Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 30, 2015 | |
Document Entity Information [Abstract] | ||
Entity Registrant Name | Minerva Neurosciences, Inc. | |
Entity Central Index Key | 1,598,646 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 24,721,143 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | NERV |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 16,836,667 | $ 18,545,702 |
Marketable securities - current portion | 20,650,869 | |
Restricted cash | 80,000 | 35,014 |
Prepaid expenses and other current assets | 1,243,414 | 756,979 |
Total current assets | 38,810,950 | 19,337,695 |
Marketable securities - noncurrent | 1,407,345 | |
Equipment, net | 30,489 | 43,446 |
In-process research and development | 34,200,000 | 34,200,000 |
Goodwill | 14,869,399 | 14,869,399 |
Total assets | 89,318,183 | 68,450,540 |
Current liabilities | ||
Notes payable - current portion | 251,594 | |
Accounts payable | 734,798 | 641,813 |
Accrued expenses and other current liabilities | 2,224,631 | 1,645,258 |
Accrued collaborative expenses | 1,222,420 | |
Total current liabilities | 3,211,023 | 3,509,491 |
Notes payable - noncurrent | 9,606,084 | |
Deferred taxes | 13,433,760 | 13,433,760 |
Other noncurrent liabilities | 7,694 | |
Total liabilities | $ 26,250,867 | $ 16,950,945 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock; $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding as of September 30, 2015 and December 31, 2014, respectively | ||
Common stock; $0.0001 par value; 125,000,000 shares authorized; 24,721,143 and 18,439,482 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | $ 2,472 | $ 1,844 |
Additional paid-in capital | 156,438,477 | 126,228,981 |
Accumulated deficit | (93,373,633) | (74,731,230) |
Total stockholders’ equity | 63,067,316 | 51,499,595 |
Total liabilities and stockholders’ equity | $ 89,318,183 | $ 68,450,540 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 24,721,143 | 18,439,482 |
Common stock, shares outstanding | 24,721,143 | 18,439,482 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Expenses | ||||
Research and development | $ 3,828,197 | $ 24,737,835 | $ 12,274,090 | $ 39,939,958 |
General and administrative | 1,876,458 | 2,413,516 | 5,641,387 | 7,484,556 |
Total expenses | 5,704,655 | 27,151,351 | 17,915,477 | 47,424,514 |
Loss from operations | (5,704,655) | (27,151,351) | (17,915,477) | (47,424,514) |
Foreign exchange (losses) gains | (2,280) | 10,989 | (15,432) | 14,975 |
Investment income | 37,863 | 64,906 | ||
Interest expense | (269,950) | (14,835) | (776,400) | (2,049,738) |
Net loss | $ (5,939,022) | $ (27,155,197) | $ (18,642,403) | $ (49,459,277) |
Net loss per share, basic and diluted | $ (0.24) | $ (1.53) | $ (0.81) | $ (4.58) |
Weighted average shares outstanding, basic and diluted | 24,721,143 | 17,752,371 | 22,972,402 | 10,798,432 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2015 - USD ($) | Total | Common Stock | Common StockPrivate Placement | Additional Paid In Capital | Accumulated Deficit |
Balance at Dec. 31, 2014 | $ 51,499,595 | $ 1,844 | $ 126,228,981 | $ (74,731,230) | |
Balance (in shares) at Dec. 31, 2014 | 18,439,482 | 18,439,482 | |||
Issuance of common stock and warrants pursuant to a private placement, net of issuance costs of $2,466,984 | $ 28,533,015 | $ 628 | 28,532,387 | ||
Issuance of common stock and warrants pursuant to a private placement, net of issuance costs of $2,473,189 (in shares) | 6,281,661 | ||||
Issuance of warrant pursuant to loan agreement | 166,344 | 166,344 | |||
Stock-based compensation | 1,510,765 | 1,510,765 | |||
Net loss | (18,642,403) | (18,642,403) | |||
Balances at Sep. 30, 2015 | $ 63,067,316 | $ 2,472 | $ 156,438,477 | $ (93,373,633) | |
Balance (in shares) at Sep. 30, 2015 | 24,721,143 | 24,721,143 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) (Unaudited) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Issuance cost | $ 2,466,984 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (18,642,403) | $ (49,459,277) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 12,957 | 29,879 |
Amortization of debt discount recorded as interest expense | 277,025 | 1,952,309 |
Amortization of marketable securities premium | 159,680 | |
Stock-based compensation expense | 1,510,765 | 15,720,011 |
Change in fair value of derivative | (10,093) | |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | (427,074) | (539,761) |
Accounts payable | 92,985 | 658,863 |
Accrued expenses and other current liabilities | 579,373 | (682,549) |
Other Accrued Liabilities, collaborative expenses | (1,222,420) | 1,386,493 |
Other noncurrent liabilities | (7,694) | |
Net cash used in operating activities | (17,666,806) | (30,944,125) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (23,279,285) | |
Proceeds from the redemption of marketable securities | 944,683 | |
Cash acquired in business combination | 1,167,869 | |
Restricted cash | (44,986) | |
Purchases of equipment | (33,739) | |
Net cash (used in) provided by investing activities | (22,379,588) | 1,134,130 |
Cash flows from financing activities: | ||
Proceeds from loans | 10,000,000 | 1,882,817 |
Repayments of loans | (1,882,817) | |
Costs paid in connection with loans | (195,656) | |
Proceeds from sales of common stock in initial public offering | 31,334,702 | |
Proceeds from sales of common stock and warrants in private placement | 30,999,999 | 23,706,118 |
Costs paid in connection with private placement | (2,466,984) | (280,000) |
Public offering costs paid | (3,129,584) | |
Net cash provided by financing activities | 38,337,359 | 51,631,236 |
Net (decrease) increase in cash and cash equivalents | (1,709,035) | 21,821,241 |
Cash and cash equivalents | ||
Beginning of period | 18,545,702 | 1,818,317 |
End of period | 16,836,667 | 23,639,558 |
Supplemental disclosure: | ||
Cash paid for interest | $ 440,625 | |
Supplemental disclosure of noncash investing and financing activities | ||
Common stock issued as consideration for business acquisition | 16,541,834 | |
Plus liabilities assumed: | ||
Accrued expenses and other | 321,417 | |
ProteoSys milestone payable | 681,600 | |
Deferred tax liability | 5,970,560 | |
Less assets acquired: | ||
Prepaid expenses | 42,926 | |
Equipment | 28,204 | |
In-process research and development | 15,200,000 | |
Goodwill | 7,076,412 | |
Cash acquired in business merger | 1,167,869 | |
Deferred public offering costs included in accrued expenses and other liabilities | 10,250 | |
Conversion of debt and interest to common stock | $ 2,112,000 |
Nature of Operations and Liquid
Nature of Operations and Liquidity | 9 Months Ended |
Sep. 30, 2015 | |
Nature Of Operations And Liquidity Disclosure [Abstract] | |
Nature of Operations and Liquidity | NOTE 1 — NATURE OF OPERATIONS AND LIQUIDITY Nature of Operations Minerva Neurosciences, Inc. (“Minerva” or the “Company”), formerly known as Cyrenaic Pharmaceuticals Inc. (“Cyrenaic”) was incorporated on April 23, 2007. On November 12, 2013, Sonkei Pharmaceuticals, Inc. (“Sonkei”), a biopharmaceutical company focused on the development of an experimental drug for the treatment of depression and an affiliated company through certain common ownership, was merged into Cyrenaic with Cyrenaic being the surviving company. Subsequent to the merger, Cyrenaic changed its name to Minerva Neurosciences, Inc. The Company is a clinical-stage biopharmaceutical company focused on the development and commercialization of a portfolio of product candidates to treat central nervous system (“CNS”) diseases. On February 11, 2014, the Company acquired Mind-NRG (discussed further in Note 3 — Business Acquisition). Mind-NRG is a Swiss development stage biopharmaceutical company focused on the development and commercialization of an experimental drug for the treatment of Parkinson’s disease. The Company acquired 100% of the share capital of Mind-NRG largely to obtain the intellectual property estate which underpins Mind-NRG’s lead product candidate, renamed MIN-301. On February 12, 2014, subject to the completion of an initial public offering (“IPO”), the Company entered into a co-development and license agreement (discussed further in Note 8 — Co-Development and License Agreement) pursuant to which the licensor, Janssen Pharmaceutica N.V. (“Janssen”), granted the Company an exclusive license, in certain territories, under certain patent and patent applications to sell products containing any orexin 2 compound, controlled by the licensor and claimed in a licensor patent right, as an active ingredient, or MIN-202, for any use in humans. The license became effective on July 7, 2014 at the closing of the IPO and the payment of the $22.0 million license fee was made at that date. Going Concern The Company has limited capital resources and has incurred recurring operating losses and negative cash flows from operations since inception. As of September 30, 2015, the Company has an accumulated deficit of approximately $93.4 million. Management expects to continue to incur operating losses and negative cash flows from operations. The Company has financed its business to date from proceeds from the sale of common stock, loans and convertible promissory notes. In January 2015, the Company entered into a loan and security agreement and drew down on $10.0 million in term loans. In March 2015, the Company closed the sale of 6,281,661 shares of common stock and warrants to purchase an equal number of shares of common stock in a private placement resulting in net proceeds to the Company of $28.5 million after deducting placement fees and issuance costs. The Company believes that based on its operating plan, cash on hand at September 30, 2015 and the proceeds from the term loans and the private placement in March 2015 will be sufficient to fund the Company’s operations into the fourth quarter of 2016. The Company will need to raise additional capital in order to continue to fund operations and fully fund its clinical development programs. The Company believes that it will be able to obtain additional working capital through equity financings or other arrangements to fund operations; however, there can be no assurance that such additional financing, if available, can be obtained on terms acceptable to the Company. If the Company is unable to obtain such additional financing, future operations would need to be scaled back or discontinued. The accompanying condensed consolidated financial statements have been prepared as though the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting and the requirements of the Securities and Exchange Commission (“SEC”) in accordance with Regulation S-X, Rule 10-01. Under those rules, certain footnotes and financial information that are normally required for annual financial statements can be condensed or omitted. In the opinion of the Company’s management, the accompanying financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of September 30, 2015 and the results of operations for the three and nine months ended September 30, 2015 and 2014 and cash flows for the nine months ended September 30, 2015 and 2014. The results of operations for the three and nine months ended September 30, 2015, are not necessarily indicative of the results to be expected for the full year. When preparing financial statements in conformity with GAAP, management must make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The consolidated balance sheet as of December 31, 2014 was derived from the audited annual financial statements. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements for the years ended December 31, 2014 and 2013 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on March 26, 2015. Consolidation The accompanying consolidated financial statements include the results of the Company and its wholly-owned subsidiaries, Mind-NRG SA and Minerva Neurosciences Securities Corporation. Intercompany transactions have been eliminated. Significant risks and uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of and demand for Company products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and consultants and upon obtaining and protecting intellectual property. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash equivalents include short-term, highly-liquid instruments, consisting of money market accounts and short-term investments with maturities from the date of purchase of 90 days or less. The majority of cash and cash equivalents are maintained with major financial institutions in North America. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, these deposits may be redeemed upon demand and, therefore, bear minimal risk. Marketable Securities Marketable securities consists of corporate debt securities maturing in thirteen months or less. Based on the Company’s intentions regarding its marketable securities, all marketable securities are classified as held-to-maturity and are carried under the amortized cost approach. The Company’s investments in marketable securities are classified as Level 2 within the fair value hierarchy. As of September 30, 2015, remaining final maturities of marketable securities ranged from November 2015 to October 2016, with a weighted average remaining maturity of approximately 7 months. The following table provides the amortized cost basis, aggregate fair value, unrealized losses (there were no unrealized gains) and the net carrying value of investments in held-to-maturity securities as of September 30, 2015: September 30, 2015 Amortized Aggregate Unrealized Net Carrying Cost Fair Value Losses Value Marketable securities: Corporate bonds - current $ 20,650,869 $ 20,630,174 $ 20,695 $ 20,650,869 Corporate bonds - noncurrent 1,407,345 1,403,262 4,083 1,407,345 Marketable securities $ 22,058,214 $ 22,033,436 $ 24,778 $ 22,058,214 Research and development costs Costs incurred in connection with research and development activities are expensed as incurred. These costs include licensing fees to use certain technology in the Company’s research and development projects as well as employee salaries and benefits, fees paid to consultants and various entities that perform certain research and testing on behalf of the Company. We determine our expenses related to clinical studies based on our estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and contract research organizations that conduct and manage clinical studies on our behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones. In accruing service fees, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from our estimate, we adjust the accrual accordingly. The expenses for some trials may be recognized on a straight-line basis if the expected costs are expected to be incurred ratably during the period. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the condensed consolidated financial statements as prepaid or accrued expenses. In July 2014, the Company paid a $22.0 million license fee, which has been included as a component of research and development expense since the licensed rights were not deemed to have an alternative future use. The Company accounts for the co-development and license agreement pursuant to which the license fee was paid as a joint risk-sharing collaboration in accordance with ASC 808, Collaboration Arrangements In-process research and development (“IPR&D”) assets represent capitalized incomplete research projects that the Company acquired through business combinations. Such assets are initially measured at their acquisition date fair values. The fair value of the research projects is recorded as intangible assets on the balance sheet, rather than expensed, regardless of whether these assets have an alternative future use. The amounts capitalized are being accounted for as indefinite-lived intangible assets, subject to impairment testing, until completion or abandonment of research and development efforts associated with the project. An IPR&D asset is considered abandoned when it ceases to be used (that is, when research and development efforts associated with the asset have ceased, and there are no plans to sell or license the asset or derive defensive value from the asset). At that point, the asset is considered to be disposed of and is written off. Upon successful completion of each project, the Company will make a determination about the then remaining useful life of the intangible asset and begin amortization. The Company tests its indefinite-lived intangibles, IPR&D assets, for impairment annually on November 30 and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. When testing indefinite-lived intangibles for impairment, the Company may assess qualitative factors for its indefinite-lived intangibles to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the asset is impaired. Alternatively, the Company may bypass this qualitative assessment for some or all of its indefinite-lived intangibles and perform the quantitative impairment test that compares the fair value of the indefinite- lived intangible asset with the asset’s carrying amount. There was no impairment of IPR&D for the three and nine months ended September 30, 2015 and 2014. Stock-based compensation The Company recognizes compensation cost relating to stock-based payment transactions in operating results using a fair-value measurement method, in accordance with ASC Topic 718 Compensation-Stock Compensation Grants to non-employees are accounted for in accordance with ASC Topic 505-50 Equity — Based Payments to Non-Employees Loss per share Basic loss per share excludes dilution and is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. During the periods when the Company earns net income, diluted loss per share would reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. The Company had a net loss in all periods presented thus the inclusion of stock options and warrants would be anti-dilutive to net loss per share. Business combinations For business combinations the Company utilizes the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations Goodwill The Company tests its goodwill for impairment annually, or whenever events or changes in circumstances indicate an impairment may have occurred, by comparing its reporting unit’s carrying value to its implied fair value. Impairment may result from, among other things, deterioration in the performance of the acquired business, adverse market conditions, adverse changes in applicable laws or regulations and a variety of other circumstances. If the Company determines that an impairment has occurred, it is required to record a write-down of the carrying value and charge the impairment as an operating expense in the period the determination is made. In evaluating the recoverability of the carrying value of goodwill the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the acquired assets. Changes in strategy or market conditions could significantly impact those judgments in the future and require an adjustment to the recorded balances. The Company tests its goodwill for impairment annually at November 30 and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. There was no impairment of goodwill for the three and nine months ended September 30, 2015 and 2014. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) and are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued but not yet adopted accounting pronouncements will not have a material impact on the condensed consolidated financial position, condensed consolidated results of operations, and condensed consolidated cash flows, or do not apply to the Company. In April 2015, the FASB issued ASU 2015-03, which simplifies the presentation of debt issuance costs. The Company has elected early adoption of this guidance and recorded its debt issuance costs associated with the Term Loans as a direct reduction to the face amount of the loans. |
Business Acquisition
Business Acquisition | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Business Acquisition | NOTE 3 — BUSINESS ACQUISITION On February 11, 2014, the Company acquired Mind-NRG, a Swiss development stage biopharmaceutical company focused on the development and commercialization of an experimental drug for the treatment of Parkinson’s disease. This transaction was accounted for as a business combination by the Company. The purchase price consisted of 1,481,583 shares of the Company’s common stock with an estimated fair value of $11.17 per share, or approximately $16.5 million. The Company acquired 100% of the share capital of Mind-NRG largely to obtain the intellectual property estate that underpins Mind-NRG’s lead product candidate, renamed MIN-301. The fair value of the Company’s common stock issued was determined based on a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector, discounted cash flows and the likelihood of achieving a liquidity event, such as an IPO or a sale of the Company. The purchase price allocation was based upon an analysis of the fair value of the assets and liabilities acquired from Mind-NRG. Identifying the fair value of the tangible and intangible assets and liabilities acquired required the use of estimates by management and were based upon currently available data, as noted below. · The fair value of current assets and liabilities approximated their book value. · The Company measured the value of the acquired IPR&D using the income approach — multi period excess earnings method and assembled workforce using the cost approach (for contributory asset charge calculations). The multi-period excess earning method measures the present value of the future earnings expected to be generated during the remaining lives of the subject assets. · The Company recorded a deferred tax liability for the difference in the book and tax basis of the IPR&D, multiplied by the effective income tax rate. The establishment of the fair value of the consideration for an acquisition, and the allocation to identifiable tangible and intangible assets and liabilities requires the extensive use of accounting estimates and management judgment. The fair values assigned to the assets acquired and liabilities assumed are from estimates and assumptions based on data currently available. The Company allocated the excess of purchase price over the identifiable intangible and net tangible assets to goodwill. The goodwill recorded recognizes the value of the overall development program, including both the current pre-clinical development program in process and the future clinical trial development strategy. Such goodwill is not deductible for tax purposes. The aggregate consideration of $16.5 million was allocated to assets acquired and liabilities assumed based on estimated fair values as follows: Cash $ 1,167,869 Other assets 71,130 Goodwill 7,076,412 In-process research and development 15,200,000 Deferred tax liability (5,970,560 ) Accrued expenses (321,417 ) ProteoSys milestone payable (681,600 ) $ 16,541,834 IPR&D, an indefinite-lived asset, has been included as an asset on the Company’s balance sheet until such time that: (i) a marketing approval to commercially sell the drug is received from a regulatory agency, in which case it will be amortized over its expected commercial life, or (ii) such time as the IPR&D is deemed to be impaired, in which case it will be expensed. The transaction is being treated as a stock purchase for income tax purposes and accordingly, the tax bases of Mind-NRG’s assets and liabilities are not adjusted for the effect of purchase accounting. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2015 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | NOTE 4 — ACCRUED EXPENSES Accrued expenses and other liabilities consist of the following: September 30, 2015 December 31, 2014 Accrued bonus $ 454,406 $ 327,960 Research and development costs and other accrued expenses 1,237,620 422,821 Accrued severance (1) 106,250 636,033 Professional fees 86,422 54,350 Primomed research funding (2) 230,898 127,209 Interest payable 58,750 - Accrued excise and franchise taxes - 76,885 Vacation pay 50,285 - $ 2,224,631 $ 1,645,258 (1) The change in accrued severance represents payments made during 2015. (2) Under the terms of a research agreement with Primomed, the Company received grant funds that will be used to offset certain costs under the MIN-301 development program. |
Net Loss Per Share of Common St
Net Loss Per Share of Common Stock | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share of Common Stock | NOTE 5 — NET LOSS PER SHARE OF COMMON STOCK Diluted loss per share is the same as basic loss per share for all periods presented as the effects of potentially dilutive issuances were anti-dilutive given the Company’s net loss. Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding. The following table sets forth the computation of basic and diluted loss per share for common stockholders: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Net loss $ (5,939,022 ) $ (27,155,197 ) $ (18,642,403 ) $ (49,459,277 ) Weighted average shares of common stock outstanding 24,721,143 17,752,371 22,972,402 10,798,432 Net loss per share of common stock – basic and diluted $ (0.24 ) $ (1.53 ) $ (0.81 ) $ (4.58 ) The following securities outstanding at September 30, 2015 and 2014 have been excluded from the calculation of weighted average shares outstanding as their effect on the calculation of loss per share is antidilutive: September 30, 2015 2014 Common stock options 3,098,036 2,621,910 Warrants 6,322,451 - |
License Agreements
License Agreements | 9 Months Ended |
Sep. 30, 2015 | |
License Agreement Disclosure [Abstract] | |
License Agreements | NOTE 6 — LICENSE AGREEMENTS The Company has entered into a license agreement with Mitsubishi Tanabe Pharma Corporation (“MTPC”) dated August 30, 2007, as amended (the “License Agreement”). Under the terms of the License Agreement, the Company acquired an exclusive license to the compound known as CYR-101 (subsequently renamed MIN-101) and other compounds with a similar structure and intended purpose and other data included within the valid claims of certain patents licensed to the Company under the License Agreement. The license is for world-wide rights, excluding certain Asian countries such as China, Japan, India and South Korea. The Company will pay a tiered royalty to MTPC for net sales of product by it or any of its affiliates or sub-licensees containing the licensed compound equal to a percentage ranging from the high single digits to the low teens depending on net sales of products under the License Agreement. The initial $1.0 million licensing fee paid in 2007 was expensed as research and development expense, as was an additional payment of $0.5 million in 2008 upon the onset of a Phase IIa study. The Company made a $0.5 million extension payment in 2010, which was expensed as part of research and development expense. The Company was also required to make milestone payments upon the achievement of certain development and commercial milestones, potentially up to $57.5 million for MIN-101 and up to $59.5 million for additional products. In January 2014, the Company renegotiated the structure of the license for MIN-101 such that the Company is required to make milestone payments upon the achievement of one development milestone totaling $0.5 million and certain commercial milestones, which could total up to $47.5 million. In addition, in the event that the Company sells the rights to the license, the licensor will be entitled to a percentage of milestone payments in the low teens and a percentage of royalties received by the Company in the low double digits. In connection with the merger of Sonkei in November 2013, the Company has a second license agreement with MTPC dated September 1, 2008, as amended. Under the terms of the agreement, the Company has an exclusive license to the compound known as SON-117 (subsequently renamed MIN-117) and other data included within the valid claims of certain patents licensed to the Company under the agreement. The license is for world-wide rights other than certain countries in Asia, including China, Japan, India and South Korea. Under the agreement, the Company will pay a tiered royalty for net sales of product by it or any of its affiliates or sub-licensees containing the licensed compound ranging from the high single digits to the low teens depending on net sales of products. Through the date of the agreement, as amended, the Company was required to make payments up to $57.5 million upon the achievement of certain commercial milestones. In January 2014, the Company renegotiated the structure of the license for MIN-117 such that the Company is required to make milestone payments upon the achievement of certain commercial milestones up to $47.5 million. In addition, in the event that the Company sells the rights to the license, the licensor will be entitled to a percentage of milestone payments in the low teens and a percentage of royalties received by the Company in the low double digits. Under the terms of the amended agreement, the Company was required to initiate by the end of April 2015 a Phase IIa or Phase IIb study with MIN-117 in patients suffering major mood disorders where initiation is defined as first patient enrolled in the study. In April 2015, the Company amended the diligence milestone obligation under the license agreement for MIN-117 to extend the deadline to begin enrollment in a Phase IIa or Phase IIb study with MIN-117 in patients suffering major mood disorders from April 30, 2015 to June 30, 2015. As consideration for the two-month extension, the Company paid MTPC and expensed $80,000 in May 2015. The Company met the enrollment milestone obligation in June 2015. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 7 — DEBT Loan and Security Agreement On January 16, 2015, the Company entered into a Loan and Security Agreement (as amended the “Loan Agreement”) with Oxford Finance LLC (“Oxford”) and Silicon Valley Bank (“SVB” and, together with Oxford, the “Lenders”), providing for term loans to the Company in an aggregate principal amount of up to $15 million, in two tranches. The Company drew down the initial term loans in the aggregate principal amount of $10 million (the “Term A Loans”), on January 16, 2015. The Term A Loans bear interest at a fixed rate of 7.05% per annum. On or prior to March 31, 2016, the Company may borrow additional term loans or Term B Loans, together with the Term A Loans, (the “Term Loans”), in the aggregate principal amount up to $5 million, subject to the satisfaction of certain borrowing conditions, including its achievement of primary endpoints on its Phase IIa trials for its MIN-117 and MIN-202 programs. The Term B Loans will bear interest at a fixed rate per annum of the greater of (i) 7.05% or (ii) the sum of (a) the prime rate reported in The Wall Street Journal three (3) business days prior to the funding date of the Term B Loans, plus (b) 3.80%. In August 2015, the Lenders and the Company entered into a First Amendment to the Loan Agreement, amending certain milestones related to the six month extension of the interest-only repayment period. By raising at least $30.0 million in gross capital (including at least $20.0 million from the sale of equity securities) and completing the first dosing of its Phase I/II clinical trial for MIN-117 prior to December 31, 2015, the six months and reduce the repayment term by six months. Through August 1, 2016, the Company is obligated only to make monthly interest payments on the outstanding principal balance on the Term A Loans, followed by 24 months of equal principal and interest payments. The Company paid a facility fee of $75,000 for access to the Term Loans and will be required to pay a final payment of 5.1% of the total amount borrowed, which has been included as a component of the debt discount and is amortized to interest expense over the term of the loans. The Term A Loans and debt discount are as follows: September 30, 2015 Term A Loans $ 10,000,000 Less: debt discount and financing costs (269,890 ) Less: current portion (251,594 ) Accrued portion of final payment 127,568 Long-term portion $ 9,606,084 For the three and nine months ended September 30, 2015, the Company recognized interest expense of $0.3 million and $0.8 million, respectively, including $0.1 million and $0.3 million, respect The Term Loans mature on August 1, 2018. The Company may prepay all, but not less than all, of the loaned amount upon 30 days’ advance notice to the Lenders, provided that the Company will be obligated to pay a prepayment fee equal to (i) 3% of the outstanding balance, if the loan is prepaid within 24 months of the funding date, (ii) 2% of the outstanding balance, if the loan is prepaid between 24 and 36 months of the funding date and (iii) 1% of the outstanding balance, if the loan is prepaid thereafter (each, a “Prepayment Fee”). 2015 $ - 2016 1,570,583 2017 4,938,713 2018 3,490,704 Total Term A Loans $ 10,000,000 The Company’s obligations under the Loan Agreement are secured by a first priority security interest in substantially all of its assets, other than its intellectual property. The Company has also agreed not to pledge or otherwise encumber its intellectual property assets, except that it may grant certain exclusive and non-exclusive licenses of its intellectual property as set forth in the Loan Agreement. In addition, the Company pledged all of its equity interests in Minerva Neurosciences Securities Corporation and 65% of its equity interests in Mind-NRG, SA as security for its obligations under the Loan Agreement. Upon the occurrence of certain events, including but not limited to the Company’s failure to satisfy its payment obligations under the Loan Agreement, the breach of certain of its other covenants under the Loan Agreement, or the occurrence of a material adverse change, the Lenders will have the right, among other remedies, to declare all principal and interest immediately due and payable, and will have the right to receive the final payment fee and, if the payment of principal and interest is due prior to maturity, the applicable Prepayment Fee. Under the Loan Agreement, the Company agreed to issue the Lenders warrants to purchase shares of its common stock upon its draw of each tranche of the Term Loans. The aggregate number of shares of common stock issuable upon exercise of the warrants is equal to 2.25% of the amount drawn of such tranche, divided by the average closing price per share of the Company’s common stock reported on the NASDAQ Global Market for the 10 consecutive trading days prior to the applicable draw. On January 16, 2015, upon the draw of the Term A Loans, the Company issued to the Lenders warrants to purchase 40,790 shares of common stock at a per share exercise price of $5.516. The warrants were immediately exercisable upon issuance, and other than in connection with certain mergers or acquisitions, will expire on the ten-year anniversary of the date of issuance. The fair value of the warrants was estimated at $0.2 million using a Black-Scholes model and assuming: (i) expected volatility of 100.8%, (ii) risk free interest rate of 1.83%, (iii) an expected life of 10 years and (iv) no dividend payments. The fair value of the warrants was included as a discount to the Term A Loans and also as a component of additional paid-in capital as of September 30, 2015 |
Co-Development and License Agre
Co-Development and License Agreement | 9 Months Ended |
Sep. 30, 2015 | |
Co Development And License Agreement Disclosure [Abstract] | |
Co-Development and License Agreement | NOTE 8 — CO-DEVELOPMENT AND LICENSE AGREEMENT On February 12, 2014, the Company signed a co-development and license agreement with Janssen and Janssen Research & Development, LLC (“JJDC”), subject to the completion of an IPO and the payment of a $22.0 million license fee. Under the agreement, the licensor granted the Company an exclusive license, with the right to sublicense, in the European Union, Switzerland, Liechtenstein, Iceland and Norway, referred to as the Minerva Territory, under (i) certain patent and patent applications to sell products containing any orexin 2 compound, controlled by the licensor and claimed in a licensor patent right as an active ingredient and (ii) MIN-202 for any use in humans. In addition, upon regulatory approval in the Minerva Territory (and earlier if certain default events occur), the Company will have rights to manufacture MIN-202, also known as JNJ-42847922. The Company has granted to the licensor an exclusive license, with the right to sublicense, under all patent rights and know-how controlled by the Company related to MIN-202 to sell MIN-202 outside the Minerva Territory. In consideration of the licenses granted on July 7, 2014, the Company made a license fee payment of $22.0 million, which was included as a component of research and development expense in 2014. The Company will pay a quarterly royalty percentage in the high single digits on aggregate net sales for MIN-202 products sold by the Company, its affiliates and sublicensees in the European Union. The licensor will pay a quarterly royalty percentage to the Company in the high single digits on aggregate net sales for MIN-202 products sold by the licensor outside the European Union. The Company included the $22.0 million license fee payment as a component of research and development expense since the licensed rights were not deemed to have an alternative future use. The Company accounts for the co-development and license agreement as a joint risk-sharing collaboration in accordance with ASC 808, Collaboration Arrangements The Company entered into a common stock purchase agreement with an affiliate of the above mentioned licensor, dated as of February 12, 2014, pursuant to which, among other things, the affiliate agreed to purchase from the Company up to $26.0 million of common stock in a private placement concurrent with the closing of the IPO at a price equal to the IPO price. This investment was consummated simultaneously with the closing of an IPO in July 2014 with the purchase by the affiliate of 3,284,353 shares of common stock resulting in net proceeds to the Company of $19.7 million. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | NOTE 9 — STOCKHOLDERS’ EQUITY Private Placement of Common Stock and Warrants On March 18, 2015, pursuant to a securities purchase agreement with certain accredited investors dated March 13, 2015, the Company sold in a private placement 6,281,661 shares of the Company’s common stock at a price per share of $4.81 and warrants to purchase up to an aggregate of 6,281,661 shares of common stock at a purchase price of $0.125 per warrant share, with an initial exercise price of $5.772 per share, resulting in gross proceeds of approximately $31.0 million. The warrants will expire on March 18, 2017, two years after the date on which they were initially issued In connection with the private placement, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”), dated March 13, 2015 with certain accredited investors. Pursuant to the terms of the Registration Rights Agreement, the Company was obligated to prepare and file with the SEC a registration statement to register for resale the 6,281,661 shares of its common stock issued in the private placement and the 6,281,661 shares of its common stock issuable upon exercise of the warrants on or prior to May 2, 2015. The Company filed a resale registration statement on Form S-1 (File No. 333-203737), which was declared effective by the SEC on May 11, 2015. The Company filed a post-effective amendment to the Form S-1 to convert the filing to a Form S-3 on July 2, 2015. If registration statements are not maintained effective, the Company could be subject to penalties of up to of proceeds received in the private placement. Term Loan Warrants In connection with the Loan Agreement, the Company issued the Lenders warrants to purchase shares of its common stock upon its draw of each tranche of the Term Loans. The aggregate number of shares of common stock issuable upon exercise of the warrants is equal to 2.25% of the amount drawn of such tranche, divided by the average closing price per share of the Company’s common stock reported on the NASDAQ Global Market for the 10 consecutive trading days prior to the applicable draw. Upon the draw of the Term A Loans, the Company issued the Lenders warrants to purchase 40,790 shares of common stock at a per share exercise price of $5.516. The warrants are immediately exercisable upon issuance, and other than in connection with certain mergers or acquisitions, will expire on the ten-year anniversary of the date of issuance. The fair value of the warrants was estimated at $0.2 million using a Black-Scholes model and assuming: (i) expected volatility of 100.8%, (ii) risk free interest rate of 1.83%, (iii) an expected life of 10 years and (iv) no dividend payments. The fair value of the warrants was included as a discount to the Term A Loans and also as a component of additional paid-in capital at September 30, 2015. |
Stock Option Plan
Stock Option Plan | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Option Plan | NOTE 10 — STOCK OPTION PLAN The Company adopted the 2013 Equity Incentive Plan (the “Plan”) in December 2013, which provides for the issuance of options, stock appreciation rights, stock awards and stock units. On January 1, 2015, in accordance with the terms of the , Shares Issuable Pursuant to Stock Options Weighted-Average Exercise Price Outstanding January 1, 2015 2,076,558 $ 6.64 Granted 1,073,778 $ 5.27 Forfeited (52,300 ) $ 5.48 Outstanding September 30, 2015 3,098,036 $ 6.18 Exercisable September 30, 2015 1,500,914 $ 6.77 Available for future grant 1,183,297 The Company granted 1,073,778 and 1,975,151 stock options during the nine months ended September 30, 2015 and 2014 that had a weighted average exercise price of $5.27 and $6.05, respectively. The Company uses the Black Scholes model to estimate the fair value of stock options granted. For stock options granted during the nine months ended September 30, 2015 and 2014, the Company utilized the following assumptions: September 30, 2015 September 30, 2014 Expected term (years) 5.5-6.25 6-6.25 Risk free interest rate 1.27 - 1.98% 1.90% Volatility 74-110% 113% Dividend yield 0% 0% Weighted average grant date fair value per share of common stock $ 4.26 $ 5.81 The Company recognized stock-based compensation expense for the nine months ended September 30, 2015 and 2014 of $1.5 million and $15.7 million, respectively. The weighted average grant-date fair value of stock options outstanding on September 30, 2015 was $5.15 per share. Total unrecognized compensation costs related to non-vested awards at September 30, 2015 was approximately $6.8 million and is expected to be recognized within future operating results over a period of 3.3 years. At September 30, 2015, the weighted average contractual term of the options outstanding is approximately 9.0 years. The intrinsic value of outstanding stock options at September 30, 2015 was $0.1 million. The expected term of the employee-related options was estimated using the “simplified” method as defined by the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107, Share-Based Payment |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | NOTE 11 — COMMITMENTS In September 2014, the Company entered into a lease agreement for 4,043 square feet of office space in Waltham, MA. The term of the lease is approximately 2 years, and the Company is required to make monthly rental payments commencing December 2014. Estimated annual rent payable under this operating lease is approximately $0.1 million per year in each of the two years. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 12 — RELATED PARTY TRANSACTIONS An investor previously provided accounting and other services to the Company during 2014. For the three and nine months ended September 30, 2014, the expense recognized in operating results in connection with these services was $0 and $35,000, respectively. The Company retained the services of certain consultants who were also stockholders of the Company during 2014. For the three and nine months ended September 30, 2014, the expense recognized by the Company in connection with these consulting services was $0 million and $0.3 million, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 — SUBSEQUENT EVENTS On November 2, 2015, the Company granted 25,000 options to one new member of the Board of Directors pursuant to the Company’s Non-Employee Director Compensation Plan. The options were issued with an exercise price equal to the closing price per share of our common stock reported on the NASDAQ Global Market on the date of grant, and vest quarterly over three years. |
Significant Accounting Polici21
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting and the requirements of the Securities and Exchange Commission (“SEC”) in accordance with Regulation S-X, Rule 10-01. Under those rules, certain footnotes and financial information that are normally required for annual financial statements can be condensed or omitted. In the opinion of the Company’s management, the accompanying financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of September 30, 2015 and the results of operations for the three and nine months ended September 30, 2015 and 2014 and cash flows for the nine months ended September 30, 2015 and 2014. The results of operations for the three and nine months ended September 30, 2015, are not necessarily indicative of the results to be expected for the full year. When preparing financial statements in conformity with GAAP, management must make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The consolidated balance sheet as of December 31, 2014 was derived from the audited annual financial statements. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements for the years ended December 31, 2014 and 2013 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on March 26, 2015. |
Consolidation | Consolidation The accompanying consolidated financial statements include the results of the Company and its wholly-owned subsidiaries, Mind-NRG SA and Minerva Neurosciences Securities Corporation. Intercompany transactions have been eliminated. |
Significant Risks and Uncertainties | Significant risks and uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of and demand for Company products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and consultants and upon obtaining and protecting intellectual property. |
Use of Estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents include short-term, highly-liquid instruments, consisting of money market accounts and short-term investments with maturities from the date of purchase of 90 days or less. The majority of cash and cash equivalents are maintained with major financial institutions in North America. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, these deposits may be redeemed upon demand and, therefore, bear minimal risk. |
Marketable Securities | Marketable Securities Marketable securities consists of corporate debt securities maturing in thirteen months or less. Based on the Company’s intentions regarding its marketable securities, all marketable securities are classified as held-to-maturity and are carried under the amortized cost approach. The Company’s investments in marketable securities are classified as Level 2 within the fair value hierarchy. As of September 30, 2015, remaining final maturities of marketable securities ranged from November 2015 to October 2016, with a weighted average remaining maturity of approximately 7 months. The following table provides the amortized cost basis, aggregate fair value, unrealized losses (there were no unrealized gains) and the net carrying value of investments in held-to-maturity securities as of September 30, 2015: September 30, 2015 Amortized Aggregate Unrealized Net Carrying Cost Fair Value Losses Value Marketable securities: Corporate bonds - current $ 20,650,869 $ 20,630,174 $ 20,695 $ 20,650,869 Corporate bonds - noncurrent 1,407,345 1,403,262 4,083 1,407,345 Marketable securities $ 22,058,214 $ 22,033,436 $ 24,778 $ 22,058,214 |
Research and Development Costs | Research and development costs Costs incurred in connection with research and development activities are expensed as incurred. These costs include licensing fees to use certain technology in the Company’s research and development projects as well as employee salaries and benefits, fees paid to consultants and various entities that perform certain research and testing on behalf of the Company. We determine our expenses related to clinical studies based on our estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and contract research organizations that conduct and manage clinical studies on our behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones. In accruing service fees, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from our estimate, we adjust the accrual accordingly. The expenses for some trials may be recognized on a straight-line basis if the expected costs are expected to be incurred ratably during the period. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the condensed consolidated financial statements as prepaid or accrued expenses. In July 2014, the Company paid a $22.0 million license fee, which has been included as a component of research and development expense since the licensed rights were not deemed to have an alternative future use. The Company accounts for the co-development and license agreement pursuant to which the license fee was paid as a joint risk-sharing collaboration in accordance with ASC 808, Collaboration Arrangements In-process research and development (“IPR&D”) assets represent capitalized incomplete research projects that the Company acquired through business combinations. Such assets are initially measured at their acquisition date fair values. The fair value of the research projects is recorded as intangible assets on the balance sheet, rather than expensed, regardless of whether these assets have an alternative future use. The amounts capitalized are being accounted for as indefinite-lived intangible assets, subject to impairment testing, until completion or abandonment of research and development efforts associated with the project. An IPR&D asset is considered abandoned when it ceases to be used (that is, when research and development efforts associated with the asset have ceased, and there are no plans to sell or license the asset or derive defensive value from the asset). At that point, the asset is considered to be disposed of and is written off. Upon successful completion of each project, the Company will make a determination about the then remaining useful life of the intangible asset and begin amortization. The Company tests its indefinite-lived intangibles, IPR&D assets, for impairment annually on November 30 and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. When testing indefinite-lived intangibles for impairment, the Company may assess qualitative factors for its indefinite-lived intangibles to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the asset is impaired. Alternatively, the Company may bypass this qualitative assessment for some or all of its indefinite-lived intangibles and perform the quantitative impairment test that compares the fair value of the indefinite- lived intangible asset with the asset’s carrying amount. There was no impairment of IPR&D for the three and nine months ended September 30, 2015 and 2014. |
Stock-Based Compensation | Stock-based compensation The Company recognizes compensation cost relating to stock-based payment transactions in operating results using a fair-value measurement method, in accordance with ASC Topic 718 Compensation-Stock Compensation Grants to non-employees are accounted for in accordance with ASC Topic 505-50 Equity — Based Payments to Non-Employees |
Loss Per Share | Loss per share Basic loss per share excludes dilution and is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. During the periods when the Company earns net income, diluted loss per share would reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. The Company had a net loss in all periods presented thus the inclusion of stock options and warrants would be anti-dilutive to net loss per share. |
Business Combinations | Business combinations For business combinations the Company utilizes the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations |
Goodwill | Goodwill The Company tests its goodwill for impairment annually, or whenever events or changes in circumstances indicate an impairment may have occurred, by comparing its reporting unit’s carrying value to its implied fair value. Impairment may result from, among other things, deterioration in the performance of the acquired business, adverse market conditions, adverse changes in applicable laws or regulations and a variety of other circumstances. If the Company determines that an impairment has occurred, it is required to record a write-down of the carrying value and charge the impairment as an operating expense in the period the determination is made. In evaluating the recoverability of the carrying value of goodwill the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the acquired assets. Changes in strategy or market conditions could significantly impact those judgments in the future and require an adjustment to the recorded balances. The Company tests its goodwill for impairment annually at November 30 and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. There was no impairment of goodwill for the three and nine months ended September 30, 2015 and 2014. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) and are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued but not yet adopted accounting pronouncements will not have a material impact on the condensed consolidated financial position, condensed consolidated results of operations, and condensed consolidated cash flows, or do not apply to the Company. In April 2015, the FASB issued ASU 2015-03, which simplifies the presentation of debt issuance costs. The Company has elected early adoption of this guidance and recorded its debt issuance costs associated with the Term Loans as a direct reduction to the face amount of the loans. |
Significant Accounting Polici22
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Amortized Cost Basis, Aggregate Fair Value, Unrealized Losses and Net Carrying Value of Investments in Held-to-Maturity Securities | The following table provides the amortized cost basis, aggregate fair value, unrealized losses (there were no unrealized gains) and the net carrying value of investments in held-to-maturity securities as of September 30, 2015: September 30, 2015 Amortized Aggregate Unrealized Net Carrying Cost Fair Value Losses Value Marketable securities: Corporate bonds - current $ 20,650,869 $ 20,630,174 $ 20,695 $ 20,650,869 Corporate bonds - noncurrent 1,407,345 1,403,262 4,083 1,407,345 Marketable securities $ 22,058,214 $ 22,033,436 $ 24,778 $ 22,058,214 |
Business Acquisition (Tables)
Business Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Mind-NRG | |
Business Acquisition [Line Items] | |
Aggregate Consideration Allocated to Assets Acquired and Liabilities Assumed Based On Estimated Fair Value | The aggregate consideration of $16.5 million was allocated to assets acquired and liabilities assumed based on estimated fair values as follows: Cash $ 1,167,869 Other assets 71,130 Goodwill 7,076,412 In-process research and development 15,200,000 Deferred tax liability (5,970,560 ) Accrued expenses (321,417 ) ProteoSys milestone payable (681,600 ) $ 16,541,834 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following: September 30, 2015 December 31, 2014 Accrued bonus $ 454,406 $ 327,960 Research and development costs and other accrued expenses 1,237,620 422,821 Accrued severance (1) 106,250 636,033 Professional fees 86,422 54,350 Primomed research funding (2) 230,898 127,209 Interest payable 58,750 - Accrued excise and franchise taxes - 76,885 Vacation pay 50,285 - $ 2,224,631 $ 1,645,258 (1) The change in accrued severance represents payments made during 2015. (2) Under the terms of a research agreement with Primomed, the Company received grant funds that will be used to offset certain costs under the MIN-301 development program. |
Net Loss Per Share of Common 25
Net Loss Per Share of Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Loss Per Share | The following table sets forth the computation of basic and diluted loss per share for common stockholders: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Net loss $ (5,939,022 ) $ (27,155,197 ) $ (18,642,403 ) $ (49,459,277 ) Weighted average shares of common stock outstanding 24,721,143 17,752,371 22,972,402 10,798,432 Net loss per share of common stock – basic and diluted $ (0.24 ) $ (1.53 ) $ (0.81 ) $ (4.58 ) |
Securities Excluded from Calculation of Weighted Average Shares Outstanding as their Effect is Antidilutive | The following securities outstanding at September 30, 2015 and 2014 have been excluded from the calculation of weighted average shares outstanding as their effect on the calculation of loss per share is antidilutive: September 30, 2015 2014 Common stock options 3,098,036 2,621,910 Warrants 6,322,451 - |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Term A Loans and Debt Discount | The Term A Loans and debt discount are as follows: September 30, 2015 Term A Loans $ 10,000,000 Less: debt discount and financing costs (269,890 ) Less: current portion (251,594 ) Accrued portion of final payment 127,568 Long-term portion $ 9,606,084 |
Expected Repayment of Term A Loan Principal | The expected repayment of the $10.0 million Term A loan principal is as follows: 2015 $ - 2016 1,570,583 2017 4,938,713 2018 3,490,704 Total Term A Loans $ 10,000,000 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Activity | Stock option activity under the Plan is as follows: Shares Issuable Pursuant to Stock Options Weighted-Average Exercise Price Outstanding January 1, 2015 2,076,558 $ 6.64 Granted 1,073,778 $ 5.27 Forfeited (52,300 ) $ 5.48 Outstanding September 30, 2015 3,098,036 $ 6.18 Exercisable September 30, 2015 1,500,914 $ 6.77 Available for future grant 1,183,297 |
Summary of Assumptions Used in Black Scholes Model to Estimate Fair Value of Stock Options | The Company uses the Black Scholes model to estimate the fair value of stock options granted. For stock options granted during the nine months ended September 30, 2015 and 2014, the Company utilized the following assumptions: September 30, 2015 September 30, 2014 Expected term (years) 5.5-6.25 6-6.25 Risk free interest rate 1.27 - 1.98% 1.90% Volatility 74-110% 113% Dividend yield 0% 0% Weighted average grant date fair value per share of common stock $ 4.26 $ 5.81 |
NATURE OF OPERATIONS AND LIQU28
NATURE OF OPERATIONS AND LIQUIDITY - Additional Information (Details) - USD ($) | Mar. 18, 2015 | Jul. 07, 2014 | Jan. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Feb. 11, 2014 |
Nature Of Operations And Liquidity [Line Items] | ||||||
Accumulated deficit | $ (93,373,633) | $ (74,731,230) | ||||
Issuance of common stock and warrants pursuant to a private placement, net of issuance costs of $2,466,984 | 28,533,015 | |||||
Loan and Security Agreement | Term Loan | ||||||
Nature Of Operations And Liquidity [Line Items] | ||||||
Amount drew dawn during period | $ 10,000,000 | |||||
Private Placement | ||||||
Nature Of Operations And Liquidity [Line Items] | ||||||
Issuance of common stock and warrants pursuant to a private placement, net of issuance costs of $2,466,984 | $ 28,500,000 | |||||
Common Stock | ||||||
Nature Of Operations And Liquidity [Line Items] | ||||||
Issuance of common stock and warrants pursuant to a private placement, net of issuance costs of $2,466,984 | $ 628 | |||||
Common Stock | Private Placement | ||||||
Nature Of Operations And Liquidity [Line Items] | ||||||
Shares of common stock issued | 6,281,661 | 6,281,661 | ||||
Shares of common stock to purchase by warrant | 6,281,661 | |||||
Issuance of common stock and warrants pursuant to a private placement, net of issuance costs of $2,466,984 | $ 28,500,000 | |||||
Janssen and JJDC | Co-development and License Agreement | MIN-202 | ||||||
Nature Of Operations And Liquidity [Line Items] | ||||||
Payment of license fee | $ 22,000,000 | |||||
Mind-NRG | ||||||
Nature Of Operations And Liquidity [Line Items] | ||||||
Share capital acquired (as a percent) | 100.00% |
SIGNIFICANT ACCOUNTING POLICI29
SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | Jul. 07, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Significant Accounting Policies [Line Items] | |||||
Marketable securities, weighted average remaining maturity | 7 months | ||||
Marketable securities, unrealized gains | $ 0 | $ 0 | |||
Impairment of goodwill | 0 | $ 0 | 0 | $ 0 | |
In-Process Research and Development | |||||
Significant Accounting Policies [Line Items] | |||||
Asset impairment charges | $ 0 | $ 0 | $ 0 | $ 0 | |
Janssen and JJDC | Co-development and License Agreement | MIN-202 | |||||
Significant Accounting Policies [Line Items] | |||||
Payment of license fee | $ 22,000,000 |
SIGNIFICANT ACCOUNTING POLICI30
SIGNIFICANT ACCOUNTING POLICIES - Amortized Cost Basis, Aggregate Fair Value, Unrealized Losses and Net Carrying Value of Investments in Held-to-Maturity Securities (Details) | Sep. 30, 2015USD ($) |
Schedule Of Held To Maturity Securities [Line Items] | |
Marketable securities, Amortized Cost | $ 22,058,214 |
Marketable securities, Aggregate Fair Value | 22,033,436 |
Marketable securities, Unrealized Losses | 24,778 |
Marketable securities, Net Carrying Value | 22,058,214 |
Corporate Bonds - Current | |
Schedule Of Held To Maturity Securities [Line Items] | |
Marketable securities, Amortized Cost | 20,650,869 |
Marketable securities, Aggregate Fair Value | 20,630,174 |
Marketable securities, Unrealized Losses | 20,695 |
Marketable securities, Net Carrying Value | 20,650,869 |
Corporate Bonds - Noncurrent | |
Schedule Of Held To Maturity Securities [Line Items] | |
Marketable securities, Amortized Cost | 1,407,345 |
Marketable securities, Aggregate Fair Value | 1,403,262 |
Marketable securities, Unrealized Losses | 4,083 |
Marketable securities, Net Carrying Value | $ 1,407,345 |
BUSINESS ACQUISITION - Addition
BUSINESS ACQUISITION - Additional Information (Details) - Mind-NRG $ / shares in Units, $ in Millions | Feb. 11, 2014USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Number of shares of common stock | shares | 1,481,583 |
Aggregate consideration | $ | $ 16.5 |
Estimated fair value (in dollars per share) | $ 11.17 |
Share capital acquired (as a percent) | 100.00% |
BUSINESS ACQUISITION - Aggregat
BUSINESS ACQUISITION - Aggregate Consideration Allocated to Assets Acquired and Liabilities Assumed Based On Estimated Fair Value (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Feb. 11, 2014 |
Assets acquired and liabilities assumed based on estimated fair values | |||
Goodwill | $ 14,869,399 | $ 14,869,399 | |
Mind-NRG | |||
Assets acquired and liabilities assumed based on estimated fair values | |||
Cash | $ 1,167,869 | ||
Other assets | 71,130 | ||
Goodwill | 7,076,412 | ||
Deferred tax liability | (5,970,560) | ||
Accrued expenses | (321,417) | ||
Total | 16,541,834 | ||
Mind-NRG | In-Process Research and Development | |||
Assets acquired and liabilities assumed based on estimated fair values | |||
In-process research and development | 15,200,000 | ||
Mind-NRG | ProteoSys | |||
Assets acquired and liabilities assumed based on estimated fair values | |||
ProteoSys milestone payable | $ (681,600) |
ACCRUED EXPENSES - Accrued Expe
ACCRUED EXPENSES - Accrued Expenses and Other Liabilities (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | |
Payables And Accruals [Abstract] | |||
Accrued bonus | $ 454,406 | $ 327,960 | |
Research and development costs and other accrued expenses | 1,237,620 | 422,821 | |
Accrued severance | [1] | 106,250 | 636,033 |
Professional fees | 86,422 | 54,350 | |
Primomed research funding | [2] | 230,898 | 127,209 |
Interest payable | 58,750 | ||
Accrued excise and franchise taxes | 76,885 | ||
Vacation pay | 50,285 | ||
Accrued expenses and other liabilities | $ 2,224,631 | $ 1,645,258 | |
[1] | The change in accrued severance represents payments made during 2015. | ||
[2] | Under the terms of a research agreement with Primomed, the Company received grant funds that will be used to offset certain costs under the MIN-301 development program. |
NET LOSS PER SHARE OF COMMON 34
NET LOSS PER SHARE OF COMMON STOCK - Computation of Basic and Diluted Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (5,939,022) | $ (27,155,197) | $ (18,642,403) | $ (49,459,277) |
Weighted average shares of common stock outstanding | 24,721,143 | 17,752,371 | 22,972,402 | 10,798,432 |
Net loss per share, basic and diluted | $ (0.24) | $ (1.53) | $ (0.81) | $ (4.58) |
NET LOSS PER SHARE OF COMMON 35
NET LOSS PER SHARE OF COMMON STOCK - Securities Excluded from Calculation of Weighted Average Shares Outstanding as their Effect is Antidilutive (Details) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Common Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Securities outstanding excluded from the calculation of weighted average shares outstanding | 3,098,036 | 2,621,910 |
Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Securities outstanding excluded from the calculation of weighted average shares outstanding | 6,322,451 |
LICENSE AGREEMENTS - Additional
LICENSE AGREEMENTS - Additional Information (Details) - Mitsubishi - License Agreement | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||||
May. 31, 2015USD ($) | Jan. 31, 2014USD ($)item | Dec. 31, 2007USD ($) | Dec. 31, 2010USD ($) | Dec. 31, 2008USD ($) | Sep. 01, 2008USD ($) | Aug. 30, 2007USD ($) | |
MIN101 | |||||||
License Agreement | |||||||
Payment of license fee | $ 1,000,000 | $ 500,000 | $ 500,000 | ||||
Potential milestone payments upon achievement of milestone | $ 500,000 | ||||||
Number of development milestones required | item | 1 | ||||||
MIN-101 | Maximum | |||||||
License Agreement | |||||||
Potential milestone payments upon achievement of milestone | $ 47,500,000 | $ 57,500,000 | |||||
Additional Products | Maximum | |||||||
License Agreement | |||||||
Potential milestone payments upon achievement of milestone | $ 59,500,000 | ||||||
MIN117 | |||||||
License Agreement | |||||||
Extension of milestone payment | $ 80,000 | ||||||
MIN-117 | Maximum | |||||||
License Agreement | |||||||
Potential milestone payments upon achievement of milestone | $ 47,500,000 | $ 57,500,000 |
DEBT - Additional Information (
DEBT - Additional Information (Details) | Mar. 31, 2016USD ($) | Aug. 31, 2015USD ($) | Jan. 16, 2015USD ($)Tranche$ / sharesshares | Jan. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) |
Debt Instrument [Line Items] | |||||||
Amortization of debt discount recorded as interest expense | $ 277,025 | $ 1,952,309 | |||||
Fair value of warrants estimated | $ 200,000 | ||||||
Warrant | |||||||
Debt Instrument [Line Items] | |||||||
Expiration anniversary date of issuance | 10 years | ||||||
Expected stock price volatility (as a percent) | 100.80% | ||||||
Risk-free interest rate (as a percent) | 1.83% | ||||||
Expected life | 10 years | ||||||
Expected dividend | $ / shares | $ 0 | ||||||
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate number of shares of Common Stock issuable | 2.25% | ||||||
Consecutive trading days | 10 days | ||||||
Term Loan | Term A Loans | |||||||
Debt Instrument [Line Items] | |||||||
Shares of common stock to purchase by warrant | shares | 40,790 | ||||||
Common stock exercise price per share | $ / shares | $ 5.516 | ||||||
Loan and Security Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of warrants estimated | $ 200,000 | ||||||
Loan and Security Agreement | Warrant | |||||||
Debt Instrument [Line Items] | |||||||
Expiration anniversary date of issuance | 10 years | ||||||
Expected stock price volatility (as a percent) | 100.80% | ||||||
Risk-free interest rate (as a percent) | 1.83% | ||||||
Expected life | 10 years | ||||||
Expected dividend | $ / shares | $ 0 | ||||||
Loan and Security Agreement | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 15,000,000 | ||||||
Number of tranches | Tranche | 2 | ||||||
Amount drew dawn during period | $ 10,000,000 | ||||||
Minimum capital requirement | $ 30,000,000 | ||||||
Sale of equity securities | $ 20,000,000 | ||||||
Extended interest period for debt instrument | 6 months | ||||||
Reduced repayment period for debt instrument | 6 months | ||||||
Facility fee payment | $ 75,000 | ||||||
Final payment of term loan | 5.10% | ||||||
Amortization of debt discount recorded as interest expense | $ 100,000 | $ 300,000 | |||||
Term loans maturity date | Aug. 1, 2018 | ||||||
Advance notice period to the lenders | 30 days | ||||||
Term loan prepayment fee terms | (i) 3% of the outstanding balance, if the loan is prepaid within 24 months of the funding date, (ii) 2% of the outstanding balance, if the loan is prepaid between 24 and 36 months of the funding date and (iii) 1% of the outstanding balance, if the loan is prepaid thereafter (each, a “Prepayment Fee”). | ||||||
Aggregate number of shares of Common Stock issuable | 2.25% | ||||||
Consecutive trading days | 10 days | ||||||
Loan and Security Agreement | Term Loan | Mind-NRG, SA | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of equity interests | 65.00% | 65.00% | |||||
Loan and Security Agreement | Term Loan | 24 months | |||||||
Debt Instrument [Line Items] | |||||||
Proportion of prepayment fees on outstanding balance | 3.00% | ||||||
Loan and Security Agreement | Term Loan | Between 24 and 36 months | |||||||
Debt Instrument [Line Items] | |||||||
Proportion of prepayment fees on outstanding balance | 2.00% | ||||||
Loan and Security Agreement | Term Loan | Prepaid Thereafter | |||||||
Debt Instrument [Line Items] | |||||||
Proportion of prepayment fees on outstanding balance | 1.00% | ||||||
Loan and Security Agreement | Term Loan | Term A Loans | |||||||
Debt Instrument [Line Items] | |||||||
Amount drew dawn during period | $ 10,000,000 | ||||||
Interest rate (as a percent) | 7.05% | ||||||
Number of installments period | 24 months | ||||||
Interest expense | $ 300,000 | $ 800,000 | |||||
Shares of common stock to purchase by warrant | shares | 40,790 | ||||||
Common stock exercise price per share | $ / shares | $ 5.516 | ||||||
Loan and Security Agreement | Term Loan | Term B Loans | |||||||
Debt Instrument [Line Items] | |||||||
Term loan, interest rate term | The Term B Loans will bear interest at a fixed rate per annum of the greater of (i) 7.05% or (ii) the sum of (a) the prime rate reported in The Wall Street Journal three (3) business days prior to the funding date of the Term B Loans, plus (b) 3.80%. | ||||||
Loan and Security Agreement | Term Loan | Term B Loans | Scenario, Forecast | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 5,000,000 | ||||||
Minimum percentage of interest rate on loan | 7.05% | ||||||
Percentage of interest rate on loan | 3.80% |
DEBT - Summary of Term A Loans
DEBT - Summary of Term A Loans and Debt Discount (Details) | Sep. 30, 2015USD ($) |
Debt Instrument [Line Items] | |
Term A Loans | $ 10,000,000 |
Less: current portion | (251,594) |
Long-term portion | 9,606,084 |
Term Loan | Term A Loans | |
Debt Instrument [Line Items] | |
Term A Loans | 10,000,000 |
Less: debt discount and financing costs | (269,890) |
Less: current portion | (251,594) |
Accrued portion of final payment | 127,568 |
Long-term portion | $ 9,606,084 |
DEBT - Expected Repayment of Te
DEBT - Expected Repayment of Term A Loan Principal (Details) | Sep. 30, 2015USD ($) |
Debt Disclosure [Abstract] | |
2,015 | $ 0 |
2,016 | 1,570,583 |
2,017 | 4,938,713 |
2,018 | 3,490,704 |
Total Term A Loans | $ 10,000,000 |
CO-DEVELOPMENT AND LICENSE AG40
CO-DEVELOPMENT AND LICENSE AGREEMENT - Additional Information (Details) - USD ($) | Mar. 18, 2015 | Jul. 07, 2014 | Feb. 12, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Co-development and license agreement | ||||||
Accrued collaborative expenses | $ 1,222,420 | |||||
Proceeds from sales of common stock and warrants in private placement | $ 31,000,000 | $ 30,999,999 | $ 23,706,118 | |||
Common Stock Purchase Agreement | ||||||
Co-development and license agreement | ||||||
Shares of common stock issued | 3,284,353 | |||||
Proceeds from sales of common stock and warrants in private placement | $ 19,700,000 | |||||
Common Stock Purchase Agreement | Maximum | ||||||
Co-development and license agreement | ||||||
Common stock agreed to be issued | $ 26,000,000 | |||||
MIN-202 | Co-development and License Agreement | Phase Ib Clinical Trials | Maximum | ||||||
Co-development and license agreement | ||||||
Share of aggregate development cost following completion of Phase Ib clinical trials and animal toxicology studies | 5,000,000 | |||||
MIN-202 | Co-development and License Agreement | Phase II Clinical Trials | Maximum | ||||||
Co-development and license agreement | ||||||
Share of aggregate development cost following completion of Phase Ib clinical trials and animal toxicology studies | $ 24,000,000 | |||||
Janssen and JJDC | MIN-202 | Co-development and License Agreement | ||||||
Co-development and license agreement | ||||||
Payment of license fee | $ 22,000,000 | |||||
Percentage of development costs related to joint development of products | 40.00% | |||||
Period within which agreement is terminated related to Phase Ib clinical trials milestone | 45 days | |||||
Termination fee related to Phase Ib clinical trial milestone | $ 3,000,000 | |||||
Accrued collaborative expenses | 0 | $ 1,200,000 | ||||
Payment of development costs | $ 3,800,000 |
STOCKHOLDERS' EQUITY - Private
STOCKHOLDERS' EQUITY - Private Placement of Common Stock and Warrants - Additional Information (Details) - USD ($) | Mar. 18, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Class Of Stock [Line Items] | |||
Gross proceeds from issuance of common stock and warrants | $ 31,000,000 | $ 30,999,999 | $ 23,706,118 |
Issuance cost | 2,466,984 | ||
Issuance of common stock and warrants pursuant to a private placement, net of issuance costs of $2,466,984 | $ 28,533,015 | ||
Private Placement | |||
Class Of Stock [Line Items] | |||
Sale of common stock, price per share | $ 4.81 | ||
Warrants price per share | 0.125 | ||
Common stock exercise price per share | $ 5.772 | ||
Warrants expiration date | Mar. 18, 2017 | ||
Issuance cost | $ 2,500,000 | ||
Issuance of common stock and warrants pursuant to a private placement, net of issuance costs of $2,466,984 | $ 28,500,000 | ||
Registration rights agreement date | Mar. 13, 2015 | ||
Registration rights agreement term | Pursuant to the terms of the Registration Rights Agreement, the Company was obligated to prepare and file with the SEC a registration statement to register for resale the 6,281,661 shares of its common stock issued in the private placement and the 6,281,661 shares of its common stock issuable upon exercise of the warrants on or prior to May 2, 2015. | ||
Penalty percentage for not meeting the registration agreement | 10.00% | ||
Common Stock | |||
Class Of Stock [Line Items] | |||
Issuance of common stock and warrants pursuant to a private placement, net of issuance costs of $2,466,984 | $ 628 | ||
Common Stock | Private Placement | |||
Class Of Stock [Line Items] | |||
Shares of common stock issued | 6,281,661 | 6,281,661 | |
Shares of common stock to purchase by warrant | 6,281,661 | ||
Issuance of common stock and warrants pursuant to a private placement, net of issuance costs of $2,466,984 | $ 28,500,000 |
STOCKHOLDERS' EQUITY - Term Loa
STOCKHOLDERS' EQUITY - Term Loan Warrants - Additional Information (Details) $ / shares in Units, $ in Millions | Jan. 16, 2015USD ($)$ / sharesshares |
Class Of Warrant Or Right [Line Items] | |
Fair value of warrants estimated | $ | $ 0.2 |
Warrant | |
Class Of Warrant Or Right [Line Items] | |
Expiration anniversary date of issuance | 10 years |
Expected stock price volatility (as a percent) | 100.80% |
Risk-free interest rate (as a percent) | 1.83% |
Expected life | 10 years |
Expected dividend | $ 0 |
Term Loan | |
Class Of Warrant Or Right [Line Items] | |
Aggregate number of shares of Common Stock issuable | 2.25% |
Consecutive trading days | 10 days |
Term Loan | Term A Loans | |
Class Of Warrant Or Right [Line Items] | |
Shares of common stock to purchase by warrant | shares | 40,790 |
Common stock exercise price per share | $ 5.516 |
STOCK OPTION PLAN - Additional
STOCK OPTION PLAN - Additional Information (Details) - USD ($) | Jan. 02, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Jan. 01, 2015 |
Stock Option Plan | |||||
Fair value of common stock on grant date (in dollars per share) | $ 4.26 | $ 5.81 | |||
Stock-based compensation expense | $ 1,510,765 | $ 15,720,011 | |||
Total unrecognized compensation costs related to non-vested awards (in dollars) | $ 6,800,000 | ||||
Period over which unrecognized compensation costs related to non-vested awards is expected to be recognized | 3 years 3 months 18 days | ||||
Weighted average contractual term of the options outstanding | 9 years | ||||
Intrinsic value of outstanding stock options (in dollars) | $ 100,000 | ||||
Dividend yield (as a percent) | 0.00% | 0.00% | |||
Employee Stock Option | |||||
Stock Option Plan | |||||
Fair value of common stock on grant date (in dollars per share) | $ 5.15 | ||||
2013 Equity Incentive Plan | |||||
Stock Option Plan | |||||
Increase in number of shares authorized for issuance | 737,579 | ||||
Shares authorized for issuance under the plan | 4,281,333 | ||||
Additional shares authorized for issuance under the plan as percentage of total shares outstanding | 4.00% | ||||
2013 Equity Incentive Plan | Employee Stock Option | |||||
Stock Option Plan | |||||
Stock options granted | 1,073,778 | 1,975,151 | |||
Weighted average exercise price | $ 5.27 | $ 6.05 | |||
Maximum | 2013 Equity Incentive Plan | Employee Stock Option | |||||
Stock Option Plan | |||||
Term of share-based award | 10 years |
STOCK OPTION PLAN - Stock Optio
STOCK OPTION PLAN - Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Shares Issuable Pursuant to Stock Options | |
Outstanding at the beginning of period (in shares) | 2,076,558 |
Granted (in shares) | 1,073,778 |
Forfeited (in shares) | (52,300) |
Outstanding at the end of the period (in shares) | 3,098,036 |
Exercisable at the end of the period (in shares) | 1,500,914 |
Available for future grant (in shares) | 1,183,297 |
Weighted-Average Exercise Price | |
Outstanding at the beginning of period (in dollars per share) | $ / shares | $ 6.64 |
Granted (in dollars per share) | $ / shares | 5.27 |
Forfeited (in dollars per share) | $ / shares | 5.48 |
Outstanding at the end of the period (in dollars per share) | $ / shares | 6.18 |
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 6.77 |
STOCK OPTION PLAN - Summary of
STOCK OPTION PLAN - Summary of Assumptions Used in Black Scholes Model to Estimate Fair Value of Stock Options (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Stock Option Plan | ||
Risk free interest rate | 1.90% | |
Volatility | 113.00% | |
Dividend yield | 0.00% | 0.00% |
Weighted average grant date fair value per share of common stock | $ 4.26 | $ 5.81 |
Minimum | ||
Stock Option Plan | ||
Expected term (years) | 5 years 6 months | 6 years |
Risk free interest rate | 1.27% | |
Volatility | 74.00% | |
Maximum | ||
Stock Option Plan | ||
Expected term (years) | 6 years 3 months | 6 years 3 months |
Risk free interest rate | 1.98% | |
Volatility | 110.00% |
COMMITMENTS - Additional Inform
COMMITMENTS - Additional Information (Details) | 1 Months Ended |
Sep. 30, 2014USD ($)ft² | |
Commitments And Contingencies Disclosure [Abstract] | |
Area of office space | ft² | 4,043 |
Estimated annual rent payable | $ 100,000 |
Lease term | 2 years |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Investor | ||
Related Party Transaction [Line Items] | ||
Related party expenses | $ 0 | $ 35,000 |
Certain stockholders | ||
Related Party Transaction [Line Items] | ||
Related party expenses | $ 0 | $ 300,000 |
SUBSEQUENT EVENTS -Additional I
SUBSEQUENT EVENTS -Additional Information (Details) - Subsequent Event - Chairman of the Board | Nov. 02, 2015shares |
Subsequent Event [Line Items] | |
Stock options granted | 25,000 |
Quarterly equal installments vesting period | 3 years |