Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 03, 2017 | |
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, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 67,454,296 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 34,413 | $ 14,198 |
Accounts receivable | 1,042 | 4,200 |
Inventory | 18,453 | 8,082 |
Deposits on purchased inventory | 6,115 | 2,522 |
Deferred cost of revenue | 10,390 | 3,909 |
Prepaid expenses and other current assets | 5,091 | 3,023 |
Total current assets | 75,504 | 35,934 |
Property and equipment, net | 11,318 | 11,560 |
Restricted cash | 1,143 | 1,143 |
Intangible assets, net | 82 | 97 |
Other assets | 86 | 30 |
TOTAL ASSETS | 88,133 | 48,764 |
Current liabilities: | ||
Accounts payable | 6,799 | 4,980 |
Accrued liabilities | 9,040 | 6,334 |
Customer deposits | 20,920 | 19,400 |
Deferred revenue, current portion | 10,873 | 6,515 |
Total current liabilities | 47,632 | 37,229 |
Deferred revenue, net of current portion | 3,215 | 3,918 |
Long-term debt | 44,458 | 44,290 |
Warrant liabilities | 12,835 | 2,723 |
Other long-term liabilities | 6,568 | 4,257 |
TOTAL LIABILITIES | 114,708 | 92,417 |
Commitments and contingencies (Note 6) | ||
Stockholders’ deficit: | ||
Preferred stock, par value of $0.01 per share; 10,000,000 shares authorized at September 30, 2017 and December 31, 2016; no shares issued and outstanding at September 30, 2017 and December 31, 2016 | 0 | 0 |
Common stock, par value of $0.01 per share; 300,000,000 shares authorized at September 30, 2017 and December 31, 2016; 59,071,653 and 43,581,184 shares issued and outstanding at September 30, 2017 and December 31, 2016 | 581 | 426 |
Additional paid-in capital | 268,051 | 203,598 |
Accumulated deficit | (295,207) | (247,677) |
TOTAL STOCKHOLDERS’ DEFICIT | (26,575) | (43,653) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 88,133 | $ 48,764 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 59,071,653 | 43,581,184 |
Common stock, shares outstanding | 59,071,653 | 43,581,184 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue: | ||||
Product | $ 11,358 | $ 0 | $ 11,358 | $ 5,240 |
Service | 721 | 298 | 2,408 | 813 |
Distribution rights | 118 | 59 | 356 | 59 |
Total revenue | 12,197 | 357 | 14,122 | 6,112 |
Cost of revenue: | ||||
Product | 9,728 | 803 | 10,322 | 6,869 |
Service | 484 | 380 | 1,758 | 1,705 |
Total cost of revenue | 10,212 | 1,183 | 12,080 | 8,574 |
Gross margin | 1,985 | (826) | 2,042 | (2,462) |
Operating expenses: | ||||
Research and development | 3,616 | 2,654 | 9,781 | 9,017 |
Selling and marketing | 2,510 | 1,570 | 5,453 | 4,251 |
General and administrative | 7,502 | 5,829 | 22,116 | 17,937 |
Total operating expenses | 13,628 | 10,053 | 37,350 | 31,205 |
Loss from operations | (11,643) | (10,879) | (35,308) | (33,667) |
Interest income | 1 | 1 | 3 | 2 |
Interest expense | (1,843) | (1,707) | (5,372) | (4,166) |
Other income (expense), net | 2,269 | (1,561) | (6,853) | (1,798) |
Loss before provision for income taxes | (11,216) | (14,146) | (47,530) | (39,629) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (11,216) | $ (14,146) | $ (47,530) | $ (39,629) |
Net loss per share, basic and diluted | $ (0.19) | $ (0.35) | $ (0.85) | $ (1.02) |
Weighted-average common shares used to compute net loss per share attributable to common stockholders, basic and diluted | 59,061,149 | 40,156,851 | 56,064,562 | 38,915,156 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (47,530) | $ (39,629) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,574 | 1,325 |
Stock-based compensation | 2,766 | 2,199 |
Accretion on asset retirement obligation | 29 | 26 |
Change in fair value of warrant liabilities | 6,739 | 1,646 |
Loss on disposal of property and equipment | 9 | 5 |
Inventory lower of cost or market adjustment | 647 | 928 |
Amortization of debt discount and interest accrual | 2,453 | 1,806 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,158 | 530 |
Inventory | (11,143) | (3,370) |
Deposits on purchased inventory | (3,593) | (977) |
Deferred cost of revenue | (6,481) | (1,438) |
Prepaid expenses and other assets | (2,124) | (820) |
Accounts payable | 2,108 | (2,645) |
Accrued expenses and other long-term liabilities | 2,519 | 1,106 |
Customer deposits and deferred revenue | 5,175 | 11,238 |
Net cash used in operating activities | (43,694) | (28,070) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (1,117) | (6,672) |
Purchase of intangible assets and other assets | 0 | (12) |
Change in restricted cash balance | 0 | (200) |
Net cash used in investing activities | (1,117) | (6,884) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from common stock private placement, gross | 26,100 | 13,750 |
Proceeds from draw down of long-term debt, net | 0 | 14,982 |
Proceeds from the exercise of stock options | 247 | 384 |
Net cash provided by financing activities | 65,026 | 28,894 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 20,215 | (6,060) |
CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD | 14,198 | 20,667 |
CASH AND CASH EQUIVALENTS — END OF PERIOD | 34,413 | 14,607 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 2,919 | 2,349 |
Cash paid for taxes | 25 | 0 |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Purchase of property and equipment in accounts payable and accrued expenses | 277 | 169 |
Transfer of property and equipment from inventory | 125 | 117 |
Offering cost in accounts payable and accrued expenses | 0 | 308 |
Private Placement | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payment of offering costs related to common stock | (300) | (222) |
At The Market Offering Program | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payment of offering costs related to common stock | (1,147) | 0 |
Proceeds from at-the-market offering of common stock, gross | $ 40,126 | $ 0 |
Background and Organization
Background and Organization | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Background and Organization | 1. Background and Organization ViewRay, Inc., or ViewRay or the Company, and its wholly owned subsidiary ViewRay Technologies, Inc., designs, manufactures and markets MRIdian, an 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 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 with cobalt. In November 2013, ViewRay Technologies, Inc. received its first clinical acceptance of a MRIdian with cobalt at a customer site, and the first patient was treated with that system in January 2014. ViewRay Technologies, Inc. has had the right to affix the CE mark to MRIdian with cobalt in the European Economic Area since November 2014. In September 2016, the Company received the rights to affix the CE mark to MRIdian Linac, and in February 2017, the Company received 510(k) clearance from the FDA to market MRIdian Linac. The Company’s condensed consolidated financial statements have been prepared on the basis of the Company continuing as a going concern for a reasonable period of time. The Company’s principal sources of liquidity are cash flows from investment capital and available borrowings under its term loan agreement. These have historically been sufficient to meet working capital needs, capital expenditures, and debt service obligations. During the nine months ended September 30, 2017, the Company incurred a net loss of $47.5 million, and used cash in operations of $43.7 million. The Company believes that its existing cash balance of $34.4 million as of September 30, 2017, together with the approximately $50 million cash raised in direct registered offering of the Company’s common stock pursuant to two Securities Purchase Agreements between the Company and certain investors that closed in October 2017, hereinafter the October 2017 Private Placement, is sufficient to fund its operations for at least the next 12 months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or GAAP, and pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC. The condensed consolidated financial statements include the accounts of ViewRay, Inc. and its wholly owned subsidiary, ViewRay Technologies, Inc. All inter-company accounts and transactions have been eliminated in consolidation. 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 and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 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, 2016. The significant accounting policies used in preparation of these condensed consolidated financial statements are disclosed in the notes to consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 17, 2017, and have not changed significantly since such filing. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers (Topic 606) In December 2016, the Company initiated its evaluation of ASU No. 2014-09, including the expected impact on its business processes, systems and controls, and potential differences in the timing and/or method of revenue recognition for its sales contracts. Based on the initial assessment, the Company does not believe the adoption of ASU No. 2014-09 will have a material impact on the amount or timing of its revenue recognition. Due to the nature of the Company’s sales arrangements, product revenue, service revenue and distribution rights revenue are expected to remain substantially unchanged. The Company expects to adopt the standard using the full retrospective method, and the effect of initially applying the guidance will be adjusted retrospectively to each prior reporting period presented. The Company is still in the process of completing its analysis of the impact this standard will have on the disclosure of its consolidated financial statements, and expects the related disclosures to be updated upon adoption of the new standard. The Company will continue its evaluation of ASU No. 2014-09 through the date of adoption. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, Statement of Cash Flows (Topic 230): Restricted Cash, In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting Recently Adopted Accounting Pronouncements In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718 ): Improvements to Employee Share-Based Payment Accounting |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | 3. Balance Sheet Components Property and Equipment Property and equipment consisted of the following (in thousands): September 30, 2017 December 31, 2016 Prototype $ 11,928 $ 6,405 Machinery and equipment 7,236 6,057 Leasehold improvements 4,375 4,371 Software 1,040 1,028 Furniture and fixtures 455 368 Construction in progress — 5,498 Property and equipment, gross 25,034 23,727 Less: accumulated depreciation and amortization (13,716 ) (12,167 ) Property and equipment, net $ 11,318 $ 11,560 Depreciation and amortization expense related to property and equipment were $565 thousand and $451 thousand during the three months ended September 30, 2017 and 2016, respectively, and $1.6 million and $1.2 million during the nine months ended September 30, 2017 and 2016, respectively. Intangible Assets Intangible assets consisted of the following (in thousands): September 30, 2017 December 31, 2016 License cost $ 512 $ 512 Patents 104 104 Intangible assets, gross 616 616 Accumulated amortization (534 ) (519 ) Intangible assets, net $ 82 $ 97 Intangible assets amortization expense were $5 thousand and $18 At September 30, 2017, the estimated future amortization expense of intangible assets was as follows (in thousands): Year Ending December 31, Estimated Amortization Expense The remainder of 2017 $ 5 2018 19 2019 19 2020 19 2021 10 2022 3 Thereafter 7 Total amortization expense $ 82 Accrued Liabilities Accrued liabilities consisted of the following (in thousands): September 30, 2017 December 31, 2016 Accrued payroll and related benefits $ 3,854 $ 4,274 Accrued accounts payable 3,147 1,202 Accrued legal, accounting and governance fees 1,088 509 Sales tax payable 48 13 Other 903 336 Total accrued liabilities $ 9,040 $ 6,334 Deferred Revenue Deferred revenue consisted of the following (in thousands): September 30, 2017 December 31, 2016 Deferred revenue: Product $ 10,238 $ 5,050 Services 384 1,561 Distribution rights 3,466 3,822 Total deferred revenue 14,088 10,433 Less: current portion of deferred revenue (10,873 ) (6,515 ) Noncurrent portion of deferred revenue $ 3,215 $ 3,918 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 4. 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, 2017 and December 31, 2016. Level 3 liabilities that are measured on a recurring basis consist of the 2017 and 2016 Placement Warrants, as described in Note 8. Placement warrant liabilities are 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 warrants (see Note 9). 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. During the three and nine months ended September 30, 2017, the Company recorded a gain of $2.3 million and a loss of $6.7 million, respectively, related to the change in fair value of the 2017 and 2016 Placement Warrants. During the three and nine months ended September 30, 2016, the Company recorded a loss of $1.6 million related to the charge in fair value of the 2016 Placement Warrants. There have been no transfers between Level 1, Level 2 and Level 3 in any periods presented. 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, 2017 Level 1 Level 2 Level 3 Total 2017 Placement Warrants Liability $ — $ — $ 7,127 $ 7,127 2016 Placement Warrants Liability — — 5,708 5,708 Total $ — $ — $ 12,835 $ 12,835 At December 31, 2016 Level 1 Level 2 Level 3 Total 2016 Placement Warrants Liability $ — $ — $ 2,723 $ 2,723 The following table sets forth a summary of the changes in fair value of the Company’s Level 3 financial liabilities (in thousands): Nine Months Ended September 30, 2017 2016 Fair value, beginning of period $ 2,723 $ — Issuance of 2016 Placement Warrants — 2,726 Issuance of 2017 Placement Warrants 3,373 — Change in fair value of Level 3 financial liabilities 6,739 1,646 Fair value, end of period $ 12,835 $ 4,372 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Instruments [Abstract] | |
Debt | 5. Debt CRG Term Loan In June 2015, ViewRay Technologies, Inc. entered into a Term Loan Agreement, or the CRG Term Loan, with Capital Royalty Partners II L.P., Capital Royalty Partners II – Parallel Fund “A” L.P., Capital Royalty Partners II (Cayman) L.P. and Parallel Investment Opportunities Partners II L.P. or together with their successors by assignment, CRG, for up to $50.0 million of which $30.0 million was made available to the Company upon closing with the remaining $20.0 million available on or before June 26, 2016 at its option upon the occurrence of either (i) an initial public offering of its 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. The Company drew down the first $30.0 million on the closing date. The CRG 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 interest-payment-only period of 3 years. The interest-payment-only period can be extended for another year until June 26, 2019 if the Company completes an underwritten public offering 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 CRG 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 CRG 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 7% based on the sum of the amount drawn and any outstanding payment in-kind interest payable on maturity date or the date such loan becomes due. All direct financing costs were accounted for as a discount on the CRG Term Loan and will be amortized to interest expense during the life of the loan using the effective interest method. The CRG Term Loan is subject to financial covenants and is collateralized by essentially all assets of the Company and limits its ability with respect to additional indebtedness, investments or dividends, among other things, subject to customary exceptions. In March 2016, the Company and CRG executed an amendment to the original terms of the CRG Term Loan such that, with regard to the conditions for borrowing the remaining $20.0 million available under the CRG Term Loan, the Company may, at its election, draw down (i) an amount of either $10.0 million or $15.0 million in up to two advances upon achievement of a minimum of $15.0 million of aggregate product and service revenue during any consecutive 12 month period ending on or before March 31, 2016 and (ii) an additional $5.0 million (or $10.0 million, if the previous draw made was only in an amount of $10.0 million) upon achievement of a minimum of $25.0 million of aggregate product and service revenue during any consecutive 12 month period ending on or before December 31, 2016 and upon execution of the first sales contract of the Company’s second generation product. The Company achieved the minimum of $15.0 million gross revenue requirement in March 2016 which made the first $15.0 million of the remaining $20.0 million credit facility immediately available for draw down. In May 2016, the Company drew down the additional $15.0 million available amount. In April 2017, the Company and CRG executed an amendment to the terms of its CRG Term Loan, as amended in March 2016. Amendments to the CRG Term Loan include availability of the existing $5.0 million tranche at ViewRay’s option through June 30, 2017, the addition of a $15.0 million tranche of borrowing capacity available at ViewRay’s option through September 30, 2017, extension of the interest-only and payment in-kind period, a decrease to the combined 2016 and 2017 revenue covenant and a 1.75% increase to the facility fee. The Company did not draw down any amounts under the $5.0 million tranche and it has since expired. In October 2017, the Company and CRG executed another amendment to the terms of its CRG Term Loan, as amended in March 2016 and April 2017. This amendment extends the availability of the existing $15.0 million borrowing capacity through December 31, 2017. At September 30, 2017, the Company had not drawn down on the additional $15.0 million tranche. At September 30, 2017, the Company had $45.0 million in outstanding debt to CRG, and was in compliance with all financial covenants under the CRG Term Loan. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Operating Leases The Company leases office space in Oakwood Village, Ohio and Mountain View, California under noncancelable operating leases. At September 30, 2017, the future minimum payments for the operating leases are as follows (in thousands): Year Ending December 31, Future Payments The remainder of 2017 $ 295 2018 1,188 2019 1,079 Total future minimum payments $ 2,562 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. As of September 30, 2017, the Company is subject to an arbitration claim that arose in the ordinary course of business. The claim is related to a contract dispute with a former component supplier for ViewRay’s first generation, cobalt-based MRIdian system. Management believes the claim is without merit, is defending its position vigorously and is asserting counterclaims. Due to the inherent uncertainties of legal claims and early stages of the arbitration, the Company cannot reasonably predict at this time the timing or an outcome of this claim resolution or estimate the amount of losses, or range of losses, if any, or their effect, if any, on its consolidated financial statements. At December 31, 2016, the Company was not involved in any material legal proceedings. Purchase Commitments At September 30, 2017 and December 31, 2016, the Company had no outstanding firm purchase commitments. |
Distribution Agreement
Distribution Agreement | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Distribution Agreement | 7. Distribution Agreement In December 2014, the Company entered into a distribution agreement with Itochu Corporation, or Itochu, a Japanese entity, pursuant to which the Company appointed Itochu as its exclusive distributor for the sale and delivery of the Company’s MRIdian products within Japan. The exclusive distribution agreement has an initial term of 10 years from December 2014 and contains features customary in such distribution agreements. Under this distribution agreement, the Company will supply its products and services to Itochu based upon the Company’s then-current pricing. In consideration of the exclusive distribution rights granted, Itochu agreed to pay a distribution fee of $4.0 million in three installments: (i) the first installment of $1.0 million was due upon execution of the distribution agreement; (ii) the second installment of $1.0 million was due within 10 business days following submission of the application for regulatory approval of the Company’s product to the Japan regulatory authority; and (iii) the final installment of $2.0 million was due within 10 business days following receipt of approval for the Company’s product from the Japanese Ministry of Health, Labor and Welfare. The distribution fee paid by Itochu was refundable if the Company failed to obtain the approval from the Japan regulatory authority before December 31, 2017. The first and second installments of $2.0 million in aggregate were received in December 2014 and December 2015, respectively. In August 2016, the Company received the third and final $2.0 million installment upon the receipt of regulatory approval to market MRIdian in Japan |
Equity Financing
Equity Financing | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Equity Financing | 8. Equity Financing Private Placements In September 2016, the Company completed the final closing of a private placement offering, or the 2016 Private Placement, through which it sold (i) 4,602,506 shares of its common stock and (ii) warrants that provide the warrant holders the right to purchase 1,380,745 shares of common stock, or the 2016 Placement Warrants, and raised total gross proceeds of $13.8 million. The 2016 Placement Warrants have an exercise price of $2.95 per share, are exercisable at any time at the option of the holder and expire seven years from the date of issuance. In January 2017, the Company completed the final closing of a private placement offering, or the 2017 Private Placement, through which it sold (i) 8,602,589 shares of its common stock and (ii) warrants that provide the warrant holders the right to purchase 1,720,512 shares of common stock, or the 2017 Placement Warrants, and raised total gross proceeds of $26.1 million. The 2017 Placement Warrants have an exercise price of $3.17 per share, became exercisable in July 2017 and expire in January 2024. At-The-Market Offering of Common Stock In January 2017, the Company filed a shelf registration statement on Form S-3 with the SEC, which included a base prospectus covering the offering, issuance and sale of up to a maximum aggregate offering of $75.0 million of the Company’s common stock, preferred stock, debt securities, warrants, purchase contracts and/or units; and in accordance with Rule 415(a)(4) under the Securities Act FBR acted as sales agent on a best efforts basis and used commercially reasonable efforts to sell on behalf of the Company all of the shares of common stock requested to be sold by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between FBR and the Company. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. In April 2017, the Company agreed to sell up to an additional $25.0 million of the Company’s common stock in accordance with the terms of a sales agreement with FBR and pursuant to an at-the-market offering program in accordance with Rule 415(a)(4) under the Securities Act. FBR is entitled to compensation of up to 3.0% of the gross sales price per share sold. In connection with the sale of the Company’s common stock on the Company’s behalf, FBR is deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of FBR is deemed to be underwriting commissions or discounts. The Company has also agreed to provide indemnification and contribution to FBR with respect to certain liabilities, including liabilities under the Securities Act. As of September 30, 2017, the Company sold an aggregate of 6,575,062 shares of its common stock at an average market price of $6.10 per share, resulting in aggregate gross proceeds of approximately $40.1 million. In April 2017, the Company filed another shelf registration statement on Form S-3, which included a base prospectus covering the offering, issuance and sale of up to a maximum aggregate offering of $100.0 million of the Company’s common stock, preferred stock, debt securities, warrants, purchase contracts and/or units. As of September 30, 2017, no securities had been sold pursuant to this registration statement. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Warrants | 9. Warrants Equity Classified Common Stock Warrants In connection with a debt financing in December 2013, the Company issued warrants to purchase 128,231 shares of its common stock with an exercise price of $5.84 per share. These warrants are exercisable any time at the option of the holder until December 16, 2023. In connection with the merger of the Company and ViewRay Technologies, Inc. in July 2015, or the Merger, in July and August 2015, the Company conducted a private placement offering during which the Company the five year anniversary of its date of issuance All of these warrants remain outstanding at September 30, 2017 and December 31, 2016, and were accounted for as equity awards. Liability Classified Common Stock Warrants In connection with the 2016 Private Placement, in August and September 2016, the Company issued warrants, the 2016 Placement Warrants, that provide the warrant holder the right to purchase 1,380,745 shares of common stock at an exercise price of $2.95 per share. These 2016 Placement Warrants are exercisable at any time at the option of the holder until the seventh anniversary of their date of issuance. The 2016 Placement Warrants also contain protection whereby warrants will expire immediately prior to the consummation of a Change of Control and holders have the right to receive cash in the amount equal to the Black-Scholes value of warrants. A Change of Control is defined as (i) a merger or consolidation of the Company with another corporation, (ii) the sale, transfer or other disposal of substantially all of the assets or a majority of the Company’s outstanding shares of capital stock, (iii) a purchase or exchange offer accepted by the holders of a majority of the outstanding voting shares of the Company’s capital stock, or (iv) a “person” or “group,” as defined by Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, is or will become the beneficial owner, directly or indirectly, of at least a majority of the voting power of the Company’s capital stock. The 2016 Placement Warrants were accounted for as a liability at the date of issuance and are adjusted to fair value at each balance sheet date, with the change in fair value recorded as a component of other income (expense), net in the condensed consolidated statements of operations. As separate classes of securities were issued in a bundled transaction, the gross proceeds from the 2016 Private Placement of $13.8 million was allocated first to the 2016 Placement Warrants based on its fair value upon issuance, and the residual was allocated to the common stock. The fair value upon issuance of $2.7 million for the 2016 Placement Warrants was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: expected term of seven years, expected volatility of 61.6%, risk-free interest rate of 1.4% and expected dividend yield of 0%. During the three and nine months ended September 30, 2017, the Company recorded a gain of $1.0 million and a loss of $3.0 million, respectively, related to the change in fair value of the 2016 Placement Warrants. During the three and nine months ended September 30, 2016, the Company recorded a loss of $1.6 million related to the change in fair value of the 2016 Placement Warrants. The fair value of the 2016 Placement Warrants of $5.7 million and $2.7 million at September 30, 2017 and December 31, 2016, respectively, was estimated using the Black-Scholes option pricing model and the following weighted-average assumptions: September 30, 2017 December 31, 2016 2016 Placement Warrant: Expected term (in years) 5.9 6.7 Expected volatility 63.0% 63.6% Risk-free interest rate 2.0% 2.3% Expected dividend yield 0.0% 0.0% At September 30, 2017, the 2016 Placement Warrants had not been exercised and were still outstanding. In connection with the 2017 Private Placement, in January 2017, the Company issued warrants, the 2017 Placement Warrants, that provide the warrant holder the right to purchase 1,720,512 shares of common stock at an exercise price of $3.17 per share. These 2017 Placement Warrants became exercisable in July 2017 and expire in January 2024. As separate classes of securities were issued in a bundled transaction, the gross proceeds from the 2017 Private Placement of $26.1 million was allocated first to the 2017 Placement Warrants based on its fair value upon issuance, and the residual was allocated to the common stock. The fair value upon issuance of $3.4 million for the 2017 Placement Warrants was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: expected term of seven years, expected volatility of 62.9%, risk-free interest rate of 2.2% and expected dividend yield of 0%. During the three and nine months ended September 30, 2017, the Company recorded a gain of $1.3 million and a loss of $3.7 million, respectively, related to the change in fair value of the 2017 Placement Warrants. The fair value of the 2017 Placement Warrants of $7.1 million was estimated using the Black-Scholes option pricing model and the following weighted-average assumptions: September 30, 2017 2017 Placement Warrant: Expected term (in years) 6.3 Expected volatility 63.8% Risk-free interest rate 2.1% Expected dividend yield 0.0% At September 30, 2017, the 2017 Placement Warrants had not been exercised and were still outstanding. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 10. 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, 2016 2,168,391 6,127,291 $ 2.60 7.3 $ 7,800 Additional options authorized 1,743,247 - Options granted (2,352,187 ) 2,352,187 5.18 Options exercised - (294,801 ) 0.84 Options canceled 79,025 (79,025 ) 3.65 Balance at September 30, 2017 1,638,476 8,105,652 $ 3.40 7.5 $ 19,381 Vested and exercisable at September 30, 2017 4,543,819 $ 2.29 6.4 $ 15,878 Vested and expected to vest at September 30, 2017 7,810,868 $ 3.35 7.5 $ 19,077 The weighted-average grant date fair value of options granted to employees was $3.18 and $2.42 per share during the nine months ended September 30, 2017 and 2016, respectively. The grant date fair value of options vested was $2.9 million and $1.9 million during the nine months ended September 30, 2017 and 2016, respectively. 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. The aggregate intrinsic value of options exercised was $1.8 million and $1.7 million during the nine months ended September 30, 2017 and 2016, respectively. At September 30, 2017, total unrecognized compensation cost related to stock-based awards granted to employees, net of estimated forfeitures, was $9.4 million which is expected to be recognized over a weighted-average period of 2.9 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 and up through March 30, 2016, the Company’s common stock shares were listed on the OTC Bulletin Board. Beginning March 31, 2016, the Company’s common stock shares were listed on The NASDAQ Global Market, or NASDAQ. Fair value of the common stock is the adjusted closing price of the Company’s common stock on the trading date on these stock exchanges. 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 has a limited trading history for its common stock, the expected stock price volatility for the Company’s common stock was estimated by taking a combination of the average historic price volatility of the Company’s common stock and 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. The fair value of employee stock option was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: Nine Months Ended September 30, 2017 2016 Expected term (in years) 6.0 6.0 Expected volatility% 66.9% 59.9% Risk-free interest rate% 2.1% 1.3% Expected dividend yield% 0.0% 0.0% Restricted Stock Units In September 2016, the Company granted 112,578 shares of restricted stock units, or RSUs, to its board of directors for their past services. These RSUs had a grant date fair value of were fully vested upon issuance and will be released and settled upon termination of the board services or the occurrence of a change in control event. In December 2016, the Company granted 18,017 and 20,645 shares of RSUs to certain executive officers for bonus compensation and one consultant for their service, respectively. These RSUs were fully vested upon issuance and the 18,017 shares of RSUs granted to certain executive officers were released in the first quarter of fiscal 2017. For the nine months ended September 30, 2017, no additional RSUs were issued and no stock-based compensation expense related to RSUs was recorded in the accompanying condensed consolidated statements of operations. 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 Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Research and development $ 221 $ 111 $ 602 $ 467 Selling and marketing 70 40 193 78 General and administrative 693 803 1,971 1,654 Total stock-based compensation expense $ 984 $ 954 $ 2,766 $ 2,199 During the three and nine months ended September 30, 2017 and 2016, 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 were insignificant during the three and nine months ended September 30, 2017 and 2016. |
Income Tax
Income Tax | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 11. Income Tax Due to the current operating losses, the Company recorded zero income tax expense during the three and nine months ended September 30, 2017 and 2016, respectively. During these periods, the Company’s activities were limited to U.S. federal and state tax jurisdictions, as it does not have any foreign operations. The federal and state effective tax rate is approximately 35%. Due to the Company’s history of cumulative losses, management concluded that, after considering all the available objective evidence, it is not more likely than not that all of the Company’s net deferred tax assets will be realized. Accordingly, the Company’s deferred tax assets, which includes net operating loss, or NOL, carryforwards and tax credits related primarily to research and development continue to be subject to a valuation allowance as of September 30, 2017. The Company expects to continue to maintain a full valuation allowance until there is sufficient evidence to support recoverability of its deferred tax assets. The Company had unrecognized tax benefits of $1.3 million and $940 thousand at September 30, 2017 and December 31, 2016, respectively. The reversal of the uncertain tax benefits would not affect the effective tax rate to the extent that the Company continues to maintain a full valuation allowance against its deferred tax assets. Unrecognized tax benefits may change during the next 12 months for items that arise in the ordinary course of business. Interest and/or penalties related to income tax matters are recognized as a component of income tax expense. During the nine months ended September 30, 2017 and 2016, there were no accrued interest and penalties related to uncertain tax positions. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 12. Net Loss per Share Since the Company was in a loss position for all periods presented, diluted net loss per common share is the same as basic net loss per common share for all periods presented, because the inclusion of all potential common shares outstanding would have an anti-dilutive effect. 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 an anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Options to purchase common stock 8,099,577 6,346,608 7,741,118 6,174,134 Common stock warrants 3,428,248 855,275 3,321,110 503,086 Restricted stock units 93,614 — 105,493 — Total 11,621,439 7,201,883 11,167,721 6,677,220 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions In December 2004, the Company entered into a licensing agreement with the University of Florida Research Foundation, or UFRF, whereby UFRF granted the Company a worldwide exclusive license to certain of UFRF’s patents in exchange for 33,652 shares of common stock and a 1% royalty, with a minimum $50,000 royalty payment per quarter, from sales of products developed and sold by the Company utilizing the licensed patents. In January 2017, the Company entered into a sales consulting agreement with Puissance Capital Management, or PCM, to assist with business development activities in a key market in Asia. PCM is the investment manager of Puissance Cross Board Opportunities LLP, a stockholder in the Company. Theodore T. Wang, Ph.D., a member of the Company’s board of directors, is the managing member of the general partners of PCM. The sales consulting agreement has a term of one year with a total consideration of $1.3 million. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14 . Subsequent Events In October 2017, the Company entered into two Securities Purchase Agreements pursuant to which it issued and sold 8,382,643 shares of common stock for |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
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, or GAAP, and pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC. The condensed consolidated financial statements include the accounts of ViewRay, Inc. and its wholly owned subsidiary, ViewRay Technologies, Inc. All inter-company accounts and transactions have been eliminated in consolidation. 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 and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 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, 2016. The significant accounting policies used in preparation of these condensed consolidated financial statements are disclosed in the notes to consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 17, 2017, and have not changed significantly since such filing. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers (Topic 606) In December 2016, the Company initiated its evaluation of ASU No. 2014-09, including the expected impact on its business processes, systems and controls, and potential differences in the timing and/or method of revenue recognition for its sales contracts. Based on the initial assessment, the Company does not believe the adoption of ASU No. 2014-09 will have a material impact on the amount or timing of its revenue recognition. Due to the nature of the Company’s sales arrangements, product revenue, service revenue and distribution rights revenue are expected to remain substantially unchanged. The Company expects to adopt the standard using the full retrospective method, and the effect of initially applying the guidance will be adjusted retrospectively to each prior reporting period presented. The Company is still in the process of completing its analysis of the impact this standard will have on the disclosure of its consolidated financial statements, and expects the related disclosures to be updated upon adoption of the new standard. The Company will continue its evaluation of ASU No. 2014-09 through the date of adoption. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, Statement of Cash Flows (Topic 230): Restricted Cash, In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting Recently Adopted Accounting Pronouncements In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718 ): Improvements to Employee Share-Based Payment Accounting |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): September 30, 2017 December 31, 2016 Prototype $ 11,928 $ 6,405 Machinery and equipment 7,236 6,057 Leasehold improvements 4,375 4,371 Software 1,040 1,028 Furniture and fixtures 455 368 Construction in progress — 5,498 Property and equipment, gross 25,034 23,727 Less: accumulated depreciation and amortization (13,716 ) (12,167 ) Property and equipment, net $ 11,318 $ 11,560 |
Summary of Intangible Assets | Intangible assets consisted of the following (in thousands): September 30, 2017 December 31, 2016 License cost $ 512 $ 512 Patents 104 104 Intangible assets, gross 616 616 Accumulated amortization (534 ) (519 ) Intangible assets, net $ 82 $ 97 |
Summary of Estimated Future Amortization Expense | At September 30, 2017, the estimated future amortization expense of intangible assets was as follows (in thousands): Year Ending December 31, Estimated Amortization Expense The remainder of 2017 $ 5 2018 19 2019 19 2020 19 2021 10 2022 3 Thereafter 7 Total amortization expense $ 82 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): September 30, 2017 December 31, 2016 Accrued payroll and related benefits $ 3,854 $ 4,274 Accrued accounts payable 3,147 1,202 Accrued legal, accounting and governance fees 1,088 509 Sales tax payable 48 13 Other 903 336 Total accrued liabilities $ 9,040 $ 6,334 |
Schedule of Deferred Revenue | Deferred revenue consisted of the following (in thousands): September 30, 2017 December 31, 2016 Deferred revenue: Product $ 10,238 $ 5,050 Services 384 1,561 Distribution rights 3,466 3,822 Total deferred revenue 14,088 10,433 Less: current portion of deferred revenue (10,873 ) (6,515 ) Noncurrent portion of deferred revenue $ 3,215 $ 3,918 |
Fair Value of Financial Instr22
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 Level 1 Level 2 Level 3 Total 2017 Placement Warrants Liability $ — $ — $ 7,127 $ 7,127 2016 Placement Warrants Liability — — 5,708 5,708 Total $ — $ — $ 12,835 $ 12,835 At December 31, 2016 Level 1 Level 2 Level 3 Total 2016 Placement Warrants Liability $ — $ — $ 2,723 $ 2,723 |
Summary of Changes in Fair Value of Level 3 Financial Liabilities | The following table sets forth a summary of the changes in fair value of the Company’s Level 3 financial liabilities (in thousands): Nine Months Ended September 30, 2017 2016 Fair value, beginning of period $ 2,723 $ — Issuance of 2016 Placement Warrants — 2,726 Issuance of 2017 Placement Warrants 3,373 — Change in fair value of Level 3 financial liabilities 6,739 1,646 Fair value, end of period $ 12,835 $ 4,372 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Noncancelable Operating Lease Agreements | At September 30, 2017, the future minimum payments for the operating leases are as follows (in thousands): Year Ending December 31, Future Payments The remainder of 2017 $ 295 2018 1,188 2019 1,079 Total future minimum payments $ 2,562 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Summary of Assumptions using Black- Scholes Option Pricing Model to estimate fair value | The fair value of the 2016 Placement Warrants of $5.7 million and $2.7 million at September 30, 2017 and December 31, 2016, respectively, was estimated using the Black-Scholes option pricing model and the following weighted-average assumptions: September 30, 2017 December 31, 2016 2016 Placement Warrant: Expected term (in years) 5.9 6.7 Expected volatility 63.0% 63.6% Risk-free interest rate 2.0% 2.3% Expected dividend yield 0.0% 0.0% The fair value of the 2017 Placement Warrants of $7.1 million was estimated using the Black-Scholes option pricing model and the following weighted-average assumptions: September 30, 2017 2017 Placement Warrant: Expected term (in years) 6.3 Expected volatility 63.8% Risk-free interest rate 2.1% Expected dividend yield 0.0% |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2016 2,168,391 6,127,291 $ 2.60 7.3 $ 7,800 Additional options authorized 1,743,247 - Options granted (2,352,187 ) 2,352,187 5.18 Options exercised - (294,801 ) 0.84 Options canceled 79,025 (79,025 ) 3.65 Balance at September 30, 2017 1,638,476 8,105,652 $ 3.40 7.5 $ 19,381 Vested and exercisable at September 30, 2017 4,543,819 $ 2.29 6.4 $ 15,878 Vested and expected to vest at September 30, 2017 7,810,868 $ 3.35 7.5 $ 19,077 |
Schedule of Weighted-Average Assumptions Used in Black-Scholes Option-Pricing Model to Estimate Fair Value of Employee Stock Option at Grant Date | The fair value of employee stock option was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: Nine Months Ended September 30, 2017 2016 Expected term (in years) 6.0 6.0 Expected volatility% 66.9% 59.9% Risk-free interest rate% 2.1% 1.3% Expected dividend yield% 0.0% 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 Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Research and development $ 221 $ 111 $ 602 $ 467 Selling and marketing 70 40 193 78 General and administrative 693 803 1,971 1,654 Total stock-based compensation expense $ 984 $ 954 $ 2,766 $ 2,199 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Anti-Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | Since the Company was in a loss position for all periods presented, diluted net loss per common share is the same as basic net loss per common share for all periods presented, because the inclusion of all potential common shares outstanding would have an anti-dilutive effect. 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 an anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Options to purchase common stock 8,099,577 6,346,608 7,741,118 6,174,134 Common stock warrants 3,428,248 855,275 3,321,110 503,086 Restricted stock units 93,614 — 105,493 — Total 11,621,439 7,201,883 11,167,721 6,677,220 |
Background and Organization - A
Background and Organization - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2017USD ($)Agreement | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Background And Organization [Line Items] | |||||||
Net loss | $ (11,216) | $ (14,146) | $ (47,530) | $ (39,629) | |||
Net cash used from operations | (43,694) | (28,070) | |||||
Cash and cash equivalents | $ 34,413 | $ 14,607 | $ 34,413 | $ 14,607 | $ 14,198 | $ 20,667 | |
2017 Private Placement | Subsequent Event | |||||||
Background And Organization [Line Items] | |||||||
Proceeds from private placement of common stock | $ 50,000 | ||||||
Number of securities purchase agreements | Agreement | 2 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Operating leases future minimum payments due | $ 2,562 | |
Restricted cash | $ 1,143 | $ 1,143 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 25,034 | $ 23,727 |
Less: accumulated depreciation and amortization | (13,716) | (12,167) |
Property and equipment, net | 11,318 | 11,560 |
Prototype | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 11,928 | 6,405 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 7,236 | 6,057 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 4,375 | 4,371 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,040 | 1,028 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 455 | 368 |
Construction In Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 0 | $ 5,498 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Depreciation and amortization | $ 565 | $ 451 | $ 1,600 | $ 1,200 |
Amortization of intangible assets | $ 5 | $ 18 | $ 15 | $ 110 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 616 | $ 616 |
Accumulated amortization | (534) | (519) |
Intangible assets, net | 82 | 97 |
License Cost | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 512 | 512 |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 104 | $ 104 |
Balance Sheet Components - Su32
Balance Sheet Components - Summary of Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
The remainder of 2017 | $ 5 | |
2,018 | 19 | |
2,019 | 19 | |
2,020 | 19 | |
2,021 | 10 | |
2,022 | 3 | |
Thereafter | 7 | |
Intangible assets, net | $ 82 | $ 97 |
Balance Sheet Components - Sc33
Balance Sheet Components - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Accrued payroll and related benefits | $ 3,854 | $ 4,274 |
Accrued accounts payable | 3,147 | 1,202 |
Accrued legal, accounting and governance fees | 1,088 | 509 |
Sales tax payable | 48 | 13 |
Other | 903 | 336 |
Total accrued liabilities | $ 9,040 | $ 6,334 |
Balance Sheet Components - Sc34
Balance Sheet Components - Schedule of Deferred Revenue (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Deferred Revenue [Line Items] | ||
Total deferred revenue | $ 14,088 | $ 10,433 |
Less: current portion of deferred revenue | (10,873) | (6,515) |
Noncurrent portion of deferred revenue | 3,215 | 3,918 |
Product | ||
Deferred Revenue [Line Items] | ||
Total deferred revenue | 10,238 | 5,050 |
Services | ||
Deferred Revenue [Line Items] | ||
Total deferred revenue | 384 | 1,561 |
Distribution Rights | ||
Deferred Revenue [Line Items] | ||
Total deferred revenue | $ 3,466 | $ 3,822 |
Fair Value of Financial Instr35
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Change in fair value of Level 3 financial liabilities | $ (6,739) | $ (1,646) | ||
Two Thousand Sixteen And Two Thousand Seventeen Private Placement Warrants | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Change in fair value of Level 3 financial liabilities | $ 2,300 | $ (6,700) | ||
2016 Placement Warrant | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Change in fair value of Level 3 financial liabilities | $ (1,600) | $ (1,600) |
Fair Value of Financial Instr36
Fair Value of Financial Instruments - Schedule of Fair Value of Financial Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Placement Warrants Liability | $ 12,835 | $ 2,723 |
2017 Placement Warrants Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Placement Warrants Liability | 7,127 | |
2016 Placement Warrants Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Placement Warrants Liability | 5,708 | 2,723 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Placement Warrants Liability | 0 | |
Level 1 | 2017 Placement Warrants Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Placement Warrants Liability | 0 | |
Level 1 | 2016 Placement Warrants Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Placement Warrants Liability | 0 | 0 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Placement Warrants Liability | 0 | |
Level 2 | 2017 Placement Warrants Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Placement Warrants Liability | 0 | |
Level 2 | 2016 Placement Warrants Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Placement Warrants Liability | 0 | 0 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Placement Warrants Liability | 12,835 | |
Level 3 | 2017 Placement Warrants Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Placement Warrants Liability | 7,127 | |
Level 3 | 2016 Placement Warrants Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Placement Warrants Liability | $ 5,708 | $ 2,723 |
Fair Value of Financial Instr37
Fair Value of Financial Instruments - Summary of Changes in Fair Value of Level 3 Financial Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Fair value, beginning of period | $ 2,723 | $ 0 | |
Change in fair value of Level 3 financial liabilities | 6,739 | 1,646 | |
Fair value, end of period | $ 4,372 | 12,835 | 4,372 |
2016 Placement Warrant | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Issuance of Placement Warrants | 0 | 2,726 | |
Change in fair value of Level 3 financial liabilities | $ 1,600 | 1,600 | |
2017 Placement Warrant | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Issuance of Placement Warrants | $ 3,373 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Detail) - CRG Term Loan - USD ($) | Jun. 26, 2015 | Oct. 31, 2017 | Apr. 30, 2017 | May 31, 2016 | Sep. 30, 2017 | Mar. 31, 2016 |
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 50,000,000 | |||||
Current borrowing capacity | 30,000,000 | $ 5,000,000 | $ 15,000,000 | |||
Remaining borrowing capacity | 20,000,000 | 20,000,000 | ||||
Post money valuation minimum amount | 120,000,000 | |||||
Debt drawn | $ 30,000,000 | $ 15,000,000 | ||||
Debt maturity date | Jun. 26, 2020 | |||||
Debt interest-payment-only period | 3 years | |||||
Frequency of periodic payment | Quarterly | |||||
Facility fee | 7.00% | |||||
Term loan first amendment description | In March 2016, the Company and CRG executed an amendment to the original terms of the CRG Term Loan such that, with regard to the conditions for borrowing the remaining $20.0 million available under the CRG Term Loan, the Company may, at its election, draw down (i) an amount of either $10.0 million or $15.0 million in up to two advances upon achievement of a minimum of $15.0 million of aggregate product and service revenue during any consecutive 12 month period ending on or before March 31, 2016 and (ii) an additional $5.0 million (or $10.0 million, if the previous draw made was only in an amount of $10.0 million) upon achievement of a minimum of $25.0 million of aggregate product and service revenue during any consecutive 12 month period ending on or before December 31, 2016 and upon execution of the first sales contract of the Company?s second generation product. | |||||
Debt drawn | $ 0 | |||||
Term loan second amendment description | In April 2017, the Company and CRG executed an amendment to the terms of its CRG Term Loan, as amended in March 2016. Amendments to the CRG Term Loan include availability of the existing $5.0 million tranche at ViewRay’s option through June 30, 2017, the addition of a $15.0 million tranche of borrowing capacity available at ViewRay’s option through September 30, 2017, extension of the interest-only and payment in-kind period, a decrease to the combined 2016 and 2017 revenue covenant and a 1.75% increase to the facility fee | |||||
Additional borrowing capacity | $ 15,000,000 | |||||
Existing capacity extended expiration date | Jun. 30, 2017 | |||||
Additional capacity extended expiration date | Sep. 30, 2017 | |||||
Increase in facility fee | 1.75% | |||||
Amount outstanding under the agreement | $ 45,000,000 | |||||
Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Current borrowing capacity | $ 15,000,000 | |||||
Existing capacity extended expiration date | Dec. 31, 2017 | |||||
Term loan third amendment description | In October 2017, the Company and CRG executed another amendment to the terms of its CRG Term Loan, as amended in March 2016 and April 2017. This amendment extends the availability of the existing $15.0 million borrowing capacity through December 31, 2017. | |||||
Milestone One | ||||||
Debt Instrument [Line Items] | ||||||
Remaining borrowing capacity | 10,000,000 | |||||
Required minimum gross revenue | 15,000,000 | |||||
Milestone Two | ||||||
Debt Instrument [Line Items] | ||||||
Remaining borrowing capacity | 5,000,000 | |||||
Required minimum gross revenue | 25,000,000 | |||||
Debt drawn | 15,000,000 | |||||
Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from initial public offering | $ 40,000,000 | |||||
Minimum | Milestone One | ||||||
Debt Instrument [Line Items] | ||||||
Debt drawn | 10,000,000 | |||||
Maximum | Milestone One | ||||||
Debt Instrument [Line Items] | ||||||
Remaining borrowing capacity | 15,000,000 | |||||
Debt drawn | 15,000,000 | |||||
Maximum | Milestone Two | ||||||
Debt Instrument [Line Items] | ||||||
Remaining borrowing capacity | $ 10,000,000 | |||||
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 | $ 25,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Noncancelable Operating Lease Agreements (Detail) $ in Thousands | Sep. 30, 2017USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
The remainder of 2017 | $ 295 |
2,018 | 1,188 |
2,019 | 1,079 |
Total future minimum payments | $ 2,562 |
Commitments and Contingencies40
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Commitments And Contingencies Disclosure [Abstract] | ||
Purchase commitments | $ 0 | $ 0 |
Distribution Agreement - Additi
Distribution Agreement - Additional Information (Detail) $ in Thousands | Aug. 31, 2016USD ($) | Dec. 31, 2014USD ($)Installment | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Marketing Agreement [Line Items] | ||||||||
Customer deposits | $ 20,920 | $ 20,920 | $ 19,400 | |||||
Deferred revenue | 14,088 | 14,088 | 10,433 | |||||
Distribution rights revenue | 118 | $ 59 | 356 | $ 59 | ||||
Distribution Rights | ||||||||
Marketing Agreement [Line Items] | ||||||||
Deferred revenue | 3,466 | 3,466 | $ 3,822 | |||||
Itochu Corporation Agreement | ||||||||
Marketing Agreement [Line Items] | ||||||||
Distribution agreement term | 10 years | |||||||
Distribution fees | $ 4,000 | |||||||
Number of installments | Installment | 3 | |||||||
Remaining term of distribution agreement | 8 years 6 months | |||||||
Distribution rights revenue | $ 118 | $ 59 | $ 356 | $ 59 | ||||
Itochu Corporation Agreement | Distribution Rights | ||||||||
Marketing Agreement [Line Items] | ||||||||
Deferred revenue | $ 4,000 | |||||||
Itochu Corporation Agreement | First Installment | ||||||||
Marketing Agreement [Line Items] | ||||||||
Distribution fees | $ 1,000 | |||||||
Customer deposits | 1,000 | |||||||
Itochu Corporation Agreement | Second Installment | ||||||||
Marketing Agreement [Line Items] | ||||||||
Distribution fees | 1,000 | |||||||
Customer deposits | $ 1,000 | |||||||
Itochu Corporation Agreement | Third Installment | ||||||||
Marketing Agreement [Line Items] | ||||||||
Distribution fees | $ 2,000 | |||||||
Customer deposits | $ 2,000 |
Equity Financing - Additional I
Equity Financing - Additional Information (Detail) - USD ($) | Sep. 30, 2017 | Jan. 31, 2017 | Sep. 30, 2016 | Aug. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Apr. 30, 2017 |
2016 Placement Warrants Liability | |||||||
Subsidiary Sale Of Stock [Line Items] | |||||||
Warrants to purchase common stock, shares | 1,380,745 | 1,380,745 | 1,380,745 | ||||
Warrant exercise price | $ 2.95 | $ 2.95 | $ 2.95 | ||||
Proceed from private placement and equity issuances, gross | $ 13,800,000 | $ 13,800,000 | |||||
Warrant expiration period | 7 years | 7 years | |||||
2016 Placement Warrants Liability | Common Stock | |||||||
Subsidiary Sale Of Stock [Line Items] | |||||||
Private placement, common shares | 4,602,506 | ||||||
2017 Placement Warrant | |||||||
Subsidiary Sale Of Stock [Line Items] | |||||||
Warrants to purchase common stock, shares | 1,720,512 | ||||||
Warrant exercise price | $ 3.17 | ||||||
Proceed from private placement and equity issuances, gross | $ 26,100,000 | ||||||
Warrant exercisable date | Jul. 31, 2017 | ||||||
Warrant expiration date | Jan. 31, 2024 | ||||||
2017 Placement Warrant | Common Stock | |||||||
Subsidiary Sale Of Stock [Line Items] | |||||||
Private placement, common shares | 8,602,589 | ||||||
At The Market Offering Program | |||||||
Subsidiary Sale Of Stock [Line Items] | |||||||
Compensation percentage pertaining to gross sales price per share sold | 3.00% | ||||||
Stock issued during period | 0 | ||||||
Average market price per share | $ 6.10 | $ 6.10 | |||||
Aggregate gross proceeds from issuance of common stock | $ 40,100,000 | $ 40,126,000 | $ 0 | ||||
At The Market Offering Program | Maximum | |||||||
Subsidiary Sale Of Stock [Line Items] | |||||||
Maximum aggregate offering price | $ 75,000,000 | $ 100,000,000 | |||||
Maximum common stock saleable value | $ 25,000,000 | $ 25,000,000 | |||||
At The Market Offering Program | Common Stock | |||||||
Subsidiary Sale Of Stock [Line Items] | |||||||
Stock issued during period | 6,575,062 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 22, 2016 | Jan. 31, 2017 | Sep. 30, 2016 | Aug. 31, 2016 | Aug. 31, 2015 | Jul. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2013 |
Common Stock Warrants [Line Items] | ||||||||||||
(Gain) loss related to change in fair value | $ 6,739 | $ 1,646 | ||||||||||
Fair value of warrants | $ 12,835 | $ 12,835 | $ 2,723 | |||||||||
Common Stock Warrant | ||||||||||||
Common Stock Warrants [Line Items] | ||||||||||||
Warrants issued | 128,231 | |||||||||||
Exercise price | $ 5.84 | |||||||||||
Common stock warrants, expiration date | Dec. 16, 2023 | |||||||||||
2015 Placement Common Stock Warrants | Insiders | ||||||||||||
Common Stock Warrants [Line Items] | ||||||||||||
Warrants issued | 198,760 | 198,760 | ||||||||||
Exercise price | $ 5 | $ 5 | ||||||||||
Common stock warrants, expiry term | 5 years | 5 years | ||||||||||
2016 Placement Warrant | ||||||||||||
Common Stock Warrants [Line Items] | ||||||||||||
Warrants issued | 1,380,745 | 1,380,745 | 1,380,745 | 1,380,745 | ||||||||
Exercise price | $ 2.95 | $ 2.95 | $ 2.95 | $ 2.95 | ||||||||
Common stock warrants, expiry term | 7 years | 7 years | ||||||||||
Proceed from private placement and equity issuances, gross | $ 13,800 | $ 13,800 | ||||||||||
Fair value of warrants upon issuance under Private Placement | $ 2,700 | |||||||||||
Expected term (in years) | 7 years | 5 years 10 months 25 days | 6 years 8 months 12 days | |||||||||
Expected volatility | 61.60% | 63.00% | 63.60% | |||||||||
Risk-free interest rate | 1.40% | 2.00% | 2.30% | |||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||||||||
(Gain) loss related to change in fair value | (1,000) | $ 1,600 | $ 3,000 | $ 1,600 | ||||||||
Fair value of warrants | 5,708 | $ 5,708 | $ 2,723 | |||||||||
2017 Placement Warrants Liability | ||||||||||||
Common Stock Warrants [Line Items] | ||||||||||||
Warrants issued | 1,720,512 | |||||||||||
Exercise price | $ 3.17 | |||||||||||
Proceed from private placement and equity issuances, gross | $ 26,100 | |||||||||||
Fair value of warrants upon issuance under Private Placement | $ 3,400 | |||||||||||
Expected term (in years) | 7 years | 6 years 3 months 19 days | ||||||||||
Expected volatility | 62.90% | 63.80% | ||||||||||
Risk-free interest rate | 2.20% | 2.10% | ||||||||||
Expected dividend yield | 0.00% | 0.00% | ||||||||||
(Gain) loss related to change in fair value | (1,300) | $ 3,700 | ||||||||||
Fair value of warrants | $ 7,127 | $ 7,127 | ||||||||||
Warrant exercisable date | Jul. 31, 2017 | |||||||||||
Common stock warrants, expiry date | Jan. 31, 2024 |
Warrants - Summary of Assumptio
Warrants - Summary of Assumptions to Use Option Pricing Model (Detail) | Aug. 22, 2016 | Jan. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
2016 Placement Warrant | ||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||
Expected term (in years) | 7 years | 5 years 10 months 25 days | 6 years 8 months 12 days | |
Expected volatility | 61.60% | 63.00% | 63.60% | |
Risk-free interest rate | 1.40% | 2.00% | 2.30% | |
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
2017 Placement Warrant | ||||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||||
Expected term (in years) | 7 years | 6 years 3 months 19 days | ||
Expected volatility | 62.90% | 63.80% | ||
Risk-free interest rate | 2.20% | 2.10% | ||
Expected dividend yield | 0.00% | 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, 2017 | Dec. 31, 2016 | |
Shares Available for Grant | ||
Shares Available for Grant, Beginning balance | 2,168,391 | |
Shares Available for Grant, Additional options authorized | 1,743,247 | |
Shares Available for Grant, Options granted | (2,352,187) | |
Shares Available for Grant, Options canceled | 79,025 | |
Shares Available for Grant, Ending balance | 1,638,476 | 2,168,391 |
Number of Stock Options Outstanding | ||
Number of Stock Options Outstanding, Beginning balance | 6,127,291 | |
Number of Stock Options Outstanding, Options granted | 2,352,187 | |
Number of Stock Options Outstanding, Options exercised | (294,801) | |
Number of Stock Options Outstanding, Options canceled | (79,025) | |
Number of Stock Options Outstanding, Ending balance | 8,105,652 | 6,127,291 |
Number of Stock Options Outstanding, Vested and exercisable | 4,543,819 | |
Number of Stock Options Outstanding, Vested and expected to vest | 7,810,868 | |
Weighted- Average Exercise Price | ||
Weighted- Average Exercise Price, Beginning balance | $ 2.60 | |
Weighted- Average Exercise Price, Options granted | 5.18 | |
Weighted- Average Exercise Price, Options exercised | 0.84 | |
Weighted- Average Exercise Price, Options canceled | 3.65 | |
Weighted- Average Exercise Price, Ending balance | 3.40 | $ 2.60 |
Weighted- Average Exercise Price, Vested and exercisable | 2.29 | |
Weighted- Average Exercise Price, Vested and expected to vest | $ 3.35 | |
Weighted- Average Remaining Contractual Life (Years) | ||
Options Outstanding, Weighted- Average Remaining Contractual Life (Years) | 7 years 6 months | 7 years 3 months 19 days |
Weighted- Average Remaining Contractual Life (Years), Vested and exercisable | 6 years 4 months 24 days | |
Weighted- Average Remaining Contractual Life (Years), Vested and expected to vest | 7 years 6 months | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value | $ 19,381 | $ 7,800 |
Aggregate Intrinsic Value, Vested and exercisable | 15,878 | |
Aggregate Intrinsic Value, Vested and expected to vest | $ 19,077 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Grant date fair value of options granted, per share | $ 3.18 | $ 2.42 | |||||
Grant date fair value of options vested | $ 2,900,000 | $ 1,900,000 | |||||
Aggregate intrinsic value of option exercised | 1,800,000 | 1,700,000 | |||||
Unrecognized compensation cost | $ 9,400,000 | $ 9,400,000 | |||||
Weighted average period for recognition of compensation costs | 2 years 10 months 25 days | ||||||
Stock based compensation expenses | 984,000 | $ 954,000 | $ 2,766,000 | 2,199,000 | |||
Stock-based compensation expense capitalized | $ 0 | $ 0 | $ 0 | $ 0 | |||
Restricted Stock Units (RSUs) | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
RSUs Granted | 0 | ||||||
Stock based compensation expenses | $ 0 | ||||||
Restricted Stock Units (RSUs) | Board of Directors | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
RSUs Granted | 112,578 | ||||||
Grant date fair value of RSUs vested, per share | $ 3.58 | ||||||
Restricted Stock Units (RSUs) | Executive Officers | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
RSUs Granted | 18,017 | ||||||
RSUs Released | 18,017 | ||||||
Restricted Stock Units (RSUs) | Consultant | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
RSUs Granted | 20,645 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Weighted-Average Assumptions Used in Black-Scholes Option-Pricing Model to Estimate Fair Value of Employee Stock Option at Grant Date (Detail) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Expected term (in years) | 6 years | 6 years |
Expected volatility% | 66.90% | 59.90% |
Risk-free interest rate% | 2.10% | 1.30% |
Expected dividend yield% | 0.00% | 0.00% |
Stock-Based Compensation - Su48
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 984 | $ 954 | $ 2,766 | $ 2,199 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 221 | 111 | 602 | 467 |
Selling and Marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 70 | 40 | 193 | 78 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 693 | $ 803 | $ 1,971 | $ 1,654 |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 | |
Federal effective tax rate | 35.00% | 35.00% | 35.00% | 35.00% | |
State effective tax rate | 35.00% | 35.00% | 35.00% | 35.00% | |
Unrecognized tax benefits | $ 1,300 | $ 1,300 | $ 940 | ||
Accrued interest and penalties related to uncertain tax positions | $ 0 | $ 0 |
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, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 11,621,439 | 7,201,883 | 11,167,721 | 6,677,220 |
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 | 8,099,577 | 6,346,608 | 7,741,118 | 6,174,134 |
Restricted Stock Units (RSUs) | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 93,614 | 0 | 105,493 | 0 |
Common 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 | 3,428,248 | 855,275 | 3,321,110 | 503,086 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | ||
Jan. 31, 2017 | Dec. 31, 2014 | Dec. 31, 2004 | |
University Of Florida Research Foundation | Licensing Agreements | |||
Related Party Transaction [Line Items] | |||
Common Stock granted in exchange for licensing | 33,652 | ||
Percentage of royalty payment based on sale | 1.00% | ||
Royalty payment per quarter | $ 50,000 | ||
Investment Manager of Investment Company | Sales Consulting Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Related party, agreement term | 1 year | ||
Related party, total consideration | $ 1,300,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - 2017 Private Placement - Subsequent Event $ in Millions | 1 Months Ended |
Oct. 31, 2017USD ($)Agreementshares | |
Subsequent Event [Line Items] | |
Proceeds from private placement of common stock | $ | $ 50 |
Number of securities purchase agreements | Agreement | 2 |
Common Stock | |
Subsequent Event [Line Items] | |
Private placement of common stock shares | shares | 8,382,643 |