Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 28, 2016 | |
Document Entity Information [Abstract] | ||
Entity Registrant Name | Minerva Neurosciences, Inc. | |
Entity Central Index Key | 1,598,646 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 34,807,213 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | NERV |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 91,853,081 | $ 14,284,054 |
Marketable securities | 17,920,632 | |
Restricted cash | 80,000 | 80,000 |
Prepaid expenses and other current assets | 702,359 | 1,196,136 |
Total current assets | 92,635,440 | 33,480,822 |
Equipment, net | 13,211 | 26,170 |
In-process research and development | 34,200,000 | 34,200,000 |
Goodwill | 14,869,399 | 14,869,399 |
Total assets | 141,718,050 | 82,576,391 |
Current liabilities | ||
Notes payable - current portion | 4,750,635 | 1,434,756 |
Accounts payable | 833,229 | 1,360,569 |
Accrued expenses and other current liabilities | 980,855 | 2,524,638 |
Accrued collaborative expenses | 3,533,788 | |
Total current liabilities | 10,098,507 | 5,319,963 |
Notes payable - noncurrent | 5,048,733 | 8,503,111 |
Deferred taxes | 13,433,760 | 13,433,760 |
Total liabilities | 28,581,000 | 27,256,834 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock; $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding as of September 30, 2016 and December 31, 2015, respectively | ||
Common stock; $0.0001 par value; 125,000,000 shares authorized; 34,807,213 and 24,721,143 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 3,481 | 2,472 |
Additional paid-in capital | 236,587,739 | 157,129,947 |
Accumulated deficit | (123,454,170) | (101,812,862) |
Total stockholders’ equity | 113,137,050 | 55,319,557 |
Total liabilities and stockholders’ equity | $ 141,718,050 | $ 82,576,391 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
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 | 34,807,213 | 24,721,143 |
Common stock, shares outstanding | 34,807,213 | 24,721,143 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Expenses | ||||
Research and development | $ 5,852,121 | $ 3,828,197 | $ 13,941,283 | $ 12,274,090 |
General and administrative | 2,379,809 | 1,876,458 | 7,012,057 | 5,641,387 |
Total expenses | 8,231,930 | 5,704,655 | 20,953,340 | 17,915,477 |
Loss from operations | (8,231,930) | (5,704,655) | (20,953,340) | (17,915,477) |
Foreign exchange losses | (2,578) | (2,280) | (27,552) | (15,432) |
Investment income | 69,983 | 37,863 | 136,960 | 64,906 |
Interest expense | (258,764) | (269,950) | (797,376) | (776,400) |
Net loss | $ (8,423,289) | $ (5,939,022) | $ (21,641,308) | $ (18,642,403) |
Net loss per share, basic and diluted | $ (0.24) | $ (0.24) | $ (0.71) | $ (0.81) |
Weighted average shares outstanding, basic and diluted | 34,806,263 | 24,721,143 | 30,393,293 | 22,972,402 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) | Total | Public Offering | Private Placement | Common Stock | Common StockPublic Offering | Common StockPrivate Placement | Additional Paid-in Capital | Additional Paid-in CapitalPublic Offering | Additional Paid-in CapitalPrivate Placement | Accumulated Deficit |
Balance at Dec. 31, 2014 | $ 51,499,595 | $ 1,844 | $ 126,228,981 | $ (74,731,230) | ||||||
Balance (in shares) at Dec. 31, 2014 | 18,439,482 | |||||||||
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 warrant pursuant to loan agreement | 166,344 | 166,344 | ||||||||
Stock-based compensation | 1,510,765 | 1,510,765 | ||||||||
Net loss | (18,642,403) | (18,642,403) | ||||||||
Balance at Sep. 30, 2015 | 63,067,316 | $ 2,472 | 156,438,477 | (93,373,633) | ||||||
Balance (in shares) at Sep. 30, 2015 | 24,721,143 | |||||||||
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 | ||||||||
Exercise of common stock warrants | $ 22,222,494 | $ 385 | 22,222,109 | |||||||
Exercise of common stock warrants (in shares) | 3,850,051 | |||||||||
Exercise of stock options | $ 9,861 | 9,861 | ||||||||
Exercise of stock options (in shares) | 1,900 | 1,900 | ||||||||
Issuance of common stock and warrants, net of issuance costs | $ 53,667,991 | $ 999,999 | $ 606 | $ 18 | $ 53,667,385 | $ 999,981 | ||||
Issuance of common stock and warrants, net of issuance costs (in shares) | 6,052,631 | 181,488 | ||||||||
Stock-based compensation | $ 2,558,456 | 2,558,456 | ||||||||
Net loss | (21,641,308) | (21,641,308) | ||||||||
Balance at Sep. 30, 2016 | $ 113,137,050 | $ 3,481 | $ 236,587,739 | $ (123,454,170) | ||||||
Balance (in shares) at Sep. 30, 2016 | 34,807,213 | 34,805,313 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) (Unaudited) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Public Offering | |
Issuance cost | $ 3,832,004 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (21,641,308) | $ (18,642,403) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 12,959 | 12,957 |
Amortization of debt discount recorded as interest expense | 270,944 | 277,025 |
Amortization of marketable securities premium | 102,632 | 159,680 |
Stock-based compensation expense | 2,558,456 | 1,510,765 |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | 473,537 | (427,074) |
Accounts payable | (527,340) | 92,985 |
Accrued expenses and other current liabilities | (1,543,783) | 579,373 |
Accrued collaborative expenses | 3,533,788 | (1,222,420) |
Other noncurrent liabilities | (7,694) | |
Net cash used in operating activities | (16,760,115) | (17,666,806) |
Cash flows from investing activities: | ||
Purchase of marketable securities | (23,279,285) | |
Proceeds from the maturity and redemption of marketable securities | 17,818,000 | 944,683 |
Restricted cash | (44,986) | |
Net cash provided by (used in) investing activities | 17,818,000 | (22,379,588) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock in public offering | 57,499,995 | |
Costs paid in connection with public offering | (3,832,004) | |
Proceeds from exercise of common stock warrants | 22,222,494 | |
Proceeds from exercise of stock options | 9,861 | |
Proceeds from notes payable | 10,000,000 | |
Repayments of notes payable | (389,203) | |
Costs paid in connection with notes payable | (195,656) | |
Proceeds from sale of common stock in private placement | 999,999 | 30,999,999 |
Costs paid in connection with private placement | (2,466,984) | |
Net cash provided by financing activities | 76,511,142 | 38,337,359 |
Net increase (decrease) in cash and cash equivalents | 77,569,027 | (1,709,035) |
Cash and cash equivalents | ||
Beginning of period | 14,284,054 | 18,545,702 |
End of period | 91,853,081 | 16,836,667 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | $ 528,750 | $ 440,625 |
Nature of Operations and Liquid
Nature of Operations and Liquidity | 9 Months Ended |
Sep. 30, 2016 | |
Nature Of Operations And Liquidity Disclosure [Abstract] | |
Nature of Operations and Liquidity | NOTE 1 — NATURE OF OPERATIONS AND LIQUIDITY Nature of Operations Minerva Neurosciences, Inc. (“Minerva” or the “Company”) 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 (“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 (“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 (“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 from 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 Minerva Territory Liquidity The Company has limited capital resources and has incurred recurring operating losses and negative cash flows from operations since inception. As of September 30, 2016, the Company has an accumulated deficit of approximately $123.5 The Company believes that its cash and cash equivalents on hand at September 30, 2016 will be sufficient to fund the Company’s operations into 2018. The timing of future capital requirements depends upon many factors The Company will need to raise additional capital in order to continue to fund operations and fully fund later stage clinical development programs. The Company believes that it will be able to obtain additional working capital through equity financings or other arrangements to fund future 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. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting and the requirements of the Securities and Exchange Commission (“SEC”) in accordance with Regulation S-X, Rule 10-01. Under those rules, certain notes and financial information that are normally required for annual financial statements can be condensed or omitted. In the opinion of the Company’s management, the accompanying financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of September 30, 2016 and the results of operations for the three and nine months ended September 30, 2016 and 2015 and cash flows for the nine months ended September 30, 2016 and 2015. The results of operations for the three and nine months ended September 30, 2016, are not necessarily indicative of the results to be expected for the full year. When preparing financial statements in conformity with GAAP, management must make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The consolidated balance sheet as of December 31, 2015 was derived from the audited annual financial statements. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements for the years ended December 31, 2015 and 2014 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on March 14, 2016. Consolidation The accompanying consolidated financial statements include the results of the Company and its wholly-owned subsidiaries, Mind-NRG Sarl 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 at September 30, 2016 and December 31, 2015. Marketable securities Marketable securities consisted of corporate debt securities maturing in twelve months or less. Based on the Company’s intentions regarding its marketable securities, all marketable securities were classified as held-to-maturity and are carried at amortized cost. The Company’s investments in marketable securities were classified as Level 2 within the fair value hierarchy. As of September 30, 2016, all marketable securities previously held by the Company have matured or been redeemed. 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 entered into a co-development and license agreement. The Company accounts for the co-development and license agreement as a joint risk-sharing collaboration in accordance with ASC 808, Collaboration Arrangements In-process research and development 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 three and nine months ended September 30, 2016 or 2015. 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. 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. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents and marketable 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 securities consist primarily of corporate bonds, with fixed interest rates. Exposure to credit risk of marketable securities is reduced by maintaining a diverse portfolio and monitoring their credit ratings. As of September 30, 2016, all marketable securities previously held by the Company have matured or been redeemed. 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 September 30, 2016 and 2015. Goodwill The Company tests its goodwill for impairment annually, or whenever events or changes in circumstances indicate an impairment may have occurred, by comparing its reporting unit’s carrying value to its implied fair value. Impairment may result from, among other things, deterioration in the performance of the acquired business, adverse market conditions, adverse changes in applicable laws or regulations and a variety of other circumstances. If the Company determines that an impairment has occurred, it is required to record a write-down of the carrying value and charge the impairment as an operating expense in the period the determination is made. In evaluating the recoverability of the carrying value of goodwill, the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the acquired assets. Changes in strategy or market conditions could significantly impact those judgments in the future and require an adjustment to the recorded balances. The Company tests its goodwill for impairment as of November 30. There was no impairment of goodwill for the three and nine months ended September 30, 2016 and 2015. 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. In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued ASU No 2016-09, Compensation – Stock Compensation (Topic 718) In August 2016, the FASB issued ASU No 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments (Topic 230). The new standard clarifies the treatment of several cash flow categories. In addition, ASU 2016-15 clarifies that when cash receipts and cash payments have aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source or use. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted, including adoption in an interim period. The Company is currently evaluating the impact of the pending adoption of the new standard on the Company’s consolidated financial statements. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2016 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | NOTE 3 — ACCRUED EXPENSES Accrued expenses and other liabilities consist of the following: September 30, 2016 December 31, 2015 Research and development costs and other accrued expenses $ 574,018 $ 1,740,871 Professional fees 192,000 - Accrued bonus 99,088 725,017 Interest payable 56,463 58,750 Vacation payable 59,286 - $ 980,855 $ 2,524,638 |
Net Loss Per Share of Common St
Net Loss Per Share of Common Stock | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share of Common Stock | NOTE 4 — NET LOSS PER SHARE OF COMMON STOCK Diluted loss per share is the same as basic loss per share for all periods presented as the effects of potentially dilutive issuances were anti-dilutive given the Company’s net loss. Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding. The following table sets forth the computation of basic and diluted loss per share for common stockholders: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Net loss $ (8,423,289 ) $ (5,939,022 ) $ (21,641,308 ) $ (18,642,403 ) Weighted average shares of common stock outstanding 34,806,263 24,721,143 30,393,293 22,972,402 Net loss per share of common stock – basic and diluted $ (0.24 ) $ (0.24 ) $ (0.71 ) $ (0.81 ) The following securities outstanding at September 30, 2016 and 2015 have been excluded from the calculation of weighted average shares outstanding as their effect on the calculation of loss per share is antidilutive: September 30, 2016 2015 Common stock options 3,569,298 3,098,036 Warrants 2,472,400 6,322,451 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 5 — 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 “Term Loans”). 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. 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. 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 of the Term A Loans. 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. In June 2016, the Company irrevocably elected not to borrow the additional $5 million available under the Term Loans. 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 outstanding Term A Loans and debt discount are as follows: September 30, 2016 Term A Loans $ 9,610,798 Less: debt discount and financing costs (132,282 ) Less: current portion (4,750,635 ) Accrued portion of final payment 320,852 Long-term portion $ 5,048,733 For the three months ended September 30, 2016 and 2015, the Company recognized interest expense of $0.3 million in both periods, including $0.1 million in both periods interest expense of $0.8 million in both periods, including $0.3 million in both periods 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 $ 1,181,381 2017 4,938,713 2018 3,490,704 Total Term A Loans $ 9,610,798 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, Sarl 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. |
Co-Development and License Agre
Co-Development and License Agreement | 9 Months Ended |
Sep. 30, 2016 | |
Co Development And License Agreement Disclosure [Abstract] | |
Co-Development and License Agreement | NOTE 6 — CO-DEVELOPMENT AND LICENSE AGREEMENT On February 12, 2014, the Company signed a co-development and license agreement with Janssen, subject to the completion of an initial public offering and the payment of a $22.0 million license fee. Under the agreement, Janssen, the licensor, granted the Company an exclusive license, with the right to sublicense, in the European Union, Switzerland, Liechtenstein, Iceland and Norway, referred to as the Minerva Territory, under (i) certain patent and patent applications to sell products containing any orexin 2 compound, controlled by the licensor and claimed in a licensor patent right as an active ingredient and (ii) MIN-202 for any use in humans. In addition, upon regulatory approval in the Minerva Territory (and earlier if certain default events occur), the Company will have rights to manufacture MIN-202, also known as JNJ-42847922. The Company has granted to the licensor an exclusive license, with the right to sublicense, under all patent rights and know-how controlled by the Company related to MIN-202 to sell MIN-202 outside the Minerva Territory. In consideration of the licenses granted on July 7, 2014, the Company made a license fee payment of $22.0 million, which was included as a component of research and development expense in 2014. The Company will pay a quarterly royalty percentage to the licensor in the high single digits on aggregate net sales for MIN-202 products sold by the Company, its affiliates and sublicensees in the Minerva Territory. 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 Minerva Territory. major depressive disorder, or MDD The Company accounts for the co-development and license agreement as a joint risk-sharing collaboration in accordance with ASC 808, Collaboration Arrangements On July 6, 2016, the Company and Janssen agreed that the parties had reached “Decision Point 2,” as defined under the co-development agreement. As a result, the Company expects to incur an additional expense of up to $15.5 million and to pay up to an additional $19.0 million, to Janssen as costs are incurred for certain Phase II clinical trials in accordance with the terms of the co-development agreement. The Company and Janssen are planning the next steps in the clinical development program for MIN-202, including potential Phase IIb clinical trials in both insomnia disorder and MDD. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | NOTE 7 — STOCKHOLDERS’ EQUITY Public Offering of Common Stock On June 17, 2016, the Company closed a public offering of common stock, in which the Company issued and sold 6,052,631 shares of common stock at a public offering price of $9.50, for aggregate gross proceeds to the Company of $57.5 million. All of the shares issued and sold in this public offering were registered under the Securities Act pursuant to a registration statement on Form S-3 (File No. 333-205764) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission Private Placement of Common Stock On March 17, 2016, the Company entered into a common stock purchase agreement with a member of the Board of Directors, pursuant to which the Company, in a private placement, sold to the director an aggregate of 181,488 shares of the Company’s common stock, at a price per share of $5.51, for gross proceeds of approximately $1 million. Warrant Exercises In January, February and June 2016, certain investors in the Company’s March 2015 private placement exercised their warrants at an exercise price of $5.772 per share and received an aggregate of 3,850,051 shares of the Company’s common stock. The Company received gross proceeds of approximately $22.2 million from the exercise of these warrants. Private Placement of Common Stock and Warrants On March 18, 2015, pursuant to a securities purchase agreement with certain accredited investors dated March 13, 2015, the Company sold in a private placement 6,281,661 shares of the Company’s common stock at a price per share of $4.81 and warrants to purchase up to an aggregate of 6,281,661 shares of common stock at a purchase price of $0.125 per warrant share, with an initial exercise price of $5.772 per share, resulting in gross proceeds of approximately $31.0 million. The warrants 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 September 30, 2016. |
Stock Option Plan
Stock Option Plan | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Option Plan | NOTE 8 — STOCK OPTION PLAN The Company adopted the 2013 Equity Incentive Plan (the “Plan”) in December 2013, which provides for the issuance of options, stock appreciation rights, stock awards and stock units. On January 1, 2016, in accordance with the terms of the , Shares Pursuant to Stock Options Weighted- Average Exercise Price Outstanding January 1, 2016 3,388,698 $ 5.59 Granted 182,500 $ 9.63 Exercised (1,900 ) $ 5.19 Forfeited - $ - Outstanding September 30, 2016 3,569,298 $ 5.79 Exercisable September 30, 2016 1,597,576 $ 6.07 Available for future grant 1,460,135 The Company uses the Black Scholes model to estimate the fair value of stock options granted. For stock options granted during the nine months ended September 30, 2016 and 2015, the Company utilized the following assumptions: September 30, 2016 September 30, 2015 Expected term (years) 5.5-6.25 5.5-6.25 Risk free interest rate 1.17-1.52% 1.27-1.98% Volatility 78% 74-110% Dividend yield 0% 0% Weighted average grant date fair value per share of common stock $ 5.53 $ 4.26 Stock-Based Awards Granted to Non-employees- The Company from time to time grants options to purchase common stock to non-employees for services rendered and records expense ratably over the vesting period of each award. The Company estimates the fair value of the stock options using the Black-Scholes valuation model at each reporting date. The Company granted 60,000 stock options to non-employees and recorded stock-based compensation expense of $15,000 during the three and nine months ended September 30, 2016. There were no stock option grants made to non-employees made during the nine months ended September 30, 2015. For stock options granted to non-employees during the nine months ended September 30, 2016, the Company utilized the following assumptions: September 30, 2016 Expected term (years) 9.92 Risk free interest rate 1.60% Volatility 101% Dividend yield 0% Weighted average reporting date fair value per share of common stock $ 12.76 The Company recognized stock-based compensation expense for the nine months ended September 30, 2016 and 2015 of $2.6 million and $1.5 million, respectively. The weighted average grant-date fair value of stock options outstanding on September 30, 2016 was $4.67 per share. The intrinsic value of options exercised during the nine months ended September 30, 2016 was $13 thousand. The Company received $10 thousand in cash from option exercises during the nine months ended September 30, 2016. The expected term of the employee-related options was estimated using the “simplified” method as defined by the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107, Share-Based Payment |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | NOTE 9 — COMMITMENTS AND CONTINGENCIES 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 two 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. In April 2016, the Company entered into an agreement to extend the term of the lease through March 31, 2018. Estimated annual rent payable under this agreement is approximately $0.1 million per year. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of the Company’s business activities. The Company is not aware of any claim or litigation, the outcome of which, if determined adversely to the Company, would have a material effect on the Company’s financial position or results of operations. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 10 — RELATED PARTY TRANSACTIONS In January 2016, the Company entered into a services agreement with V-Watch SA (“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. Also refer to Note 6 – Co-Development and License agreement and Note 7 – Stockholder’s Equity for additional related party transactions. |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting and the requirements of the Securities and Exchange Commission (“SEC”) in accordance with Regulation S-X, Rule 10-01. Under those rules, certain notes and financial information that are normally required for annual financial statements can be condensed or omitted. In the opinion of the Company’s management, the accompanying financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of September 30, 2016 and the results of operations for the three and nine months ended September 30, 2016 and 2015 and cash flows for the nine months ended September 30, 2016 and 2015. The results of operations for the three and nine months ended September 30, 2016, are not necessarily indicative of the results to be expected for the full year. When preparing financial statements in conformity with GAAP, management must make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The consolidated balance sheet as of December 31, 2015 was derived from the audited annual financial statements. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements for the years ended December 31, 2015 and 2014 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on March 14, 2016. |
Consolidation | Consolidation The accompanying consolidated financial statements include the results of the Company and its wholly-owned subsidiaries, Mind-NRG Sarl 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 at September 30, 2016 and December 31, 2015. |
Marketable Securities | Marketable securities Marketable securities consisted of corporate debt securities maturing in twelve months or less. Based on the Company’s intentions regarding its marketable securities, all marketable securities were classified as held-to-maturity and are carried at amortized cost. The Company’s investments in marketable securities were classified as Level 2 within the fair value hierarchy. As of September 30, 2016, all marketable securities previously held by the Company have matured or been redeemed. |
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 entered into a co-development and license agreement. The Company accounts for the co-development and license agreement as a joint risk-sharing collaboration in accordance with ASC 808, Collaboration Arrangements |
In-Process Research and Development | In-process research and development 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 three and nine months ended September 30, 2016 or 2015. |
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. |
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. |
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 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 securities consist primarily of corporate bonds, with fixed interest rates. Exposure to credit risk of marketable securities is reduced by maintaining a diverse portfolio and monitoring their credit ratings. As of September 30, 2016, all marketable securities previously held by the Company have matured or been redeemed. |
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 September 30, 2016 and 2015. |
Goodwill | Goodwill The Company tests its goodwill for impairment annually, or whenever events or changes in circumstances indicate an impairment may have occurred, by comparing its reporting unit’s carrying value to its implied fair value. Impairment may result from, among other things, deterioration in the performance of the acquired business, adverse market conditions, adverse changes in applicable laws or regulations and a variety of other circumstances. If the Company determines that an impairment has occurred, it is required to record a write-down of the carrying value and charge the impairment as an operating expense in the period the determination is made. In evaluating the recoverability of the carrying value of goodwill, the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the acquired assets. Changes in strategy or market conditions could significantly impact those judgments in the future and require an adjustment to the recorded balances. The Company tests its goodwill for impairment as of November 30. There was no impairment of goodwill for the three and nine months ended September 30, 2016 and 2015. |
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. In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued ASU No 2016-09, Compensation – Stock Compensation (Topic 718) In August 2016, the FASB issued ASU No 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments (Topic 230). The new standard clarifies the treatment of several cash flow categories. In addition, ASU 2016-15 clarifies that when cash receipts and cash payments have aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source or use. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted, including adoption in an interim period. The Company is currently evaluating the impact of the pending adoption of the new standard on the Company’s consolidated financial statements. |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following: September 30, 2016 December 31, 2015 Research and development costs and other accrued expenses $ 574,018 $ 1,740,871 Professional fees 192,000 - Accrued bonus 99,088 725,017 Interest payable 56,463 58,750 Vacation payable 59,286 - $ 980,855 $ 2,524,638 |
Net Loss Per Share of Common 20
Net Loss Per Share of Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Loss Per Share | The following table sets forth the computation of basic and diluted loss per share for common stockholders: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Net loss $ (8,423,289 ) $ (5,939,022 ) $ (21,641,308 ) $ (18,642,403 ) Weighted average shares of common stock outstanding 34,806,263 24,721,143 30,393,293 22,972,402 Net loss per share of common stock – basic and diluted $ (0.24 ) $ (0.24 ) $ (0.71 ) $ (0.81 ) |
Securities Excluded from Calculation of Weighted Average Shares Outstanding as their Effect is Antidilutive | The following securities outstanding at September 30, 2016 and 2015 have been excluded from the calculation of weighted average shares outstanding as their effect on the calculation of loss per share is antidilutive: September 30, 2016 2015 Common stock options 3,569,298 3,098,036 Warrants 2,472,400 6,322,451 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Term A Loans and Debt Discount | The outstanding Term A Loans and debt discount are as follows: September 30, 2016 Term A Loans $ 9,610,798 Less: debt discount and financing costs (132,282 ) Less: current portion (4,750,635 ) Accrued portion of final payment 320,852 Long-term portion $ 5,048,733 |
Expected Remaining Repayment of Term A Loan Principal | The expected remaining repayment of the $10.0 million Term A loan principal is as follows: 2016 $ 1,181,381 2017 4,938,713 2018 3,490,704 Total Term A Loans $ 9,610,798 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Stock Option Activity | Stock option activity under the Plan is as follows: Shares Pursuant to Stock Options Weighted- Average Exercise Price Outstanding January 1, 2016 3,388,698 $ 5.59 Granted 182,500 $ 9.63 Exercised (1,900 ) $ 5.19 Forfeited - $ - Outstanding September 30, 2016 3,569,298 $ 5.79 Exercisable September 30, 2016 1,597,576 $ 6.07 Available for future grant 1,460,135 |
Summary of Assumptions Used in Black Scholes Model to Estimate Fair Value of Stock Options | The Company uses the Black Scholes model to estimate the fair value of stock options granted. For stock options granted during the nine months ended September 30, 2016 and 2015, the Company utilized the following assumptions: September 30, 2016 September 30, 2015 Expected term (years) 5.5-6.25 5.5-6.25 Risk free interest rate 1.17-1.52% 1.27-1.98% Volatility 78% 74-110% Dividend yield 0% 0% Weighted average grant date fair value per share of common stock $ 5.53 $ 4.26 |
Non-Employees Stock Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Assumptions Used in Black Scholes Model to Estimate Fair Value of Stock Options | For stock options granted to non-employees during the nine months ended September 30, 2016, the Company utilized the following assumptions: September 30, 2016 Expected term (years) 9.92 Risk free interest rate 1.60% Volatility 101% Dividend yield 0% Weighted average reporting date fair value per share of common stock $ 12.76 |
NATURE OF OPERATIONS AND LIQU23
NATURE OF OPERATIONS AND LIQUIDITY - Additional Information (Details) | 9 Months Ended | |
Sep. 30, 2016USD ($)License | Dec. 31, 2015USD ($) | |
Nature Of Operations And Liquidity [Line Items] | ||
Accumulated deficit | $ | $ (123,454,170) | $ (101,812,862) |
Development-stage Proprietary Compounds | ||
Nature Of Operations And Liquidity [Line Items] | ||
Number of licenses acquired | License | 4 |
SIGNIFICANT ACCOUNTING POLICI24
SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Significant Accounting Policies [Line Items] | |||||
Restricted cash balances as collateral for corporate credit cards | $ 80,000 | $ 80,000 | $ 80,000 | ||
Impairment of Long-Lived Assets | 0 | $ 0 | |||
Impairment of goodwill | 0 | $ 0 | 0 | 0 | |
In-Process Research and Development | |||||
Significant Accounting Policies [Line Items] | |||||
Asset impairment charges | 0 | $ 0 | 0 | $ 0 | |
Janssen and JJDC | Co-development and License Agreement | MIN-202 | |||||
Significant Accounting Policies [Line Items] | |||||
Prepaid expenses and other current assets | 100,000 | 100,000 | |||
Accrued collaborative expenses | $ 3,500,000 | $ 3,500,000 |
ACCRUED EXPENSES - Accrued Expe
ACCRUED EXPENSES - Accrued Expenses and Other Liabilities (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Research and development costs and other accrued expenses | $ 574,018 | $ 1,740,871 |
Professional fees | 192,000 | |
Accrued bonus | 99,088 | 725,017 |
Interest payable | 56,463 | 58,750 |
Vacation payable | 59,286 | |
Accrued expenses and other liabilities | $ 980,855 | $ 2,524,638 |
NET LOSS PER SHARE OF COMMON 26
NET LOSS PER SHARE OF COMMON STOCK - Computation of Basic and Diluted Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (8,423,289) | $ (5,939,022) | $ (21,641,308) | $ (18,642,403) |
Weighted average shares of common stock outstanding | 34,806,263 | 24,721,143 | 30,393,293 | 22,972,402 |
Net loss per share, basic and diluted | $ (0.24) | $ (0.24) | $ (0.71) | $ (0.81) |
NET LOSS PER SHARE OF COMMON 27
NET LOSS PER SHARE OF COMMON STOCK - Securities Excluded from Calculation of Weighted Average Shares Outstanding as their Effect is Antidilutive (Details) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
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 | 3,569,298 | 3,098,036 |
Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Securities outstanding excluded from the calculation of weighted average shares outstanding | 2,472,400 | 6,322,451 |
DEBT - Additional Information (
DEBT - Additional Information (Details) | Aug. 31, 2015USD ($) | Jan. 16, 2015USD ($)Tranche | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2016USD ($) |
Debt Instrument [Line Items] | |||||||
Amortization of debt discount recorded as interest expense | $ 270,944 | $ 277,025 | |||||
Loan and Security Agreement | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 15,000,000 | ||||||
Number of tranches | Tranche | 2 | ||||||
Additional loan amount not borrowed | $ 5,000,000 | ||||||
Facility fee payment | $ 75,000 | ||||||
Final payment of term loan | 5.10% | ||||||
Amortization of debt discount recorded as interest expense | $ 100,000 | $ 100,000 | $ 300,000 | 300,000 | |||
Term loans maturity date | Aug. 1, 2018 | ||||||
Advance notice period to the lenders | 30 days | ||||||
Term loan prepayment fee terms | (i) 3% of the outstanding balance, if the loan is prepaid within 24 months of the funding date, (ii) 2% of the outstanding balance, if the loan is prepaid between 24 and 36 months of the funding date and (iii) 1% of the outstanding balance, if the loan is prepaid thereafter (each, a “Prepayment Fee”). | ||||||
Loan and Security Agreement | Term Loan | Mind-NRG, Sarl | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of equity interests | 65.00% | 65.00% | |||||
Loan and Security Agreement | Term Loan | 24 months | |||||||
Debt Instrument [Line Items] | |||||||
Proportion of prepayment fees on outstanding balance | 3.00% | ||||||
Loan and Security Agreement | Term Loan | Between 24 and 36 months | |||||||
Debt Instrument [Line Items] | |||||||
Proportion of prepayment fees on outstanding balance | 2.00% | ||||||
Loan and Security Agreement | Term Loan | Prepaid Thereafter | |||||||
Debt Instrument [Line Items] | |||||||
Proportion of prepayment fees on outstanding balance | 1.00% | ||||||
Loan and Security Agreement | Term Loan | Term A Loans | |||||||
Debt Instrument [Line Items] | |||||||
Amount drew dawn during period | $ 10,000,000 | ||||||
Interest rate (as a percent) | 7.05% | ||||||
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 | ||||||
Number of installments period | 24 months | ||||||
Interest expense | $ 300,000 | $ 300,000 | $ 800,000 | $ 800,000 |
DEBT - Summary of Outstanding T
DEBT - Summary of Outstanding Term A Loans and Debt Discount (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Term A Loans | $ 9,610,798 | |
Less: current portion | (4,750,635) | $ (1,434,756) |
Long-term portion | 5,048,733 | $ 8,503,111 |
Term Loan | Term A Loans | ||
Debt Instrument [Line Items] | ||
Term A Loans | 9,610,798 | |
Less: debt discount and financing costs | (132,282) | |
Less: current portion | (4,750,635) | |
Accrued portion of final payment | 320,852 | |
Long-term portion | $ 5,048,733 |
DEBT - Expected Remaining Repay
DEBT - Expected Remaining Repayment of Term A Loan Principal (Details) | Sep. 30, 2016USD ($) |
Debt Instrument [Line Items] | |
Total Term A Loans | $ 9,610,798 |
Term Loan | Term A Loans | |
Debt Instrument [Line Items] | |
2,016 | 1,181,381 |
2,017 | 4,938,713 |
2,018 | 3,490,704 |
Total Term A Loans | $ 9,610,798 |
CO-DEVELOPMENT AND LICENSE AG31
CO-DEVELOPMENT AND LICENSE AGREEMENT - Additional Information (Details) - MIN-202 - Co-development and License Agreement - USD ($) | Jul. 06, 2016 | Jul. 07, 2014 | Feb. 12, 2014 | Sep. 30, 2016 | Sep. 30, 2015 |
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 | ||||
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 | |||||
Co-development and license agreement | |||||
Payment of license fee | $ 22,000,000 | ||||
Percentage of development costs related to joint development of products | 40.00% | ||||
Period within which agreement is terminated related to Phase Ib clinical trials milestone | 45 days | ||||
Termination fee related to Phase Ib clinical trial milestone | $ 3,000,000 | ||||
Accrued collaborative expenses | $ 3,500,000 | ||||
Payment of development costs | 0 | $ 3,800,000 | |||
Janssen | Other Current Assets | |||||
Co-development and license agreement | |||||
Reimbursable collaborative expense incurred | $ 100,000 | ||||
Janssen | Phase II Clinical Trials | Maximum | |||||
Co-development and license agreement | |||||
Expected additional payment | $ 19,000,000 | ||||
Additional expenses expected to incur under development agreement | $ 15,500,000 |
STOCKHOLDERS' EQUITY - Public O
STOCKHOLDERS' EQUITY - Public Offering of Common Stock - Additional Information (Details) - USD ($) | Jun. 17, 2016 | Sep. 30, 2016 |
Class Of Stock [Line Items] | ||
Proceeds from sale of common stock in public offering | $ 57,499,995 | |
Underwriting discounts and commissions and transaction costs | $ 3,832,004 | |
Public Offering | ||
Class Of Stock [Line Items] | ||
Shares of common stock issued | 6,052,631 | |
Share price (in dollars per share) | $ 9.50 | |
Proceeds from sale of common stock in public offering | $ 57,500,000 | |
Underwriting discounts and commissions and transaction costs | 3,800,000 | |
Net proceeds from issuance of common stock | $ 53,700,000 |
STOCKHOLDERS' EQUITY - Private
STOCKHOLDERS' EQUITY - Private Placement of Common Stock - Additional Information (Details) - USD ($) | Mar. 17, 2016 | Mar. 18, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Class Of Stock [Line Items] | ||||
Gross proceeds from issuance of common stock and warrants | $ 1,000,000 | $ 31,000,000 | $ 999,999 | $ 30,999,999 |
Private Placement | ||||
Class Of Stock [Line Items] | ||||
Sale of common stock, price per share | $ 5.51 | $ 4.81 | ||
Common Stock | Private Placement | ||||
Class Of Stock [Line Items] | ||||
Shares of common stock issued | 181,488 | 6,281,661 | 181,488 | 6,281,661 |
STOCKHOLDERS' EQUITY - Warrants
STOCKHOLDERS' EQUITY - Warrants Exercises - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Mar. 18, 2015 | |
Class Of Warrant Or Right [Line Items] | ||
Proceeds from exercise of warrants | $ 22,222,494 | |
Private Placement | ||
Class Of Warrant Or Right [Line Items] | ||
Common stock exercise price per share | $ 5.772 | |
Private Placement | Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Shares of common stock to purchase by warrant | 3,850,051 | |
Common stock exercise price per share | $ 5.772 | |
Proceeds from exercise of warrants | $ 22,200,000 |
STOCKHOLDERS' EQUITY - Privat35
STOCKHOLDERS' EQUITY - Private Placement of Common Stock and Warrants - Additional Information (Details) - USD ($) | Mar. 17, 2016 | Mar. 18, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Class Of Stock [Line Items] | ||||
Gross proceeds from issuance of common stock and warrants | $ 1,000,000 | $ 31,000,000 | $ 999,999 | $ 30,999,999 |
Private Placement | ||||
Class Of Stock [Line Items] | ||||
Sale of common stock, price per share | $ 5.51 | $ 4.81 | ||
Warrants price per share | 0.125 | |||
Common stock exercise price per share | $ 5.772 | |||
Warrants expiration date | Mar. 18, 2017 | |||
Warrants to purchase shares of common stock outstanding | 2,431,610 | |||
Placement agent fees and transaction costs | $ 2,500,000 | 2,466,984 | ||
Net proceeds from issuance of common stock and warrants | $ 28,500,000 | $ 999,999 | $ 28,533,015 | |
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 | Private Placement | ||||
Class Of Stock [Line Items] | ||||
Shares of common stock issued | 181,488 | 6,281,661 | 181,488 | 6,281,661 |
Shares of common stock to purchase by warrant | 6,281,661 | |||
Net proceeds from issuance of common stock and warrants | $ 18 | $ 628 |
STOCKHOLDERS' EQUITY - Term Loa
STOCKHOLDERS' EQUITY - Term Loan Warrants - Additional Information (Details) $ / shares in Units, $ in Millions | Jan. 16, 2015USD ($)$ / sharesshares |
Class Of Warrant Or Right [Line Items] | |
Fair value of warrants estimated | $ | $ 0.2 |
Warrant | |
Class Of Warrant Or Right [Line Items] | |
Expiration anniversary date of issuance | 10 years |
Expected stock price volatility (as a percent) | 100.80% |
Risk-free interest rate (as a percent) | 1.83% |
Expected life | 10 years |
Expected dividend | $ 0 |
Term Loan | |
Class Of Warrant Or Right [Line Items] | |
Aggregate number of shares of Common Stock issuable | 2.25% |
Consecutive trading days | 10 days |
Term Loan | Term A Loans | |
Class Of Warrant Or Right [Line Items] | |
Shares of common stock to purchase by warrant | shares | 40,790 |
Common stock exercise price per share | $ 5.516 |
STOCK OPTION PLAN - Additional
STOCK OPTION PLAN - Additional Information (Details) - USD ($) | Jan. 02, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Jan. 01, 2016 |
Stock Option Plan | ||||||
Fair value of common stock on grant date (in dollars per share) | $ 5.53 | $ 4.26 | ||||
Stock-based compensation expense | $ 2,600,000 | $ 1,500,000 | ||||
Intrinsic value of options exercised | 13,000 | |||||
Proceeds from exercise of stock options | 9,861 | |||||
Total unrecognized compensation costs related to non-vested awards (in dollars) | $ 7,600,000 | $ 7,600,000 | ||||
Period over which unrecognized compensation costs related to non-vested awards is expected to be recognized | 2 years 7 months 6 days | |||||
Weighted average contractual term of the options outstanding | 8 years 4 months 24 days | |||||
Intrinsic value of outstanding stock options (in dollars) | 29,700,000 | $ 29,700,000 | ||||
Stock options granted | 182,500 | |||||
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) | $ 4.67 | |||||
Non-Employees Stock Options | ||||||
Stock Option Plan | ||||||
Stock-based compensation expense | $ 15,000 | $ 15,000 | ||||
Stock options granted | 60,000 | 0 | ||||
Dividend yield (as a percent) | 0.00% | |||||
2013 Equity Incentive Plan | ||||||
Stock Option Plan | ||||||
Increase in number of shares authorized for issuance | 750,000 | |||||
Shares authorized for issuance under the plan | 5,031,333 | |||||
Additional shares authorized for issuance under the plan as percentage of total shares outstanding | 4.00% | 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) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Shares Issuable Pursuant to Stock Options | |
Outstanding at the beginning of period (in shares) | 3,388,698 |
Granted (in shares) | 182,500 |
Exercised (in shares) | (1,900) |
Forfeited (in shares) | 0 |
Outstanding at the end of the period (in shares) | 3,569,298 |
Exercisable at the end of the period (in shares) | 1,597,576 |
Available for future grant (in shares) | 1,460,135 |
Weighted-Average Exercise Price | |
Outstanding at the beginning of period (in dollars per share) | $ / shares | $ 5.59 |
Granted (in dollars per share) | $ / shares | 9.63 |
Exercised (in dollars per share) | $ / shares | 5.19 |
Forfeited (in dollars per share) | $ / shares | 0 |
Outstanding at the end of the period (in dollars per share) | $ / shares | 5.79 |
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 6.07 |
STOCK OPTION PLAN - Summary of
STOCK OPTION PLAN - Summary of Assumptions Used in Black Scholes Model to Estimate Fair Value of Stock Options (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Stock Option Plan | ||
Volatility | 78.00% | |
Dividend yield | 0.00% | 0.00% |
Weighted average grant date fair value per share of common stock | $ 5.53 | $ 4.26 |
Non-Employees Stock Options | ||
Stock Option Plan | ||
Expected term (years) | 9 years 11 months 1 day | |
Risk free interest rate | 1.60% | |
Volatility | 101.00% | |
Dividend yield | 0.00% | |
Weighted average reporting date fair value per share of common stock | $ 12.76 | |
Minimum | ||
Stock Option Plan | ||
Expected term (years) | 5 years 6 months | 5 years 6 months |
Risk free interest rate | 1.17% | 1.27% |
Volatility | 74.00% | |
Maximum | ||
Stock Option Plan | ||
Expected term (years) | 6 years 3 months | 6 years 3 months |
Risk free interest rate | 1.52% | 1.98% |
Volatility | 110.00% |
COMMITMENTS & CONTINGENCIES - A
COMMITMENTS & CONTINGENCIES - Additional Information (Details) | 1 Months Ended | |
Apr. 30, 2016USD ($) | Sep. 30, 2014USD ($)ft² | |
Commitments And Contingencies Disclosure [Abstract] | ||
Area of office space | ft² | 4,043 | |
Estimated annual rent payable | $ | $ 100,000 | $ 100,000 |
Lease term | 2 years | |
Extended lease agreement date | Mar. 31, 2018 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - V - Watch SA | 1 Months Ended |
Jan. 31, 2016USD ($) | |
Related Party Transaction [Line Items] | |
Services agreement | $ 105,000 |
Minimum | |
Related Party Transaction [Line Items] | |
Percentage of outstanding capital stock | 10.00% |