Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Minerva Neurosciences, Inc. | |
Entity Central Index Key | 0001598646 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Document Type | 10-Q | |
Document Fiscal Period Focus | Q1 | |
Document Period End Date | Mar. 31, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Document Fiscal Year Focus | 2021 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | NERV | |
Entity Tax Identification Number | 26-0784194 | |
Entity File Number | 001-36517 | |
Entity Address, Address Line One | 1601 Trapelo Road | |
Entity Address, Address Line Two | Suite 286 | |
Entity Address, City or Town | Waltham | |
Entity Address, State or Province | MA | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Postal Zip Code | 02451 | |
City Area Code | 617 | |
Local Phone Number | 600-7373 | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 42,721,566 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 80,139,593 | $ 25,356,952 |
Restricted cash | 100,000 | 100,000 |
Prepaid expenses and other current assets | 1,449,625 | 1,983,264 |
Total current assets | 81,689,218 | 27,440,216 |
Other noncurrent assets | 14,808 | 14,808 |
Operating lease right-of-use assets | 58,953 | 101,786 |
In-process research and development | 15,200,000 | 15,200,000 |
Goodwill | 14,869,399 | 14,869,399 |
Total assets | 111,832,378 | 57,626,209 |
Current liabilities | ||
Accounts payable | 1,129,627 | 995,614 |
Accrued expenses and other current liabilities | 2,164,657 | 2,053,409 |
Operating leases | 64,350 | 111,229 |
Total current liabilities | 3,358,634 | 3,160,252 |
Deferred taxes | 1,803,356 | 1,803,356 |
Liability related to the sale of future royalties | 61,296,456 | |
Total liabilities | 66,458,446 | 4,963,608 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity | ||
Preferred stock; $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding as of March 31, 2021 and December 31, 2020, respectively | ||
Common stock; $0.0001 par value; 125,000,000 shares authorized; 42,721,566 shares issued and outstanding as of March 31, 2021 and December 31, 2020 | 4,272 | 4,272 |
Additional paid-in capital | 338,969,840 | 337,453,776 |
Accumulated deficit | (293,600,180) | (284,795,447) |
Total stockholders’ equity | 45,373,932 | 52,662,601 |
Total liabilities and stockholders’ equity | $ 111,832,378 | $ 57,626,209 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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 | 42,721,566 | 42,721,566 |
Common stock, shares outstanding | 42,721,566 | 42,721,566 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Expenses | ||
Research and development | $ 3,258,707 | $ 8,082,510 |
General and administrative | 4,248,814 | 4,189,068 |
Total expenses | 7,507,521 | 12,271,578 |
Loss from operations | (7,507,521) | (12,271,578) |
Foreign exchange losses | (4,856) | (9,392) |
Investment income | 4,100 | 129,805 |
Non-cash interest expense for the sale of future royalties | (1,296,456) | |
Net loss | $ (8,804,733) | $ (12,151,165) |
Net loss per share, basic and diluted | $ (0.21) | $ (0.31) |
Weighted average shares outstanding, basic and diluted | 42,721,566 | 39,177,592 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2019 | $ 27,779,543 | $ 3,908 | $ 314,511,853 | $ (286,736,218) |
Balance (in shares) at Dec. 31, 2019 | 39,084,121 | |||
Exercise of stock options | 797,629 | $ 14 | 797,615 | |
Exercise of stock options (in shares) | 135,013 | |||
Stock-based compensation | 2,198,187 | 2,198,187 | ||
Net loss | (12,151,165) | (12,151,165) | ||
Balance at Mar. 31, 2020 | 18,624,194 | $ 3,922 | 317,507,655 | (298,887,383) |
Balance (in shares) at Mar. 31, 2020 | 39,219,134 | |||
Balance at Dec. 31, 2020 | $ 52,662,601 | $ 4,272 | 337,453,776 | (284,795,447) |
Balance (in shares) at Dec. 31, 2020 | 42,721,566 | 42,721,566 | ||
Stock-based compensation | $ 1,516,064 | 1,516,064 | ||
Net loss | (8,804,733) | (8,804,733) | ||
Balance at Mar. 31, 2021 | $ 45,373,932 | $ 4,272 | $ 338,969,840 | $ (293,600,180) |
Balance (in shares) at Mar. 31, 2021 | 42,721,566 | 42,721,566 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (8,804,733) | $ (12,151,165) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,367 | |
Accretion of marketable securities premium | (64,959) | |
Amortization of right-of-use assets | 42,833 | 38,449 |
Stock-based compensation expense | 1,516,064 | 2,198,187 |
Non-cash interest expense associated with the sale of future royalties | 1,296,456 | |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | 533,639 | 330,619 |
Accounts payable | 134,013 | 686,050 |
Accrued expenses and other current liabilities | 111,248 | (202,930) |
Operating lease liabilities, current | (46,879) | 5,864 |
Operating lease liabilities, noncurrent | (46,879) | |
Net cash used in operating activities | (5,217,359) | (9,202,397) |
Cash flows from investing activities: | ||
Proceeds from the maturity and redemption of marketable securities | 20,900,000 | |
Purchase of marketable securities | (3,871,706) | |
Net cash provided by investing activities | 17,028,294 | |
Cash flows from financing activities: | ||
Proceeds from the sale of future royalties | 60,000,000 | |
Proceeds from exercise of stock options | 797,629 | |
Net cash provided by financing activities | 60,000,000 | 797,629 |
Net increase in cash, cash equivalents and restricted cash | 54,782,641 | 8,623,526 |
Cash, cash equivalents and restricted cash | ||
Beginning of period | 25,456,952 | 21,512,623 |
End of period | 80,239,593 | 30,136,149 |
Reconciliation of the Condensed Consolidated Statements of Cash Flows to the Condensed Consolidated Balance Sheets | ||
Cash and cash equivalents | 80,139,593 | 30,036,149 |
Restricted cash | 100,000 | 100,000 |
Total cash, cash equivalents and restricted cash | $ 80,239,593 | $ 30,136,149 |
Nature of Operations and Liquid
Nature of Operations and Liquidity | 3 Months Ended |
Mar. 31, 2021 | |
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 product candidates to treat patients suffering from central nervous system diseases (“CNS”). The Company’s lead product candidate is roluperidone (f/k/a MIN-101), a compound the Company is developing for the treatment of negative symptoms in patients with schizophrenia, and MIN-301, a compound the Company is developing for the treatment of Parkinson’s disease. In addition, Minerva previously co-developed seltorexant (f/k/a MIN-202 or JNJ-42847922) with Janssen Pharmaceutica NV (“Janssen”) for the treatment of insomnia disorder and adjunctive treatment of Major Depressive Disorder (“MDD”). During 2020 Minerva exercised its right to opt out of the joint development agreement with Janssen for the future development of seltorexant. As a result, the Company will be entitled to collect royalties in the mid-single digits on potential future worldwide sales of seltorexant in certain indications, with no further financial obligations to Janssen. In January 2021, the Company sold its rights to these potential royalties to Royalty Pharma (see Notes 5 and 6). The Company holds the license to roluperidone from Mitsubishi Tanabe Pharma Corporation (“MTPC”) with the rights to develop, sell and import roluperidone globally, excluding most of Asia. The Company also has exclusive rights to develop and commercialize MIN-301. Liquidity The accompanying condensed consolidated financial statements have been prepared as though the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has limited capital resources and has incurred recurring operating losses and negative cash flows from operations since inception. As of March 31, 2021, the Company has an accumulated deficit of approximately $293.6 million As of March 31, 2021, the Company had cash, cash equivalents, and restricted cash of $80.2 million. In January 2021, Royalty Pharma acquired Minerva’s royalty interest in seltorexant for an upfront payment of $60 million and up to $95 million in additional milestone payments. The potential future milestone payments to Minerva will be contingent on the achievement of certain clinical, regulatory and commercialization milestones for seltorexant by Janssen. Seltorexant is currently in Phase 3 development for the treatment of MDD with insomnia symptoms by Janssen. The Company believes that its existing cash, cash equivalents, and restricted cash will be sufficient to meet its cash commitments for at least the next 12 months after the date that the condensed consolidated financial statements are issued. The process of drug development can be costly and the timing and outcomes of clinical trials is uncertain. The assumptions upon which the Company has based its estimates are routinely evaluated and may be subject to change. The actual amount of the Company’s expenditures will vary depending upon a number of factors including but not limited to the design, timing and duration of future clinical trials, the progress of the Company’s research and development programs, the infrastructure to support a commercial enterprise, the cost of a commercial product launch, and the level of financial resources available. The Company has the ability to adjust its operating plan spending levels based on the timing of future clinical trials, which will be predicated upon adequate funding to complete the trials. 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 Risks and Uncertainties Litigation On December 8, 2020 and January 11, 2021, purported stockholders of the Company filed two putative securities class action complaints in the United States District Court for the District of Massachusetts, entitled McCoy v. Minerva Neurosciences, Inc., et al., No. 1:20-cv-12176 Ao v. Minerva Neurosciences, Inc. et al., No. 1:21-cv-10051 In re Minerva Neurosciences, Inc. Securities Litigation, No. 1:20-cv-12176 COVID-19 Pandemic The Company’s business could be adversely affected by the effects of the ongoing COVID-19 pandemic, which continues to have a negative impact on the local, regional, national and global scale. In response to the pandemic, a number of jurisdictions in which the Company or its service providers operate implemented shelter-in-place or similar type restrictions, which limited on-site activity to certain service providers. Additionally, the Company’s headquarters are located in Massachusetts, which implemented such restrictions. In response, the Company implemented work-from-home policies for its employees, which continue to be in effect. While certain jurisdictions, including Massachusetts, have begun a phased re-opening of businesses and governmental agencies, there remain limitations on the physical operations of businesses and prohibitions on certain non-essential gatherings, and it is unclear if such phased re-openings will continue or be rolled back, and there is uncertainty about when, if, or how the Company’s workforce may return. The effects of the state executive order, local shelter-in-place orders, government-imposed quarantines and the Company’s work-from-home policies, including the uncertainty about their duration, may negatively impact productivity, disrupt our business and delay the clinical programs and timelines. While the COVID-19 pandemic has not had a material adverse impact on the Company’s operations to date, this disruption, if sustained or recurrent, could have a material adverse effect on the Company’s operating results, its ability to raise capital needed to develop and commercialize products and the Company’s overall financial condition. In addition, a recession or market correction resulting from the spread of the coronavirus could materially affect the value of the Company’s common stock. The impact of the COVID-19 pandemic may also exacerbate other risks discussed in this Quarterly Report on Form 10-Q. Refer to Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q for a complete description of the material risks that the Company currently faces. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
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 8-03. 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 March 31, 2021, the results of operations for the three months ended March 31, 2021 and 2020 and cash flows for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 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, 2020 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 consolidated financial statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2021. 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. These deposits may be redeemed upon demand which reduces counterparty performance 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 $0.1 million at each of March 31, 2021 and December 31, 2020. Marketable securities Marketable securities consisted of corporate and U.S. government debt securities. Based on the Company’s intentions regarding its marketable securities, all marketable securities were classified as held-to-maturity and were carried under the amortized cost approach. The Company’s investments in marketable securities were classified as Level 2 within the fair value hierarchy. As of March 31, 2021, all marketable securities have matured. 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 (“CROs”) 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 anticipated 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-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 values 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 months ended March 31, 2021 or 2020. 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, and expected life of the options. Forfeitures are recorded as they occur instead of estimating forfeitures that are expected to occur. The fair value of restricted stock units (“RSUs”) is equal to the closing price of the Company’s common stock on the date of grant. An accounting policy change was made by the Company related to the accounting for non-employee awards on January 1, 2019 as a result of the adoption of ASU No. 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 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. Foreign currency transactions The Company’s functional currency is the U.S. Dollar. The Company pays certain vendor invoices in the respective foreign currency. The Company records an expense in U.S. 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 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 treasury stock method is used to determine the dilutive effect of the Company’s stock options and warrants. 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. 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. Leases Effective January 1, 2019, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842, Leases Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. The Company monitors its plans to renew its material leases on a quarterly basis. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in the Company’s leases is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term and in a similar economic environment. In transition to ASC 842, the Company utilized the remaining lease term of its leases in determining the appropriate incremental borrowing rates. In accordance with ASC 842, components of a lease should be allocated between lease components (e.g., land, building, etc.) and non-lease components (e.g., common area maintenance, consumables, etc.). The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Although separation of lease and non-lease components is required, certain expedients are available. Entities may elect the practical expedient to not separate lease and non-lease components by class of underlying asset where entities would account for each lease component and the related non-lease component together as a single component. For new and amended leases beginning in 2019 and after, the Company has elected to account for the lease and non-lease components for leases for classes of all underlying assets and allocate all of the contract consideration to the lease component only. 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 March 31, 2021 and 2020. 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 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, 2020. There was no impairment of goodwill for the three months ended March 31, 2021 and 2020. Revenue recognition The Company applies the revenue recognition guidance in accordance with ASC 606, Revenue from Contracts with Customers When the Company enters into an arrangement that meets the definition of a collaboration under ASC 808, Collaborative Arrangements During the year ended December 31, 2020, the Company recognized $41.2 million in collaborative revenue as a result of opting out of its agreement with Janssen (see Note 5). Deferred revenue The Company applies the revenue recognition guidance in accordance with ASC 606. Using ASC 606, revenue that is unearned is deferred. Deferred revenue that is expected to be recognized as revenue more than one year subsequent to the balance sheet date is classified as long-term deferred revenue. Liability related to the sale of future royalties The Company treats the sale of future royalties to Royalty Pharma as a debt financing, as the Company has significant continuing involvement in facilitating the transfer of royalties to Royalty Pharma and Royalty Pharma has recourse against the Company relating to the payments due from Janssen. As a result, the Company recorded the upfront payment of $60 million from this transaction as a liability related to the sale of future royalties to be amortized to interest expense using the effective interest rate method over the life of the arrangement. The liability related to sale of future royalties and the related interest expense are based on our current estimates of future royalties expected to be paid over the life of the arrangement. The Company will periodically assess the expected royalty payments using a combination of internal projections and forecasts from external sources. To the extent the Company’s future estimates of royalty payments are greater or less than previous estimates or the estimated timing of such payments is materially different than its previous estimates, the Company will prospectively recognize related non-cash interest expense. For further discussion of the sale of future royalties, please refer to Note 6, Sale of Future Royalties. 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 FASB and are adopted by the Company as of the specified effective date. Recently adopted accounting pronouncements In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350). |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | NOTE 3 — ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consist of the following: March 31, 2021 December 31, 2020 Research and development costs and other accrued expenses $ 1,461,612 $ 1,880,552 Accrued bonus 419,750 — Professional fees 206,089 140,981 Vacation pay 61,268 — Accrued severance 15,938 31,876 $ 2,164,657 $ 2,053,409 |
Net Loss Per Share of Common St
Net Loss Per Share of Common Stock | 3 Months Ended |
Mar. 31, 2021 | |
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 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: Three Months Ended March 31, 2021 2020 Net loss $ (8,804,733 ) $ (12,151,165 ) Weighted average shares of common stock outstanding 42,721,566 39,177,592 Net loss per share of common stock – basic and diluted $ (0.21 ) $ (0.31 ) The following securities outstanding at March 31, 2021 and 2020 have been excluded from the calculation of weighted average shares outstanding as their effect on the calculation of loss per share is antidilutive: Three Months Ended March 31, 2021 2020 Common stock options 9,921,311 8,799,959 Restricted stock units — 68,650 Common stock warrants 40,790 40,790 |
Co-Development and License Agre
Co-Development and License Agreement | 3 Months Ended |
Mar. 31, 2021 | |
Co Development And License Agreement Disclosure [Abstract] | |
Co-Development and License Agreement | NOTE 5 — CO-DEVELOPMENT AND LICENSE AGREEMENT On February 13, 2014, the Company signed a co-development and license agreement (the “Agreement”) with Janssen, which became effective upon completion of the Company’s initial public offering and provided for the payment of a $22.0 million license fee by the Company. Under the Agreement, Janssen granted the Company an exclusive license to certain patent and patent applications to sell products containing any orexin 2 compound, controlled by Janssen and to seltorexant for any use in humans. The Company accounted for the Agreement as a joint risk-sharing collaboration in accordance with ASC 808, Collaborative Arrangements. During 2017, the Company entered into an amendment (the “Amendment”) to the Agreement whereby Janssen waived its right to royalties on seltorexant insomnia sales in the Minerva Territory, made an upfront payment to the Company of $30 million and agreed to waive development payments from the Company until completion of the Phase 2b development milestone, referred to as “Decision Point 4”. Subsequent to the results reported from three Phase 2b trials of seltorexant, in June 2020 the Company exercised its right to opt out of the Agreement with Janssen under a Settlement Agreement pursuant to which the Company and Janssen resolved certain disputes under the Agreement. As a result of the exercise of its right to opt out of the Agreement with Janssen, the Company will be entitled to collect a royalty on potential worldwide sales of seltorexant in certain indications in the mid-single digits, with no further financial obligations to Janssen. As a result of opting out of the Agreement with Janssen, the Company recognized $41.2 million in collaborative revenue during the second quarter of 2020 which had previously been included on the balance sheet under deferred revenue. The $41.2 million in collaborative revenue represents the $30 million payment made by Janssen and $11.2 million in previously accrued collaborative expenses forgiven by Janssen upon the effective date of the Amendment. The Company does not have any future performance obligations under the agreement and would recognize any future royalty revenues in the periods of the sale of the related products. In January 2021, the Company sold its rights to these potential royalties to Royalty Pharma. Please refer to Note 6 further discussion of the sale of future royalties. |
Sale of Future Royalties
Sale of Future Royalties | 3 Months Ended |
Mar. 31, 2021 | |
Sale Of Future Royalties [Abstract] | |
Sale of Future Royalties | NOTE 6 — SALE OF FUTURE ROYALTIES On January 19, 2021, the Company entered into an agreement with Royalty Pharma under which Royalty Pharma acquired Minerva’s royalty interest in seltorexant for an upfront payment of $60 million and up to an additional $95 million in additional milestone payments. These milestone payments are contingent upon the achievement of certain clinical, regulatory and commercial milestones for seltorexant by Janssen or any other party in the event that Janssen sells seltorexant. Under the terms of the agreement, the Company has significant continuing involvement in facilitating the transfer of royalties to Royalty Pharma and Royalty Pharma has recourse against the Company relating to the payments due from Janssen. As such, the Company applied the debt recognition guidance under ASC 470, Debt Debt As royalties are remitted to the Company from Janssen and subsequently passed onto Royalty Pharma, the balance of the Royalty Obligation will be effectively repaid over the life of the co-development and license agreement (the “Agreement”) with Janssen. In order to determine the amortization of the Royalty Obligation, the Company is required to estimate the total amount of future royalty payments to Royalty Pharma over the life of the Agreement. In addition to the $60 million upfront payment, up to an additional $95 million in additional milestone payments will also be recorded as a liability related to the sale of future royalties when they are received and amortized under the interest method over the estimated remaining life of the agreement. At execution, the Company’s estimate of this total interest expense resulted in an effective annual interest rate of approximately 10.5%. This estimate contains significant assumptions that impact both the amount recorded at execution and the interest expense that will be recognized over the royalty period. The Company will periodically assess the estimated royalty payments to Royalty Payments from Janssen and to the extent the amount or timing of such payments is materially different than the original estimates, an adjustment will be recorded prospectively to increase or decrease interest expense. There are a number of factors that could materially affect the amount and timing of royalty payments to Royalty Pharma from Janssen, and correspondingly, the amount of interest expense recorded by the Company, most of which are not within the Company’s control. Such factors include, but are not limited to, delays or discontinuation of development of seltorexant, regulatory approval, changing standards of care, the introduction of competing products, manufacturing or other delays, generic competition, intellectual property matters, adverse events that result in governmental health authority imposed restrictions on the use of the drug products, significant changes in foreign exchange rates as the royalties remitted to Royalty Pharma are made in U.S. dollars (“USD”) while the underlying sales of seltorexant will be made in currencies other than USD, the ongoing COVID-19 pandemic, and other events or circumstances that are not currently foreseen. Changes to any of these factors could result in increases or decreases to both royalty revenues and interest expense. The following table shows the activity of the Royalty Obligation since the transaction inception through March 31, 2021: March 31, 2021 Upfront payment from the sale of future royalties $ 60,000,000 Non-cash interest expense associated with the sale of future royalties 1,296,456 Liability related to the sale of future royalties $ 61,296,456 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | NOTE 7 — STOCKHOLDERS’ EQUITY At-the-Market Equity Offering Program On August 10, 2018, the Company entered into the Sales Agreement with Jefferies pursuant to which the Company may offer and sell, from time to time, through Jefferies, up to $50.0 million in shares of the Company's common stock, by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. During the year ended December 31, 2020, the Company issued and sold 3,381,608 shares of the Company's common stock under the Sales Agreement. The shares were sold at an average price of $3.7113 per share for aggregate net proceeds to the Company of approximately $12.1 million, after deducting sales commissions and offering costs payable by the Company . Term Loan Warrants In connection with the Company’s former Loan and Security Agreement with Oxford Finance LLC and Silicon Valley Bank (the “Lenders”), which provided for term loans to the Company in an aggregate principal amount of up to $15 million in two tranches on January 15, 2016, 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 |
Stock Award Plan and Stock-Base
Stock Award Plan and Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Award Plan and Stock-Based Compensation | NOTE 8 — STOCK AWARD PLAN AND STOCK-BASED COMPENSATION 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. Pursuant to Nasdaq listing rules, the Company issued inducement awards in December 2017 to the Company’s President outside of the Plan in the form of an option to purchase 775,000 shares of the Company’s common stock and a RSU award to purchase 40,000 shares of the Company’s common stock. As of September 30, 2020, all remaining inducement awards have been canceled or expired. In June 2020, the Company increased the aggregate number of shares of common stock authorized for issuance under the Plan by 2,000,000 shares. Stock option activity for employees and non-employees for the three months ended March 31, 2021 is as follows: Shares Issuable Pursuant to Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Terms (years) Total Intrinsic Value (in thousands) Outstanding January 1, 2021 10,050,523 $ 6.60 7.0 $ — Granted — $ — Exercised — $ — Forfeited (129,212 ) $ 7.01 Outstanding March 31, 2021 9,921,311 $ 6.60 6.8 $ — Exercisable March 31, 2021 6,588,557 $ 6.80 5.9 $ — Available for future grant 286,828 The weighted average grant-date fair value of stock options outstanding on March 31, 2021 was $4.14 per share. Total unrecognized compensation costs related to non-vested stock options at March 31, 2021 were approximately $9.8 million and are expected to be recognized within future operating results over a weighted-average period of 1.83 years. The total intrinsic value of the options exercised during the three months ended March 31, 2021, and 2020 was zero and approximately $0.3 million, respectively. The expected term of the employee-related options was estimated using the “simplified” method as defined by the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment The Company uses the Black-Scholes model to estimate the fair value of stock options granted. There were no stock options granted during the three months ended March 31, 2021, and 2020. RSUs awarded to employees generally vest one-fourth The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations: Three Months Ended March 31, 2021 2020 Research and development $ 644,176 $ 681,613 General and administrative 871,888 1,516,574 Total $ 1,516,064 $ 2,198,187 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 — COMMITMENTS AND CONTINGENCIES Legal Proceedings Please refer to Note 1 for the Company’s significant risks and uncertainties in regards to litigation. Leases Please refer to Note 10 for the Company’s current lease commitments. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | NOTE 10 — LEASES Operating leases On October 2, 2017, the Company entered into an office sublease agreement (the “Sublease”) with Profitect, Inc. (the “Sublandlord”) to sublease approximately 5,923 rentable square feet of office space located at 1601 Trapelo Road, Waltham, MA 02451 (the “Premises”). The term of the Sublease began on November 1, 2017 and will expire on July 31, 2021 (the “Term”), with a monthly rental rate starting at $14,808 and escalating to a maximum monthly rental rate of $16,288 in the final 12 months of the Term. The Sublandlord provided the Premises to the Company free of charge for the first two months of the Term. The Company will recognize the remaining expense in accordance with ASC 842. Throughout the Term, the Company is responsible for paying certain costs and expenses, in addition to the rent, as specified in the Sublease, including a proportionate share of applicable taxes, operating expenses and utilities. In applying the ASC 842 transition guidance, the Company retained the classification of this Sublease as operating and recorded a lease liability and a right-of-use asset on the ASC 842 effective date. The following table contains a summary of the Sublease costs recognized under ASC 842 and other information pertaining to the Company’s operating Sublease for the three months ended March 31, 2021: Three Months Ended March 31, 2021 Sublease cost Operating Sublease cost $ 44,817 Total Sublease cost $ 44,817 Other information Operating cash flows used for operating Sublease $ 48,865 Weighted average remaining Sublease term 0.3 years Weighted average discount rate 10% Future minimum Sublease payments under the Company’s non-cancelable operating Sublease as of March 31, 2021 and December 31, 2020 are as follows: Future Operating Sublease Payments Three Months Ended March 31, 2021 2021 (excluding the three months ended March 31, 2021) 65,153 Thereafter — Total Sublease payments $ 65,153 Less: imputed interest (803 ) Total operating Sublease liabilities at March 31, 2021 $ 64,350 Future Operating Sublease Payments Year Ended December 31, 2020 2021 114,018 Thereafter — Total Sublease payments $ 114,018 Less: imputed interest (2,789 ) Total operating Sublease liabilities at December 31, 2020 $ 111,229 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 — SUBSEQUENT EVENTS Retention Program As previously announced, on October 9, 2020, the compensation committee of the board of directors of the Company adopted a retention program for certain of its key employees, pursuant to which the Company would provide certain cash and equity incentives designed to retain such employees, including its executive officers (the “Retention Program”). Under the Retention Program, and in addition to other incentives, each participant other than the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) are eligible to receive a guaranteed cash retention bonus equal to 50% of such participant’s target bonus for 2021 (which target bonus will be no less than such participant’s target bonus for 2020) to be paid on July 31, 2021, subject to continued employment through such date, and provided that any such payment will be credited against any bonus that may otherwise be due to such participant in the future, including any bonus that may be due pursuant to severance benefits. On April 13, 2021, the compensation committee amended the Retention Program by adding the following terms and conditions (the “Supplemented Retention Program”): (i) the CEO’s target bonus for 2021 and subsequent years was increased from 50% to 55%; (ii) each participant will be eligible to receive a guaranteed cash retention bonus for the year ended December 31, 2021 equal to 50% (or 100% in the case of the CEO and the CFO, who will not have received a bonus payment on July 31, 2021 as other participants will have) of such participant’s then-current target annual bonus for 2021, subject to continued employment through the earlier of (a) January 2, 2022 and (b) the date the Company generally pays bonuses for 2021; and (iii) the Company retains the right, in its sole discretion, to grant bonuses on an individual-by-individual basis that exceed their target bonus amounts at the sole discretion of the Board, based on a variety of factors including, but not limited to, achievement of set objectives or as otherwise directed by the Board. The forgoing description of the Supplemental Retention Program is qualified in its entirety by reference to the full text of the executive officer’s letter agreements, copies of which are filed with this Quarterly Report on Form 10-Q as Exhibits 10.1, 10.2 and 10.3 . Operating leases On May 5, 2021, the Company entered into an office license agreement with BP Reservoir Place to license approximately 5,923 rentable square feet of office space located at 1601 Trapelo Road, Waltham, MA 02451. The term of the license agreement is scheduled to begin on August 1, 2021 and will expire on July 31, 2022, with an annual rate of $239,881.50 payable in equal monthly installments. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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 8-03. 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 March 31, 2021, the results of operations for the three months ended March 31, 2021 and 2020 and cash flows for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 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, 2020 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 consolidated financial statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2021. |
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. These deposits may be redeemed upon demand which reduces counterparty performance 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 $0.1 million at each of March 31, 2021 and December 31, 2020. |
Marketable Securities | Marketable securities Marketable securities consisted of corporate and U.S. government debt securities. Based on the Company’s intentions regarding its marketable securities, all marketable securities were classified as held-to-maturity and were carried under the amortized cost approach. The Company’s investments in marketable securities were classified as Level 2 within the fair value hierarchy. As of March 31, 2021, all marketable securities have matured. |
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 (“CROs”) 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 anticipated 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-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 values 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 months ended March 31, 2021 or 2020. |
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, and expected life of the options. Forfeitures are recorded as they occur instead of estimating forfeitures that are expected to occur. The fair value of restricted stock units (“RSUs”) is equal to the closing price of the Company’s common stock on the date of grant. An accounting policy change was made by the Company related to the accounting for non-employee awards on January 1, 2019 as a result of the adoption of ASU No. 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 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. |
Foreign Currency Transactions | Foreign currency transactions The Company’s functional currency is the U.S. Dollar. The Company pays certain vendor invoices in the respective foreign currency. The Company records an expense in U.S. 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 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 treasury stock method is used to determine the dilutive effect of the Company’s stock options and warrants. 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. |
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. |
Leases | Leases Effective January 1, 2019, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842, Leases Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. The Company monitors its plans to renew its material leases on a quarterly basis. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in the Company’s leases is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term and in a similar economic environment. In transition to ASC 842, the Company utilized the remaining lease term of its leases in determining the appropriate incremental borrowing rates. In accordance with ASC 842, components of a lease should be allocated between lease components (e.g., land, building, etc.) and non-lease components (e.g., common area maintenance, consumables, etc.). The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Although separation of lease and non-lease components is required, certain expedients are available. Entities may elect the practical expedient to not separate lease and non-lease components by class of underlying asset where entities would account for each lease component and the related non-lease component together as a single component. For new and amended leases beginning in 2019 and after, the Company has elected to account for the lease and non-lease components for leases for classes of all underlying assets and allocate all of the contract consideration to the lease component only. |
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 March 31, 2021 and 2020. |
Goodwill | Goodwill |
Revenue Recognition | Revenue recognition The Company applies the revenue recognition guidance in accordance with ASC 606, Revenue from Contracts with Customers When the Company enters into an arrangement that meets the definition of a collaboration under ASC 808, Collaborative Arrangements During the year ended December 31, 2020, the Company recognized $41.2 million in collaborative revenue as a result of opting out of its agreement with Janssen (see Note 5). |
Deferred Revenue | Deferred revenue The Company applies the revenue recognition guidance in accordance with ASC 606. Using ASC 606, revenue that is unearned is deferred. Deferred revenue that is expected to be recognized as revenue more than one year subsequent to the balance sheet date is classified as long-term deferred revenue. |
Liability Related to the Sale of Future Royalties | Liability related to the sale of future royalties The Company treats the sale of future royalties to Royalty Pharma as a debt financing, as the Company has significant continuing involvement in facilitating the transfer of royalties to Royalty Pharma and Royalty Pharma has recourse against the Company relating to the payments due from Janssen. As a result, the Company recorded the upfront payment of $60 million from this transaction as a liability related to the sale of future royalties to be amortized to interest expense using the effective interest rate method over the life of the arrangement. The liability related to sale of future royalties and the related interest expense are based on our current estimates of future royalties expected to be paid over the life of the arrangement. The Company will periodically assess the expected royalty payments using a combination of internal projections and forecasts from external sources. To the extent the Company’s future estimates of royalty payments are greater or less than previous estimates or the estimated timing of such payments is materially different than its previous estimates, the Company will prospectively recognize related non-cash interest expense. For further discussion of the sale of future royalties, please refer to Note 6, Sale of Future Royalties. |
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 FASB and are adopted by the Company as of the specified effective date. Recently adopted accounting pronouncements In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350). |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following: March 31, 2021 December 31, 2020 Research and development costs and other accrued expenses $ 1,461,612 $ 1,880,552 Accrued bonus 419,750 — Professional fees 206,089 140,981 Vacation pay 61,268 — Accrued severance 15,938 31,876 $ 2,164,657 $ 2,053,409 |
Net Loss Per Share of Common _2
Net Loss Per Share of Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 2020 Net loss $ (8,804,733 ) $ (12,151,165 ) Weighted average shares of common stock outstanding 42,721,566 39,177,592 Net loss per share of common stock – basic and diluted $ (0.21 ) $ (0.31 ) |
Securities Excluded from Calculation of Weighted Average Shares Outstanding as their Effect is Antidilutive | The following securities outstanding at March 31, 2021 and 2020 have been excluded from the calculation of weighted average shares outstanding as their effect on the calculation of loss per share is antidilutive: Three Months Ended March 31, 2021 2020 Common stock options 9,921,311 8,799,959 Restricted stock units — 68,650 Common stock warrants 40,790 40,790 |
Sale of Future Royalties (Table
Sale of Future Royalties (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Sale Of Future Royalties [Abstract] | |
Summary of Activity of the Royalty Obligation | The following table shows the activity of the Royalty Obligation since the transaction inception through March 31, 2021: March 31, 2021 Upfront payment from the sale of future royalties $ 60,000,000 Non-cash interest expense associated with the sale of future royalties 1,296,456 Liability related to the sale of future royalties $ 61,296,456 |
Stock Award Plan and Stock-Ba_2
Stock Award Plan and Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Activity for Employees and Non-Employees | Stock option activity for employees and non-employees for the three months ended March 31, 2021 is as follows: Shares Issuable Pursuant to Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Terms (years) Total Intrinsic Value (in thousands) Outstanding January 1, 2021 10,050,523 $ 6.60 7.0 $ — Granted — $ — Exercised — $ — Forfeited (129,212 ) $ 7.01 Outstanding March 31, 2021 9,921,311 $ 6.60 6.8 $ — Exercisable March 31, 2021 6,588,557 $ 6.80 5.9 $ — Available for future grant 286,828 |
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: Three Months Ended March 31, 2021 2020 Research and development $ 644,176 $ 681,613 General and administrative 871,888 1,516,574 Total $ 1,516,064 $ 2,198,187 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Summary of the Sublease Costs | The following table contains a summary of the Sublease costs recognized under ASC 842 and other information pertaining to the Company’s operating Sublease for the three months ended March 31, 2021: Three Months Ended March 31, 2021 Sublease cost Operating Sublease cost $ 44,817 Total Sublease cost $ 44,817 Other information Operating cash flows used for operating Sublease $ 48,865 Weighted average remaining Sublease term 0.3 years Weighted average discount rate 10% |
Future Minimum Sublease Payments Under Non-cancelable Operating Sublease | Future minimum Sublease payments under the Company’s non-cancelable operating Sublease as of March 31, 2021 and December 31, 2020 are as follows: Future Operating Sublease Payments Three Months Ended March 31, 2021 2021 (excluding the three months ended March 31, 2021) 65,153 Thereafter — Total Sublease payments $ 65,153 Less: imputed interest (803 ) Total operating Sublease liabilities at March 31, 2021 $ 64,350 Future Operating Sublease Payments Year Ended December 31, 2020 2021 114,018 Thereafter — Total Sublease payments $ 114,018 Less: imputed interest (2,789 ) Total operating Sublease liabilities at December 31, 2020 $ 111,229 |
NATURE OF OPERATIONS AND LIQU_2
NATURE OF OPERATIONS AND LIQUIDITY - Additional Information (Details) - USD ($) | Jan. 19, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Nature Of Operations And Liquidity [Line Items] | ||||
Accumulated deficit | $ 293,600,180 | $ 284,795,447 | ||
Net cash used in operating activities | 5,217,359 | $ 9,202,397 | ||
Cash, cash equivalents, restricted cash and marketable securities | 80,200,000 | |||
Seltorexant | Royalty Pharma | ||||
Nature Of Operations And Liquidity [Line Items] | ||||
Upfront payment for royalty interest sold | $ 60,000,000 | 60,000,000 | ||
Additional milestone payments | $ 95,000,000 | $ 95,000,000 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) | Jan. 15, 2021USD ($) | Mar. 31, 2021USD ($)Segment | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Significant Accounting Policies [Line Items] | ||||
Restricted cash balances as collateral for corporate credit cards | $ 100,000 | $ 100,000 | $ 100,000 | |
Equipment estimated useful life | 3 years | |||
Impairment of Long-Lived Assets | $ 0 | 0 | ||
Impairment of goodwill | 0 | 0 | ||
Revenues from product sales to date | 0 | |||
Upfront payment | $ 60,000,000 | |||
Number of operating segments | Segment | 1 | |||
Seltorexant | Royalty Pharma | ||||
Significant Accounting Policies [Line Items] | ||||
Upfront payment | $ 60,000,000 | |||
Collaborative Arrangement | ||||
Significant Accounting Policies [Line Items] | ||||
Revenues from product sales to date | $ 41,200,000 | |||
In-Process Research and Development | ||||
Significant Accounting Policies [Line Items] | ||||
Asset impairment charges | $ 0 | $ 0 |
ACCRUED EXPENSES AND OTHER LI_3
ACCRUED EXPENSES AND OTHER LIABILITIES - Accrued Expenses and Other Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Research and development costs and other accrued expenses | $ 1,461,612 | $ 1,880,552 |
Accrued bonus | 419,750 | |
Professional fees | 206,089 | 140,981 |
Vacation pay | 61,268 | |
Accrued severance | 15,938 | 31,876 |
Accrued expenses and other liabilities | $ 2,164,657 | $ 2,053,409 |
NET LOSS PER SHARE OF COMMON _3
NET LOSS PER SHARE OF COMMON STOCK - Computation of Basic and Diluted Loss Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (8,804,733) | $ (12,151,165) |
Weighted average shares of common stock outstanding | 42,721,566 | 39,177,592 |
Net loss per share of common stock – basic and diluted | $ (0.21) | $ (0.31) |
NET LOSS PER SHARE OF COMMON _4
NET LOSS PER SHARE OF COMMON STOCK - Securities Excluded from Calculation of Weighted Average Shares Outstanding as their Effect is Antidilutive (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
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 | 9,921,311 | 8,799,959 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Securities outstanding excluded from the calculation of weighted average shares outstanding | 68,650 | |
Common Stock Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Securities outstanding excluded from the calculation of weighted average shares outstanding | 40,790 | 40,790 |
CO-DEVELOPMENT AND LICENSE AG_2
CO-DEVELOPMENT AND LICENSE AGREEMENT - Additional Information (Details) - USD ($) | Aug. 29, 2017 | Feb. 13, 2014 | Mar. 31, 2021 |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Upfront payment | $ 60,000,000 | ||
Seltorexant | Amendment to Co-Development and License Agreement | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Upfront payment | $ 30,000,000 | ||
Janssen | Collaborative Arrangement | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Upfront payment received | 41,200,000 | ||
Janssen | Seltorexant | Collaborative Arrangement | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Payment of license fee | $ 22,000,000 | ||
Upfront payment received | 30,000,000 | ||
Previously accrued collaborative expenses recognized as revenue | $ 11,200,000 |
Sale of Future Royalties - Addi
Sale of Future Royalties - Additional Information (Details) - USD ($) | Jan. 19, 2021 | Mar. 31, 2021 |
Sale Of Future Royalties [Line Items] | ||
Liability related to the sale of future royalties | $ 60,000,000 | $ 61,296,456 |
Annual interest rate on interest expense | 10.50% | |
Seltorexant | Royalty Pharma | ||
Sale Of Future Royalties [Line Items] | ||
Upfront payment for royalty interest sold | $ 60,000,000 | 60,000,000 |
Additional milestone payments | $ 95,000,000 | $ 95,000,000 |
Sale of Future Royalties - Summ
Sale of Future Royalties - Summary of Activity of the Royalty Obligation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Jan. 19, 2021 | |
Sale Of Future Royalties [Abstract] | ||
Upfront payment from the sale of future royalties | $ 60,000,000 | |
Non-cash interest expense associated with the sale of future royalties | 1,296,456 | |
Liability related to the sale of future royalties | $ 61,296,456 | $ 60,000,000 |
STOCKHOLDERS' EQUITY - At-the-M
STOCKHOLDERS' EQUITY - At-the-Market Equity Offering Program - Additional Information (Details) - Sales Agreement - USD ($) $ / shares in Units, $ in Millions | Aug. 10, 2018 | Dec. 31, 2020 |
Class Of Warrant Or Right [Line Items] | ||
Sale of stock issue date | Aug. 10, 2018 | |
Common Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Sales of common stock, value | $ 50 | |
Common stock issued and sold | 3,381,608 | |
Common stock, average price per share | $ 3.7113 | |
Net proceeds after deducting sales commissions and offering costs payable | $ 12.1 |
STOCKHOLDERS' EQUITY - Term Loa
STOCKHOLDERS' EQUITY - Term Loan Warrants - Additional Information (Details) | Jan. 15, 2016USD ($)Tranche$ / sharesshares |
Class Of Warrant Or Right [Line Items] | |
Fair value of warrants estimated | $ | $ 200,000 |
Warrant | |
Class Of Warrant Or Right [Line Items] | |
Expiration anniversary date of issuance | 10 years |
Warrant | Valuation Technique, Option Pricing Model | Measurement Input, Price Volatility | |
Class Of Warrant Or Right [Line Items] | |
Alternative investment, measurement input | 100.8 |
Warrant | Valuation Technique, Option Pricing Model | Measurement Input, Risk Free Interest Rate | |
Class Of Warrant Or Right [Line Items] | |
Alternative investment, measurement input | 1.83 |
Warrant | Valuation Technique, Option Pricing Model | Measurement Input, Expected Term | |
Class Of Warrant Or Right [Line Items] | |
Expected life | 10 years |
Warrant | Valuation Technique, Option Pricing Model | Measurement Input, Expected Dividend Payment | |
Class Of Warrant Or Right [Line Items] | |
Expected dividend | $ / shares | $ 0 |
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 | $ / shares | $ 5.516 |
Loan and Security Agreement | Term Loan | |
Class Of Warrant Or Right [Line Items] | |
Aggregate principal amount | $ | $ 15,000,000 |
Number of tranches | Tranche | 2 |
STOCK AWARD PLAN AND STOCK-BA_3
STOCK AWARD PLAN AND STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares issued | 0 | 0 | |||
Fair value of common stock on grant date (in dollars per share) | $ 4.14 | ||||
Total intrinsic value of the stock options exercised | $ 0 | $ 0.3 | |||
Dividend yield (as a percent) | 0.00% | ||||
Employee Stock Option | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Total unrecognized compensation costs | $ 9.8 | ||||
Weighted-average period over which unrecognized compensation costs is expected to be recognized | 1 year 9 months 29 days | ||||
Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Total unrecognized compensation costs | $ 0 | ||||
Vesting rights percentage | 25.00% | ||||
Vesting period | 4 years | ||||
Description of vesting rights | RSUs awarded to employees generally vest one-fourth per year over four years from the anniversary of the date of grant | ||||
Unvested shares | 0 | 0 | |||
2013 Equity Incentive Plan | Common Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Increase in number of shares authorized for issuance | 2,000,000 | ||||
2013 Equity Incentive Plan | Employee Stock Option | Common Stock | Rick Russell | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares issued | 775,000 | ||||
2013 Equity Incentive Plan | Restricted Stock Units | Common Stock | Rick Russell | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares issued | 40,000 |
STOCK AWARD PLAN AND STOCK-BA_4
STOCK AWARD PLAN AND STOCK-BASED COMPENSATION - Stock Option Activity for Employees and Non-Employees (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Shares Issuable Pursuant to Stock Options | |||
Granted (in shares) | 0 | 0 | |
Employees and Non-Employees Stock Option | |||
Shares Issuable Pursuant to Stock Options | |||
Outstanding at the beginning of period (in shares) | 10,050,523 | ||
Forfeited (in shares) | (129,212) | ||
Outstanding at the end of the period (in shares) | 9,921,311 | 10,050,523 | |
Exercisable at the end of the period (in shares) | 6,588,557 | ||
Available for future grant (in shares) | 286,828 | ||
Weighted-Average Exercise Price | |||
Outstanding at the beginning of period (in dollars per share) | $ 6.60 | ||
Forfeited (in dollars per share) | 7.01 | ||
Outstanding at the end of the period (in dollars per share) | 6.60 | $ 6.60 | |
Exercisable at the end of the period (in dollars per share) | $ 6.80 | ||
Weighted-Average Remaining Contractual Term Outstanding (Years) | 6 years 9 months 18 days | 7 years | |
Weighted-Average Remaining Contractual Term Exercisable (Years) | 5 years 10 months 24 days |
STOCK AWARD PLAN AND STOCK-BA_5
STOCK AWARD PLAN AND STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation Expense Included in the Company's Consolidated Statements of Operations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 1,516,064 | $ 2,198,187 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 644,176 | 681,613 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 871,888 | $ 1,516,574 |
LEASES - Additional Information
LEASES - Additional Information (Details) - Office Sublease Agreement - Profitect, Inc | Oct. 02, 2017USD ($)ft² | Mar. 31, 2021 |
Operating Leases [Line Items] | ||
Sublease rentable square feet | ft² | 5,923 | |
Lease description | The term of the Sublease began on November 1, 2017 and will expire on July 31, 2021 (the “Term”), with a monthly rental rate starting at $14,808 and escalating to a maximum monthly rental rate of $16,288 in the final 12 months of the Term. | |
Lease commencement date | Nov. 1, 2017 | |
Sublease expire date | Jul. 31, 2021 | |
Minimum | ||
Operating Leases [Line Items] | ||
Monthly rental rate | $ 14,808 | |
Maximum | ||
Operating Leases [Line Items] | ||
Monthly rental rate | $ 16,288 |
LEASES - Summary of the Subleas
LEASES - Summary of the Sublease Costs (Details) - Office Sublease Agreement | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Operating Leases [Line Items] | |
Operating Sublease cost | $ 44,817 |
Total Sublease cost | 44,817 |
Operating cash flows used for operating Sublease | $ 48,865 |
Weighted average remaining Sublease term | 3 months 18 days |
Weighted average discount rate | 10.00% |
LEASES - Future Minimum Subleas
LEASES - Future Minimum Sublease Payments Under Non-cancelable Operating Sublease (Details) - Office Sublease Agreement - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Operating Leases [Line Items] | ||
2021 | $ 65,153 | $ 114,018 |
Total Sublease payments | 65,153 | 114,018 |
Less: imputed interest | (803) | (2,789) |
Total operating Sublease liabilities | $ 64,350 | $ 111,229 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Details) | May 05, 2021USD ($)ft² | Apr. 13, 2021 | Oct. 09, 2020 | Mar. 31, 2020 |
Subsequent Event [Line Items] | ||||
Retention Program Description | each participant other than the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) are eligible to receive a guaranteed cash retention bonus equal to 50% of such participant’s target bonus for 2021 (which target bonus will be no less than such participant’s target bonus for 2020) to be paid on July 31, 2021 | |||
Office license Agrement | BP Reservoir Place | ||||
Subsequent Event [Line Items] | ||||
Rentable square feet | ft² | 5,923 | |||
Lease description | The term of the license agreement is scheduled to begin on August 1, 2021 and will expire on July 31, 2022, with an annual rate of $239,881.50 payable in equal monthly installments. | |||
Lease commencement date | Aug. 1, 2021 | |||
License agreement expire date | Jul. 31, 2022 | |||
Monthly rental rate | $ | $ 239,881 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Suplemented Retention Program Description | (i) the CEO’s target bonus for 2021 and subsequent years was increased from 50% to 55%; | |||
Supplemented Retention Program Additional Description | each participant will be eligible to receive a guaranteed cash retention bonus for the year ended December 31, 2021 equal to 50% (or 100% in the case of the CEO and the CFO, who will not have received a bonus payment on July 31, 2021 as other participants will have) of such participant’s then-current target annual bonus for 2021, subject to continued employment through the earlier of (a) January 2, 2022 and (b) the date the Company generally pays bonuses for 2021 |