering cost | $ 3,223 |
Series C Convertible Preferred Stock | |
Offering cost | $ 221 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (30,889) | $ (24,180) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 913 | 737 |
Stock-based compensation | 531 | 262 |
Change in fair value of convertible preferred stock warrant liability | (45) | (74) |
Inventory lower of cost and market adjustment | 995 | 598 |
Write-off of deferred offering cost | 2,920 | |
Amortization of debt discount and interest accrual | 573 | 138 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 903 | (2,004) |
Inventory | (2,406) | (3,037) |
Deposits on purchased inventory | (2,223) | (1,387) |
Deferred costs | 409 | |
Prepaid expenses and other current assets | (664) | (214) |
Accounts payable | (6,048) | 8 |
Notes payable | (240) | |
Accrued expenses and other long-term liabilities | 392 | (576) |
Customer deposits and deferred revenue | 3,574 | 2,522 |
Net cash used in operating activities | (31,305) | (27,207) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (2,906) | (1,397) |
Change in restricted cash balance | 500 | (100) |
Net cash used in investing activities | (2,406) | (1,497) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible notes, net | 3,904 | |
Repurchase of Series A convertible preferred stock | (37) | |
Proceeds from issuance of convertible preferred stock, net | 15,729 | |
Proceeds from draw down of long-term debt, net | 27,381 | |
Payments of long-term debt | (15,000) | |
Proceeds from common stock private placement, gross | 29,447 | |
Payment of offering costs related to common stock private placement | (2,302) | |
Payments of costs related to the initial public offering | (628) | |
Proceeds from the exercise of stock options | 19 | 21 |
Net cash provided by financing activities | 54,646 | 3,888 |
NET INCREASE (DECREASE) IN CASH | 20,935 | (24,816) |
CASH — BEGINNING OF PERIOD | 11,129 | 26,529 |
CASH — END OF PERIOD | 32,064 | 1,713 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 1,711 | 1,111 |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Purchase of fixed assets in accounts payable and accrued expenses | (309) | $ 150 |
Fair value of common stock warrants issued to placement agents as service payment | 316 | |
Offering cost in accounts payable and accrued expenses | $ 605 |
Background and Organization
Background and Organization | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Background and Organization | 1. Background and Organization On July 23, 2015, ViewRay, Inc. (f/k/a Mirax Corp.), or the Company, and ViewRay Technologies, Inc. (f/k/a ViewRay Incorporated), consummated an Agreement and Plan of Merger and Reorganization, or Merger Agreement. Pursuant to the Merger Agreement, the stockholders of ViewRay Technologies, Inc. contributed all of their equity interests to the Company for shares of the Company’s common stock and merged with the Company’s subsidiary, which resulted in ViewRay Technologies, Inc. becoming a wholly-owned subsidiary of the Company (the Merger). Refer to Note 4 for further information on the Merger. ViewRay, Inc. and its wholly owned subsidiary ViewRay Technologies, Inc., designs, manufactures and markets MRIdian, the first and only MRI-guided radiation therapy system to image and treat cancer patients simultaneously. Since inception, ViewRay Technologies, Inc. has devoted substantially all of its efforts towards research and development, initial selling and marketing activities, raising capital and preparing for the manufacturing and shipment of MRIdian systems. In May 2012, ViewRay Technologies, Inc. was granted clearance from the U.S. Food and Drug Administration, or FDA, to sell MRIdian. In November 2013, ViewRay Technologies, Inc. received its first clinical acceptance of a MRIdian at a customer site, and the first patient was treated with that system in January 2014. ViewRay Technologies, Inc. received permission to affix the CE mark in November 2014. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies, as described below and elsewhere in the accompanying notes to the condensed consolidated financial statements. Basis of Presentation The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP, and pursuant to the rules and regulation of the Securities and Exchanges Commission, or SEC. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation of the Company’s unaudited condensed consolidated financial statements have been included. The results of operations for the three months and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 or any future period. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2014. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allocation of revenue to its multiple deliverable elements, inventory write-downs to reflect net realizable value, assumptions used in the valuation of stock-based awards, accrued losses from purchase commitments, and valuation allowances against deferred tax assets. Actual results could differ from those estimates. Inventory Inventory consists of purchased components for assembling MRIdian systems and other direct and indirect costs associated with MRIdian system installation. Inventory is stated at the lower of cost or market value. All inventories expected to be placed in service during ViewRay Technologies, Inc. normal operating cycle for the delivery and assembly of MRIdian systems, including items expected to be on hand for more than one year, are classified as current assets. Effective January 1, 2015, ViewRay Technologies, Inc. made a voluntary change to its accounting policy for inventory cost basis. Under the previous accounting policy, the Company recorded inventory items on a first-in, first-out basis through specific identification. Purchased components were assigned to each MRIdian system at original cost. Under the new accounting policy, ViewRay Technologies, Inc. recorded inventory at weighted average cost basis. The Company believes that this change is preferable because it will be more efficient for the Company to keep track of its inventory cost. The first-in, first-out cost basis through specific identification accounting policy was manageable at the time since ViewRay Technologies, Inc. had limited MRIdian system installations (one MRIdian system installation during the year ended December 31, 2013, and another two MRIdian system installation during the year ended December 31, 2014). However, due to the Company’s growing business and sales, the number of planned MRIdian system installation has been increasing. Purchased components are no longer assigned to specific MRIdian system installation. Along with the Company’s increased components purchasing activities, the new accounting policy will significantly reduce the Company’s burden and cost of inventory management. In accordance with applicable accounting literature, a change in inventory cost basis is treated as a change in accounting principle and requires retrospective application. The accounting policy change has no cumulative effect on ViewRay Technologies, Inc. annual statements of operations prior to January 1, 2015, an immaterial effect on ViewRay Technologies, Inc. interim condensed consolidated statements of operations for the year ended December 31, 2014. Therefore, no retrospective adjustment of the Company’s annual consolidated financial statements are required, and the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2014 is not revised for the immaterial impact from the accounting policy change. Recent Accounting Pronouncements In July 2015 the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In April 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Going Concern | 3. Going Concern The Company’s unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. There are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. |
Merger
Merger | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Merger | 4. Merger On July 23, 2015, ViewRay, Inc. (f/k/a Mirax Corp.), or the Company, and ViewRay Technologies, Inc. (f/k/a ViewRay Incorporated), consummated an Agreement and Plan of Merger and Reorganization, or Merger Agreement. Pursuant to the Merger Agreement, the stockholders of ViewRay Technologies, Inc. contributed all of their equity interests to the Company for shares of the Company’s common stock and merged with the Company’s subsidiary, which resulted in ViewRay Technologies, Inc. becoming a wholly-owned subsidiary of the Company (the Merger). Effective as of July 23, 2015, the Company amended and restated its Certificate of Incorporation to increase its authorized common stock to 300,000,000 shares and 10,000,000 shares of “blank check” preferred stock, par value of $0.01 per share. Upon the closing of the Merger, under the terms of the Split-Off Agreement, dated July 23, 2015 among the Company, ViewRay Technologies, Inc and Vesuvius Acquisition Sub, Inc., the acquisition subsidiary of the Company (the Split-Off Agreement), and a general release agreement dated July 23, 2015 (the General Release Agreement), the Company transferred all of its pre-Merger operating assets and liabilities to wholly- owned special-purpose subsidiary incorporated in Nevada, Vesuvius Acquisition Sub, Inc. (the Split-Off Subsidiary). Thereafter, the Company transferred all of the outstanding shares of capital stock of the Split-Off Subsidiary to certain pre-Merger insiders of the Company in exchange for the surrender and cancellation of shares of the Company’s common stock held by such persons. Together with the Merger, on July 23, 2015, ViewRay Technologies, Inc. effected a 2.975-for-1 stock split of its then outstanding common stock and convertible preferred stock (collectively referred to as “Capital Stock”) and convertible preferred stock warrants, in which (i) each share of outstanding Capital Stock was increased into 2.975 shares of Capital Stock; (ii) the number of outstanding options to purchase each Capital Stock was proportionately increased on a 2.975-for-1 basis; (iii) number of shares reserved for future option grants under the 2008 Plan were proportionately increased on a 2.975-for-1 basis; (iv) the exercise price of each such outstanding option was proportionately decreased on a 2.975-for-1 basis; and (v) each share of outstanding convertible preferred stock warrant was increased into 2.975 shares of convertible preferred stock warrant. All of the share and per share amounts have been adjusted, on a retroactive basis, to reflect this 2.975-for-1 stock split. At the closing of the Merger, the Company conducted a private placement offering, or the Private Placement, of its securities for $26.2 million, net of offering cost, through the sale of 5,884,504 shares of the common stock of the surviving corporation, at an offering price of $5.00 per share. Investors in ViewRay Technologies, Inc. purchased $17.0 million of shares in the Private Placement. Certain shareholders of the Company retained, after giving effect to the Split-Off, 1,000,005 shares of the common stock of the surviving corporation upon the Private Placement. The former stockholders of ViewRay Technologies Inc. collectively own approximately 90.9% of the outstanding shares of the Company’s common stock. Immediately following the closing of the Merger, the Company’s outstanding shares of common stock (on a fully diluted basis) are owned as follows: • • • • • • The Merger is being accounted for as a reverse-merger and recapitalization. ViewRay Technologies, Inc. is the acquirer for financial reporting purposes, and ViewRay, Inc. is the acquired company under the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combination. Consequently, the assets, liabilities and operations that will be reflected in the historical consolidated financial statements prior to the Merger will be those of ViewRay Technologies, Inc. and will be recorded at the historical cost basis, and the condensed consolidated financial statements after completion of the Merger will include the assets, liabilities and results of operations of ViewRay Technologies, Inc. up to the day prior to the closing of the Merger and the assets, liabilities and results of operations of the combined company from and after the closing date of the Merger. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | 5 . Balance Sheet Components Property and Equipment Property and equipment consisted of the following (in thousands): September 30, 2015 December 31, 2014 (Unaudited) Prototype $ 6,471 $ 6,342 Machine and equipment 5,605 4,214 Leasehold improvements 1,274 1,270 Furniture and fixtures 347 263 Software 790 647 Construction in progress 1,402 — Property and equipment, gross 15,889 12,736 Less: accumulated depreciation and amortization (10,593 ) (9,805 ) Property and equipment, net $ 5,296 $ 2,931 Depreciation and amortization expense related to property and equipment was $280 thousand, $207 thousand, $788 thousand and $612 thousand during the three months ended September 30, 2015 and 2014 and the nine months ended September 30, 2015 and 2014, respectively. Intangible Assets Intangible assets consisted of the following (in thousands): September 30, 2015 December 31, 2014 (Unaudited) Intangible assets – license cost $ 500 $ 500 Accumulated amortization (361 ) (236 ) Intangible assets, net $ 139 $ 264 Intangible amortization expense was $42 thousand, $42 thousand, $125 thousand and $125 thousand during the three months ended September 30, 2015 and 2014 and the nine months ended September 30, 2015 and 2014, respectively, which were recorded in general and administrative expenses in the condensed consolidated statements of operations. At September 30, 2015, the estimated future amortization expense of purchased intangible assets was as follows (in thousands): Year Ending December 31, Estimated Amortization Expense (Unaudited) The remainder of 2015 $ 42 2016 97 Total amortization expense $ 139 Accrued Liabilities Accrued liabilities consisted of the following (in thousands): September 30, 2015 December 31, 2014 (Unaudited) Accrued payroll and related benefits $ 1,779 $ 1,652 Accrued accounts payable 478 946 Sales tax and medical device excise tax payable 33 499 Accrued legal and accounting 410 901 Accrued interest — 142 Accrued debt facility fee 1,500 — Other 814 296 Total accrued liabilities $ 5,014 $ 4,436 Deferred Revenue Deferred revenue consisted of the following (in thousands): September 30, 2015 December 31, 2014 (Unaudited) Deferred revenue: Product $ 5,050 $ 6,919 Services 573 442 Total deferred revenue 5,623 7,361 Less: current portion of deferred revenue (5,249 ) (7,361 ) Noncurrent portion of deferred revenue $ 374 $ — |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 6 . Fair Value of Financial Instruments The Company’s financial instruments that are carried at fair value mainly consist of Level 1 assets and Level 3 liabilities. Level 1 assets include highly liquid bank deposits and money market funds, which were not material at September 30, 2015 and December 31, 2014. Level 3 liabilities consist of the convertible preferred stock warrant liability. The convertible preferred stock warrant liability was valued using the Black-Scholes option-pricing model. Generally, increases (decreases) in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value of the warrant (see Note 8). The convertible preferred stock warrants were issued in December 2013 and were still outstanding at December 31, 2014. In July 2015, upon the Merger of the Company and ViewRay Technologies, Inc., and the Private Placement, the convertible preferred stock warrants were converted into warrants to purchase the Company’s common stock. The aggregate fair value of these warrants upon the closing of the Merger is $93 thousand which was reclassified from liabilities to common stock additional paid-in-capital, a component of condensed consolidated stockholder’s equity (deficit), and the Company ceased recording further related periodic fair value change adjustments. The following table sets forth the fair value of the Company’s financial liabilities by level within the fair value hierarchy (in thousands): At September 30, 2015 Level 1 Level 2 Level 3 Total (Unaudited) Convertible preferred stock warrant liability $ — $ — $ — $ — At December 31, 2014 Level 1 Level 2 Level 3 Total Convertible preferred stock warrant liability $ — $ — $ 138 $ 138 The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands): Nine Months Ended 2015 (Unaudited) Fair value, beginning of period $ 138 Change in fair value of Level 3 financial liabilities (45 ) Reclassification of preferred stock warrant liabilities to additional paid-in-capital in conjunction with the conversion of the convertible preferred stock into common stock upon closing of the Merger (93 ) Fair value, end of period $ — The gains and losses from re-measurement of Level 3 financial liabilities are recorded as part of other income (expense), net in the condensed consolidated statements of operations. |
Term Loan
Term Loan | 9 Months Ended |
Sep. 30, 2015 | |
Debt Instruments [Abstract] | |
Term Loan | 7 . Term Loan 2015 Term Loan On June 26, 2015, ViewRay Technologies, Inc. entered into a Term Loan Agreement, or the Term Loan, with Capital Royalty Partners II L.P and Parallel Investment Opportunities Partners II L.P or together, CRG, for up to $50.0 million of which $30.0 million was made available to us upon closing with the remaining $20.0 million to be available on or before June 26, 2016 at our option upon the occurrence of either (i) an initial public offering of our common stock on a nationally recognized securities exchange that raises a minimum of $40.0 million in net cash proceeds with a minimum of $120.0 million post-money valuation, or Qualifying IPO, or (ii) achievement of a minimum of $25.0 million gross revenue from the sales of the MRIdian system during any consecutive 12 months before March 31, 2016. We drew down the first $30.0 million on closing date. The Term Loan has a maturity date of June 26, 2020 and bears cash interest at a rate of 12.5% per annum to be paid quarterly during the first 3 years, or the interest-payment-only period. The interest-payment-only period can be extended for another year until June 26, 2019 if the Company completes a Qualifying IPO on or before June 26, 2018. During the interest-payment-only period, the Company has the option to elect to pay only 8% of the 12.5% per annum interest in cash, and the remaining 4.5% of the 12.5% per annum interest as compounded interest, or deferred payment in-kind interest, added to the aggregate principal amount of the Term Loan. Principal payment and any deferred payment in-kind interest will be paid quarterly in equal installments following the end of the interest-payment-only period through maturity date. The Term Loan is subject to a prepayment penalty of 3% on the outstanding balance during the first 12 months following the funding of the Term Loan, 2% on the outstanding balance after year 1 but on or before year 2, 1% on the outstanding balance after year 2 but on or before year 3, and 0% on the outstanding loan if prepaid after year 3 thereafter until maturity. The Term Loan is also subject to a facility fee of 5% based on the sum of the Term Loan drawn and any outstanding payment in-kind payable on maturity date or the date such Term Loan becomes due for whatever reason. All direct financing costs were accounted for as a discount on the Term Loan and will be amortized to interest expense during the life of the Term Loan using the effective interest method. The Term Loan is subject to financial covenants and is collateralized by essentially all our assets and limits the Company’s ability with respect to additional indebtedness, investments or dividends, among other things, subject to customary exceptions. On June 26, 2015, ViewRay Technologies, Inc paid off in full the outstanding term loan, the related interest and other penalty fee with Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc., or together, Hercules, using part of the proceeds received from the CRG Term Loan. Hercules Term Loan was entered in December 2013. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8 . Commitments and Contingencies Operating Leases The Company leases office space in Oakwood Village, Ohio and Mountain View, California under non-cancellable operating leases. At December 31, 2014, the future minimum payments for the operating leases are as follows (in thousands): Year Ending December 31, Future Payments 2015 $ 1,086 2016 1,113 2017 1,106 2018 963 2019 and thereafter 823 Total future minimum payments $ 5,091 Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. In the normal course of business, the Company may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. At September 30, 2015 and December 31, 2014, the Company was not involved in any material legal proceedings. Purchase Commitments At September 30, 2015, the Company had no outstanding firm purchase commitments. |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Convertible Preferred Stock | 9 . Convertible Preferred Stock In January 2015, the Company issued an aggregate of 162,407 shares of Series C convertible preferred stock to a new investor at a price of $5.84 per share for a total gross consideration of $950 thousand. In February 2015, the Company issued 2,564,652 shares of Series C convertible preferred stock to another investor at a price of $5.84 per share for total gross consideration of $15.0 million. The rights, privileges and preferences of the issued Series C convertible preferred stock in January and February 2015 are the same as the Series C convertible preferred stock outstanding as of December 31, 2014. On July 23, 2015, upon the closing of the Merger, all of ViewRay Technologies, Inc.’s 30,381,987 shares of outstanding convertible preferred stock were converted into the Company’s common stock at a 1:1 conversion rate. Convertible preferred stock as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands, except share data): September 30, 2015 Shares Authorized Shares Issued and Outstanding Aggregate Liquidation Preference Net Carrying Value (Unaudited) Series A 398,500 — $ — $ — Series B 60,500,000 — — — Series C 19,812,497 — — — Total 80,710,997 — $ — $ — December 31, 2014 Shares Authorized Shares Issued and Outstanding Aggregate Liquidation Preference Net Carrying Value Series A 398,500 162,109 $ 3,004 $ 3,003 Series B 60,500,000 22,308,230 113,405 112,080 Series C 13,562,497 5,184,589 30,323 30,027 Total 74,460,997 27,654,928 $ 146,732 $ 145,110 |
Stock Warrant
Stock Warrant | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stock Warrant | 10. Stock Warrant Related to a 2013 debt financing, the Company issued a warrant to purchase 128,231 shares of Series C convertible preferred stock. The convertible preferred stock warrant was recorded as a liability and is adjusted to fair value at each balance sheet date, with the change in fair value being recorded as a component of other income (expense), net in the condensed consolidated statements of operations. Upon issuance, the fair value of the warrant was estimated to be $158 thousand. As of December 31, 2014, the warrant had not been exercised and was still outstanding. Change in the fair value of the warrant was ($6) thousand and $19 thousand for the three months ended September 30, 2015 and 2014, and $45 thousand and $74 thousand for the nine months ended September 30, 2015 and 2014, were recognized in the condensed consolidated statements of operations. All shares of Series C convertible preferred stock were converted into common stock, and the warrant to purchase Series C convertible preferred stock was converted into the warrant to purchase 128,231 shares of the Company’s common stock, upon the closing of the Merger on July 23, 2015. The fair value of the preferred stock warrant liability of $93 thousand was reclassed into common stock additional paid-in capital in the accompanying balance sheets for the nine months ended September 30, 2015. Related to the Merger and the Private Placement, in July and August 2015, the Company issued 198,760 shares of common stock warrants at an exercise price of $5.00 per share to private placement agents as payment for services provided. These placement warrants are exercisable at any time at the option of the holder until the five year anniversary of its date of issuance. The number of shares of common stock issuable upon the exercise of each placement warrant is adjustable in the event of certain stock dividends, stock splits, combinations of shares and similar transactions. Upon exercise, the aggregate exercise price of the warrants issued are payable by the holders in cash. The Company estimated the aggregate fair value of the warrants issued to placement agents as of the grant date to be $316 thousand and recorded as an offering cost against the total proceeds from the Private Placement recorded in common stock additional paid-in capital in the accompanying condensed consolidated balance sheets and condensed consolidated statements of convertible preferred stock and stockholders equity (deficit) as of September 30, 2015. Pursuant to ASC 815-15 and ASC 815-40, the fair value of the placement warrants was recorded as equity awards on the grant date. The placement warrants were valued at their grant dates using the Black-Scholes pricing model and the following weighted average assumptions: September 30, 2015 Common Stock Warrant: Expected term (in years) 5.0 Expected volatility 31.8% Risk-free interest rate 1.6% Expected dividend yield 0% |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 11 . Stock-Based Compensation A summary of the Company’s stock option activity and related information is as follows: Options Outstanding Shares Available for Grant Number of Stock Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual (Years) Aggregate Intrinsic Value (In thousands) Balance at December 31, 2014 295,101 4,248,519 $ 0.76 7.7 $ 8,343 Additional authorized (unaudited) 4,708,447 Granted (unaudited) (1,911,137 ) 1,911,137 5.04 Exercised (unaudited) — (26,555 ) 0.73 Cancelled (unaudited) 121,941 (121,941 ) 1.30 Balance at September 30, 2015 (unaudited) 3,214,352 6,011,160 $ 2.11 7.8 $ 18,755 Vested and exercisable at September 30, 2015 (unaudited) 2,911,734 $ 0.82 6.5 $ 12,702 Vested and expected to vest at September 30, 2015 (unaudited) 4,576,826 $ 1.88 7.6 $ 15,329 The weighted-average grant date fair value of options granted to employees was $3.13 per share during the nine months ended September 30, 2015. The grant date fair value of options vested was $390 thousand during nine months ended September 30, 2015. Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. At September 30, 2015, total unrecognized compensation cost related to stock-based awards granted to employees, net of estimated forfeitures, was $5.6 million which is expected to be recognized over a weighted-average period of 3.5 years. Determination of Fair Value The determination of the fair value of stock options on the date of grant using an option-pricing model is affected by the estimated fair value of the Company’s common stock, as well as assumptions regarding a number of complex and subjective variables. The variables used to calculate the fair value of stock options using the Black-Scholes option-pricing model include actual and projected employee stock option exercise behaviors, expected price volatility of the Company’s common stock, the risk-free interest rate and expected dividends. Each of these inputs is subjective and generally requires significant judgment to determine. Fair Value of Common Stock Prior to the Merger, the fair value of the common stock underlying the stock-based awards was determined by ViewRay Technologies, Inc.’s board of directors, with input from management and third-party valuations. Post Merger, our common stock shares are listed on the OTC Bulletin Board. Fair value of the common stock is the adjusted closing price of the Company’s common stock on the trading date. Expected Term The expected term represents the period that the Company’s option awards are expected to be outstanding. The Company considers several factors in estimating the expected term of options granted, including the expected lives used by a peer group of companies within the Company’s industry that the Company considers to be comparable to its business and the historical option exercise behavior of its employees, which the Company believes is representative of future behavior. Expected Volatility As the Company does not have a sufficient trading history for its common stock, the expected stock price volatility for the Company’s common stock was estimated by taking the average historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. Industry peers consist of several public companies in the Company’s industry which were the same as the comparable companies used in the common stock valuation analysis. The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of its own share price becomes available, or unless circumstances change such that the identified companies are no longer similar to the Company, in which case, more suitable companies whose share prices are publicly available would be used in the calculation. Risk-Free Interest Rate The risk-free interest rate is based on the zero coupon U.S. Treasury notes, with maturities similar to the expected term of the options. Expected Dividend Yield The Company does not anticipate paying any dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero in the Black-Scholes option-valuation model. In addition to the Black-Scholes assumptions discussed immediately above, the estimated forfeiture rate also has a significant impact on the related stock-based compensation. The forfeiture rate of stock options is estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. For the nine months ended September 30, 2015, the weighted average fair value of employee stock options was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions. 1,911,137 shares were granted during the nine months ended September 30, 2015. Nine Months Ended September 2015 (Unaudited) Expected term (in years) 6.0 Expected volatility% 68.7% Risk-free interest rate% 1.8% Expected dividend yield% 0.0% Stock-Based Compensation Expense Total stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations is classified as follows (in thousands): Three Nine Months Ended September 30, 2015 2014 2015 2014 (Unaudited) Research and development $ 95 $ 14 $ 143 $ 70 Selling and marketing 16 3 26 11 General and administrative 272 41 362 181 Total stock-based compensation expense $ 383 $ 58 $ 531 $ 262 During the three months and nine months ended September 30, 2015 and 2014, there were no stock-based compensation expenses capitalized as a component of inventory or recognized in cost of revenue. Stock-based compensation relating to stock-based awards granted to consultants was insignificant for the three months and nine months ended September 30, 2015 and 2014. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 12 . Net Loss per Share The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented (in thousands, except share and per share data): Three Nine Months Ended September 30, 2015 2014 2015 2014 (Unaudited) Net loss $ (10,260 ) $ (7,569 ) $ (30,889 ) $ (24,180 ) Gain due to repurchase of Series A preferred stock — — — 9 Net loss attributable to common stockholders $ (10,260 ) $ (7,569 ) $ (30,889 ) $ (24,171 ) Weighted-average common shares used in computing net loss per share, basic and diluted 29,157,069 900,062 10,433,051 887,189 Net loss per share, basic and diluted $ (0.35 ) $ (8.41 ) $ (2.96 ) $ (27.25 ) The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (Unaudited) Convertible preferred stock (if converted) 7,265,258 25,034,977 22,138,427 25,035,220 Options to purchase common stock 5,535,394 4,164,151 4,701,033 3,627,700 Stock warrants (if converted) 269,079 128,231 175,696 128,231 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 1 3 . Subsequent Events The Company has evaluated subsequent events through November 16, 2015, the date on which these condensed consolidated financial statements were issued. No significant subsequent events to this date would have had material impact on the Company’s condensed consolidated financial statements as of and for the nine months ended September 30, 2015. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP, and pursuant to the rules and regulation of the Securities and Exchanges Commission, or SEC. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation of the Company’s unaudited condensed consolidated financial statements have been included. The results of operations for the three months and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 or any future period. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2014. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allocation of revenue to its multiple deliverable elements, inventory write-downs to reflect net realizable value, assumptions used in the valuation of stock-based awards, accrued losses from purchase commitments, and valuation allowances against deferred tax assets. Actual results could differ from those estimates. |
Inventory | Inventory Inventory consists of purchased components for assembling MRIdian systems and other direct and indirect costs associated with MRIdian system installation. Inventory is stated at the lower of cost or market value. All inventories expected to be placed in service during ViewRay Technologies, Inc. normal operating cycle for the delivery and assembly of MRIdian systems, including items expected to be on hand for more than one year, are classified as current assets. Effective January 1, 2015, ViewRay Technologies, Inc. made a voluntary change to its accounting policy for inventory cost basis. Under the previous accounting policy, the Company recorded inventory items on a first-in, first-out basis through specific identification. Purchased components were assigned to each MRIdian system at original cost. Under the new accounting policy, ViewRay Technologies, Inc. recorded inventory at weighted average cost basis. The Company believes that this change is preferable because it will be more efficient for the Company to keep track of its inventory cost. The first-in, first-out cost basis through specific identification accounting policy was manageable at the time since ViewRay Technologies, Inc. had limited MRIdian system installations (one MRIdian system installation during the year ended December 31, 2013, and another two MRIdian system installation during the year ended December 31, 2014). However, due to the Company’s growing business and sales, the number of planned MRIdian system installation has been increasing. Purchased components are no longer assigned to specific MRIdian system installation. Along with the Company’s increased components purchasing activities, the new accounting policy will significantly reduce the Company’s burden and cost of inventory management. In accordance with applicable accounting literature, a change in inventory cost basis is treated as a change in accounting principle and requires retrospective application. The accounting policy change has no cumulative effect on ViewRay Technologies, Inc. annual statements of operations prior to January 1, 2015, an immaterial effect on ViewRay Technologies, Inc. interim condensed consolidated statements of operations for the year ended December 31, 2014. Therefore, no retrospective adjustment of the Company’s annual consolidated financial statements are required, and the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2014 is not revised for the immaterial impact from the accounting policy change. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2015 the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In April 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): September 30, 2015 December 31, 2014 (Unaudited) Prototype $ 6,471 $ 6,342 Machine and equipment 5,605 4,214 Leasehold improvements 1,274 1,270 Furniture and fixtures 347 263 Software 790 647 Construction in progress 1,402 — Property and equipment, gross 15,889 12,736 Less: accumulated depreciation and amortization (10,593 ) (9,805 ) Property and equipment, net $ 5,296 $ 2,931 |
Summary of Intangible Assets | Intangible assets consisted of the following (in thousands): September 30, 2015 December 31, 2014 (Unaudited) Intangible assets – license cost $ 500 $ 500 Accumulated amortization (361 ) (236 ) Intangible assets, net $ 139 $ 264 |
Summary of Estimated Future Amortization Expense | At September 30, 2015, the estimated future amortization expense of purchased intangible assets was as follows (in thousands): Year Ending December 31, Estimated Amortization Expense (Unaudited) The remainder of 2015 $ 42 2016 97 Total amortization expense $ 139 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): September 30, 2015 December 31, 2014 (Unaudited) Accrued payroll and related benefits $ 1,779 $ 1,652 Accrued accounts payable 478 946 Sales tax and medical device excise tax payable 33 499 Accrued legal and accounting 410 901 Accrued interest — 142 Accrued debt facility fee 1,500 — Other 814 296 Total accrued liabilities $ 5,014 $ 4,436 |
Schedule of Deferred Revenue | Deferred revenue consisted of the following (in thousands): September 30, 2015 December 31, 2014 (Unaudited) Deferred revenue: Product $ 5,050 $ 6,919 Services 573 442 Total deferred revenue 5,623 7,361 Less: current portion of deferred revenue (5,249 ) (7,361 ) Noncurrent portion of deferred revenue $ 374 $ — |
Fair Value of Financial Instr23
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Liabilities | The following table sets forth the fair value of the Company’s financial liabilities by level within the fair value hierarchy (in thousands): At September 30, 2015 Level 1 Level 2 Level 3 Total (Unaudited) Convertible preferred stock warrant liability $ — $ — $ — $ — At December 31, 2014 Level 1 Level 2 Level 3 Total Convertible preferred stock warrant liability $ — $ — $ 138 $ 138 |
Summary of Changes in Fair Value of Level 3 Financial Liabilities | The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands): Nine Months Ended 2015 (Unaudited) Fair value, beginning of period $ 138 Change in fair value of Level 3 financial liabilities (45 ) Reclassification of preferred stock warrant liabilities to additional paid-in-capital in conjunction with the conversion of the convertible preferred stock into common stock upon closing of the Merger (93 ) Fair value, end of period $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Lease Agreements | At December 31, 2014, the future minimum payments for the operating leases are as follows (in thousands): Year Ending December 31, Future Payments 2015 $ 1,086 2016 1,113 2017 1,106 2018 963 2019 and thereafter 823 Total future minimum payments $ 5,091 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Components of Convertible Preferred Stock | Convertible preferred stock as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands, except share data): September 30, 2015 Shares Authorized Shares Issued and Outstanding Aggregate Liquidation Preference Net Carrying Value (Unaudited) Series A 398,500 — $ — $ — Series B 60,500,000 — — — Series C 19,812,497 — — — Total 80,710,997 — $ — $ — December 31, 2014 Shares Authorized Shares Issued and Outstanding Aggregate Liquidation Preference Net Carrying Value Series A 398,500 162,109 $ 3,004 $ 3,003 Series B 60,500,000 22,308,230 113,405 112,080 Series C 13,562,497 5,184,589 30,323 30,027 Total 74,460,997 27,654,928 $ 146,732 $ 145,110 |
Stock Warrant (Tables)
Stock Warrant (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Summary of Assumptions to Use Option Pricing Model | The placement warrants were valued at their grant dates using the Black-Scholes pricing model and the following weighted average assumptions: September 30, 2015 Common Stock Warrant: Expected term (in years) 5.0 Expected volatility 31.8% Risk-free interest rate 1.6% Expected dividend yield 0% |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Company's Stock Option Activity and Related Information | A summary of the Company’s stock option activity and related information is as follows: Options Outstanding Shares Available for Grant Number of Stock Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual (Years) Aggregate Intrinsic Value (In thousands) Balance at December 31, 2014 295,101 4,248,519 $ 0.76 7.7 $ 8,343 Additional authorized (unaudited) 4,708,447 Granted (unaudited) (1,911,137 ) 1,911,137 5.04 Exercised (unaudited) — (26,555 ) 0.73 Cancelled (unaudited) 121,941 (121,941 ) 1.30 Balance at September 30, 2015 (unaudited) 3,214,352 6,011,160 $ 2.11 7.8 $ 18,755 Vested and exercisable at September 30, 2015 (unaudited) 2,911,734 $ 0.82 6.5 $ 12,702 Vested and expected to vest at September 30, 2015 (unaudited) 4,576,826 $ 1.88 7.6 $ 15,329 |
Schedule of Weighted-Average Assumptions Fair Value of Employee Stock Options Estimated Date of Grant Using Black-Scholes Option-Pricing Model | For the nine months ended September 30, 2015, the weighted average fair value of employee stock options was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions. 1,911,137 shares were granted during the nine months ended September 30, 2015. Nine Months Ended September 2015 (Unaudited) Expected term (in years) 6.0 Expected volatility% 68.7% Risk-free interest rate% 1.8% Expected dividend yield% 0.0% |
Summary of Stock-Based Compensation Expense | Total stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations is classified as follows (in thousands): Three Nine Months Ended September 30, 2015 2014 2015 2014 (Unaudited) Research and development $ 95 $ 14 $ 143 $ 70 Selling and marketing 16 3 26 11 General and administrative 272 41 362 181 Total stock-based compensation expense $ 383 $ 58 $ 531 $ 262 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Computation of Company's Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented (in thousands, except share and per share data): Three Nine Months Ended September 30, 2015 2014 2015 2014 (Unaudited) Net loss $ (10,260 ) $ (7,569 ) $ (30,889 ) $ (24,180 ) Gain due to repurchase of Series A preferred stock — — — 9 Net loss attributable to common stockholders $ (10,260 ) $ (7,569 ) $ (30,889 ) $ (24,171 ) Weighted-average common shares used in computing net loss per share, basic and diluted 29,157,069 900,062 10,433,051 887,189 Net loss per share, basic and diluted $ (0.35 ) $ (8.41 ) $ (2.96 ) $ (27.25 ) |
Anti-Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (Unaudited) Convertible preferred stock (if converted) 7,265,258 25,034,977 22,138,427 25,035,220 Options to purchase common stock 5,535,394 4,164,151 4,701,033 3,627,700 Stock warrants (if converted) 269,079 128,231 175,696 128,231 |
Merger - Additional Information
Merger - Additional Information (Details) $ / shares in Units, $ in Millions | Jul. 23, 2015USD ($)$ / sharesshares | Sep. 30, 2015shares | Dec. 31, 2014shares |
Business Acquisition [Line Items] | |||
Common stock, shares authorized | 300,000,000 | 90,000,000 | 88,000,000 |
Reverse stock split, description | On July 23, 2015, ViewRay Technologies, Inc. effected a 2.975-for-1 stock split of its then outstanding common stock and convertible preferred stock (collectively referred to as “Capital Stock”) and convertible preferred stock warrants, in which (i) each share of outstanding Capital Stock was increased into 2.975 shares of Capital Stock; (ii) the number of outstanding options to purchase each Capital Stock was proportionately increased on a 2.975-for-1 basis; (iii) number of shares reserved for future option grants under the 2008 Plan were proportionately increased on a 2.975-for-1 basis; (iv) the exercise price of each such outstanding option was proportionately decreased on a 2.975-for-1 basis; and (v) each share of outstanding convertible preferred stock warrant was increased into 2.975 shares of convertible preferred stock warrant. All of the share and per share amounts have been adjusted, on a retroactive basis, to reflect this 2.975-for-1 stock split. | ||
Reverse stock split, conversion ratio | 2.975 | ||
Common stock, shares outstanding | 38,200,088 | 907,037 | |
Options to purchase shares granted to employees | 1,911,137 | ||
Common stock shares adopted under ESPP | 285,621 | ||
2008 Stock and 2015 Equity Incentive Plan | |||
Business Acquisition [Line Items] | |||
Percentage of common stock on diluted basis | 19.30% | ||
Common stock reserved for issuance | 9,225,397 | ||
2015 Equity Incentive Plan | |||
Business Acquisition [Line Items] | |||
Options to purchase shares granted to employees | 1,507,147 | ||
Former Holders Of View Ray Technologies, Inc | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 34,715,582 | ||
Percentage of stock owned by former stockholders | 72.70% | ||
Convertible warrants | 128,231 | ||
Percentage of common stock warrants on diluted basis | 0.30% | ||
Placement Agents | |||
Business Acquisition [Line Items] | |||
Percentage of common stock on diluted basis | 0.40% | ||
Common stock issued as warrants | 198,760 | ||
Holders of Mirax | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 1,000,005 | ||
Percentage of common stock on diluted basis | 2.10% | ||
Private Placement | |||
Business Acquisition [Line Items] | |||
Private placement, value | $ | $ 26.2 | ||
Private placement, common shares | 5,884,504 | ||
Sales of share common stock, per share | $ / shares | $ 5 | ||
Percentage of common stock on diluted basis | 12.30% | ||
Private Placement | Investor | |||
Business Acquisition [Line Items] | |||
Private placement, value | $ | $ 17 | ||
Private Placement | Share Holders of Mirax | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 1,000,005 | ||
Private Placement | Majority Shareholder | |||
Business Acquisition [Line Items] | |||
Percentage of stock owned by former stockholders | 90.90% | ||
Private Placement | Former Holders Of View Ray Technologies, Inc | |||
Business Acquisition [Line Items] | |||
Private placement, common shares | 3,400,003 | ||
Private Placement | New Share Holders | |||
Business Acquisition [Line Items] | |||
Private placement, common shares | 2,484,501 | ||
Blank Check Preferred Stock | |||
Business Acquisition [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | ||
Preferred stock, par value | $ / shares | $ 0.01 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 15,889 | $ 12,736 |
Less: accumulated depreciation and amortization | (10,593) | (9,805) |
Property and equipment, net | 5,296 | 2,931 |
Prototype | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,471 | 6,342 |
Machine and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5,605 | 4,214 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,274 | 1,270 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 347 | 263 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 790 | $ 647 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,402 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Depreciation and amortization | $ 280 | $ 207 | $ 788 | $ 612 |
Amortization of intangible assets | $ 42 | $ 42 | $ 125 | $ 125 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Balance Sheet Related Disclosures [Abstract] | ||
Intangible assets – license cost | $ 500 | $ 500 |
Accumulated amortization | (361) | (236) |
Intangible assets, net | $ 139 | $ 264 |
Balance Sheet Components - Su33
Balance Sheet Components - Summary of Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Balance Sheet Related Disclosures [Abstract] | ||
The remainder of 2015 | $ 42 | |
2,016 | 97 | |
Intangible assets, net | $ 139 | $ 264 |
Balance Sheet Components - Sc34
Balance Sheet Components - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Accrued payroll and related benefits | $ 1,779 | $ 1,652 |
Accrued accounts payable | 478 | 946 |
Sales tax and medical device excise tax payable | 33 | 499 |
Accrued legal and accounting | 410 | 901 |
Accrued interest | 142 | |
Accrued debt facility fee | 1,500 | |
Other | 814 | 296 |
Total accrued liabilities | $ 5,014 | $ 4,436 |
Balance Sheet Components - Sc35
Balance Sheet Components - Schedule of Deferred Revenue (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred Revenue [Line Items] | ||
Total deferred revenue | $ 5,623 | $ 7,361 |
Total deferred revenue | 5,623 | 7,361 |
Less: current portion of deferred revenue | (5,249) | (7,361) |
Deferred revenue, net of current portion | 374 | |
Product | ||
Deferred Revenue [Line Items] | ||
Total deferred revenue | 5,050 | 6,919 |
Total deferred revenue | 5,050 | 6,919 |
Services | ||
Deferred Revenue [Line Items] | ||
Total deferred revenue | 573 | 442 |
Total deferred revenue | $ 573 | $ 442 |
Fair Value of Financial Instr36
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 23, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Convertible preferred stock warrant liability | $ 93 | $ 138 |
Fair Value of Financial Instr37
Fair Value of Financial Instruments - Schedule of Fair Value of Financial Liabilities (Detail) - Convertible Preferred Stock Warrant Liability $ in Thousands | Dec. 31, 2014USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Convertible preferred stock warrant liability | $ 138 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Convertible preferred stock warrant liability | $ 138 |
Fair Value of Financial Instr38
Fair Value of Financial Instruments - Summary of Changes in Fair Value of Level 3 Financial Liabilities (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value, beginning of period | $ 138 |
Change in fair value of Level 3 financial liabilities | (45) |
Reclassification of preferred stock warrant liabilities to additional paid-in-capital in conjunction with the conversion of the convertible preferred stock into common stock upon closing of the Merger | $ (93) |
Term Loan - Additional Informat
Term Loan - Additional Information (Detail) - 2015 Term Loan - USD ($) | Jun. 26, 2015 | Sep. 30, 2015 |
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 50,000,000 | |
Current borrowing capacity | 30,000,000 | |
Remaining borrowing capacity | 20,000,000 | |
Required minimum proceeds from IPO | 40,000,000 | |
Required minimum post money valuation after IPO | 120,000,000 | |
Debt drawn | $ 30,000,000 | |
Debt maturity date | Jun. 26, 2020 | |
Frequency of periodic payment | Quarterly | |
Facility fee | 5.00% | |
First 12 months | ||
Debt Instrument [Line Items] | ||
Debt instrument cash interest rate percentage | 12.50% | |
Debt instrument cash interest rate percentage | 8.00% | |
Deferred payment in-kind interest rate | 4.50% | |
Prepayment penalty | 3.00% | |
After Year 1 but on or Before Year 2 | ||
Debt Instrument [Line Items] | ||
Debt instrument cash interest rate percentage | 12.50% | |
Debt instrument cash interest rate percentage | 8.00% | |
Deferred payment in-kind interest rate | 4.50% | |
Prepayment penalty | 2.00% | |
After Year 2 but on or Before Year 3 | ||
Debt Instrument [Line Items] | ||
Debt instrument cash interest rate percentage | 12.50% | |
Prepayment penalty | 1.00% | |
After Year 3 Thereafter Until Maturity | ||
Debt Instrument [Line Items] | ||
Prepayment penalty | 0.00% | |
MRIdian System | ||
Debt Instrument [Line Items] | ||
Required minimum gross revenue from MRIdian system sales | $ 25,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Lease Agreements (Detail) $ in Thousands | Dec. 31, 2014USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2,015 | $ 1,086 |
2,016 | 1,113 |
2,017 | 1,106 |
2,018 | 963 |
2019 and thereafter | 823 |
Total future minimum payments | $ 5,091 |
Commitments and Contingencies41
Commitments and Contingencies - Additional Information (Detail) | Sep. 30, 2015USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Purchase commitments | $ 0 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||
Feb. 28, 2015 | Jan. 31, 2015 | Jul. 23, 2015 | |
Convertible Preferred Stock [Line Items] | |||
Number of convertible preferred stock converted to common stock | 30,381,987 | ||
Preferred stock conversion rate | 100.00% | ||
Series C Convertible Preferred Stock | |||
Convertible Preferred Stock [Line Items] | |||
Convertible preferred stock, shares issued | 2,564,652 | 162,407 | |
Preferred stock, shares issued, price per share | $ 5.84 | $ 5.84 | |
Issuance of convertible preferred stock | $ 15,000 | $ 950 |
Convertible Preferred Stock - C
Convertible Preferred Stock - Components of Convertible Preferred Stock (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Temporary Equity [Line Items] | ||
Convertible preferred stock, shares authorized | 80,710,997 | 74,460,997 |
Convertible preferred stock, shares outstanding | 27,654,928 | |
Convertible preferred stock, aggregate liquidation preference | $ 146,732 | |
Convertible preferred stock, Net carrying value | $ 145,110 | |
Series A Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Convertible preferred stock, shares authorized | 398,500 | 398,500 |
Convertible preferred stock, shares outstanding | 162,109 | |
Convertible preferred stock, aggregate liquidation preference | $ 3,004 | |
Convertible preferred stock, Net carrying value | $ 3,003 | |
Series B Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Convertible preferred stock, shares authorized | 60,500,000 | 60,500,000 |
Convertible preferred stock, shares outstanding | 22,308,230 | |
Convertible preferred stock, aggregate liquidation preference | $ 113,405 | |
Convertible preferred stock, Net carrying value | $ 112,080 | |
Series C Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Convertible preferred stock, shares authorized | 19,812,497 | 13,562,497 |
Convertible preferred stock, shares outstanding | 5,184,589 | |
Convertible preferred stock, aggregate liquidation preference | $ 30,323 | |
Convertible preferred stock, Net carrying value | $ 30,027 |
Stock Warrant - Additional Info
Stock Warrant - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2015 | Dec. 31, 2013 | Aug. 31, 2015 | Jul. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jul. 23, 2015 |
Convertible Preferred Stock Warrants [Line Items] | |||||||||
Convertible preferred stock warrant liability | $ 93 | $ 158 | $ 93 | ||||||
Change in the fair value of the warrant | $ (6) | $ 19 | 45 | $ 74 | |||||
Estimated fair value of the warrants issued to placement agents | $ 316 | $ 316 | $ 316 | ||||||
Insiders | |||||||||
Convertible Preferred Stock Warrants [Line Items] | |||||||||
Common stock issued as warrants | 198,760 | 198,760 | |||||||
Common stock issued as warrants, exercise per share | $ 5 | $ 5 | |||||||
Common stock warrants, expiry term | 5 years | 5 years | |||||||
Term Loan | Series C Convertible Preferred Stock | |||||||||
Convertible Preferred Stock Warrants [Line Items] | |||||||||
Vested and exercisable warrant to purchase | 128,231 | 128,231 |
Stock Warrant - Summary of Assu
Stock Warrant - Summary of Assumptions to Use Option Pricing Model (Detail) - Common Stock Warrant | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Expected term (in years) | 5 years |
Expected volatility | 31.80% |
Risk-free interest rate | 1.60% |
Expected dividend yield | 0.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Company's Stock Option Activity and Related Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Shares Available for Grant | ||
Shares Available for Grant, Beginning balance | 295,101 | |
Shares Available for Grant, Additional authorized (unaudited) | 4,708,447 | |
Shares Available for Grant, Granted (unaudited) | (1,911,137) | |
Shares Available for Grant, Cancelled (unaudited) | 121,941 | |
Shares Available for Grant, Ending balance (unaudited) | 3,214,352 | 295,101 |
Number of Stock Options Outstanding | ||
Number of Stock Options Outstanding, Beginning balance | 4,248,519 | |
Number of Stock Options Outstanding, Granted (unaudited) | 1,911,137 | |
Number of Stock Options Outstanding, Exercised (unaudited) | (26,555) | |
Number of Stock Options Outstanding, Cancelled (unaudited) | (121,941) | |
Number of Stock Options Outstanding, Ending balance (unaudited) | 6,011,160 | 4,248,519 |
Number of Stock Options Outstanding, Vested and exercisable | 2,911,734 | |
Number of Stock Options Outstanding, Vested and expected to vest | 4,576,826 | |
Weighted- Average Exercise Price | ||
Weighted- Average Exercise Price, Beginning balance | $ 0.76 | |
Weighted- Average Exercise Price, Granted (unaudited) | 5.04 | |
Weighted- Average Exercise Price, Exercised (unaudited) | 0.73 | |
Weighted- Average Exercise Price, Cancelled (unaudited) | 1.30 | |
Weighted- Average Exercise Price, Ending balance (unaudited) | 2.11 | $ 0.76 |
Weighted- Average Exercise Price, Vested and exercisable (unaudited) | 0.82 | |
Weighted- Average Exercise Price, Vested and expected to vest (unaudited) | $ 1.88 | |
Weighted- Average Remaining Contractual Life (Years) | ||
Options Outstanding, Weighted- Average Remaining Contractual Life (Years) | 7 years 9 months 18 days | 7 years 8 months 12 days |
Weighted- Average Remaining Contractual Life (Years), Vested and exercisable (unaudited) | 6 years 6 months | |
Weighted- Average Remaining Contractual Life (Years), Vested and expected to vest (unaudited) | 7 years 7 months 6 days | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value, Beginning balance | $ 8,343 | |
Aggregate Intrinsic Value, Ending balance (unaudited) | 18,755 | $ 8,343 |
Aggregate Intrinsic Value, Vested and exercisable (unaudited) | 12,702 | |
Aggregate Intrinsic Value, Vested and expected to vest (unaudited) | $ 15,329 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Grant date fair value of options vested, per share | $ 3.13 | |||
Grant date fair value of options vested | $ 390,000 | |||
Options to purchase shares granted to employees | 1,911,137 | |||
Stock-based compensation expense capitalized | $ 0 | $ 0 | $ 0 | $ 0 |
Unrecognized compensation cost | $ 5,600,000 | $ 5,600,000 | ||
Weighted average period for recognition of compensation costs | 3 years 6 months |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Weighted-Average Assumptions Fair Value of Employee Stock Options Estimated Date of Grant Using Black-Scholes Option-Pricing Model (Detail) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Expected term (in years) | 6 years |
Expected volatility% | 68.70% |
Risk-free interest rate% | 1.80% |
Expected dividend yield% | 0.00% |
Stock-Based Compensation - Su49
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 383 | $ 58 | $ 531 | $ 262 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 95 | 14 | 143 | 70 |
Selling and Marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 16 | 3 | 26 | 11 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 272 | $ 41 | $ 362 | $ 181 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Company's Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (10,260) | $ (7,569) | $ (30,889) | $ (24,180) |
Gain due to repurchase of Series A preferred stock | 9 | |||
Net loss attributable to common stockholders | $ (10,260) | $ (7,569) | $ (30,889) | $ (24,171) |
Weighted-average common shares used in computing net loss per share, basic and diluted | 29,157,069 | 900,062 | 10,433,051 | 887,189 |
Net loss per share, basic and diluted | $ (0.35) | $ (8.41) | $ (2.96) | $ (27.25) |
Net Loss Per Share - Anti-Dilut
Net Loss Per Share - Anti-Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 7,265,258 | 25,034,977 | 22,138,427 | 25,035,220 |
Options To Purchase Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 5,535,394 | 4,164,151 | 4,701,033 | 3,627,700 |
Stock Warrant | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 269,079 | 128,231 | 175,696 | 128,231 |