Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 16, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SAGE | ||
Entity Registrant Name | Sage Therapeutics, Inc. | ||
Entity Central Index Key | 1,597,553 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 32,022,187 | ||
Entity Public Float | $ 903,465,958 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 186,753 | $ 127,766 |
Prepaid expenses and other current assets | 1,738 | 1,056 |
Total current assets | 188,491 | 128,822 |
Property and equipment, net | 286 | 163 |
Restricted cash | 39 | 39 |
Deferred offering costs | 200 | |
Deferred tax assets | 641 | |
Total assets | 189,016 | 129,665 |
Current liabilities: | ||
Accounts payable | 5,159 | 2,429 |
Accrued expenses | 10,148 | 4,687 |
Deferred tax liabilities | 641 | |
Total current liabilities | 15,307 | 7,757 |
Other liabilities | 14 | 23 |
Total liabilities | $ 15,321 | $ 7,780 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized at December 31, 2015 and 2014; no shares issued or outstanding at December 31, 2015 and 2014 | ||
Common stock, $0.0001 par value; 120,000,000 shares authorized at December 31, 2015 and 2014; 28,823,549 and 25,621,791 shares issued and outstanding at December 31, 2015 and 2014, respectively | $ 3 | $ 3 |
Additional paid-in capital | 335,032 | 188,727 |
Accumulated deficit | (161,340) | (66,845) |
Total stockholders' equity | 173,695 | 121,885 |
Total liabilities and stockholders' equity | $ 189,016 | $ 129,665 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 28,823,549 | 25,621,791 |
Common stock, shares outstanding | 28,823,549 | 25,621,791 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating expenses: | |||
Research and development | $ 69,357 | $ 24,100 | $ 14,357 |
General and administrative | 25,293 | 9,710 | 3,922 |
Total operating expenses | 94,650 | 33,810 | 18,279 |
Loss from operations | (94,650) | (33,810) | (18,279) |
Interest income, net | 178 | 8 | 1 |
Other expense, net | (23) | (9) | (3) |
Net loss and comprehensive loss | (94,495) | (33,811) | (18,281) |
Accretion of redeemable convertible preferred stock to redemption value | (2,294) | (7) | |
Net loss attributable to common stockholders | $ (94,495) | $ (36,105) | $ (18,288) |
Net loss per share attributable to common stockholders-basic and diluted | $ (3.40) | $ (1.67) | $ (12.26) |
Weighted average number of common shares used in net loss per share attributable to common stockholders-basic and diluted | 27,778,288 | 21,574,347 | 1,492,288 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Initial Public Offering [Member] | Common Stock [Member] | Common Stock [Member]Initial Public Offering [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Initial Public Offering [Member] | Accumulated Deficit [Member] | Series A, B and C Redeemable Convertible Preferred Stock[Member] | Series A, B and C Redeemable Convertible Preferred Stock[Member]Series A Preferred Stock [Member] | Series A, B and C Redeemable Convertible Preferred Stock[Member]Series B Preferred Stock [Member] | Series A, B and C Redeemable Convertible Preferred Stock[Member]Series C Preferred Stock [Member] |
Balance at Dec. 31, 2012 | $ (13,394) | $ (13,394) | $ 14,970 | ||||||||
Balance, Shares at Dec. 31, 2012 | 1,395,273 | 15,000,000 | |||||||||
Issuance of common stock from exercise of stock options, Amount | 1 | $ 1 | |||||||||
Shares issued during period, Amount | $ 22,732 | ||||||||||
Issuance of common stock from exercise of stock options, Shares | 3,174 | ||||||||||
Shares issued during period, Shares | 22,750,000 | ||||||||||
Vesting of restricted stock, Amount | 20 | 20 | |||||||||
Vesting of restricted stock, Shares | 176,695 | ||||||||||
Accretion of redeemable convertible preferred stock to redemption value | (7) | (7) | $ 7 | ||||||||
Issuance of common stock in payment of licensing and consultant fees, Amount | 64 | 64 | |||||||||
Issuance of common stock in payment of licensing and consultant fees, Shares | 47,619 | ||||||||||
Stock-based compensation expense | 61 | 61 | |||||||||
Net loss | (18,281) | (18,281) | |||||||||
Balance at Dec. 31, 2013 | (31,536) | 139 | (31,675) | $ 37,709 | |||||||
Balance, Shares at Dec. 31, 2013 | 1,622,761 | 37,750,000 | |||||||||
Issuance of common stock from exercise of stock options, Amount | 40 | 40 | |||||||||
Shares issued during period, Amount | $ 93,970 | $ 1 | $ 93,969 | $ 14,970 | $ 37,890 | ||||||
Issuance of common stock from exercise of stock options, Shares | 87,475 | ||||||||||
Shares issued during period, Shares | 5,750,000 | 9,999,999 | 8,973,905 | ||||||||
Vesting of restricted stock, Amount | 14 | 14 | |||||||||
Vesting of restricted stock, Shares | 138,108 | ||||||||||
Accretion of redeemable convertible preferred stock to redemption value | (2,294) | (935) | (1,359) | $ 2,294 | |||||||
Issuance of common stock in payment of licensing and consultant fees, Amount | 127 | 127 | |||||||||
Issuance of common stock in payment of licensing and consultant fees, Shares | 15,872 | ||||||||||
Stock-based compensation expense | 2,512 | 2,512 | |||||||||
Conversion of redeemable convertible preferred stock to common stock, Amount | 92,863 | $ 2 | 92,861 | $ (92,863) | |||||||
Conversion of redeemable convertible preferred stock to common stock, Shares | 18,007,575 | (56,723,904) | |||||||||
Net loss | (33,811) | (33,811) | |||||||||
Balance at Dec. 31, 2014 | 121,885 | $ 3 | 188,727 | (66,845) | |||||||
Balance, Shares at Dec. 31, 2014 | 25,621,791 | ||||||||||
Issuance of common stock from exercise of stock options, Amount | 603 | 603 | |||||||||
Shares issued during period, Amount | $ 129,171 | $ 129,171 | |||||||||
Issuance of common stock from exercise of stock options, Shares | 417,475 | ||||||||||
Shares issued during period, Shares | 2,628,571 | ||||||||||
Vesting of restricted stock, Amount | 17 | 17 | |||||||||
Vesting of restricted stock, Shares | 128,051 | ||||||||||
Issuance of common stock under employee stock purchase plan | 127 | 127 | |||||||||
Issuance of common stock under employee stock purchase plan, Shares | 3,852 | ||||||||||
Issuance of common stock in payment of licensing and consultant fees, Amount | 1,211 | 1,211 | |||||||||
Issuance of common stock in payment of licensing and consultant fees, Shares | 23,809 | ||||||||||
Stock-based compensation expense | 15,176 | 15,176 | |||||||||
Net loss | (94,495) | (94,495) | |||||||||
Balance at Dec. 31, 2015 | $ 173,695 | $ 3 | $ 335,032 | $ (161,340) | |||||||
Balance, Shares at Dec. 31, 2015 | 28,823,549 |
Consolidated Statements of Cha6
Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Series A Preferred Stock [Member] | ||
Preferred Stock, issuance costs | $ 18 | |
Series B Preferred Stock [Member] | ||
Preferred Stock, issuance costs | $ 30 | |
Series C Preferred Stock [Member] | ||
Preferred Stock, issuance costs | $ 110 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | |||
Net loss | $ (94,495) | $ (33,811) | $ (18,281) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation expense | 15,240 | 2,512 | 61 |
Non-cash licensing and consulting fees | 1,211 | 127 | 64 |
Depreciation | 115 | 51 | 47 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (681) | (715) | (317) |
Deferred offering costs | (165) | ||
Accounts payable | 2,690 | 441 | 674 |
Accrued expenses and other liabilities | 5,404 | 4,353 | 236 |
Net cash used in operating activities | (70,681) | (27,042) | (17,516) |
Cash flows from investing activities | |||
Purchase of property and equipment | (198) | (128) | (3) |
Net cash used in investing activities | (198) | (128) | (3) |
Cash flows from financing activities | |||
Proceeds from stock option exercise and employee stock purchase plan issuances | 730 | 40 | 51 |
Proceeds from public offering of common stock, net of commissions and underwriting discounts | 129,720 | 96,255 | |
Payment of offering costs | (584) | (2,285) | |
Net cash provided by financing activities | 129,866 | 146,870 | 22,783 |
Net increase in cash and cash equivalents | 58,987 | 119,700 | 5,264 |
Cash and cash equivalents at beginning of period | 127,766 | 8,066 | 2,802 |
Cash and cash equivalents at end of period | 186,753 | 127,766 | 8,066 |
Supplemental disclosure of non-cash investing and financing activities | |||
Accretion of redeemable convertible preferred stock to redemption value | 2,294 | 7 | |
Conversion of preferred stock to common stock | 92,863 | ||
Public offering costs included in accounts payable or accrued expenses | $ 165 | ||
Series A Preferred Stock [Member] | |||
Cash flows from financing activities | |||
Proceeds from the issuance of preferred stock, net of issuance costs | $ 22,732 | ||
Series B Preferred Stock [Member] | |||
Cash flows from financing activities | |||
Proceeds from the issuance of preferred stock, net of issuance costs | 14,970 | ||
Series C Preferred Stock [Member] | |||
Cash flows from financing activities | |||
Proceeds from the issuance of preferred stock, net of issuance costs | $ 37,890 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | 1. Nature of the Business Sage Therapeutics, Inc. (“Sage” or the “Company”) is a clinical-stage biopharmaceutical company committed to developing and commercializing novel medicines to treat life-altering central nervous system (“CNS”) disorders, where there are inadequate or no approved existing therapies. The Company is targeting CNS indications where patient populations are easily identified, clinical endpoints are well-defined, and development pathways are feasible. The Company was incorporated under the laws of the state of Delaware on April 16, 2010 and commenced operations on January 19, 2011 as Sterogen Biopharma, Inc. On September 13, 2011, the Company changed its name to Sage Therapeutics, Inc. under its Second Amended and Restated Certificate of Incorporation. The Company is subject to risks and uncertainties common to companies in the biotech industry, including, but not limited to, the risks associated with developing product candidates at each stage of non-clinical and clinical development; the challenges associated with gaining regulatory approval of such product candidates; the risks associated with commercializing pharmaceutical products, if we are able to obtain regulatory approval; the potential for development by third parties of new technological innovations that may compete with the Company’s products; the dependence on key personnel; the challenges of protecting proprietary technology; the need to comply with government regulations; the high costs of drug development; and the uncertainty of being able to secure additional capital when needed to fund operations. The Company has incurred losses and negative cash flows from operations since its inception. As of December 31, 2015, the Company had an accumulated deficit of $161.3 million. From its inception through December 31, 2015, the Company has raised aggregate net proceeds of $90.6 million from the issuance of Series A, Series B and Series C redeemable convertible preferred stock. In July 2014, the Company raised net proceeds of $94.0 million from the sale of common stock in its initial public offering, (“IPO”). In April 2015, the Company raised net proceeds of $129.1 million from the sale of common stock in a follow-on underwritten public offering. In January 2016, the Company raised net proceeds of $140.4 million from the sale of common stock in a follow-on underwritten public offering. Based on its current operating plans, the Company believes its cash and cash equivalents balance of $186.8 million as of December 31, 2015, in addition to the funds raised from the public offering of common stock in January 2016, will be sufficient to fund its anticipated level of operations into the beginning of 2018. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The following is a summary of significant accounting policies followed in the preparation of these financial statements. Basis of Presentation The accompanying consolidated financial statements include those of the Company and its subsidiaries after elimination of all intercompany accounts and transactions. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Restricted Cash A deposit of $39 thousand was restricted from withdrawal as of December 31, 2015 and 2014. The restriction is related to securing the Company’s facility lease and expires in 2022 in accordance with the operating lease agreement. This balance is included in restricted cash on the accompanying balance sheets. Property and Equipment Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs and maintenance costs are expensed as incurred. Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any impairment losses on long-lived assets. Research and Development Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries and benefits, overhead costs, depreciation, contract services and other related costs. Research and development costs are expensed to operations as the related obligation is incurred. Research Contract Costs and Accruals The Company has entered into various research and development contracts with research institutions and other companies both inside and outside of the United States. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Patent Costs The Company expenses patent costs as incurred and classifies such costs as general and administrative expenses in the accompanying statements of operations and comprehensive loss. Stock-Based Compensation The Company recognizes compensation expense for all stock-based awards made to employees and nonemployee directors, including grants of stock options and restricted stock, based on estimated fair value on date of grant, over the requisite service period. For stock options and restricted stock issued to nonemployee consultants, the Company recognizes the fair value of such instruments as an expense over the period in which the related services are received. The fair value of the awards and measurement of related stock-based compensation is subject to periodic adjustments as the underlying equity instruments vest. For awards that vest upon achievement of a performance condition, the Company recognizes compensation expense when achievement of the performance condition is deemed probable over the implicit service period. The fair value of each option grant is estimated using the Black-Scholes option-pricing model. Through July 2014, the Company was a private company and lacks sufficient Company-specific historical and implied volatility information. Therefore, the Company estimates expected volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its traded stock price. The expected term of the Company’s options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options, while the expected term of its options granted to consultants and nonemployees has been determined based on the contractual term of the options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company also applies a forfeiture rate in order to calculate stock-based compensation expense. To the extent actual forfeitures differ from the estimates, the difference will be recorded as a cumulative adjustment in the period the estimates are revised. The Company recognizes compensation expense for only the portion of awards that are expected to vest. Expected forfeitures are based on the Company’s historical experience and management’s expectations of future forfeitures. Basic and Diluted Net Loss Per Share Upon the closing of the Company’s IPO in July 2014, all of the Company’s outstanding shares of redeemable convertible preferred stock were converted into shares of common stock. Prior to this conversion, the Company followed the two-class method when computing net loss per share as the Company had issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s redeemable convertible preferred shares contractually entitled the holders of such shares to participate in dividends, but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, the two-class method did not apply for periods in which the Company reported a net loss or a net loss attributable to common stockholders resulting from dividends or accretion related to its redeemable convertible preferred shares. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and unvested restricted common shares, as determined using the treasury stock method. For periods in which the Company has reported net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is antidilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2015, 2014 and 2013. Risks and Uncertainties The product candidates developed by the Company require approvals from the U.S. Food and Drug Administration or foreign regulatory agencies prior to commercial sales. There can be no assurance that the Company’s current and future product candidates will receive the necessary approvals. If the Company fails to successfully complete clinical development and generate results sufficient to file for regulatory approval or is denied approval or approval is delayed, it may have a material adverse impact on the Company’s business and its financial statements. The Company is subject to risks common to companies in the development stage including, but not limited to, dependency on the clinical success of its product candidates, ability to obtain regulatory approval of its product candidates, the commercial success of its product, if approved, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and consumers, significant competition and untested manufacturing capabilities. Concentration of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company has all cash and cash equivalents balances at two accredited financial institutions, in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates in effect for the year in which these temporary differences are expected to be recovered or settled. Valuation allowances are provided if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. During November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes. The Company early adopted ASU 2015-17 effective December 31, 2015 on a prospective basis. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three categories: Level 1 — Quoted market prices in active markets for identical assets or liabilities. At December 31, 2015 and 2014, the Company’s Level 1 assets consisted of money market funds totaling $186.8 million and $127.8 million, respectively. Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. At December 31, 2015 and 2014, the Company had no Level 2 assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. At December 31, 2015 and 2014, the Company had no Level 3 assets or liabilities. The Company’s financial instruments generally consist of cash equivalents, accounts payable and accrued expenses. The carrying amounts for the applicable financial instruments reported in the balance sheets approximate their fair values at December 31, 2015 and 2014, respectively. Deferred Offering Costs The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as other assets until such financings are consummated. After consummation of the IPO in July 2014, $2.3 million of these costs were recorded in stockholders’ equity as a reduction of additional paid-in capital generated as a result of the IPO. After consummation of the follow-on public offering of common stock in April 2015, $0.5 million of these costs were recorded in stockholders’ equity as a reduction of additional paid-in capital generated as a result of the offering. As of December 31, 2015, the Company had recorded deferred offering costs of $0.2 million which are shown as a non-current asset. They are for the follow-on public offering that was consummated in January 2016. Segment Data The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is on advancing medicines to treat central nervous system disorders, where there are inadequate or no approved existing therapies. All tangible assets are held within the United States. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. For the years ended December 31, 2015, 2014 and 2013, there was no difference between net loss and comprehensive loss. Public Offerings On July 23, 2014, the Company completed the sale of 5,750,000 shares of its common stock in its IPO (the “IPO”), at a price to the public of $18.00 per share, resulting in net proceeds to the Company of $94.0 million after deducting underwriting discounts and commissions and offering costs paid by the Company. The shares began trading on Nasdaq Global Market on July 18, 2014. In connection with preparing for the IPO, the Company’s board of directors and stockholders approved a 1-for-3.15 reverse stock split of the Company’s common stock effective July 2, 2014. All share and per share amounts in the financial statements contained herein and notes thereto have been retroactively adjusted, where necessary, to give effect to this reverse stock split. In connection with the closing of the IPO, all of the Company’s outstanding redeemable convertible preferred stock automatically converted into shares of common stock as of July 23, 2014, resulting in the issuance by the Company of an additional 18,007,575 shares of common stock. The significant increase in common stock outstanding in July 2014 will impact the year-over-year comparability of the Company’s net loss per share calculations over the next year. On April 20, 2015, the Company completed the sale of 2,628,571 shares of common stock in an underwritten public offering of its common stock at a price to the public of $52.50 per share, resulting in net proceeds to the Company of $129.1 million after deducting underwriting discounts and commissions and offering costs paid by the Company. A description of the sale of shares of common stock held in January 2016 is included in Note 13. Recently Issued Accounting Pronouncements In May 2014, the FASB issued guidance that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. The guidance is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The guidance becomes effective for the Company in the year ending December 31, 2018, and the Company could early adopt the standard for the year ending December 31, 2017. The Company is currently assessing the method of adoption and the impact that this new accounting guidance will have on its consolidated financial statements and footnote disclosures. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40). The new guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company is evaluating the effect that this guidance will have on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the classification of deferred tax assets and liabilities. The new standard requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The standard is effective for interim and annual periods beginning after December 15, 2016 and allows for early adoption using a full retrospective method or a prospective method. The Company has elected to early adopt the provisions of this new standard using a prospective method. As a result, all deferred taxes as of December 31, 2015 are classified as noncurrent on a net basis in the Company’s consolidated balance sheet, while prior periods remain as previously reported. In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02— Leases Leases. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Balance Sheet Components | 3. Balance Sheet Components Property and Equipment, net Property and equipment, net consists of the following: Useful Life December 31, 2015 2014 (in thousands) Computer hardware and software 3 $ 400 $ 206 Furniture and equipment 5 147 103 547 309 Less: Accumulated depreciation (261 ) (146 ) Property and equipment, net $ 286 $ 163 Depreciation expense for the years ended December 31, 2015, 2014 and 2013 was $0.1 million, $0.1 million and $47 thousand, respectively. Accrued Expenses Accrued expenses consist of the following: December 31, 2015 2014 (in thousands) Development costs $ 6,466 $ 2,788 Employee related expenses 2,718 1,279 Professional services 935 574 Other accrued expenses 29 46 $ 10,148 $ 4,687 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 4. Commitments and Contingencies Operating Leases The Company rents its 22,067 square foot office space under an operating lease that was expires in 2022. In March 2013, the Company signed a sublease agreement to sublet 1,900 square feet. Rental income from this sublease was $4 thousand per month. In September, 2015, this sublease was terminated. Rent expense, net of sublease income, for the years ended December 31, 2015, 2014, and 2013, was $0.4 million, $0.3 million, and $0.3 million, respectively. Future minimum lease payments under non-cancelable operating leases are as follows at December 31, 2015: Years Ending December 31, (in thousands) 2016 $ 978 2017 1,088 2018 1,132 2019 1,154 2020 1,176 Thereafter 1,398 $ 6,926 License Agreements CyDex License Agreement In September 2015, the Company and CyDex Pharmaceuticals, Inc. (“CyDex”) amended and restated their existing commercial license agreement. Under the terms of the commercial license agreement as amended and restated, CyDex has granted to the Company an exclusive license to CyDex’s Captisol drug formulation technology and related intellectual property for the manufacture of pharmaceutical products incorporating the Company’s compounds known as SAGE-547 and SAGE-689, and the development and commercialization of the resulting products in the treatment, prevention or diagnosis of any disease or symptom in humans or animals other than (i) the ocular treatment of any disease or condition with a formulation, including a hormone; (ii) topical ocular treatment of inflammatory conditions; (iii) treatment and prophylaxis of fungal infections in humans; and (iv) any ocular treatment for retinal degeneration. As consideration for the inclusion of SAGE-689 in the license granted by CyDex, the Company paid to CyDex $0.1 million, which was recorded as research and development expense in 2015 in connection with execution of the amended and restated license agreement. The Company is obligated to make milestone payments under the amended and restated license agreement with CyDex based on the achievement of clinical development and regulatory milestones in the amount of $0.8 million in clinical milestones and $3.8 million in regulatory milestones for each of the first two fields with respect to SAGE-547; $1.3 million in clinical milestones and $8.5 million in regulatory milestones for each of the third and fourth fields with respect to SAGE-547; and $0.8 million in clinical milestones and $1.8 million in regulatory milestones for one field with respect to SAGE-689. For the year ended December 31, 2015, the Company recorded research and development expense and made payments of cash of $0.8 million related to clinical development milestones that were met for this agreement. For the years ended December 31, 2014 and 2013, the Company did not record any expense or make any milestone or royalty payments. Washington University License Agreement In November 2013, the Company entered into a license agreement with Washington University whereby the Company was granted exclusive, worldwide rights to develop and commercialize a novel set of neuroactive steroids developed by Washington University. In exchange for development and commercialization rights, the Company paid an upfront, non-refundable payment of $50 thousand and is required to pay an annual license maintenance fee of $15 thousand on each subsequent anniversary date, until the first Phase 2 clinical trial for a licensed product is initiated. The Company is obligated to make milestone payments to Washington University based on achievement of clinical development and regulatory milestones of up to $0.7 million and $0.5 million, respectively. Additionally, the Company fulfilled its obligation to issue to Washington University 47,619 shares of common stock on December 13, 2013. The fair value of these shares totaling $0.1 million was recorded as research and development expense in 2013. The Company is obligated to pay royalties to Washington University at rates in the low single digits on net sales of licensed products covered under patent rights and royalties at rates in the low single digits on net sales of licensed products not covered under patent rights. Additionally, the Company has the right to sublicense and is required to make payments at varying percentages of sublicensing revenue received, initially in the mid-teens and descending to the mid-single digits over time. For the year ended December 31, 2014, the Company did not record any expense or make any milestone or royalty payments. In September 2015, a regulatory milestone was met for one of the programs. Accordingly, the Company recorded research and development expenses and made a cash payment of $50 thousand in 2015. University of California License Agreement In October 2013, the Company entered into a non-exclusive license agreement with The Regents of the University of California whereby the Company was granted a non-exclusive license to certain clinical data and clinical material for use in the development and commercialization of biopharmaceutical products in the licensed field, including status epilepticus and post-partum depression. In May 2014, the license agreement was amended to add the treatment of essential tremor to the licensed field of use, materials and milestone fee provisions of the agreement. The Company will be required to pay to The Regents of the University of California clinical development milestones of up to $0.1 million and pay royalties of less than 1% on net sales for a period of fifteen years following the sale of the first commercial product. The license will terminate on the earlier to occur of (i) 27 years after the effective date or (ii) 15 years after the last-derived product is first commercially sold. For the years ended December 31, 2014 and 2013, the Company did not record any expense or make any milestone or royalty payments. During 2015, three clinical development milestones were met. Accordingly, the Company recorded research and development expenses and made cash payments totaling $0.1 million. In June 2015, the Company entered into an exclusive license agreement with The Regents of the University of California whereby the Company was granted an exclusive license to certain patent rights related to the use of allopregnanolone to treat various diseases. In exchange for such license, the Company paid an upfront payment of $50 thousand and will make annual maintenance fees of $15 thousand until the calendar year following the first sale, if any, of a licensed product. The Company is obligated to make milestone payments following the achievement of specified regulatory and sales milestones of up to $0.7 million and $2.0 million in the aggregate, respectively. Following the first sale, if any, of a licensed product, the Company is obligated to pay royalties at a low single digit percentage of net sales, if any, of licensed products, subject to specified minimum annual royalty amounts. Unless terminated by operation of law or by acts of the parties under the terms of the agreement, the license agreement will terminate when the last-to-expire patents or last-to-be abandoned patent applications expire, whichever is later. Consulting Agreement In January 2014, the Company entered into a consulting agreement with a nonemployee advisor whereby the Company is obligated to make cash payments of up to $2.0 million and to issue up to 126,984 shares of common stock upon attainment of certain clinical development and regulatory milestones. In January and March 2014, the first clinical development milestones for each of two programs included in the consulting agreement were met. Accordingly, the Company recorded research and development expense for the year ended December 31, 2014 of $0.2 million, comprised of $50 thousand in cash and $0.1 million related to the issuance of 15,872 shares of the Company’s common stock. During the year ended December 31, 2015, the second and third clinical development milestones for one of the programs included in the consulting agreement was met. Accordingly, the Company recorded research and development expense for the year ended December 31, 2015 of $1.7 million, comprised of $0.5 million in cash and $1.2 million related to the issuance of 23,809 shares of the Company’s common stock, related to the achievement of these milestones. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
Redeemable Convertible Preferred Stock [Member] | |
Redeemable Convertible Preferred Stock | 5. Redeemable Convertible Preferred Stock The Company has newly authorized preferred stock amounting to 5,000,000 shares as of December 31, 2015 and 2014. The newly authorized preferred stock was classified under stockholders’ equity (deficit) as of December 31, 2015 and 2014. As of December 31, 2014 and 2013, the Company’s Certificate of Incorporation, as amended and restated, authorized the Company to issue no shares and 37,750,000, respectively, shares of $0.0001 par value preferred stock. In July 2014, all issued and outstanding redeemable convertible preferred stock was converted to common stock, see Note 2. The Company had issued Series A, Series B and Series C redeemable convertible preferred stock (collectively, the “Redeemable Preferred Stock”). The Redeemable Preferred Stock was classified outside of stockholders’ equity (deficit) as of December 31, 2013 because the shares contained redemption features that are not solely within the control of the Company. On March 18, 2013, the Company issued an additional 5,000,000 shares in the second funding of the second tranche of Series A Preferred Stock at $1.00 per share, resulting in net proceeds of $5.0 million. On July 1, 2013, the Company issued an additional 5,000,000 shares in the third funding of the second tranche of Series A Preferred Stock at $1.00 per share, resulting in net proceeds of $5.0 million. On September 12, 2013, the Company issued an additional 12,500,000 shares in the third tranche of Series A Preferred Stock at $1.00 per share, resulting in net proceeds of $12.5 million. On October 18, 2013, the Company issued 250,000 shares of Series A Preferred Stock at $1.00 per share, resulting in net proceeds of $0.3 million. On October 15, 2013, the Company entered into a Stock Purchase Agreement whereby the Company would issue up to $20.0 million of Series B redeemable convertible preferred stock (“Series B Preferred Stock”) at $1.50 per share. The initial purchase and sale in the amount of $10.0 million could have occurred once certain development milestones had been successfully achieved. The second tranche of $10.0 million could be issued after the initial closing and at the discretion of the Board of Directors. In November 2013, the Company met the development milestones to issue the first tranche of the Series B Preferred Stock. On January 7, 2014, the Company issued 6,666,666 shares of Series B Preferred Stock at $1.50 per share, resulting in net proceeds of $10.0 million. On February 12, 2014, the Company issued 3,333,333 shares of Series B Preferred Stock at $1.50 in a second closing, resulting in net proceeds of $5.0 million. At that time, the Company decided not to draw on the remaining $5.0 million of the second tranche of the Series B Preferred Stock. The Company incurred issuance costs of $30 thousand in 2014 with the issuance of the Series B Preferred Stock which were recorded as a reduction of the proceeds received. On March 11, 2014, the Company entered into a Stock Purchase Agreement whereby the Company issued 8,973,905 shares of Series C redeemable convertible preferred stock (“Series C Preferred Stock”) at $4.2345 per share for net proceeds of $38.0 million. The Company incurred issuance costs of $0.1 million in 2014 with the issuance of the Series C Preferred Stock which were recorded as a reduction of the proceeds received. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Common Stock | 6. Common Stock As of December 31, 2015 and 2014, the Company has authorized 120,000,000 shares of common stock with a par value of $0.0001 per share. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Board of Directors, if any. As of December 31, 2015 and 2014, no dividends have been declared. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 7. Stock-Based Compensation 2014 Stock Option Plan On July 2, 2014, the Company’s stockholders approved the 2014 Stock Option and Incentive Plan (the “2014 Stock Option Plan”), which became effective upon the completion of the IPO. The 2014 Stock Option Plan provides for the grant of restricted stock awards, incentive stock options and non-statutory stock options. The 2014 Stock Option Plan replaced the Company’s 2011 Stock Option and Grant Plan (the “2011 Stock Option Plan”). The Company will no longer grant stock options or other awards under the 2011 Stock Option Plan. Any options or awards outstanding under the 2011 Stock Option Plan remained outstanding and effective. As of December 31, 2015, the total number of shares reserved under all equity plans is 3,862,172, and the Company had 859,363 shares available for future issuance under such plans. The 2014 Stock Option Plan provides for an annual increase, to be added on the first day of each fiscal year, by up to 4% of the Company’s issued and outstanding shares of common stock on the immediately preceding December 31. Terms of restricted stock awards and stock option agreements, including vesting requirements, are determined by the Board of Directors or the Compensation Committee of the Board of Directors, subject to the provisions of the applicable stock option plan. Options and restricted stock awards granted by the Company generally vest based on the grantee’s continued service with the Company during a specified period following grant. Awards granted to employees generally vest ratably over four years, with a 25% cliff vesting at the one year anniversary for new employee awards. During 2013, the Company also granted a pool of option awards which vest ratably over one year. All awards are exercisable from the date of grant for a period of ten years. During 2015, the Company granted 497,100 options to employees to purchase shares of common stock that contain performance-based vesting criteria, primarily related to achievement of certain clinical and regulatory development milestones related to the Company’s product candidates. Recognition of stock-based compensation expense associated with these performance-based stock options commences when the performance condition is considered probable of achievement, using management’s best estimates. During the quarter ended June 30, 2015, the achievement of one milestone was considered probable and that milestone was achieved during the quarter ended September 30, 2015. The related expense was recognized over the estimated service period. This milestone represents 35% of the performance-based grants that were made during 2015. The achievement of the remaining milestones was deemed to be not probable as of December 31, 2015 and therefore no expense has been recognized related to these awards. During the year ended December 31, 2015, the Company recognized stock-based compensation expense of $4.8 million related to stock options with performance-based vesting criteria. Stock-based compensation expense recognized during the years ended December 31, 2015, 2014, and 2013 was as follows: Year Ended December 31, 2015 2014 2013 (in thousands) Stock-based compensation expense: Research and development $ 5,924 $ 1,093 $ 38 General and administrative 9,316 1,419 23 $ 15,240 $ 2,512 $ 61 For stock option awards, the fair value of the options is estimated at the grant date using the Black-Scholes option-pricing model, taking into account the terms and conditions upon which options are granted. The fair value of the options is amortized on a straight-line basis for awards to employees and on a graded basis for awards to non-employees over the requisite service period of the awards for awards to employees and graded vesting is used for non-employees. The weighted average grant date fair value per share relating to outstanding stock options granted under the Company’s stock option plans during the years ended December 31, 2015, 2014 and 2013 was $34.08, $14.33 and $0.38, respectively. The fair value of each option granted to employees and nonemployee directors during the years ended December 31, 2015, 2014 and 2013 under the Company’s stock option plans has been calculated on the date of grant using the following weighted average assumptions: Year Ended December 31, 2015 2014 2013 Expected dividend yield 0.00 % 0.00 % 0.00 % Expected volatility 90.54 % 98.86 % 99.89 % Risk free interest rate 1.59 % 1.95 % 1.66 % Expected term 6.03 years 6.38 years 6.04 years Expected dividend yield: Risk-free interest rate: Expected volatility: Expected term (in years): Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from estimates. The Company estimates forfeitures based on historical termination behavior. For the years ended December 31, 2015, 2014, and 2013, a forfeiture rate of 10% was applied. For options granted to nonemployees, the expected life of the option used is ten years, which is the contractual term of each such option. All other assumptions used to calculate the grant date fair value are generally consistent with the assumptions used for options granted to employees. The table below summarizes activity related to stock options: Shares Weighted Weighted Average years) Aggregate (in thousands) Outstanding as of December 31, 2014 1,996,615 $ 7.01 8.98 $ 59,362 Granted 1,516,307 45.64 Exercised (417,475 ) 1.44 Forfeited (92,638 ) 26.93 Outstanding as of December 31, 2015 3,002,809 $ 26.67 8.67 $ 96,479 Vested or expected to vest as of December 31, 2015 2,421,859 $ 24.89 8.60 $ 82,344 Exercisable as of December 31, 2015 723,895 $ 14.47 8.27 $ 31,729 As of December 31, 2015, the Company had unrecognized stock-based compensation expense related to its unvested service-based stock option awards of $31.5 million, which is expected to be recognized over the remaining weighted average vesting period of 3.01 years. The total fair value of shares vested for the years ended December 31, 2015, 2014 and 2013 was $9.2 million, $1.0 million, and $9 thousand, respectively. In addition, the Company has 358,976 shares of outstanding unvested stock options that vest upon the achievement of certain performance criteria. Total unrecognized compensation related to those awards was $7.8 million at December 31, 2015. The intrinsic value of stock options exercised during the years ended December 31, 2015 and 2014 was $28.4 million and $2.4 million, respectively, and the intrinsic value of stock options exercised during the year ended December 31, 2013 was zero. Restricted Stock Awards During the year ended December 31, 2013, the Company granted restricted stock awards to certain officers, employees, directors, and consultants of the Company. During the years ended December 31, 2015, 2014 and 2013, the Company recorded $0.3 million, $0.2 million and $11 thousand, respectively, of stock-based compensation expense related to its restricted stock. The table below summarizes activity relating to restricted stock: Shares Outstanding as of December 31, 2014 170,832 Issued — Vested (128,051 ) Forfeited — Repurchased — Outstanding as of December 31, 2015 42,781 As of December 31, 2015, the Company had unrecognized stock-based compensation expense related to its unvested restricted stock awards of $34 thousand, which is expected to be recognized over the remaining weighted average vesting period of 0.56 years. During the years ended December 31, 2015 and 2014, no shares of restricted stock were issued. During the year ended December 31, 2013, current and former employees of the Company purchased a total of 130,158 shares of restricted stock, resulting in proceeds of $50 thousand. Unvested shares are subject to repurchase by the Company, at the issuance price, upon the employee’s termination at the Company’s sole discretion. In the year ended December 31, 2014, the Company repurchased 6,778 shares of restricted common stock issued to employees at their $0.04 original purchase price per share. 2014 Employee Stock Purchase Plan On July 2, 2014, the Company’s stockholders approved the 2014 Employee Stock Purchase Plan. A total of 282,000 shares of common stock were initially authorized for issuance under this plan. The 2014 Employee Stock Purchase Plan became effective upon the completion of the IPO. As of December 31, 2015, 3,852 shares have been issued under this plan. Included in accrued liabilities at December 31, 2015 is $64 thousand of stock compensation expense related to an enrollment period for which the related shares had not been issued as of December 31, 2015. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 8. Net Loss Per Share Basic and diluted net income (loss) per share attributable to common stockholders was calculated as follows for the years ended December 31, 2015, 2014 and 2013: Year Ended December 31, 2015 2014 2013 Basic net loss per share attributable to common stockholders: Numerator: Net loss attributable to common stockholders (in thousands) $ (94,495 ) $ (36,105 ) $ (18,288 ) Denominator: Weighted average shares of common stock outstanding—basic 27,778,288 21,574,347 1,492,288 Dilutive effect of shares of common stock equivalents resulting from common stock options and preferred common stock (as converted) — — — Weighted average common stock outstanding—diluted 27,778,288 21,574,347 1,492,288 Net loss per share attributable to common stockholders—basic and diluted $ (3.40 ) $ (1.67 ) $ (12.26 ) The following common stock equivalents outstanding as of December 31, 2015 and 2014, were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive: Year Ended December 31, 2015 2014 Options to purchase common stock 2,643,833 1,621,906 Restricted stock 42,781 170,067 Employee Stock Purchase Plan 3,307 — 2,689,921 1,791,973 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes There is no provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. The reported amount of income tax expense for the years differs from the amount that would result from applying domestic federal statutory tax rates to pretax losses primarily because of changes in valuation allowance. A reconciliation of U.S. statutory rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2015 2014 2013 Tax due at statutory rate 34.0 % 34.0 % 34.0 % State taxes, net of federal 4.0 4.5 5.2 Permanent items (0.9 ) (1.0 ) (0.1 ) Foreign rate differential (3.1 ) — — Federal and state credits 9.0 8.5 1.5 Change in valuation allowance (43.1 ) (46.0 ) (40.5 ) Other 0.1 — (0.1 ) 0.0 % 0.0 % 0.0 % Significant components of the Company’s net deferred tax asset at December 31, 2015 and 2014 are as follows: December 31, 2015 2014 (in thousands) Net operating losses 44,172 21,907 Capitalized start-up costs 2,335 2,514 Accounting method change (1,347 ) (2,020 ) Tax credit carryforwards 17,013 4,433 Accrued expenses 1,062 494 Depreciation and amortization 716 332 Stock options 5,097 623 Others 21 20 Total net deferred tax asset before valuation allowance 69,069 28,303 Valuation allowance (69,069 ) (28,303 ) Net deferred tax asset — — As of December 31, 2015, the Company had federal and state net operating loss carryforwards of $131.5 million and $130.7 million, respectively, which begin to expire in 2031. As of December 31, 2015, the Company had federal and state research and development tax credits carryforwards of $1.6 million and $0.7 million, respectively, which begin to expire in 2031 and 2027, respectively. As of December 31, 2015, the Company had federal orphan drug tax credit carry forwards of $16.4 million, which begin to expire in 2034. At December 31, 2015, the Company has excess equity based compensation tax deductions related to net operating losses for federal and state purposes of $18.9 million and $18.9 million respectively. The Company has excess equity based compensation related to credits for federal and state purposes of $1.3 million and $0.2 million, respectively. These excess tax benefits have not been included in the net deferred tax assets before valuation allowance since these benefits would be credited directly to additional paid in capital if subsequently recognized through a reduction in taxes payable. As of December 31, 2015, net deferred tax assets increased approximately $40.8 million primarily due to the operating loss and tax credits incurred during the year. This increase in net deferred tax assets was offset by a corresponding increase in the valuation allowance. Management of the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are comprised principally of net operating loss carryforwards and capitalized start-up costs. Under the applicable accounting standards, management has considered the Company’s history of losses and concluded that it is more likely than not that the Company will not recognize the benefits of federal and state deferred tax assets. Accordingly, a full valuation allowance of $69.1 million and $28.3 million has been established at December 31, 2015 and 2014, respectively. Pursuant to Section 382 of the Internal Revenue Code, certain substantial changes in the Company’s ownership may result in a limitation on the amount of net operating loss carryforwards and tax carryforwards that may be used in future years. Utilization of the net operating loss (“NOL”) and tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL and tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company has not completed a study to assess whether an ownership change has occurred, or whether there have been multiple ownership changes since its formation, due to significant complexity and related costs associated with such a study. There could also be additional ownership changes in the future which may result in additional limitations on the utilization of NOL carryforwards and credits. Further, until a study is completed and any limitation is known, no amounts are being presented as an uncertain tax position. The Company applies the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. The following is a rollforward of the Company’s unrecognized tax benefits: Year Ended December 31, 2015 2014 2013 (in thousands) Unrecognized tax benefits—as of the beginning of the year $ — $ 2,880 $ 1,477 Gross increases—current period tax positions — — 1,403 Gross decreases—tax positions of prior periods — (2,880 ) — Unrecognized tax benefits—as of the end of the year $ — $ — $ 2,880 During 2014, the Company filed an application for change in accounting method with the IRS to capitalize start-up costs that were historically deducted and included as part of the NOL carryforward through December 31, 2013. As a result, the Company’s unrecognized tax benefits, which historically related to start-up costs, are zero at December 31, 2015. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense when in a taxable income position. As of December 31, 2015 and 2014, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations, and the Company’s tax returns are open under statute from 2012 to the present. The tax attributes prior to 2012 may still be adjusted upon examination. The Company’s policy is to record interest and penalties related to income taxes as part of the tax provision. During November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes. This ASU requires that deferred tax assets and liabilities be classified as non-current in a statement of financial position. The standard is effective for public companies for fiscal years beginning after December 31, 2016, including interim periods within that reporting period. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. The Company early adopted ASU 2015-17 effective December 31, 2015 on a prospective basis. Adoption of this ASU resulted in a reclassification of the current deferred tax liability to a non-current deferred tax liability, which is netted with the long-term deferred tax asset in its consolidated balance sheet as of December 31, 2015. No prior periods were retrospectively adjusted. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plan | 10. Employee Benefit Plan The Company maintains a 401(k) profit sharing plan (the “Plan”) for its employees. Each participant in the Plan may elect to contribute a portion of his or her annual compensation to the Plan subject to annual limits established by the Internal Revenue Service. Effective November 1, 2014, the Company instituted an employer match of 50% of eligible contributions up to 6% of employee contributions. For the years ended December 31, 2015 and 2014, the Company contributed $0.2 million and $15 thousand, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. Related Party Transactions Since inception, the Company has received consulting and management services from Third Rock Ventures LLC, which through its affiliates, owned 16.4% of the Company’s common stock at December 31, 2015. The Company recorded expenses of $21 thousand, $0.2 million, and $0.6 million for these services for the years ended December 31, 2015, 2014, and 2013, respectively. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | 12. Selected Quarterly Financial Data (Unaudited) The following table contains quarterly financial information for 2015 and 2014. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. 2015 First Quarter Second Third Fourth Total (in thousands, except per share amounts) Total operating expenses $ 16,897 $ 25,059 $ 24,082 $ 28,612 $ 94,650 Loss from operations (16,897 ) (25,059 ) (24,082 ) (28,612 ) (94,650 ) Net loss and comprehensive loss (16,871 ) (25,027 ) (24,035 ) (28,562 ) (94,495 ) Net loss attributable to common stockholders (16,871 ) (25,027 ) (24,035 ) (28,562 ) (94,495 ) Net loss per share attributable to common stockholders—basic and diluted $ (0.66 ) $ (0.90 ) $ (0.84 ) $ (0.99 ) $ (3.40 ) 2014 First Second Third Fourth Total (in thousands, except per share amounts) Total operating expenses $ 5,790 $ 6,188 $ 9,471 $ 12,361 $ 33,810 Loss from operations (5,790 ) (6,188 ) (9,471 ) (12,361 ) (33,810 ) Net loss and comprehensive loss (5,790 ) (6,192 ) (9,468 ) (12,361 ) (33,811 ) Net loss attributable to common stockholders (6,116 ) (7,769 ) (9,859 ) (12,361 ) (36,105 ) Net loss per share attributable to common stockholders—basic and diluted $ (3.70 ) $ (4.57 ) $ (0.50 ) $ (0.48 ) $ (1.67 ) |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | 13. Subsequent Event On January 12, 2016, the Company completed the sale of 3,157,894 shares of its common stock at a price to the public of $47.50 per share, resulting in net proceeds to the Company of $140.4 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include those of the Company and its subsidiaries after elimination of all intercompany accounts and transactions. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash A deposit of $39 thousand was restricted from withdrawal as of December 31, 2015 and 2014. The restriction is related to securing the Company’s facility lease and expires in 2022 in accordance with the operating lease agreement. This balance is included in restricted cash on the accompanying balance sheets. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs and maintenance costs are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any impairment losses on long-lived assets. |
Research and Development | Research and Development Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries and benefits, overhead costs, depreciation, contract services and other related costs. Research and development costs are expensed to operations as the related obligation is incurred. |
Research Contract Costs and Accruals | Research Contract Costs and Accruals The Company has entered into various research and development contracts with research institutions and other companies both inside and outside of the United States. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. |
Patent Costs | Patent Costs The Company expenses patent costs as incurred and classifies such costs as general and administrative expenses in the accompanying statements of operations and comprehensive loss. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for all stock-based awards made to employees and nonemployee directors, including grants of stock options and restricted stock, based on estimated fair value on date of grant, over the requisite service period. For stock options and restricted stock issued to nonemployee consultants, the Company recognizes the fair value of such instruments as an expense over the period in which the related services are received. The fair value of the awards and measurement of related stock-based compensation is subject to periodic adjustments as the underlying equity instruments vest. For awards that vest upon achievement of a performance condition, the Company recognizes compensation expense when achievement of the performance condition is deemed probable over the implicit service period. The fair value of each option grant is estimated using the Black-Scholes option-pricing model. Through July 2014, the Company was a private company and lacks sufficient Company-specific historical and implied volatility information. Therefore, the Company estimates expected volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its traded stock price. The expected term of the Company’s options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options, while the expected term of its options granted to consultants and nonemployees has been determined based on the contractual term of the options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company also applies a forfeiture rate in order to calculate stock-based compensation expense. To the extent actual forfeitures differ from the estimates, the difference will be recorded as a cumulative adjustment in the period the estimates are revised. The Company recognizes compensation expense for only the portion of awards that are expected to vest. Expected forfeitures are based on the Company’s historical experience and management’s expectations of future forfeitures. |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share Upon the closing of the Company’s IPO in July 2014, all of the Company’s outstanding shares of redeemable convertible preferred stock were converted into shares of common stock. Prior to this conversion, the Company followed the two-class method when computing net loss per share as the Company had issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s redeemable convertible preferred shares contractually entitled the holders of such shares to participate in dividends, but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, the two-class method did not apply for periods in which the Company reported a net loss or a net loss attributable to common stockholders resulting from dividends or accretion related to its redeemable convertible preferred shares. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and unvested restricted common shares, as determined using the treasury stock method. For periods in which the Company has reported net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is antidilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2015, 2014 and 2013. |
Risks and Uncertainties | Risks and Uncertainties The product candidates developed by the Company require approvals from the U.S. Food and Drug Administration or foreign regulatory agencies prior to commercial sales. There can be no assurance that the Company’s current and future product candidates will receive the necessary approvals. If the Company fails to successfully complete clinical development and generate results sufficient to file for regulatory approval or is denied approval or approval is delayed, it may have a material adverse impact on the Company’s business and its financial statements. The Company is subject to risks common to companies in the development stage including, but not limited to, dependency on the clinical success of its product candidates, ability to obtain regulatory approval of its product candidates, the commercial success of its product, if approved, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and consumers, significant competition and untested manufacturing capabilities. |
Concentration of Credit Risk and of Significant Suppliers | Concentration of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company has all cash and cash equivalents balances at two accredited financial institutions, in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates in effect for the year in which these temporary differences are expected to be recovered or settled. Valuation allowances are provided if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. During November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes. The Company early adopted ASU 2015-17 effective December 31, 2015 on a prospective basis. |
Fair Value Measurements | Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three categories: Level 1 — Quoted market prices in active markets for identical assets or liabilities. At December 31, 2015 and 2014, the Company’s Level 1 assets consisted of money market funds totaling $186.8 million and $127.8 million, respectively. Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. At December 31, 2015 and 2014, the Company had no Level 2 assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. At December 31, 2015 and 2014, the Company had no Level 3 assets or liabilities. The Company’s financial instruments generally consist of cash equivalents, accounts payable and accrued expenses. The carrying amounts for the applicable financial instruments reported in the balance sheets approximate their fair values at December 31, 2015 and 2014, respectively. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as other assets until such financings are consummated. After consummation of the IPO in July 2014, $2.3 million of these costs were recorded in stockholders’ equity as a reduction of additional paid-in capital generated as a result of the IPO. After consummation of the follow-on public offering of common stock in April 2015, $0.5 million of these costs were recorded in stockholders’ equity as a reduction of additional paid-in capital generated as a result of the offering. As of December 31, 2015, the Company had recorded deferred offering costs of $0.2 million which are shown as a non-current asset. They are for the follow-on public offering that was consummated in January 2016. |
Segment Data | Segment Data The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is on advancing medicines to treat central nervous system disorders, where there are inadequate or no approved existing therapies. All tangible assets are held within the United States. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. For the years ended December 31, 2015, 2014 and 2013, there was no difference between net loss and comprehensive loss. |
Public Offerings | Public Offerings On July 23, 2014, the Company completed the sale of 5,750,000 shares of its common stock in its IPO (the “IPO”), at a price to the public of $18.00 per share, resulting in net proceeds to the Company of $94.0 million after deducting underwriting discounts and commissions and offering costs paid by the Company. The shares began trading on Nasdaq Global Market on July 18, 2014. In connection with preparing for the IPO, the Company’s board of directors and stockholders approved a 1-for-3.15 reverse stock split of the Company’s common stock effective July 2, 2014. All share and per share amounts in the financial statements contained herein and notes thereto have been retroactively adjusted, where necessary, to give effect to this reverse stock split. In connection with the closing of the IPO, all of the Company’s outstanding redeemable convertible preferred stock automatically converted into shares of common stock as of July 23, 2014, resulting in the issuance by the Company of an additional 18,007,575 shares of common stock. The significant increase in common stock outstanding in July 2014 will impact the year-over-year comparability of the Company’s net loss per share calculations over the next year. On April 20, 2015, the Company completed the sale of 2,628,571 shares of common stock in an underwritten public offering of its common stock at a price to the public of $52.50 per share, resulting in net proceeds to the Company of $129.1 million after deducting underwriting discounts and commissions and offering costs paid by the Company. A description of the sale of shares of common stock held in January 2016 is included in Note 13. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued guidance that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. The guidance is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The guidance becomes effective for the Company in the year ending December 31, 2018, and the Company could early adopt the standard for the year ending December 31, 2017. The Company is currently assessing the method of adoption and the impact that this new accounting guidance will have on its consolidated financial statements and footnote disclosures. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40). The new guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company is evaluating the effect that this guidance will have on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the classification of deferred tax assets and liabilities. The new standard requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The standard is effective for interim and annual periods beginning after December 15, 2016 and allows for early adoption using a full retrospective method or a prospective method. The Company has elected to early adopt the provisions of this new standard using a prospective method. As a result, all deferred taxes as of December 31, 2015 are classified as noncurrent on a net basis in the Company’s consolidated balance sheet, while prior periods remain as previously reported. In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02— Leases Leases. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consists of the following: Useful Life December 31, 2015 2014 (in thousands) Computer hardware and software 3 $ 400 $ 206 Furniture and equipment 5 147 103 547 309 Less: Accumulated depreciation (261 ) (146 ) Property and equipment, net $ 286 $ 163 |
Summary of Accrued Expenses | Accrued expenses consist of the following: December 31, 2015 2014 (in thousands) Development costs $ 6,466 $ 2,788 Employee related expenses 2,718 1,279 Professional services 935 574 Other accrued expenses 29 46 $ 10,148 $ 4,687 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments, Under Non-Cancelable Operating Leases | Future minimum lease payments under non-cancelable operating leases are as follows at December 31, 2015: Years Ending December 31, (in thousands) 2016 $ 978 2017 1,088 2018 1,132 2019 1,154 2020 1,176 Thereafter 1,398 $ 6,926 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Recognized Stock-Based Compensation Expense | Stock-based compensation expense recognized during the years ended December 31, 2015, 2014, and 2013 was as follows: Year Ended December 31, 2015 2014 2013 (in thousands) Stock-based compensation expense: Research and development $ 5,924 $ 1,093 $ 38 General and administrative 9,316 1,419 23 $ 15,240 $ 2,512 $ 61 |
Summary of Weighted Average Assumptions Used to Compute Fair Value of Option Granted | The fair value of each option granted to employees and nonemployee directors during the years ended December 31, 2015, 2014, and 2013 under the Company’s stock option plans has been calculated on the date of grant using the following weighted average assumptions: Year Ended December 31, 2015 2014 2013 Expected dividend yield 0.00 % 0.00 % 0.00 % Expected volatility 90.54 % 98.86 % 99.89 % Risk free interest rate 1.59 % 1.95 % 1.66 % Expected term 6.03 years 6.38 years 6.04 years |
Summary of Activity Relating to Stock Options | The table below summarizes activity related to stock options: Shares Weighted Weighted Average years) Aggregate (in thousands) Outstanding as of December 31, 2014 1,996,615 $ 7.01 8.98 $ 59,362 Granted 1,516,307 45.64 Exercised (417,475 ) 1.44 Forfeited (92,638 ) 26.93 Outstanding as of December 31, 2015 3,002,809 $ 26.67 8.67 $ 96,479 Vested or expected to vest as of December 31, 2015 2,421,859 $ 24.89 8.60 $ 82,344 Exercisable as of December 31, 2015 723,895 $ 14.47 8.27 $ 31,729 |
Summary of Activity Relating to Restricted Stock | The table below summarizes activity relating to restricted stock: Shares Outstanding as of December 31, 2014 170,832 Issued — Vested (128,051 ) Forfeited — Repurchased — Outstanding as of December 31, 2015 42,781 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders | Basic and diluted net income (loss) per share attributable to common stockholders was calculated as follows for the years ended December 31, 2015, 2014 and 2013: Year Ended December 31, 2015 2014 2013 Basic net loss per share attributable to common stockholders: Numerator: Net loss attributable to common stockholders (in thousands) $ (94,495 ) $ (36,105 ) $ (18,288 ) Denominator: Weighted average shares of common stock outstanding—basic 27,778,288 21,574,347 1,492,288 Dilutive effect of shares of common stock equivalents resulting from common stock options and preferred common stock (as converted) — — — Weighted average common stock outstanding—diluted 27,778,288 21,574,347 1,492,288 Net loss per share attributable to common stockholders—basic and diluted $ (3.40 ) $ (1.67 ) $ (12.26 ) |
Summary of Common Stock Equivalents Outstanding | The following common stock equivalents outstanding as of December 31, 2015 and 2014, were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive: Year Ended December 31, 2015 2014 Options to purchase common stock 2,643,833 1,621,906 Restricted stock 42,781 170,067 Employee Stock Purchase Plan 3,307 — 2,689,921 1,791,973 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Summary of Reconciliation of U.S. Statutory Rate to Company's Effective Tax Rate | A reconciliation of U.S. statutory rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2015 2014 2013 Tax due at statutory rate 34.0 % 34.0 % 34.0 % State taxes, net of federal 4.0 4.5 5.2 Permanent items (0.9 ) (1.0 ) (0.1 ) Foreign rate differential (3.1 ) — — Federal and state credits 9.0 8.5 1.5 Change in valuation allowance (43.1 ) (46.0 ) (40.5 ) Other 0.1 — (0.1 ) 0.0 % 0.0 % 0.0 % |
Summary of Significant Components of Company's Net Deferred Tax Asset | Significant components of the Company’s net deferred tax asset at December 31, 2015 and 2014 are as follows: December 31, 2015 2014 (in thousands) Net operating losses 44,172 21,907 Capitalized start-up costs 2,335 2,514 Accounting method change (1,347 ) (2,020 ) Tax credit carryforwards 17,013 4,433 Accrued expenses 1,062 494 Depreciation and amortization 716 332 Stock options 5,097 623 Others 21 20 Total net deferred tax asset before valuation allowance 69,069 28,303 Valuation allowance (69,069 ) (28,303 ) Net deferred tax asset — — |
Summary of Rollforward of Company's Unrecognized Tax Benefits | The following is a rollforward of the Company’s unrecognized tax benefits: Year Ended December 31, 2015 2014 2013 (in thousands) Unrecognized tax benefits—as of the beginning of the year $ — $ 2,880 $ 1,477 Gross increases—current period tax positions — — 1,403 Gross decreases—tax positions of prior periods — (2,880 ) — Unrecognized tax benefits—as of the end of the year $ — $ — $ 2,880 |
Selected Quarterly Financial 27
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Information | The following table contains quarterly financial information for 2015 and 2014. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. 2015 First Quarter Second Third Fourth Total (in thousands, except per share amounts) Total operating expenses $ 16,897 $ 25,059 $ 24,082 $ 28,612 $ 94,650 Loss from operations (16,897 ) (25,059 ) (24,082 ) (28,612 ) (94,650 ) Net loss and comprehensive loss (16,871 ) (25,027 ) (24,035 ) (28,562 ) (94,495 ) Net loss attributable to common stockholders (16,871 ) (25,027 ) (24,035 ) (28,562 ) (94,495 ) Net loss per share attributable to common stockholders—basic and diluted $ (0.66 ) $ (0.90 ) $ (0.84 ) $ (0.99 ) $ (3.40 ) 2014 First Second Third Fourth Total (in thousands, except per share amounts) Total operating expenses $ 5,790 $ 6,188 $ 9,471 $ 12,361 $ 33,810 Loss from operations (5,790 ) (6,188 ) (9,471 ) (12,361 ) (33,810 ) Net loss and comprehensive loss (5,790 ) (6,192 ) (9,468 ) (12,361 ) (33,811 ) Net loss attributable to common stockholders (6,116 ) (7,769 ) (9,859 ) (12,361 ) (36,105 ) Net loss per share attributable to common stockholders—basic and diluted $ (3.70 ) $ (4.57 ) $ (0.50 ) $ (0.48 ) $ (1.67 ) |
Nature of the Business - Additi
Nature of the Business - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 12, 2016 | Apr. 20, 2015 | Jul. 23, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Nature Of Business [Line Items] | |||||||
Accumulated deficit | $ (161,340) | $ (66,845) | |||||
Net proceeds from sale of common stock | $ 94,000 | ||||||
Cash and cash equivalents | 186,753 | 127,766 | $ 8,066 | $ 2,802 | |||
Proceeds from underwritten initial public offering of common stock, net proceeds | $ 129,100 | 129,720 | $ 96,255 | ||||
Subsequent Event [Member] | |||||||
Nature Of Business [Line Items] | |||||||
Proceeds from underwritten initial public offering of common stock, net proceeds | $ 140,400 | ||||||
Redeemable Convertible Preferred Stock [Member] | |||||||
Nature Of Business [Line Items] | |||||||
Convertible preferred stock proceeds raised | $ 90,600 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Additional Information (Detail) | Apr. 20, 2015USD ($)$ / sharesshares | Jul. 23, 2014USD ($)$ / sharesshares | Jul. 02, 2014 | Apr. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Restricted cash deposit | $ 39,000 | $ 39,000 | ||||
Payment of offering costs | $ 2,300,000 | $ 500,000 | 584,000 | 2,285,000 | ||
Deferred offering costs | $ 200,000 | |||||
Issuance of common stock, shares | shares | 2,628,571 | |||||
Common stock price per share | $ / shares | $ 52.50 | |||||
Proceeds from initial public offering of common stock, net of commissions and underwriting discounts | $ 94,000,000 | |||||
Reverse stock split description | In connection with preparing for the IPO, the Company's board of directors and stockholders approved a 1-for-3.15 reverse stock split of the Company's common stock | |||||
Reverse stock split effective date | Jul. 2, 2014 | |||||
Reverse stock split ratio | 0.3175 | |||||
Issuance of additional shares of common stock upon conversion | shares | 18,007,575 | |||||
Proceeds from underwritten initial public offering of common stock, net proceeds | $ 129,100,000 | $ 129,720,000 | 96,255,000 | |||
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Assets fair value | 186,800,000 | 127,800,000 | ||||
Fair Value, Inputs, Level 2 [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Assets fair value | 0 | 0 | ||||
Liabilities fair value | 0 | 0 | ||||
Fair Value, Inputs, Level 3 [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Assets fair value | 0 | 0 | ||||
Liabilities fair value | $ 0 | $ 0 | ||||
Initial Public Offering [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Issuance of common stock, shares | shares | 5,750,000 | |||||
Common stock price per share | $ / shares | $ 18 | |||||
Proceeds from initial public offering of common stock, net of commissions and underwriting discounts | $ 94,000,000 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 547 | $ 309 |
Less: Accumulated depreciation | (261) | (146) |
Property and equipment, net | $ 286 | 163 |
Computer Hardware and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 3 years | |
Property and equipment, gross | $ 400 | 206 |
Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 5 years | |
Property and equipment, gross | $ 147 | $ 103 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization | $ 100 | $ 100 | $ 47 |
Balance Sheet Components - Su32
Balance Sheet Components - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Development costs | $ 6,466 | $ 2,788 |
Employee related expenses | 2,718 | 1,279 |
Professional services | 935 | 574 |
Other accrued expenses | 29 | 46 |
Total accrued expenses | $ 10,148 | $ 4,687 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases - Additional Information (Detail) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2013USD ($)ft² | Dec. 31, 2015USD ($)ft² | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Commitments And Contingencies [Line Items] | ||||
Rent expense, net of sublease income | $ | $ 400 | $ 300 | $ 300 | |
Operating Lease One [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Office space rented under operating lease | ft² | 22,067 | |||
Operating lease end year | 2,022 | |||
Sublease Agreement [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Area of leased property | ft² | 1,900 | |||
Lease income per month | $ | $ 4 |
Commitments and Contingencies34
Commitments and Contingencies - Schedule of Future Minimum Lease Payments, Under Non-Cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 978 |
2,017 | 1,088 |
2,018 | 1,132 |
2,019 | 1,154 |
2,020 | 1,176 |
Thereafter | 1,398 |
Total Operating leases, future minimum payments | $ 6,926 |
Commitments and Contingencies35
Commitments and Contingencies - CyDex License Agreement - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments And Contingencies [Line Items] | |||
Research and development expense | $ 69,357,000 | $ 24,100,000 | $ 14,357,000 |
CyDex License Agreement [Member] | |||
Commitments And Contingencies [Line Items] | |||
Research and development expense | 100,000 | ||
CyDex License Agreement [Member] | First and Second Clinical Development Milestones [Member] | |||
Commitments And Contingencies [Line Items] | |||
Expected milestone payments | 800,000 | ||
CyDex License Agreement [Member] | First and Second Regulatory Milestones [Member] | |||
Commitments And Contingencies [Line Items] | |||
Expected milestone payments | 3,800,000 | ||
CyDex License Agreement [Member] | Third and Fourth Clinical Development Milestones [Member] | |||
Commitments And Contingencies [Line Items] | |||
Expected milestone payments | 1,300,000 | ||
CyDex License Agreement [Member] | Third and Fourth Regulatory Milestones [Member] | |||
Commitments And Contingencies [Line Items] | |||
Expected milestone payments | 8,500,000 | ||
CyDex License Agreement [Member] | Clinical Development [Member] | |||
Commitments And Contingencies [Line Items] | |||
Expected milestone payments | 800,000 | ||
Research and development expense related to milestone expense | 800,000 | 0 | 0 |
Milestone payments | 800,000 | $ 0 | $ 0 |
CyDex License Agreement [Member] | Regulatory Milestones [Member] | |||
Commitments And Contingencies [Line Items] | |||
Expected milestone payments | $ 1,800,000 |
Commitments and Contingencies36
Commitments and Contingencies - Washington University License Agreement - Additional Information (Detail) - Washington University License Agreement [Member] - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments And Contingencies [Line Items] | ||||
Upfront non-refundable payment | $ 50,000 | |||
Annual license maintenance fee | 15,000 | |||
Issuance of common stock, shares | 47,619 | |||
Research and development expense related to milestone expense | $ 100,000 | |||
Clinical Development [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Expected milestone payments | 700,000 | |||
Regulatory Milestones [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Expected milestone payments | $ 500,000 | |||
Research and development expense related to milestone expense | $ 50,000 | $ 0 | ||
Milestone payments | $ 50,000 | $ 0 |
Commitments and Contingencies37
Commitments and Contingencies - University of California License Agreements - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2013 | |
Commitments And Contingencies [Line Items] | |||||
Milestone or royalty payments, expense recognized | $ 0 | $ 0 | |||
University of California License Agreement [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Percentage of net sales | 1.00% | ||||
Upfront payment | $ 50,000 | ||||
Annual license maintenance fee | 15,000 | ||||
University of California License Agreement [Member] | After The Effective Date [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Licenses Expiration period, maximum | 27 years | ||||
University of California License Agreement [Member] | After The First Sale [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Licenses Expiration period, maximum | 15 years | ||||
University of California License Agreement [Member] | Clinical Development [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Expected milestone payments | $ 100,000 | ||||
Research and development expense related to milestone expense | $ 100,000 | ||||
Milestone payments | $ 100,000 | ||||
University of California License Agreement [Member] | Regulatory Milestones [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Expected milestone payments | 700,000 | ||||
University of California License Agreement [Member] | Sales Milestones [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Expected milestone payments | $ 2,000,000 |
Commitments and Contingencies38
Commitments and Contingencies - Consulting Agreement - Additional Information (Detail) - Consulting Agreement [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Clinical Development and Regulatory Milestones [Member] | |||
Commitments And Contingencies [Line Items] | |||
Milestone payment | $ 2,000,000 | ||
Shares of common stock for attaining milestones | 126,984 | ||
First Clinical Development Milestones [Member] | |||
Commitments And Contingencies [Line Items] | |||
Research and development expense related to milestone expense | $ 200,000 | ||
Milestone payments | 50,000 | ||
Payments for stock issued upon reaching a milestone | $ 100,000 | ||
Milestone based share compensation, shares issued | 15,872 | ||
Second and Third Clinical Development Milestones [Member] | |||
Commitments And Contingencies [Line Items] | |||
Research and development expense related to milestone expense | $ 1,700,000 | ||
Milestone payments | 500,000 | ||
Payments for stock issued upon reaching a milestone | $ 1,200,000 | ||
Milestone based share compensation, shares issued | 23,809 |
Redeemable Convertible Prefer39
Redeemable Convertible Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 11, 2014 | Feb. 12, 2014 | Jan. 07, 2014 | Oct. 18, 2013 | Sep. 12, 2013 | Jul. 01, 2013 | Mar. 18, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Nov. 30, 2013 | Oct. 15, 2013 |
Temporary Equity [Line Items] | ||||||||||||
Redeemable convertible preferred stock, shares authorized | 0 | 37,750,000 | ||||||||||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Redeemable convertible preferred stock, par value | $ 1 | |||||||||||
Redeemable convertible preferred stock, shares issued | 250,000 | |||||||||||
Proceeds from the issuance of preferred stock, net proceeds | $ 300 | |||||||||||
Redeemable convertible preferred Stock, issuance costs | $ 18 | |||||||||||
Series A Preferred Stock [Member] | Second Tranche [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Redeemable convertible preferred stock, par value | $ 1 | $ 1 | ||||||||||
Redeemable convertible preferred stock, shares issued | 5,000,000 | 5,000,000 | ||||||||||
Proceeds from the issuance of preferred stock, net proceeds | $ 5,000 | $ 5,000 | ||||||||||
Series A Preferred Stock [Member] | Third Tranche [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Redeemable convertible preferred stock, par value | $ 1 | |||||||||||
Redeemable convertible preferred stock, shares issued | 12,500,000 | |||||||||||
Proceeds from the issuance of preferred stock, net proceeds | $ 12,500 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Redeemable convertible preferred stock, par value | $ 1.50 | $ 1.50 | $ 1.50 | |||||||||
Redeemable convertible preferred stock, shares issued | 3,333,333 | 6,666,666 | 20,000,000 | |||||||||
Proceeds from the issuance of preferred stock, net proceeds | $ 5,000 | $ 10,000 | ||||||||||
Redeemable convertible preferred stock | $ 10,000 | |||||||||||
Redeemable convertible preferred Stock, issuance costs | $ 30 | |||||||||||
Series B Preferred Stock [Member] | Second Tranche [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Redeemable convertible preferred stock, Undrawn amount | $ 5,000 | |||||||||||
Series B Preferred Stock [Member] | First Tranche [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Redeemable convertible preferred stock | $ 10,000 | |||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Redeemable convertible preferred stock, par value | $ 4.2345 | |||||||||||
Redeemable convertible preferred stock, shares issued | 8,973,905 | |||||||||||
Proceeds from the issuance of preferred stock, net proceeds | $ 38,000 | |||||||||||
Redeemable convertible preferred Stock, issuance costs | $ 110 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Dividends declared | $ 0 | $ 0 |
Voting rights | Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company's stockholders. |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 02, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation granted under plan vest period | 4 years | 1 year | ||
Share based compensation, vest period | 1 year | |||
Share based compensation, term of plan | 10 years | |||
Weighted average grant date fair value per share | $ 34.08 | $ 14.33 | $ 0.38 | |
Share option, forfeiture rate | 10.00% | 10.00% | 10.00% | |
Total unrecognized stock-based compensation expense | $ 7,800 | |||
Stock-based compensation expense | $ 15,240 | $ 2,512 | $ 61 | |
Options to Purchase Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option grant | 1,516,307 | |||
Total unrecognized stock-based compensation expense | $ 31,500 | |||
Weighted average period of unrecognized compensation costs | 3 years 4 days | |||
Total fair value of shares vested | $ 9,200 | 1,000 | 9 | |
Intrinsic value of options exercised | $ 28,400 | 2,400 | 0 | |
Number of shares outstanding unvested stock options | 358,976 | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized stock-based compensation expense | $ 34 | |||
Weighted average period of unrecognized compensation costs | 6 months 22 days | |||
Stock-based compensation expense | $ 300 | $ 200 | $ 11 | |
Issued, Shares-Restricted stock | 0 | 0 | 130,158 | |
Proceeds from restricted shares sold to employees | $ 50 | |||
Stock repurchased, shares | 0 | 6,778 | ||
Stock repurchased, purchase price per share | $ 0.04 | |||
Share-based Compensation Award, Tranche One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation, vesting percentage | 25.00% | |||
2014 Stock Option Plan and 2011 Stock Option Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total number of shares reserved under equity plan | 3,862,172 | |||
Number of shares available for future issuance under the plan | 859,363 | |||
2011 Stock Option Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option grant | 0 | |||
2014 Stock Option Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of performance based grants that were achieved | 35.00% | |||
2014 Stock Option Plan [Member] | Performance Milestone [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options with performance-based criteria | 497,100 | |||
Stock-based compensation expense | $ 4,800 | |||
2014 Stock Option Plan [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of increase to stock option on issued and outstanding shares of Common stock | 4.00% | |||
2014 Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options with performance-based criteria | 282,000 | |||
Number of shares issued under the plan | 3,852 | |||
Accrued liabilities | $ 64 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Recognized Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total Stock-based compensation expense | $ 15,240 | $ 2,512 | $ 61 |
Research and Development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total Stock-based compensation expense | 5,924 | 1,093 | 38 |
General and Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total Stock-based compensation expense | $ 9,316 | $ 1,419 | $ 23 |
Stock-Based Compensation - Su43
Stock-Based Compensation - Summary of Weighted Average Assumptions Used to Compute Fair Value of Option Granted (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 90.54% | 98.86% | 99.89% |
Risk free interest rate | 1.59% | 1.95% | 1.66% |
Expected term | 6 years 11 days | 6 years 4 months 17 days | 6 years 15 days |
Stock-Based Compensation - Su44
Stock-Based Compensation - Summary of Activity Relating to Stock Options (Detail) - Options to Purchase Common Stock [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning balance, Stock options | 1,996,615 | |
Granted, Stock options | 1,516,307 | |
Exercised, Stock options | (417,475) | |
Forfeited, Stock options | (92,638) | |
Ending balance, Outstanding Shares-Stock options | 3,002,809 | 1,996,615 |
Vested or expected to vest, Stock options | 2,421,859 | |
Exercisable, Stock options | 723,895 | |
Beginning balance, Weighted Average Exercise Price-Stock options | $ 7.01 | |
Granted, Weighted Average Exercise Price-Stock options | 45.64 | |
Exercised, Weighted Average Exercise Price-Stock options | 1.44 | |
Forfeited, Weighted Average Exercise Price-Stock options | 26.93 | |
Ending balance, Outstanding Weighted Average Exercise Price-Stock options | 26.67 | $ 7.01 |
Vested or expected to vest, Weighted Average Exercise Price-Stock options | 24.89 | |
Exercisable, Weighted Average Exercise Price-Stock options | $ 14.47 | |
Outstanding, Weighted Average Remaining Life-Stock options | 8 years 8 months 1 day | 8 years 11 months 23 days |
Vested or expected to vest, Weighted Average Remaining Life-Stock options | 8 years 7 months 6 days | |
Exercisable, Weighted Average Remaining Life-Stock options | 8 years 3 months 7 days | |
Outstanding, Aggregate Intrinsic Value-Stock options | $ 96,479 | $ 59,362 |
Vested or expected to vest, Aggregate Intrinsic Value-Stock options | 82,344 | |
Exercisable, Aggregate Intrinsic Value-Stock options | $ 31,729 |
Stock-Based Compensation - Su45
Stock-Based Compensation - Summary of Activity Relating to Restricted Stock (Detail) - Restricted Stock [Member] - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, Shares at beginning balance-Restricted stock | 170,832 | ||
Issued, Shares-Restricted stock | 0 | 0 | 130,158 |
Vested, Shares-Restricted stock | (128,051) | ||
Forfeited, Shares-Restricted stock | 0 | ||
Repurchased, Shares-Restricted stock | 0 | (6,778) | |
Outstanding, Shares at ending balance-Restricted stock | 42,781 | 170,832 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | |||||||||||
Net loss attributable to common stockholders | $ (28,562) | $ (24,035) | $ (25,027) | $ (16,871) | $ (12,361) | $ (9,859) | $ (7,769) | $ (6,116) | $ (94,495) | $ (36,105) | $ (18,288) |
Denominator: | |||||||||||
Weighted average shares of common stock outstanding-basic | 27,778,288 | 21,574,347 | 1,492,288 | ||||||||
Dilutive effect of shares of common stock equivalents resulting from common stock options and preferred common stock (as converted) | 0 | 0 | 0 | ||||||||
Weighted average common stock outstanding-diluted | 27,778,288 | 21,574,347 | 1,492,288 | ||||||||
Net loss per share attributable to common stockholders-basic and diluted | $ (0.99) | $ (0.84) | $ (0.90) | $ (0.66) | $ (0.48) | $ (0.50) | $ (4.57) | $ (3.70) | $ (3.40) | $ (1.67) | $ (12.26) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Common Stock Equivalents Outstanding (Detail) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock equivalents | 2,689,921 | 1,791,973 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock equivalents | 2,643,833 | 1,621,906 |
Employee Stock Purchase Plan [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock equivalents | 42,781 | 170,067 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock equivalents | 3,307 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Line Items] | ||||
Provision for income taxes | $ 0 | |||
Federal operating loss carryforwards | 131,500,000 | |||
State operating loss carryforwards | $ 130,700,000 | |||
Federal and state net operating loss carryforwards expiration year | 2,031 | |||
Federal orphan drug tax credit carry forwards | $ 16,400,000 | |||
Tax credit carry forwards expiration period | 2,034 | |||
Change in amount of deferred tax assets | $ 40,800,000 | |||
Valuation allowance | $ 69,069,000 | $ 28,303,000 | ||
Income tax position description | For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. | |||
Unrecognized tax benefit related to start-up costs | $ 0 | $ 2,880,000 | $ 1,477,000 | |
Accrued interest or penalties related to uncertain tax positions | 0 | $ 0 | ||
Uncertain tax positions | 0 | |||
Domestic Tax Authority [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Research and development tax credits carryforwards | $ 1,600,000 | |||
Research and development tax credits carryforwards expiration year | 2,031 | |||
Excess equity based compensation, tax deductions | $ 18,900,000 | |||
Excess equity based compensation, tax credits | 1,300,000 | |||
State and Local Jurisdiction [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Research and development tax credits carryforwards | $ 700,000 | |||
Research and development tax credits carryforwards expiration year | 2,027 | |||
Excess equity based compensation, tax deductions | $ 18,900,000 | |||
Excess equity based compensation, tax credits | $ 200,000 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of U.S. Statutory Rate to Company's Effective Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Tax due at statutory rate | 34.00% | 34.00% | 34.00% |
State taxes, net of federal | 4.00% | 4.50% | 5.20% |
Permanent items | (0.90%) | (1.00%) | (0.10%) |
Foreign rate differential | (3.10%) | ||
Federal and state credits | 9.00% | 8.50% | 1.50% |
Change in valuation allowance | (43.10%) | (46.00%) | (40.50%) |
Other | 0.10% | (0.10%) | |
Total effective tax rate | 0.00% | 0.00% | 0.00% |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Components of Company's Net Deferred Tax Asset (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 44,172 | $ 21,907 |
Capitalized start-up costs | 2,335 | 2,514 |
Accounting method change | (1,347) | (2,020) |
Tax credit carryforwards | 17,013 | 4,433 |
Accrued expenses | 1,062 | 494 |
Depreciation and amortization | 716 | 332 |
Stock options | 5,097 | 623 |
Others | 21 | 20 |
Total net deferred tax asset before valuation allowance | 69,069 | 28,303 |
Valuation allowance | (69,069) | (28,303) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Summary of Rollf
Income Taxes - Summary of Rollforward of Company's Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits-as of the beginning of the year | $ 2,880 | $ 1,477 |
Gross increases-current period tax positions | 1,403 | |
Gross decreases-tax positions of prior periods | $ (2,880) | |
Unrecognized tax benefits-as of the end of the year | $ 2,880 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Thousands | Nov. 01, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Options Outstanding, Weighted Average Exercise Price, and Additional Disclosures [Abstract] | |||
Employer matching contribution, percent of match | 50.00% | ||
Maximum annual contributions per employee, percent | 6.00% | ||
Employer contribution | $ 200 | $ 15 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Third Rock Ventures LLC [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Percentage of ownership held with related party transactions | 16.40% | ||
Payment for consulting and management services | $ 21 | $ 200 | $ 600 |
Selected Quarterly Financial 54
Selected Quarterly Financial Data (Unaudited) - Summary of Quarterly Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total operating expenses | $ 28,612 | $ 24,082 | $ 25,059 | $ 16,897 | $ 12,361 | $ 9,471 | $ 6,188 | $ 5,790 | $ 94,650 | $ 33,810 | $ 18,279 |
Loss from operations | (28,612) | (24,082) | (25,059) | (16,897) | (12,361) | (9,471) | (6,188) | (5,790) | (94,650) | (33,810) | (18,279) |
Net loss and comprehensive loss | (28,562) | (24,035) | (25,027) | (16,871) | (12,361) | (9,468) | (6,192) | (5,790) | (94,495) | (33,811) | (18,281) |
Net loss attributable to common stockholders | $ (28,562) | $ (24,035) | $ (25,027) | $ (16,871) | $ (12,361) | $ (9,859) | $ (7,769) | $ (6,116) | $ (94,495) | $ (36,105) | $ (18,288) |
Net loss per share attributable to common stockholders-basic and diluted | $ (0.99) | $ (0.84) | $ (0.90) | $ (0.66) | $ (0.48) | $ (0.50) | $ (4.57) | $ (3.70) | $ (3.40) | $ (1.67) | $ (12.26) |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jan. 12, 2016 | Apr. 20, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | ||||
Issuance of common stock, shares | 2,628,571 | |||
Common stock price per share | $ 52.50 | |||
Proceeds from public offering of common stock, net of commissions and underwriting discounts and estimated offering expenses | $ 129,100 | $ 129,720 | $ 96,255 | |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Issuance of common stock, shares | 3,157,894 | |||
Common stock price per share | $ 47.50 | |||
Proceeds from public offering of common stock, net of commissions and underwriting discounts and estimated offering expenses | $ 140,400 |