Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 09, 2016 | Jun. 30, 2015 | |
Document Entity Information [Abstract] | |||
Entity Registrant Name | Minerva Neurosciences, Inc. | ||
Entity Central Index Key | 1,598,646 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 86,978,157 | ||
Entity Common Stock, Shares Outstanding | 27,760,657 | ||
Trading Symbol | NERV |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 14,284,054 | $ 18,545,702 |
Marketable securities | 17,920,632 | |
Restricted cash | 80,000 | 35,014 |
Prepaid expenses and other current assets | 1,196,136 | 756,979 |
Total current assets | 33,480,822 | 19,337,695 |
Equipment, net | 26,170 | 43,446 |
In-process research and development | 34,200,000 | 34,200,000 |
Goodwill | 14,869,399 | 14,869,399 |
Total assets | 82,576,391 | 68,450,540 |
Current liabilities | ||
Notes payable -current portion | 1,434,756 | |
Accounts payable | 1,360,569 | 641,813 |
Accrued expenses and other current liabilities | 2,524,638 | 1,645,258 |
Accrued collaborative expenses | 1,222,420 | |
Total current liabilities | 5,319,963 | 3,509,491 |
Notes payable -noncurrent | 8,503,111 | |
Deferred taxes | 13,433,760 | 13,433,760 |
Other noncurrent liabilities | 7,694 | |
Total liabilities | $ 27,256,834 | $ 16,950,945 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock; $.0001 par value; 100,000,000 shares authorized; none issued or outstanding as of December 31, 2015 and 2014, respectively | ||
Common stock; $.0001 par value; 125,000,000 shares authorized; 24,721,143 and 18,439,482 shares issued and outstanding as of December 31, 2015 and 2014, respectively | $ 2,472 | $ 1,844 |
Additional paid-in capital | 157,129,947 | 126,228,981 |
Accumulated deficit | (101,812,862) | (74,731,230) |
Total stockholders’ equity | 55,319,557 | 51,499,595 |
Total liabilities and stockholders’ equity | $ 82,576,391 | $ 68,450,540 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Expenses | ||
Research and development | $ 18,533,363 | $ 42,908,566 |
General and administrative | 7,576,256 | 11,961,865 |
Total expenses | 26,109,619 | 54,870,431 |
Loss from operations | (26,109,619) | (54,870,431) |
Foreign exchange (losses) gains | (15,853) | 18,727 |
Investment income | 96,910 | |
Interest expense | (1,053,070) | (2,049,735) |
Net loss | $ (27,081,632) | $ (56,901,439) |
Net loss per share, basic and diluted | $ (1.16) | $ (4.47) |
Weighted average shares outstanding, basic and diluted | 23,412,181 | 12,724,395 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Common Stock | Common StockInitial Public Offering and Concurrent Private Placements | Common StockPrivate Placement | Additional Paid-In Capital | Accumulated Deficit |
Balance at Dec. 31, 2013 | $ 20,179,603 | $ 611 | $ 38,008,783 | $ (17,829,791) | ||
Balance (in shares) at Dec. 31, 2013 | 6,112,738 | |||||
Issuance of shares for business acquisition | 16,541,834 | $ 148 | 16,541,686 | |||
Issuance of shares for business acquisition (in shares) | 1,481,583 | |||||
Issuance of common stock and warrants, net of issuance costs | 51,600,986 | $ 956 | 51,600,030 | |||
Issuance of common stock and warrants, net of issuance costs (in shares) | 9,566,557 | |||||
Vesting of common shares issued | 10,542,670 | $ 93 | 10,542,577 | |||
Vesting of common shares issued (in shares) | 926,604 | |||||
Stock-based compensation | 7,423,941 | 7,423,941 | ||||
Conversion of debt and interest to common stock | 2,112,000 | $ 36 | 2,111,964 | |||
Conversion of debt and interest to common stock (in shares) | 352,000 | |||||
Net loss | (56,901,439) | (56,901,439) | ||||
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, net of issuance costs | $ 28,533,015 | $ 628 | 28,532,387 | |||
Issuance of common stock and warrants, net of issuance costs (in shares) | 6,281,661 | |||||
Issuance of warrants pursuant to loan agreement | 166,344 | 166,344 | ||||
Stock-based compensation | 2,202,235 | 2,202,235 | ||||
Net loss | (27,081,632) | (27,081,632) | ||||
Balance at Dec. 31, 2015 | $ 55,319,557 | $ 2,472 | $ 157,129,947 | $ (101,812,862) | ||
Balance (in shares) at Dec. 31, 2015 | 24,721,143 | 24,721,143 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Issuance cost | $ 2,466,984 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (27,081,632) | $ (56,901,439) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 17,276 | 33,869 |
Amortization of debt discount recorded as interest expense | 377,455 | 1,952,309 |
Amortization of marketable securities premium | 247,262 | |
Stock-based compensation expense | 2,202,235 | 17,966,611 |
Change in fair value of derivative | (10,093) | |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | (400,037) | (713,200) |
Accounts payable | 718,756 | 368,698 |
Accrued expenses and other current liabilities | 879,380 | 112,285 |
Accrued collaborative expenses | (1,222,420) | 1,222,420 |
Other noncurrent liabilities | (7,694) | 7,694 |
Net cash used in operating activities | (24,269,419) | (35,960,846) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (23,279,285) | |
Proceeds from the maturity and redemption of marketable securities | 4,994,683 | |
Cash acquired in business combination | 1,167,869 | |
Restricted cash | (44,986) | (35,014) |
Purchases of equipment | (45,609) | |
Net cash (used in) provided by investing activities | (18,329,588) | 1,087,246 |
Cash flows from financing activities: | ||
Proceeds from loans and warrant issuances | 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 placements | (2,466,984) | (280,000) |
Public offering costs paid | (3,159,835) | |
Net cash provided by financing activities | 38,337,359 | 51,600,985 |
Net (decrease) increase in cash and cash equivalents | (4,261,648) | 16,727,385 |
Cash and cash equivalents | ||
Beginning of year | 18,545,702 | 1,818,317 |
End of year | 14,284,054 | 18,545,702 |
Supplemental disclosure | ||
Cash paid for interest | $ 616,875 | 15,233 |
Supplemental disclosure of noncash investing and financing activities | ||
Common stock issued as consideration for business combination | 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 | |
Conversion of debt and interest to common stock | $ 2,112,000 |
Nature of Operations and Liquid
Nature of Operations and Liquidity | 12 Months Ended |
Dec. 31, 2015 | |
Nature Of Operations And Liquidity Disclosure [Abstract] | |
Nature of Operations and Liquidity | NOTE 1 — NATURE OF OPERATIONS AND LIQUIDITY Nature of Operations The Company is a clinical-stage biopharmaceutical company focused on the development and commercialization of a portfolio of product candidates to treat patients suffering from central nervous system, or CNS, diseases. The Company has acquired or in-licensed four development-stage proprietary compounds that it believes have innovative mechanisms of action with potentially positive therapeutic profiles. The Company’s lead product candidate is MIN-101, a compound for the treatment of patients with schizophrenia. In addition, the Company’s portfolio includes MIN-202 (also known as JNJ-42847922), a compound the Company is co-developing with Janssen Pharmaceutica NV, or Janssen, for the treatment of patients suffering from primary and comorbid insomnia; MIN-117, a compound the Company is developing for the treatment of patients suffering from major depressive disorder, or MDD; and MIN-301, a compound the Company is developing for the treatment of patients suffering from Parkinson’s disease. In November 2013, the Company merged with Sonkei Pharmaceuticals Inc. (“Sonkei”), a clinical-stage biopharmaceutical company and, in February 2014, the Company acquired Mind-NRG, a pre-clinical-stage biopharmaceutical company. The Company refers to these transactions as the Sonkei Merger and Mind-NRG Acquisition, respectively. The Company holds licenses to MIN-101 and MIN-117 Mitsubishi Tanabe Pharma Corporation (“MTPC”) with the rights to develop, sell and import MIN-101 and MIN-117 globally, excluding most of Asia. With the acquisition of Mind-NRG, the Company obtained exclusive rights to develop and commercialize MIN-301. The Company has also entered into a co-development and license agreement with Janssen, for the exclusive rights to develop and commercialize MIN-202 in the European Union, subject to royalty payments to Janssen, and royalty rights for any sales outside the European Union. Going Concern The Company has limited capital resources and has incurred recurring operating losses and negative cash flows from operations since inception. As of December 31, 2015, the Company has an accumulated deficit of approximately $101.8 million. Management expects to continue to incur operating losses and negative cash flows from operations. The Company has financed its operations to date from proceeds from the sale of common stock, warrants, loans and convertible promissory notes. In January and February 2016, certain investors in the Company’s March 2015 private placement exercised their warrants and received an aggregate of 3,039,514 shares of the Company’s common stock. The Company received gross proceeds of approximately $17.5 million from the exercise of these warrants. The Company believes that its cash on hand at December 31, 2015 as well as the proceeds from the warrant exercises in January and February 2016 will be sufficient to fund the Company’s operations into the second quarter of 2017. The Company has the ability to adjust its operating plan spending levels based on future trial results and the timing of future fund raising and partnering activities. 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 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 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 | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. From its inception, the Company has devoted substantially all of its efforts to business planning, engaging regulatory, manufacturing and other technical consultants, planning and executing clinical trials and raising capital. 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 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. Restricted cash Cash accounts with any type of restriction are classified as restricted. The Company maintained restricted cash balances as collateral for corporate credit cards in the amount of $80,000 and $35,000 at December 31, 2015 and 2014, respectively. Marketable securities Marketable securities consists of corporate debt securities maturing in twelve 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 December 31, 2015, remaining final maturities of marketable securities ranged from January 2016 to October 2016, with a weighted average remaining maturity of approximately 5 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 December 31, 2015: December 31, 2015 Amortized Aggregate Unrealized Net Carrying Cost Fair Value Losses Value Marketable securities: Corporate bonds $ 17,920,632 $ 17,887,558 $ 33,074 $ 17,920,632 Marketable securities $ 17,920,632 $ 17,887,558 $ 33,074 $ 17,920,632 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 fees paid to consultants and various entities that perform certain research and testing on behalf of the Company and costs related to salaries, benefits, bonuses and stock-based compensation granted to employees in research and development functions. The Company determines expenses related to clinical studies based on 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 its 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, the Company estimates 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 the estimate, the accrual is adjusted 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 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 expenses in 2014 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 initial fair value of the research projects are 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, 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 years ended December 31, 2015 or 2014. Stock-based compensation The Company recognizes compensation cost relating to stock-based payment transactions using a fair-value measurement method, which requires all stock-based payments to employees, including grants of employee stock options, to be recognized in operating results as compensation expense based on fair value over the requisite service period of the awards. The Company determines the fair value of stock-based awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate fair value. The method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield, expected forfeiture rate and expected life of the options. The date of expense recognition for grants to non-employees is the earlier of the date at which a commitment for performance by the counterparty to earn the equity instrument is reached or the date at which the counterparty’s performance is complete. The Company determines the fair value of stock-based awards granted to non-employees similar to the way fair value of awards are determined for employees except that certain assumptions used in the Black-Scholes option-pricing model, such as expected life of the option, may be different and the fair value of each unvested award is adjusted at the end of each period for any change in fair value from the previous valuation until the award vests. Prior to the IPO, the Company utilized various valuation methodologies in accordance with the framework of the 2013 American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, Foreign currency transactions The Company’s functional currency is the US dollar. The Company pays certain vendor invoices in the respective foreign currency. The Company records an expense in US dollars at the time the liability is incurred. Changes in the applicable foreign currency rate between the date an expense is recorded and the payment date is recorded as a foreign currency gain or loss. Loss per share Basic loss per share excludes dilution and is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. Diluted loss per share reflects 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. Income taxes Deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Uncertain tax positions are evaluated and if appropriate, the amount of unrecognized tax benefits are recorded within deferred tax assets. Deferred tax assets are evaluated for realization based on a more-likely-than-not criterion in determining if a valuation allowance should be provided. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The Company has elected to treat interest and penalties, to the extent they arise, as a component of income taxes. There was no interest or penalties related to income taxes for the years ended December 31, 2015 or 2014. Income tax years beginning in 2012 for federal and state purposes are generally subject to examination by taxing authorities, although net operating losses from all prior years are subject to examinations and adjustments for at least three years following the year in which the tax attributes are utilized. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents and marketable debt securities. The Company maintains its cash and cash equivalent balances in the form of business checking accounts and money market accounts, the balances of which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. Marketable debt securities consists primarily of corporate bonds, with fixed interest rates. Exposure to credit risk of marketable debt securities is reduced by maintaining a diverse portfolio and monitoring their credit ratings. Equipment Equipment is stated at cost less accumulated depreciation. Equipment is depreciated on the straight-line basis over their estimated useful lives of three years. Expenditures for maintenance and repairs are charged to expense as incurred. Long-lived assets The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. If required, the Company compares the estimated undiscounted future net cash flows to the related asset’s carrying value to determine whether there has been an impairment. If an asset is considered impaired, the asset is written down to fair value, which is based either on discounted cash flows or appraised values in the period the impairment becomes known. The Company believes that all long-lived assets are recoverable, and no impairment was deemed necessary at December 31, 2015 and 2014. Business Combinations The total cost of an acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based their respective fair values at the date of acquisition. The allocation of the purchase price is dependent upon certain valuations and other studies. Acquisition costs are expensed as incurred. The Company recognizes separately from goodwill the fair value of assets acquired and the liabilities assumed. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the acquisition date fair values of the assets acquired and liabilities assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may retroactively record adjustments to the fair value of the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. 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 tested its goodwill for impairment as of November 30. There was no impairment of goodwill for the years ended December 31, 2015 or 2014. Fair value of financial instruments The Company provides disclosure of financial assets and financial liabilities that are carried at fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements may be classified based on the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities using the following three levels: Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 — Unobservable inputs that reflect the Company’s estimates of the assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available, including its own data. The following table presents information about the Company’s cash equivalents and marketable securities as of December 31, 2015 measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: December 31, 2015 Total Level 1 Level 2 Level 3 Cash equivalents: $ 13,019,045 $ 13,019,045 $ — $ — Marketable securities: 17,887,558 — 17,887,558 — The carrying amounts of cash, restricted cash, accounts payable and accrued liabilities approximate fair value because of their short-term nature. The Company believes that the Company's debt obligations accrue interest at rates which approximate prevailing market rates for instruments with similar characteristics and, accordingly, the carrying values for these instruments approximate fair value. Segment information Operating segments are defined as components of an enterprise (business activity from which it earns revenue and incurs expenses) about which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief decision maker, who is the Chief Executive Officer, reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company views its operations and manages its business as one operating segment. Comprehensive Loss The Company had no items of comprehensive loss other than its net loss for each period presented. 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. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 3 — BUSINESS COMBINATIONS Mind-NRG 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 treated as a business combination by the Company. The purchase price was 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 which underpins Mind-NRG’s lead product candidate NRG-101, 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 using level 3 fair value measures. 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 enacted 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, is 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. Pro Forma Results The unaudited financial information in the table below summarizes the combined results of operations for the Company, and Mind-NRG on a pro forma basis as though Mind-NRG had been acquired as of January 1, 2014. The unaudited pro forma financial information for the year ended December 31, 2014 combines the Company’s historical results for this year with the historical results for the comparable reporting periods for Mind-NRG. The unaudited pro forma financial information below is for informational purposes only and is not indicative of the results of operations or financial condition that would have been achieved if the acquisitions would have taken place at the beginning of each of the periods presented and should not be taken as indicative of the Company’s future results of operations or financial condition. 2014 Operating loss $ (57,354,314 ) Loss per share $ (4.51 ) |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | NOTE 4 — ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consist of the following: December 31, 2015 December 31, 2014 Research and development costs and other accrued expenses (1) $ 1,740,871 $ 422,821 Accrued bonus 725,017 327,960 Interest payable 58,750 — Accrued severance (2) — 636,033 Primomed research funding (3) — 127,209 Accrued excise and franchise taxes — 76,885 Professional fees — 54,350 $ 2,524,638 $ 1,645,258 (1) Deferred rent as of December 31, 2014 of $7,226 has been reclassified to research and development costs and other accrued expenses to conform to the current year presentation. (2) The change in accrued severance represents payments made during the year ended December 31, 2015. (3) 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 | 12 Months Ended |
Dec. 31, 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 items 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: Year Ended December 31, 2015 2014 Net loss $ (27,081,632 ) $ (56,901,439 ) Weighted average shares of common stock outstanding 23,412,181 12,724,395 Net loss per share of common stock – basic and diluted $ (1.16 ) $ (4.47 ) The following securities outstanding at December 31, 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: December 31, 2015 2014 Common stock options 3,388,698 2,076,558 Warrants 6,322,451 — |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2015 | |
License Agreement Disclosure [Abstract] | |
License Agreements | NOTE 6 — LICENSE AGREEMENTS The Company has entered into a license agreement with Mitsubishi Tanabe Pharma Corporation (“Mitsubishi”) dated as of 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 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 digit to the low teens depending on net sales of products under the License Agreement. 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. This license agreement has a term of the later of 12 years from the launch of the product in each country in the Company’s territory, or the expiration of the Company’s obligation to pay royalties. The Company has a second license agreement with Mitsubishi 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. 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 recorded an expense of $80,000 in the year ended December 31, 2015. The Company met the enrollment milestone obligation in June 2015. This license agreement has a term of the later of 10 years from the launch of the product in each country in our territory, or the expiration of the obligation to pay royalties, upon which there is a fully paid-up, non-exclusive, perpetual, irrevocable license. Obligations to pay royalties continues, on a country-by-country basis, until the expiration of the last-to-expire patent that covers MIN-117 in each country in the Company’s territory. The Company did not make any license payments under the agreements for the year ended December 31, 2014. |
Debt
Debt | 12 Months Ended |
Dec. 31, 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: December 31, 2015 Term A Loans $ 10,000,000 Less: debt discount and financing costs (236,338 ) Less: current portion (1,434,756 ) Accrued portion of final payment 174,205 Long-term portion $ 8,503,111 For the year ended December 31, 2015, the Company recognized interest expense of $1.1 million, including $0.4 million 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”). 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. The Company believes it is in compliance with the terms and covenants in the loan agreement and a material adverse change has not occurred. 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 December 31, 2015 Loans Payable In conjunction with the Mind-NRG acquisition on February 11, 2014 (discussed further in Note 3 — Business Combinations), working capital loans were executed between Mind-NRG and several stockholders or affiliates of stockholders for a maximum drawdown of $0.6 million. The loans bear interest at 8% and were repayable at the time the Company completed an IPO or December 1, 2015. The loans may be repaid at any time and contains standard terms of default, under which the interest rate would increase to 11%. In April 2014, Mind-NRG repaid the working capital loans plus accrued interest, and certain stockholders and their affiliates subsequently executed new working capital loan agreements, with substantially identical terms, directly with the Company (the April Bridge Loan). The Company drew down the maximum $0.6 million available under the agreement in May 2014. In May 2014, the Company entered into a new loan agreement (the May Bridge Loan) with certain stockholders and their affiliates. The Third Loan Agreement provides loan facilities to the Company up to a maximum of $1.0 million. The Third Loan Agreement bears interest at 8% per annum and was repayable at the time the Company completed an IPO or on December 1, 2015. The Third Loan Agreement contained standard terms of default, under which the interest rate would increase to 11% per annum. The Third Loan Agreement provided that any amount outstanding may be repaid at any time without penalty. The Company drew down $1.4 million under the April and May Bridge Loan Agreements. In conjunction with the closing of the Company’s IPO on July 7, 2014, the Company repaid the outstanding principal balance under the April and May Bridge Loan agreements plus accrued interest of $11 thousand. Interest expense related to these loans during the year ended December 31, 2014 was $16 thousand. |
Co-Development and License Agre
Co-Development and License Agreement | 12 Months Ended |
Dec. 31, 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 Pharmaceutica N.V. (“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. 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 expenses 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 expenses for the year ended December 31, 2014 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. The Company expects to pay up to an additional $19.0 million to Janssen through the second quarter of 2017 for the completion of certain Phase II clinical trials, in accordance with the terms of the agreement. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 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. All such warrants were outstanding as of December 31, 2015. 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 and will be amortized to interest expense over the term of the loan. All such warrants were outstanding as of December 31, 2015. Initial Public Offering and Concurrent Private Placements On July 7, 2014, the Company closed the sale of 5,454,545 shares of its common stock at a price to the public of $6.00 per share, or an aggregate of approximately $32.7 million. On July 29, 2014, the Company closed the sale of an over-allotment of 160,993 shares of its common stock at a price of $6.00 per share. Net proceeds to the Company from the offering and the over allotment were approximately $28.2 million, after deducting the underwriting discount and expenses of approximately $3.1 million. In addition, the Company closed the sale in a private placement of 666,666 shares of its common stock at a price of $6.00 per share, or an aggregate of approximately $4.0 million. Net proceeds to the Company were approximately $3.7 million, after deducting the underwriting discount. JJDC purchased 3,284,353 shares of the Company’s common stock in a private placement resulting in net proceeds to the Company of approximately $19.7 million. Common Stock Issued for Nonrecourse Notes Sonkei had an arrangement with the consultant, whereby Sonkei issued 1,112,500 shares of its common stock in exchange for a nonrecourse note of €1,119,017 (approximately $1.5 million at December 31, 2013). The note payable was due in a single installment on April 30, 2015. The note bears interest at the rate of 0.19% per annum and is secured solely by the underlying stock. As the shares sold subject to the nonrecourse note are considered an option for accounting purposes, the Company did not record a note or shares outstanding on the balance sheet. The Company also did not recognize interest income on the note as that interest is included in the exercise price of the option. The ultimate holder of the option can only benefit from the instrument if he continues to provide services to the Company through the time of a change in control, as defined. Until a change in control is deemed probable, stock-based compensation expense will not be recorded until a change in control occurs at the then fair value of the option. The Company assumed this agreement upon the merger with Sonkei, and the Sonkei shares were converted into the Company’s common shares in accordance with the terms of the merger agreement in 2013. On March 31, 2014, the issuer of the $4.7 million nonrecourse notes, which includes accrued interest, remitted to the Company 348,926 shares of common stock with a fair value of $13.51 per share in full settlement of the outstanding note due in a cashless transaction. Additionally, the Company further modified the awards by cancelling the put option and adding a term whereby upon an IPO the award will vest. The remittance of the shares in exchange for settling the outstanding note, the cancellation of the put option, and the addition of the IPO performance condition, represents a modification of the original terms of the stock options. The effect of these changes is that the Company has modified the awards and has converted approximately 1.3 million stock options with an exercise price of $4.7 million to 926,604 shares of non-vested stock (with no exercise price). The non-vested stock remained subject to the above mentioned vesting conditions of a change in control and IPO, which are not deemed probable until they occur. As described in the preceding sentence, the effect of the modification was to replace stock options that were improbable of vesting with non-vested stock that is improbable of vesting and accordingly, the Company did not recognize stock-based compensation expense for the non-vested stock at the time that the vesting conditions are deemed probable of occurrence. The following is a summary of common shares issued in exchange for nonrecourse notes for the year December 31, 2014: Common Shares Outstanding December 31, 2013 1,275,530 Repurchased (348,926 ) Shares vested June 30, 2014 926,604 The 926,604 shares of non-vested common stock held by the consultant became probable of vesting upon the effectiveness of the Company’s IPO registration statement on June 30, 2014, resulting in a charge for stock-based compensation of approximately $10.5 million, representing the 926,604 shares multiplied by the fair value per share on May 1, 2014, the date the consultant became an employee, less previous compensation expense recorded. Common Stock Issued for Convertible Promissory Notes In conjunction with the merger of Sonkei on November 12, 2013, the Company assumed convertible promissory notes held by certain stockholders with a principal amount of €518,519. These notes had a stated interest rate of 8% per annum and a maturity date of June 30, 2014. In conjunction with the IPO, the Company’s 8% convertible promissory notes were converted on July 7, 2014 at the IPO price of $6.00 per share into 352,000 shares of the Company’s common stock. |
Stock Option Plan
Stock Option Plan | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Option Plan | NOTE 10 — STOCK OPTION PLAN In December 2013, the Company adopted the 2013 Equity Incentive Plan (as subsequently amended and restated, the “Plan”), 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 Plan, the total shares authorized for issuance under the plan increased by 737,579 to 4,281,333. This increase represents 4% of the total shares outstanding calculated as of the end of the most recent fiscal year. The exercise price per share shall not be less than the fair value of the Company’s underlying common stock on the grant date and no option may have a term in excess of ten years. Stock option activity under the Plan for the year ended December 31, 2015 is as follows: Weighted-Average Stock Options Exercise Price Outstanding January 1, 2015 2,076,558 $ 6.64 Granted 1,884,112 $ 5.04 Forfeited (571,972 ) $ 7.60 Outstanding December 31, 2015 3,388,698 $ 5.59 Exercisable December 31, 2015 1,054,590 $ 6.21 The Company uses the Black Scholes model to estimate the fair value of stock options granted. For stock options granted during the years ended December 31, 2015 and 2014, the Company utilized the following assumptions: December 31, 2015 December 31, 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 $ 3.83 $ 5.81 The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations: December 31, 2015 December 31, 2014 Research and development $ 604,320 $ 13,099,467 General and administrative 1,597,915 4,867,144 Total $ 2,202,235 $ 17,966,611 The weighted average grant-date fair value of stock options outstanding on December 31, 2015 was $4.49 per share. Total unrecognized compensation costs related to non-vested awards at December 31, 2015 was approximately $8.7 million and is expected to be recognized within future operating results over a period of 3.7 years. At December 31, 2015, the weighted average contractual term of the options outstanding is approximately 9.1 years. The intrinsic value of outstanding stock options at December 31, 2015 was $2.0 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 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11 — INCOME TAXES Net deferred tax assets (liabilities) as of December 31, 2015 and 2014 consist of the following: 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 15,037,123 $ 11,384,959 Research and development tax credits 145,115 145,115 Capitalized research and development costs 9,905,448 3,067,414 Stock-based compensation 3,660,286 2,961,324 Deferred start-up and license costs 11,124,716 11,991,001 Net deferred tax assets 39,872,688 29,549,813 Valuation allowance (39,872,688 ) (29,549,813 ) Net deferred tax assets $ — $ — Deferred tax liabilities: In-process research and development $ (13,433,760 ) $ (13,433,760 ) Net deferred tax liabilities $ (13,433,760 ) $ (13,433,760 ) A reconciliation between the Company’s effective tax rate and the federal statutory rate for the years ended December 31, 2015 and 2014 are as follows: 2015 2014 Federal statutory rate (34.00 %) (34.00 %) Permanent differences 0.53 % 4.27 % State income taxes (5.20 %) (4.62 %) Valuation allowance 38.67 % 34.35 % Effective tax rate 0.00 % 0.00 % In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical losses and the uncertainty of future taxable income over the periods which the Company will realize the benefits of its net deferred tax assets, management believes it is more likely than not that the Company will not realize the benefits on the balance of its net deferred tax asset and, accordingly, the Company has established a full valuation allowance on its net deferred tax assets. The valuation allowance increased by approximately $10.3 million and $20.7 million during the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, the Company had approximately $36.1 million of Federal net operating losses that will begin to expire in 2027. As of December 31, 2015, the Company's wholly owned subsidiary had approximately $4.9 million of operating losses in Switzerland that will begin to expire in 2018. As of December 31, 2015, the Company had approximately $7.8 million of New Jersey and $20.6 million of Massachusetts operating losses that will begin to expire in 2029 and 2033, respectively. During the year ended December 31, 2015, approximately $2.6 million of New Jersey operating losses expired. As of December 31, 2015, the Company had approximately $0.2 million of federal research and development credits that will begin to expire in 2027. The Internal Revenue Code (“IRC”) limits the amounts of net operating loss carryforwards that a company may use in any one year in the event of certain cumulative changes in ownership over a three-year period as described in Section 382 of the IRC. The Company has not performed a detailed analysis to determine whether an ownership change has occurred as of December 31, 2015. Deferred tax liabilities related to indefinite-lived assets typically are not used as a source of income to support realization of deferred tax assets in jurisdictions where tax attributes expire (e.g., jurisdictions where net operating loss carryforwards expire) unless the deferred tax liability is expected to reverse prior to the expiration date of the tax attribute. Therefore, the net operating losses of Sonkei cannot be used to offset the deferred tax liability resulting from the IPR&D due to the fact that the IPR&D currently has an indefinite life while the NOLs have a maximum life of 20 years. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | NOTE 12 — 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. The Company incurred rent expense of $0.1 million in each of the years ended December 31, 2015 and 2014. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13 — RELATED PARTY TRANSACTIONS The Company reimbursed certain expenses paid by its investors incurred on behalf of the Company. For the years ended December 31, 2015 and 2014, these reimbursements were zero and $268,990, respectively. An investor provided accounting and other services to the Company. For the years ended December 31, 2015 and 2014, the total expense recognized in operating results in connection with services provided was zero and $35,000, respectively. For the year ended December 31, 2014, the Company retained the services of certain consultants who were also stockholders of the Company (see Note 9 – Stockholders’ Equity). The total expense recognized by the Company in connection with these consulting services was zero and $247,400 for the years ended December 31, 2015 and 2014, respectively. The Company’s convertible promissory notes were held by certain stockholders. Also refer to Note 8 – Co-Development and License agreement and Note 9 – Stockholder’s Equity for additional related party transactions. |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results | NOTE 14 — QUARTERLY RESULTS (Unaudited) Three Months Ended March 31, 2015 June 30, 2015 September December 31, 2015 (in thousands, except per share data) Total revenues $ — $ — $ — $ — Operating loss (5,878 ) (6,332 ) (5,705 ) (8,194 ) Net loss (6,093 ) (6,610 ) (5,939 ) (8,439 ) Loss per share, basic and diluted $ (0.31 ) $ (0.27 ) $ (0.24 ) $ (0.34 ) Three Months Ended March 31, 2014 June 30, 2014 September 30, 2014 December 31, 2014 (in thousands, except per share data) Total revenues $ — $ — $ — $ — Operating loss (2,623 ) (17,650 ) (27,151 ) (7,446 ) Net loss (2,938 ) (19,366 ) (27,155 ) (7,442 ) Loss per share, basic and diluted $ (0.43 ) $ (2.55 ) $ (1.53 ) $ (0.40 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 — SUBSEQUENT EVENTS The Company evaluated subsequent events for financial reporting purposes through the date which the financial statements were issued to determine whether any events occurred that required disclosure in the accompanying consolidated financial statements. Stock Option Plan On January 1, 2016, in accordance with the terms of the Company’s 2013 Equity Incentive Plan , the total shares authorized for issuance under the plan increased by 750,000 to 5,031,333. This increase represents the lessor of 750,000 shares or 4% of the total shares outstanding calculated as of the end of the most recent fiscal year. Related Party Transaction In January 2016 the Company entered into a services agreement with V-Watch SA, or V-Watch, for approximately $105,000 for the use of V-Watch’s SomnoArt device for monitoring sleep in the MIN-101 Phase IIb and MIN-117 Phase IIa trials. The Company’s Chief Executive Officer is the chairman of the board of directors of V-Watch and funds affiliated with stockholder Index Ventures hold greater than 10% of the outstanding capital stock of V-Watch. Warrant Exercises In January and February 2016, certain investors in the Company’s March 2015 private placement exercised their warrants and received an aggregate of 3,039,514 shares of the Company’s common stock. The Company received gross proceeds of approximately $17.5 million from the exercise of these warrants. Loan Modification In February 2016, the Company entered into a second amendment to the Loan and Security Agreement with Oxford and SVB extending the deadline for meeting the clinical milestones required to draw down the Term B Loans from March 31, 2016 to June 30, 2016. |
Significant Accounting Polici23
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. From its inception, the Company has devoted substantially all of its efforts to business planning, engaging regulatory, manufacturing and other technical consultants, planning and executing clinical trials and raising capital. |
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 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. |
Restricted Cash | Restricted cash Cash accounts with any type of restriction are classified as restricted. The Company maintained restricted cash balances as collateral for corporate credit cards in the amount of $80,000 and $35,000 at December 31, 2015 and 2014, respectively. |
Marketable Securities | Marketable securities Marketable securities consists of corporate debt securities maturing in twelve 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 December 31, 2015, remaining final maturities of marketable securities ranged from January 2016 to October 2016, with a weighted average remaining maturity of approximately 5 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 December 31, 2015: December 31, 2015 Amortized Aggregate Unrealized Net Carrying Cost Fair Value Losses Value Marketable securities: Corporate bonds $ 17,920,632 $ 17,887,558 $ 33,074 $ 17,920,632 Marketable securities $ 17,920,632 $ 17,887,558 $ 33,074 $ 17,920,632 |
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 fees paid to consultants and various entities that perform certain research and testing on behalf of the Company and costs related to salaries, benefits, bonuses and stock-based compensation granted to employees in research and development functions. The Company determines expenses related to clinical studies based on 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 its 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, the Company estimates 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 the estimate, the accrual is adjusted 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 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 expenses in 2014 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 initial fair value of the research projects are 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, 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 years ended December 31, 2015 or 2014. |
Stock-Based Compensation | Stock-based compensation The Company recognizes compensation cost relating to stock-based payment transactions using a fair-value measurement method, which requires all stock-based payments to employees, including grants of employee stock options, to be recognized in operating results as compensation expense based on fair value over the requisite service period of the awards. The Company determines the fair value of stock-based awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate fair value. The method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield, expected forfeiture rate and expected life of the options. The date of expense recognition for grants to non-employees is the earlier of the date at which a commitment for performance by the counterparty to earn the equity instrument is reached or the date at which the counterparty’s performance is complete. The Company determines the fair value of stock-based awards granted to non-employees similar to the way fair value of awards are determined for employees except that certain assumptions used in the Black-Scholes option-pricing model, such as expected life of the option, may be different and the fair value of each unvested award is adjusted at the end of each period for any change in fair value from the previous valuation until the award vests. Prior to the IPO, the Company utilized various valuation methodologies in accordance with the framework of the 2013 American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, |
Foreign Currency Transactions | Foreign currency transactions The Company’s functional currency is the US dollar. The Company pays certain vendor invoices in the respective foreign currency. The Company records an expense in US dollars at the time the liability is incurred. Changes in the applicable foreign currency rate between the date an expense is recorded and the payment date is recorded as a foreign currency gain or loss. |
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 shares of common stock outstanding for the period. Diluted loss per share reflects 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. |
Income Taxes | Income taxes Deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Uncertain tax positions are evaluated and if appropriate, the amount of unrecognized tax benefits are recorded within deferred tax assets. Deferred tax assets are evaluated for realization based on a more-likely-than-not criterion in determining if a valuation allowance should be provided. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The Company has elected to treat interest and penalties, to the extent they arise, as a component of income taxes. There was no interest or penalties related to income taxes for the years ended December 31, 2015 or 2014. Income tax years beginning in 2012 for federal and state purposes are generally subject to examination by taxing authorities, although net operating losses from all prior years are subject to examinations and adjustments for at least three years following the year in which the tax attributes are utilized. |
Concentration of Credit Risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents and marketable debt securities. The Company maintains its cash and cash equivalent balances in the form of business checking accounts and money market accounts, the balances of which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. Marketable debt securities consists primarily of corporate bonds, with fixed interest rates. Exposure to credit risk of marketable debt securities is reduced by maintaining a diverse portfolio and monitoring their credit ratings. |
Equipment | Equipment Equipment is stated at cost less accumulated depreciation. Equipment is depreciated on the straight-line basis over their estimated useful lives of three years. Expenditures for maintenance and repairs are charged to expense as incurred. |
Long-Lived Assets | Long-lived assets The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. If required, the Company compares the estimated undiscounted future net cash flows to the related asset’s carrying value to determine whether there has been an impairment. If an asset is considered impaired, the asset is written down to fair value, which is based either on discounted cash flows or appraised values in the period the impairment becomes known. The Company believes that all long-lived assets are recoverable, and no impairment was deemed necessary at December 31, 2015 and 2014. |
Business Combinations | Business Combinations The total cost of an acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based their respective fair values at the date of acquisition. The allocation of the purchase price is dependent upon certain valuations and other studies. Acquisition costs are expensed as incurred. The Company recognizes separately from goodwill the fair value of assets acquired and the liabilities assumed. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the acquisition date fair values of the assets acquired and liabilities assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may retroactively record adjustments to the fair value of the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. |
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 tested its goodwill for impairment as of November 30. There was no impairment of goodwill for the years ended December 31, 2015 or 2014. |
Fair Value of Financial Instruments | Fair value of financial instruments The Company provides disclosure of financial assets and financial liabilities that are carried at fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements may be classified based on the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities using the following three levels: Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 — Unobservable inputs that reflect the Company’s estimates of the assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available, including its own data. The following table presents information about the Company’s cash equivalents and marketable securities as of December 31, 2015 measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: December 31, 2015 Total Level 1 Level 2 Level 3 Cash equivalents: $ 13,019,045 $ 13,019,045 $ — $ — Marketable securities: 17,887,558 — 17,887,558 — The carrying amounts of cash, restricted cash, accounts payable and accrued liabilities approximate fair value because of their short-term nature. The Company believes that the Company's debt obligations accrue interest at rates which approximate prevailing market rates for instruments with similar characteristics and, accordingly, the carrying values for these instruments approximate fair value. |
Segment Information | Segment information Operating segments are defined as components of an enterprise (business activity from which it earns revenue and incurs expenses) about which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief decision maker, who is the Chief Executive Officer, reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company views its operations and manages its business as one operating segment. |
Comprehensive Loss | Comprehensive Loss The Company had no items of comprehensive loss other than its net loss for each period presented. |
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. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases |
Significant Accounting Polici24
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2015: December 31, 2015 Amortized Aggregate Unrealized Net Carrying Cost Fair Value Losses Value Marketable securities: Corporate bonds $ 17,920,632 $ 17,887,558 $ 33,074 $ 17,920,632 Marketable securities $ 17,920,632 $ 17,887,558 $ 33,074 $ 17,920,632 |
Fair Value of Cash Equivalents and Marketable Securities Measured on Recurring Basis and Determined by Valuation Techniques | The following table presents information about the Company’s cash equivalents and marketable securities as of December 31, 2015 measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: December 31, 2015 Total Level 1 Level 2 Level 3 Cash equivalents: $ 13,019,045 $ 13,019,045 $ — $ — Marketable securities: 17,887,558 — 17,887,558 — |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Pro Forma Results | The unaudited pro forma financial information below is for informational purposes only and is not indicative of the results of operations or financial condition that would have been achieved if the acquisitions would have taken place at the beginning of each of the periods presented and should not be taken as indicative of the Company’s future results of operations or financial condition. 2014 Operating loss $ (57,354,314 ) Loss per share $ (4.51 ) |
Mind-NRG | |
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 and Other Li26
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following: December 31, 2015 December 31, 2014 Research and development costs and other accrued expenses (1) $ 1,740,871 $ 422,821 Accrued bonus 725,017 327,960 Interest payable 58,750 — Accrued severance (2) — 636,033 Primomed research funding (3) — 127,209 Accrued excise and franchise taxes — 76,885 Professional fees — 54,350 $ 2,524,638 $ 1,645,258 (1) Deferred rent as of December 31, 2014 of $7,226 has been reclassified to research and development costs and other accrued expenses to conform to the current year presentation. (2) The change in accrued severance represents payments made during the year ended December 31, 2015. (3) 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 27
Net Loss Per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2015 2014 Net loss $ (27,081,632 ) $ (56,901,439 ) Weighted average shares of common stock outstanding 23,412,181 12,724,395 Net loss per share of common stock – basic and diluted $ (1.16 ) $ (4.47 ) |
Securities Excluded from Calculation of Weighted Average Shares Outstanding as their Effect is Antidilutive | The following securities outstanding at December 31, 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: December 31, 2015 2014 Common stock options 3,388,698 2,076,558 Warrants 6,322,451 — |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Term A Loans and Debt Discount | The Term A Loans and debt discount are as follows: December 31, 2015 Term A Loans $ 10,000,000 Less: debt discount and financing costs (236,338 ) Less: current portion (1,434,756 ) Accrued portion of final payment 174,205 Long-term portion $ 8,503,111 |
Expected Repayment of Term A Loan Principal | The expected repayment of the $10.0 million Term A loan principal is as follows: 2016 $ 1,570,583 2017 4,938,713 2018 3,490,704 Total Term A Loans $ 10,000,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders Equity Note [Abstract] | |
Summary of Common Shares Issued in Exchange for Nonrecourse Notes | The following is a summary of common shares issued in exchange for nonrecourse notes for the year December 31, 2014: Common Shares Outstanding December 31, 2013 1,275,530 Repurchased (348,926 ) Shares vested June 30, 2014 926,604 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Activity | Stock option activity under the Plan for the year ended December 31, 2015 is as follows: Weighted-Average Stock Options Exercise Price Outstanding January 1, 2015 2,076,558 $ 6.64 Granted 1,884,112 $ 5.04 Forfeited (571,972 ) $ 7.60 Outstanding December 31, 2015 3,388,698 $ 5.59 Exercisable December 31, 2015 1,054,590 $ 6.21 |
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 years ended December 31, 2015 and 2014, the Company utilized the following assumptions: December 31, 2015 December 31, 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 $ 3.83 $ 5.81 |
Schedule of Stock-Based Compensation Expense Included in the Company’s Consolidated Statements of Operations | The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations: December 31, 2015 December 31, 2014 Research and development $ 604,320 $ 13,099,467 General and administrative 1,597,915 4,867,144 Total $ 2,202,235 $ 17,966,611 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Net deferred tax assets (liabilities) as of December 31, 2015 and 2014 consist of the following: 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 15,037,123 $ 11,384,959 Research and development tax credits 145,115 145,115 Capitalized research and development costs 9,905,448 3,067,414 Stock-based compensation 3,660,286 2,961,324 Deferred start-up and license costs 11,124,716 11,991,001 Net deferred tax assets 39,872,688 29,549,813 Valuation allowance (39,872,688 ) (29,549,813 ) Net deferred tax assets $ — $ — Deferred tax liabilities: In-process research and development $ (13,433,760 ) $ (13,433,760 ) Net deferred tax liabilities $ (13,433,760 ) $ (13,433,760 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between the Company’s effective tax rate and the federal statutory rate for the years ended December 31, 2015 and 2014 are as follows: 2015 2014 Federal statutory rate (34.00 %) (34.00 %) Permanent differences 0.53 % 4.27 % State income taxes (5.20 %) (4.62 %) Valuation allowance 38.67 % 34.35 % Effective tax rate 0.00 % 0.00 % |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Three Months Ended March 31, 2015 June 30, 2015 September December 31, 2015 (in thousands, except per share data) Total revenues $ — $ — $ — $ — Operating loss (5,878 ) (6,332 ) (5,705 ) (8,194 ) Net loss (6,093 ) (6,610 ) (5,939 ) (8,439 ) Loss per share, basic and diluted $ (0.31 ) $ (0.27 ) $ (0.24 ) $ (0.34 ) Three Months Ended March 31, 2014 June 30, 2014 September 30, 2014 December 31, 2014 (in thousands, except per share data) Total revenues $ — $ — $ — $ — Operating loss (2,623 ) (17,650 ) (27,151 ) (7,446 ) Net loss (2,938 ) (19,366 ) (27,155 ) (7,442 ) Loss per share, basic and diluted $ (0.43 ) $ (2.55 ) $ (1.53 ) $ (0.40 ) |
NATURE OF OPERATIONS AND LIQU33
NATURE OF OPERATIONS AND LIQUIDITY - Additional Information (Details) | 2 Months Ended | 12 Months Ended | ||
Feb. 29, 2016USD ($)shares | Dec. 31, 2015USD ($)License | Mar. 18, 2015shares | Dec. 31, 2014USD ($) | |
Nature Of Operations And Liquidity [Line Items] | ||||
Accumulated deficit | $ | $ (101,812,862) | $ (74,731,230) | ||
Private Placement | Subsequent Event | ||||
Nature Of Operations And Liquidity [Line Items] | ||||
Proceeds from exercise of warrants | $ | $ 17,500,000 | |||
Common Stock | Private Placement | ||||
Nature Of Operations And Liquidity [Line Items] | ||||
Shares of common stock to purchase by warrant | shares | 6,281,661 | |||
Common Stock | Private Placement | Subsequent Event | ||||
Nature Of Operations And Liquidity [Line Items] | ||||
Shares of common stock to purchase by warrant | shares | 3,039,514 | |||
Development-stage Proprietary Compounds | ||||
Nature Of Operations And Liquidity [Line Items] | ||||
Number of licenses acquired | License | 4 |
SIGNIFICANT ACCOUNTING POLICI34
SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | Jul. 07, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Significant Accounting Policies [Line Items] | |||
Restricted cash balances as collateral for corporate credit cards | $ 80,000 | $ 35,014 | |
Marketable securities, weighted average remaining maturity | 5 months | ||
Marketable securities, unrealized gains | $ 0 | ||
Interest or penalties related to income taxes | $ 0 | 0 | |
Equipment estimated useful life | 3 years | ||
Impairment of Long-Lived Assets | $ 0 | 0 | |
Impairment of goodwill | 0 | 0 | |
In-Process Research and Development | |||
Significant Accounting Policies [Line Items] | |||
Asset impairment charges | 0 | $ 0 | |
Janssen and JJDC | Co-development and License Agreement | MIN-202 | |||
Significant Accounting Policies [Line Items] | |||
Payment of license fee | $ 22,000,000 | ||
Prepaid expenses and other current assets | $ 200,000 |
SIGNIFICANT ACCOUNTING POLICI35
SIGNIFICANT ACCOUNTING POLICIES - Amortized Cost Basis, Aggregate Fair Value, Unrealized Losses and Net Carrying Value of Investments in Held-to-Maturity Securities (Details) | Dec. 31, 2015USD ($) |
Schedule Of Held To Maturity Securities [Line Items] | |
Marketable securities, Amortized Cost | $ 17,920,632 |
Marketable securities, Aggregate Fair Value | 17,887,558 |
Marketable securities, Unrealized Losses | 33,074 |
Marketable securities, Net Carrying Value | 17,920,632 |
Corporate Bonds | |
Schedule Of Held To Maturity Securities [Line Items] | |
Marketable securities, Amortized Cost | 17,920,632 |
Marketable securities, Aggregate Fair Value | 17,887,558 |
Marketable securities, Unrealized Losses | 33,074 |
Marketable securities, Net Carrying Value | $ 17,920,632 |
SIGNIFICANT ACCOUNTING POLICI36
SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Cash Equivalents and Marketable Securities Measured on Recurring Basis and Determined by Valuation Techniques (Details) | Dec. 31, 2015USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Cash equivalents | $ 13,019,045 |
Marketable securities | 17,887,558 |
Level 1 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Cash equivalents | 13,019,045 |
Level 2 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Marketable securities | $ 17,887,558 |
BUSINESS COMBINATIONS - Additio
BUSINESS COMBINATIONS - 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) | $ / shares | $ 11.17 |
Share capital acquired (as a percent) | 100.00% |
BUSINESS COMBINATIONS - Aggrega
BUSINESS COMBINATIONS - Aggregate Consideration Allocated to Assets Acquired and Liabilities Assumed Based On Estimated Fair Value (Details) - USD ($) | Dec. 31, 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) |
BUSINESS COMBINATIONS - Pro For
BUSINESS COMBINATIONS - Pro Forma Results (Details) | 12 Months Ended |
Dec. 31, 2014USD ($)$ / shares | |
Unaudited pro forma financial information | |
Operating loss | $ | $ (57,354,314) |
Loss per share | $ / shares | $ (4.51) |
ACCRUED EXPENSES AND OTHER LI40
ACCRUED EXPENSES AND OTHER LIABILITIES - Accrued Expenses and Other Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | |
Payables And Accruals [Abstract] | |||
Research and development costs and other accrued expenses | [1] | $ 1,740,871 | $ 422,821 |
Accrued bonus | 725,017 | 327,960 | |
Interest payable | 58,750 | ||
Accrued severance | [2] | 636,033 | |
Primomed research funding | [3] | 127,209 | |
Accrued excise and franchise taxes | 76,885 | ||
Professional fees | 54,350 | ||
Accrued expenses and other liabilities | $ 2,524,638 | $ 1,645,258 | |
[1] | Deferred rent as of December 31, 2014 of $7,226 has been reclassified to research and development costs and other accrued expenses to conform to the current year presentation. | ||
[2] | The change in accrued severance represents payments made during the year ended December 31, 2015. | ||
[3] | Under the terms of a research agreement with Primomed, the Company received grant funds that will be used to offset certain costs under the MIN-301 development program |
ACCRUED EXPENSES AND OTHER LI41
ACCRUED EXPENSES AND OTHER LIABILITIES - Accrued Expenses and Other Liabilities (Parenthetical) (Details) | Dec. 31, 2014USD ($) |
Payables And Accruals [Abstract] | |
Deferred rent | $ 7,226 |
NET LOSS PER SHARE OF COMMON 42
NET LOSS PER SHARE OF COMMON STOCK - Computation of Basic and Diluted Loss Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | ||||||||||
Net loss | $ (8,439,000) | $ (5,939,000) | $ (6,610,000) | $ (6,093,000) | $ (7,442,000) | $ (27,155,000) | $ (19,366,000) | $ (2,938,000) | $ (27,081,632) | $ (56,901,439) |
Weighted average shares of common stock outstanding | 23,412,181 | 12,724,395 | ||||||||
Net loss per share, basic and diluted | $ (1.16) | $ (4.47) |
NET LOSS PER SHARE OF COMMON 43
NET LOSS PER SHARE OF COMMON STOCK - Securities Excluded from Calculation of Weighted Average Shares Outstanding as their Effect is Antidilutive (Details) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 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 | 3,388,698 | 2,076,558 |
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 | 12 Months Ended |
Jan. 31, 2014USD ($)item | Dec. 31, 2015USD ($) | |
MIN101 | ||
License Agreement | ||
Number of development milestones required | item | 1 | |
Potential milestone payments upon achievement of milestone | $ 500,000 | |
License agreement term | 12 years | |
MIN-101 | Maximum | ||
License Agreement | ||
Potential milestone payments upon achievement of milestone | $ 47,500,000 | |
MIN117 | ||
License Agreement | ||
License agreement term | 10 years | |
Term of extension of the agreement | 2 months | |
Extension of milestone payment | $ 80,000 | |
MIN-117 | Maximum | ||
License Agreement | ||
Potential milestone payments upon achievement of milestone | $ 47,500,000 |
DEBT - Loan and Security Agreem
DEBT - Loan and Security Agreement - Additional Information (Details) | Mar. 31, 2016USD ($) | Aug. 31, 2015USD ($) | Jan. 16, 2015USD ($)Tranche$ / sharesshares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | |||||
Amortization of debt discount recorded as interest expense | $ 377,455 | $ 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 | ||||
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 | $ 400,000 | ||||
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% | ||||
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 | $ 1,100,000 | ||||
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) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |
Term A Loans | $ 10,000,000 |
Less: current portion | (1,434,756) |
Long-term portion | 8,503,111 |
Term Loan | Term A Loans | |
Debt Instrument [Line Items] | |
Term A Loans | 10,000,000 |
Less: debt discount and financing costs | (236,338) |
Less: current portion | (1,434,756) |
Accrued portion of final payment | 174,205 |
Long-term portion | $ 8,503,111 |
DEBT - Expected Repayment of Te
DEBT - Expected Repayment of Term A Loan Principal (Details) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |
Total Term A Loans | $ 10,000,000 |
Term Loan | Term A Loans | |
Debt Instrument [Line Items] | |
2,016 | 1,570,583 |
2,017 | 4,938,713 |
2,018 | 3,490,704 |
Total Term A Loans | $ 10,000,000 |
DEBT - Loans Payable - Addition
DEBT - Loans Payable - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Jul. 07, 2014 | May. 31, 2014 | Feb. 11, 2014 | |
Debt | |||||
Percentage of interest rate on loan | 8.00% | ||||
Balance outstanding | $ 1,400,000 | $ 600,000 | |||
Accrued interest paid | $ 616,875 | 15,233 | |||
Bridge Loan | |||||
Debt | |||||
Maximum drawdown amount | $ 1,000,000 | $ 600,000 | |||
Percentage of interest rate on loan | 8.00% | 8.00% | |||
Accrued interest paid | 11,000 | ||||
Bridge Loan | Interest Income Expense | |||||
Debt | |||||
Interest expense | $ 16,000 | ||||
Bridge Loan | Under Standard Terms of Default | |||||
Debt | |||||
Percentage of interest rate on loan | 11.00% | 11.00% |
CO-DEVELOPMENT AND LICENSE AG49
CO-DEVELOPMENT AND LICENSE AGREEMENT - Additional Information (Details) - USD ($) | Mar. 18, 2015 | Jul. 07, 2014 | Feb. 12, 2014 | Jun. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2014 |
Co-development and license agreement | ||||||
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 | Phase II Clinical Trials | Maximum | Scenario, Forecast | ||||||
Co-development and license agreement | ||||||
Expected additional payment | $ 19,000,000 | |||||
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 | |||||
Payment of development costs | 3,800,000 | $ 1,200,000 | ||||
Janssen and JJDC | MIN-202 | Co-development and License Agreement | Other Current Assets | ||||||
Co-development and license agreement | ||||||
Reimbursable collaborative expense incurred | $ 200,000 |
STOCKHOLDERS' EQUITY - Private
STOCKHOLDERS' EQUITY - Private Placement of Common Stock and Warrants - Additional Information (Details) - USD ($) | Mar. 18, 2015 | Jul. 07, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Class Of Stock [Line Items] | ||||
Gross proceeds from issuance of common stock and warrants | $ 31,000,000 | $ 30,999,999 | $ 23,706,118 | |
Placement agent fees and transaction costs | 2,466,984 | |||
Net proceeds from issuance of common stock and warrants | $ 28,533,015 | 51,600,986 | ||
Private Placement | ||||
Class Of Stock [Line Items] | ||||
Shares of common stock issued | 666,666 | |||
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 | |||
Placement agent fees and transaction costs | $ 2,500,000 | |||
Net proceeds from issuance of common stock and warrants | $ 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] | ||||
Net proceeds from issuance of common stock and warrants | $ 628 | $ 956 | ||
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 |
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 |
STOCKHOLDERS' EQUITY - Initial
STOCKHOLDERS' EQUITY - Initial Public Offering and Concurrent Private Placements - Additional Information (Details) - USD ($) | Jul. 29, 2014 | Jul. 07, 2014 | Dec. 31, 2014 |
Stockholders Equity [Line Items] | |||
Stock issuance expenses | $ 3,159,835 | ||
Common Stock Purchase Agreement | |||
Stockholders Equity [Line Items] | |||
Shares of common stock issued | 3,284,353 | ||
IPO | |||
Stockholders Equity [Line Items] | |||
Shares of common stock issued | 5,454,545 | ||
Share price (in dollars per share) | $ 6 | ||
Aggregate proceeds from sale of common stock | $ 32,700,000 | ||
Net proceeds from sale of common stock | 28,200,000 | ||
Stock issuance expenses | $ 3,100,000 | ||
Over-Allotment Option | |||
Stockholders Equity [Line Items] | |||
Shares of common stock issued | 160,993 | ||
Share price (in dollars per share) | $ 6 | ||
Private Placement | |||
Stockholders Equity [Line Items] | |||
Shares of common stock issued | 666,666 | ||
Share price (in dollars per share) | $ 6 | ||
Aggregate proceeds from sale of common stock | $ 4,000,000 | ||
Net proceeds from sale of common stock | $ 3,700,000 | ||
Private Placement | Common Stock Purchase Agreement | |||
Stockholders Equity [Line Items] | |||
Shares of common stock issued | 3,284,353 | ||
Net proceeds from sale of common stock | $ 19,700,000 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Issued for Nonrecourse Notes - Additional Information (Details) | Jul. 07, 2014shares | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($)$ / sharesshares | Mar. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | Dec. 31, 2013EUR (€)shares |
Stockholders Equity [Line Items] | ||||||||
Interest rate (as a percent) | 8.00% | |||||||
Stock issued in settlement of nonrecourse notes | 352,000 | |||||||
Number of stock options (in shares) | 3,388,698 | 2,076,558 | ||||||
Stock based compensation expense | $ | $ 2,202,235 | $ 17,966,611 | ||||||
Common Stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Stock issued in settlement of nonrecourse notes | 352,000 | |||||||
Nonrecourse Note | Common Stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Face value | $ | $ 4,700,000 | $ 4,700,000 | ||||||
Number of shares remitted | 348,926 | 348,926 | ||||||
Share price (in dollars per share) | $ / shares | $ 13.51 | $ 13.51 | ||||||
Number of stock options (in shares) | 1,300,000 | 1,300,000 | ||||||
Exercise price of stock options | $ | $ 4,700,000 | |||||||
Stock issued | 926,604 | 926,604 | 1,275,530 | 1,275,530 | ||||
Exercise price of non-vested stock | $ | $ 0 | |||||||
Stock based compensation expense | $ | $ 10,500,000 | |||||||
Nonrecourse Note | Common Stock | Sonkei | ||||||||
Stockholders Equity [Line Items] | ||||||||
Face value | $ 1,500,000 | € 1,119,017 | ||||||
Interest rate (as a percent) | 0.19% | 0.19% | ||||||
Stock issued in settlement of nonrecourse notes | 1,112,500 |
STOCKHOLDERS' EQUITY - Common54
STOCKHOLDERS' EQUITY - Common Shares Issued in Exchange for Nonrecourse Notes (Details) - shares | Mar. 31, 2014 | Dec. 31, 2014 |
Stockholders Equity [Line Items] | ||
Shares vested at the end of the period (in shares) | 926,604 | |
Common Stock | Nonrecourse Note | ||
Stockholders Equity [Line Items] | ||
Outstanding at the beginning of the period (in shares) | 1,275,530 | |
Repurchased | (348,926) | (348,926) |
STOCKHOLDERS' EQUITY - Common55
STOCKHOLDERS' EQUITY - Common Stock Issued for Convertible Promissory Notes - Additional Information (Details) | Jul. 07, 2014$ / sharesshares | Nov. 12, 2013EUR (€) |
Stockholders Equity [Line Items] | ||
Percentage of interest rate on loan | 8.00% | |
Conversion price (in dollars per share) | $ / shares | $ 6 | |
Conversion of debt to common stock (in shares) | shares | 352,000 | |
Convertible Notes Payable | Sonkei | ||
Stockholders Equity [Line Items] | ||
Principal amount | € | € 518,519 | |
Percentage of interest rate on loan | 8.00% | |
Convertible promissory notes, maturity date | Jun. 30, 2014 |
STOCK OPTION PLAN - Additional
STOCK OPTION PLAN - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 02, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 01, 2015 |
Stock Option Plan | ||||
Fair value of common stock on grant date (in dollars per share) | $ 3.83 | $ 5.81 | ||
Total unrecognized compensation costs related to non-vested awards (in dollars) | $ 8.7 | |||
Period over which unrecognized compensation costs related to non-vested awards is expected to be recognized | 3 years 8 months 12 days | |||
Weighted average contractual term of the options outstanding | 9 years 1 month 6 days | |||
Intrinsic value of outstanding stock options (in dollars) | $ 2 | |||
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) | $ 4.49 | |||
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% | |||
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) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Stock Options | |
Outstanding at the beginning of period (in shares) | shares | 2,076,558 |
Granted (in shares) | shares | 1,884,112 |
Forfeited (in shares) | shares | (571,972) |
Outstanding at the end of the period (in shares) | shares | 3,388,698 |
Exercisable at the end of the period (in shares) | shares | 1,054,590 |
Weighted-Average Exercise Price | |
Outstanding at the beginning of period (in dollars per share) | $ / shares | $ 6.64 |
Granted (in dollars per share) | $ / shares | 5.04 |
Forfeited (in dollars per share) | $ / shares | 7.60 |
Outstanding at the end of the period (in dollars per share) | $ / shares | 5.59 |
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 6.21 |
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 | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 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 | $ 3.83 | $ 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% |
STOCK OPTION PLAN - Schedule of
STOCK OPTION PLAN - Schedule of Stock-Based Compensation Expense Included in the Company's Consolidated Statements of Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock based compensation expense | $ 2,202,235 | $ 17,966,611 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock based compensation expense | 604,320 | 13,099,467 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock based compensation expense | $ 1,597,915 | $ 4,867,144 |
INCOME TAXES - Net Deferred Tax
INCOME TAXES - Net Deferred Tax Assets (Liabilities) (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 15,037,123 | $ 11,384,959 |
Research and development tax credits | 145,115 | 145,115 |
Capitalized research and development costs | 9,905,448 | 3,067,414 |
Stock-based compensation | 3,660,286 | 2,961,324 |
Deferred start-up and license costs | 11,124,716 | 11,991,001 |
Net deferred tax assets | 39,872,688 | 29,549,813 |
Valuation allowance | (39,872,688) | (29,549,813) |
Net deferred tax assets | 0 | 0 |
Deferred tax liabilities: | ||
In-process research and development | (13,433,760) | (13,433,760) |
Net deferred tax liabilities | $ (13,433,760) | $ (13,433,760) |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | (34.00%) | (34.00%) |
Permanent differences | 0.53% | 4.27% |
State income taxes | (5.20%) | (4.62%) |
Valuation allowance | 38.67% | 34.35% |
Effective tax rate | 0.00% | 0.00% |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||
Increase (decrease) in valuation allowance on net deferred tax assets | $ 10.3 | $ 20.7 |
Sonkei | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss expiration period | 20 years | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 36.1 | |
Operating losses, year begin to expire | 2,027 | |
Federal | Federal research and development | ||
Operating Loss Carryforwards [Line Items] | ||
Federal research and development credits | $ 0.2 | |
Federal research and development credits expiration year | 2,027 | |
New jersey | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 7.8 | |
Operating losses, year begin to expire | 2,029 | |
Operating losses, expired amount | $ 2.6 | |
Massachusetts | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 20.6 | |
Operating losses, year begin to expire | 2,033 | |
Switzerland | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 4.9 | |
Operating losses, year begin to expire | 2,018 |
COMMITMENTS - Additional Inform
COMMITMENTS - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2014USD ($)ft² | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |||
Area of office space | ft² | 4,043 | ||
Estimated annual rent payable | $ 100,000 | ||
Lease term | 2 years | ||
Rent expense incurred in lease agreement | $ 100,000 | $ 100,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Reimbursements revenue | $ 0 | $ 268,990 |
Investor | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 0 | 35,000 |
Certain stockholders | ||
Related Party Transaction [Line Items] | ||
Related party expenses | $ 0 | $ 247,400 |
QUARTERLY RESULTS (Unaudited) -
QUARTERLY RESULTS (Unaudited) - Schedule of Quarterly Financial Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Operating loss | $ (8,194,000) | $ (5,705,000) | $ (6,332,000) | $ (5,878,000) | $ (7,446,000) | $ (27,151,000) | $ (17,650,000) | $ (2,623,000) | $ (26,109,619) | $ (54,870,431) |
Net loss | $ (8,439,000) | $ (5,939,000) | $ (6,610,000) | $ (6,093,000) | $ (7,442,000) | $ (27,155,000) | $ (19,366,000) | $ (2,938,000) | $ (27,081,632) | $ (56,901,439) |
Loss per share, basic and diluted | $ (0.34) | $ (0.24) | $ (0.27) | $ (0.31) | $ (0.40) | $ (1.53) | $ (2.55) | $ (0.43) |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||
Jan. 31, 2016 | Feb. 29, 2016 | Dec. 31, 2014 | Jan. 01, 2016 | Jan. 01, 2015 | |
2013 Equity Incentive Plan | |||||
Subsequent Event [Line Items] | |||||
Shares authorized for issuance | 4,281,333 | ||||
Shares authorized for issuance | 737,579 | ||||
Subsequent Event | Private Placement | |||||
Subsequent Event [Line Items] | |||||
Proceeds from exercise of warrants | $ 17,500,000 | ||||
Subsequent Event | Private Placement | Warrants | |||||
Subsequent Event [Line Items] | |||||
Shares of common stock to purchase by warrant | 3,039,514 | ||||
Proceeds from exercise of warrants | $ 17,500,000 | ||||
Subsequent Event | V - Watch SA | |||||
Subsequent Event [Line Items] | |||||
Services agreement | $ 105,000 | ||||
Percentage of outstanding capital stock | 10.00% | ||||
Subsequent Event | 2013 Equity Incentive Plan | |||||
Subsequent Event [Line Items] | |||||
Shares authorized for issuance | 5,031,333 | ||||
Shares authorized for issuance | 750,000 | ||||
Increase in shares authorized for issuance as percentage of shares outstanding | 4.00% |