Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 11, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | SCPH | |
Entity Registrant Name | SCPHARMACEUTICALS INC. | |
Entity Central Index Key | 0001604950 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 18,633,530 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common stock, par value $0.0001 | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38293 | |
Entity Tax Identification Number | 46-5184075 | |
Entity Address, Address Line One | 2400 District Avenue | |
Entity Address, Address Line Two | Suite 310 | |
Entity Address, City or Town | Burlington | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01803 | |
City Area Code | 617 | |
Local Phone Number | 517-0730 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 83,562 | $ 89,478 |
Prepaid expenses | 894 | 1,757 |
VAT receivable | 303 | 479 |
Other current assets | 128 | 179 |
Total current assets | 84,887 | 91,893 |
Restricted cash | 182 | 182 |
Property and equipment, net | 136 | 164 |
Right-of-use lease assets - operating, net | 1,264 | 1,506 |
Deposits and other assets | 197 | 10 |
Total assets | 86,666 | 93,755 |
Current liabilities | ||
Accounts payable | 542 | 587 |
Accrued expenses | 7,169 | 2,922 |
Term loan, short term | 2,811 | |
Lease obligation - operating, short term | 393 | 353 |
Total current liabilities | 8,104 | 6,673 |
Term loan, long term | 18,842 | 6,826 |
Lease obligation - operating, long term | 1,052 | 1,353 |
Derivative liability | 766 | |
Other liabilities | 16 | 159 |
Total liabilities | 28,780 | 15,011 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized and no shares issued and outstanding | ||
Common stock, $0.0001 par value; 150,000,000 shares authorized as of September 30, 2019; 18,569,289 and 18,629,730 shares issued and outstanding as of December 31, 2018 and September 30, 2019, respectively | 2 | 2 |
Additional paid-in capital | 176,524 | 175,201 |
Accumulated deficit | (118,640) | (96,459) |
Total stockholders’ equity | 57,886 | 78,744 |
Total liabilities and stockholders’ equity | $ 86,666 | $ 93,755 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 150,000,000 | |
Common stock, shares issued | 18,629,730 | 18,569,289 |
Common stock, shares outstanding | 18,629,730 | 18,569,289 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating expenses: | ||||
Research and development | $ 4,293 | $ 3,896 | $ 16,314 | $ 12,799 |
General and administrative | 1,996 | 1,945 | 6,158 | 11,645 |
Total operating expenses | 6,289 | 5,841 | 22,472 | 24,444 |
Loss from operations | (6,289) | (5,841) | (22,472) | (24,444) |
Other (expense) income | 83 | (5) | 61 | (58) |
Interest income | 397 | 445 | 1,350 | 1,221 |
Interest expense | (398) | (360) | (1,121) | (1,062) |
Net loss and comprehensive loss | $ (6,207) | $ (5,761) | $ (22,182) | $ (24,343) |
Net loss per share — basic and diluted | $ (0.33) | $ (0.31) | $ (1.19) | $ (1.31) |
Weighted average common shares outstanding — basic and diluted | 18,584,327 | 18,569,289 | 18,580,192 | 18,551,690 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2017 | $ 105,997 | $ 2 | $ 173,011 | $ (67,016) |
Beginning Balance, Shares at Dec. 31, 2017 | 18,534,240 | |||
Net loss | (8,732) | (8,732) | ||
Issuance of common stock upon exercise of stock options | 56 | 56 | ||
Issuance of common stock upon exercise of stock options, Shares | 7,606 | |||
Vesting of restricted stock | 1 | 1 | ||
Vesting of restricted stock, Shares | 366 | |||
Stock-based compensation | 622 | 622 | ||
Ending Balance at Mar. 31, 2018 | 97,944 | $ 2 | 173,690 | (75,748) |
Ending Balance, Shares at Mar. 31, 2018 | 18,542,212 | |||
Beginning Balance at Dec. 31, 2017 | 105,997 | $ 2 | 173,011 | (67,016) |
Beginning Balance, Shares at Dec. 31, 2017 | 18,534,240 | |||
Net loss | (24,343) | |||
Ending Balance at Sep. 30, 2018 | 83,390 | $ 2 | 174,747 | (91,359) |
Ending Balance, Shares at Sep. 30, 2018 | 18,569,289 | |||
Beginning Balance at Mar. 31, 2018 | 97,944 | $ 2 | 173,690 | (75,748) |
Beginning Balance, Shares at Mar. 31, 2018 | 18,542,212 | |||
Net loss | (9,850) | (9,850) | ||
Issuance of common stock upon exercise of stock options | 2 | 2 | ||
Issuance of common stock upon exercise of stock options, Shares | 26,955 | |||
Vesting of restricted stock, Shares | 122 | |||
Stock-based compensation | 497 | 497 | ||
Ending Balance at Jun. 30, 2018 | 88,593 | $ 2 | 174,189 | (85,598) |
Ending Balance, Shares at Jun. 30, 2018 | 18,569,289 | |||
Net loss | (5,761) | (5,761) | ||
Offering costs | (5) | (5) | ||
Stock-based compensation | 563 | 563 | ||
Ending Balance at Sep. 30, 2018 | 83,390 | $ 2 | 174,747 | (91,359) |
Ending Balance, Shares at Sep. 30, 2018 | 18,569,289 | |||
Beginning Balance at Dec. 31, 2018 | 78,744 | $ 2 | 175,201 | (96,459) |
Beginning Balance, Shares at Dec. 31, 2018 | 18,569,289 | |||
Net loss | (8,719) | (8,719) | ||
Issuance of common stock upon exercise of stock options | 18 | 18 | ||
Issuance of common stock upon exercise of stock options, Shares | 11,141 | |||
Stock-based compensation | 355 | 355 | ||
Ending Balance at Mar. 31, 2019 | 70,398 | $ 2 | 175,574 | (105,178) |
Ending Balance, Shares at Mar. 31, 2019 | 18,580,430 | |||
Beginning Balance at Dec. 31, 2018 | 78,744 | $ 2 | 175,201 | (96,459) |
Beginning Balance, Shares at Dec. 31, 2018 | 18,569,289 | |||
Net loss | $ (22,182) | |||
Issuance of common stock upon exercise of stock options, Shares | 20,141 | |||
Ending Balance at Sep. 30, 2019 | $ 57,886 | $ 2 | 176,524 | (118,640) |
Ending Balance, Shares at Sep. 30, 2019 | 18,629,730 | |||
Beginning Balance at Mar. 31, 2019 | 70,398 | $ 2 | 175,574 | (105,178) |
Beginning Balance, Shares at Mar. 31, 2019 | 18,580,430 | |||
Net loss | (7,255) | (7,255) | ||
Stock-based compensation | 326 | 326 | ||
Ending Balance at Jun. 30, 2019 | 63,469 | $ 2 | 175,900 | (112,433) |
Ending Balance, Shares at Jun. 30, 2019 | 18,580,430 | |||
Net loss | (6,207) | (6,207) | ||
Issuance of common stock under at-the-market offering, net of issuance costs (Note 9) | 256 | 256 | ||
Issuance of common stock under at-the-market offering, net of issuance costs, Shares | 40,300 | |||
Issuance of common stock upon exercise of stock options | 35 | 35 | ||
Issuance of common stock upon exercise of stock options, Shares | 9,000 | |||
Stock-based compensation | 333 | 333 | ||
Ending Balance at Sep. 30, 2019 | $ 57,886 | $ 2 | $ 176,524 | $ (118,640) |
Ending Balance, Shares at Sep. 30, 2019 | 18,629,730 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (22,182,000) | $ (24,343,000) |
Adjustments to reconcile net loss to cash used in operating activities | ||
Depreciation expense | 29,000 | 29,000 |
Amortization expense - right-of-use leased assets - operating | 241,000 | 218,000 |
Stock-based compensation | 1,014,000 | 1,682,000 |
Non-cash interest expense | 260,000 | 278,000 |
Fair value adjustment to derivative liability | 3,000 | |
Changes in operating assets and liabilities | ||
Prepaid expenses and other assets | 1,088,000 | 51,000 |
Accounts payable, accrued expenses and other liabilities | 3,940,000 | (926,000) |
Net cash used in operating activities | (15,607,000) | (23,011,000) |
Cash flows from investing activities | ||
Purchases of property and equipment | (41,000) | |
Net cash used in investing activities | (41,000) | |
Cash flows from financing activities | ||
Costs related to initial public offering | (5,000) | |
Proceeds from at-the-market offering, net of commissions | 259,000 | |
At-the-market offering costs | (189,000) | |
Proceeds from term loan, net of costs | 9,568,000 | |
Proceeds from the exercise of vested stock options | 53,000 | 58,000 |
Net cash provided by financing activities | 9,691,000 | 53,000 |
Net decrease in cash, cash equivalents and restricted cash | (5,916,000) | (22,999,000) |
Cash, cash equivalents and restricted cash at beginning of period | 89,660,000 | 118,480,000 |
Cash, cash equivalents and restricted cash at end of period | 83,744,000 | 95,481,000 |
Supplemental cash flow information | ||
Interest paid | 925,000 | 738,000 |
Taxes paid | 296,000 | 283,000 |
Supplemental non-cash information | ||
Acquisition of right-of-use leased assets - operating, net of disposal | $ 26,000 | |
Issuance of derivative in connection with modification of term loan | 763,000 | |
Transfer of issuance costs from other noncurrent assets to equity | $ 3,000 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Description of Business scPharmaceuticals LLC was formed as a Limited Liability Company under the laws of the State of Delaware on February 19, 2013. On March 24, 2014, scPharmaceuticals LLC was converted to a Delaware corporation and changed its name to scPharmaceuticals Inc. (“the Company”). The Company is a pharmaceutical company focused on developing and commercializing products that have the potential to optimize the delivery of infused therapies, advance patient care and reduce healthcare costs. The Company’s proprietary platform is designed to enable the subcutaneous administration of therapies that have previously been limited to intravenous, or IV, delivery. The Company’s headquarters and primary place of business is Burlington, Massachusetts. In January 2019, following a Type C meeting with the Food and Drug Administration, management implemented a restructuring plan to reduce operating costs and better align its workforce with the needs of its business. The Company recorded a charge of $1.4 million during the nine months ended September 30, 2019 related to the restructuring plan, which included severance, benefits and related costs. The Company recorded $966,000 and $426,000 in research and development expenses and general and administrative expenses related to the restructuring, respectively. The Company paid $1.3 million of these costs during the nine months ended September 30, 2019 and expects to pay $18,000 in the fourth quarter of 2019. The remainder of the restructuring charge consists of a non-cash charge of $70,000 related to the modification of stock options (Note 6). As of September 30, 2019, the Company had a balance of $18,000 in accrued expenses related to severance benefits, and related costs associated with the restructuring plan. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The condensed consolidated financial statements reflect the operations of the Company and its wholly-owned subsidiary, scPharmaceuticals Securities Corporation. Certain information and disclosures normally included in financial statements in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2019. The Company has determined that it operates in one segment. The accompanying condensed consolidated balance sheet as of September 30, 2019, the condensed consolidated statements of operations and comprehensive loss and stockholders’ equity for the three and nine months ended September 30, 2018 and 2019 and condensed consolidated statements of cash flows for the nine months ended September 30, 2018 and 2019 are unaudited. The unaudited condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare the Company’s audited annual financial statements and include, in the opinion of management, adjustments, consisting of normal recurring items, necessary for the fair statement of the condensed consolidated financial statements. The operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results expected for the full year ending December 31, 2019. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reported periods. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash consists of bank deposits, certificates of deposit and money market accounts with financial institutions. Cash equivalents are carried at cost which approximates fair value due to their short-term nature and which the Company believes do not have a material exposure to credit risk. The Company considers all highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents. The Company’s cash and cash equivalent accounts, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. As of September 30, 2019, the Company classified $182,000 as restricted cash related to a letter of credit issued as a security deposit in connection with the Company’s lease of its corporate office facilities (Note 10). Cash, cash equivalents and restricted cash consist of the following: December 31, 2018 September 30, 2019 Cash and cash equivalents $ 89,478 $ 83,562 Restricted cash 182 182 Cash, cash equivalents and restricted cash $ 89,660 $ 83,744 Derivative Liability In September 2019, the Company entered into a new loan and security agreement with Solar Capital Ltd. and Silicon Valley Bank (the “2019 Loan Agreement”) to refinance the Company’s 2017 Loan Agreement (Note 8). In connection with the 2019 Loan Agreement, the Company also entered into an exit agreement with Solar Capital Ltd. and Silicon Valley Bank (the “Exit Agreement”). The Exit Agreement provides for a payment to the lenders in the amount of 4% of the loan commitment, or $800,000, upon the occurrence of an exit event, as defined in the Exit Agreement. The Company classifies the exit payment obligation as a liability on its balance sheet because it represents a contingent payment obligation that is not clearly and closely related to the host instrument and meets the definition of a derivative. The derivative liability was initially recorded at fair value upon execution of the 2019 Loan Agreement and is subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability are recognized as a component of other income (expense), net in the statement of operations and comprehensive loss. Changes in the fair value of the derivative liability will continue to be recognized until an exit event occurs. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use (“ROU”) lease assets, current portion of lease obligations, and long term lease obligations on the Company’s balance sheets. ROU lease assets represent the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligation to make lease payments arising from the lease. Operating ROU lease assets and obligations are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The ROU lease asset excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Income Taxes The Company accounts for income taxes in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes. The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions. The tax benefits recorded are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is “more likely than not” to be realized following resolution of any uncertainty related to the tax benefit, assuming that the matter in question will be raised by the tax authorities. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. At September 30, 2019, the Company had no such accruals. Recently Issued Accounting Standards In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) (“ASU 2018-13”). ASU 2018-13 modifies fair value disclosure requirements, specifically around level transfers and valuation of Level 3 assets and liabilities. ASU 2018-13 is effective for financial statements issued for annual and interim periods beginning after December 15, 2019 for all entities. Early adoption of all or part of ASU No. 2018-13 is permitted. The Company does not expect ASU 2018-13 to have a material impact on its financial statements. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 3. Net Loss per Share Net Loss per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net loss per share of common stock (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2018 2019 2018 2019 Net loss and comprehensive loss $ (5,761 ) $ (6,207 ) $ (24,343 ) $ (22,182 ) Weighted-average shares used in computing net loss per share 18,569,289 18,584,327 18,551,690 18,580,192 Net loss per share, basic and diluted $ (0.31 ) $ (0.33 ) $ (1.31 ) $ (1.19 ) The Company’s potentially dilutive securities, which include stock options and unvested restricted stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect. Three Months Ended September 30, Nine Months Ended September 30, 2018 2019 2018 2019 Stock options to purchase common stock 1,746,287 1,424,018 1,746,287 1,424,018 Unvested restricted stock — 160,900 — 160,900 Total 1,746,287 1,584,918 1,746,287 1,584,918 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Purchased property and equipment consist of the following (dollars in thousands): ESTIMATED USEFUL LIFE December 31, 2018 September 30, 2019 Office equipment 5 years $ 10 $ 10 Office furniture 7 years 116 116 Computer equipment 3 years 8 8 Leasehold improvements Life of lease 95 95 229 229 Less: Accumulated depreciation (65 ) (93 ) Property and equipment, net $ 164 $ 136 Depreciation expense for the three months ended September 30, 2018 and September 30, 2019 was $10,000 and $10,000, respectively. Depreciation expense for the nine months ended September 30, 2018 and September 30, 2019 was $29,000 and $29,000, respectively. Leased property and equipment consist of the following (dollars in thousands): ESTIMATED USEFUL LIFE December 31, 2018 September 30, 2019 Right-of-use lease assets - operating Lease term $ 2,024 $ 2,024 Less: Accumulated amortization (518 ) (760 ) Right-of-use lease assets - operating, net $ 1,506 $ 1,264 Amortization expense for the three months ended September 30, 2018 and September 30, 2019 was $74,000 and $82,000, respectively. Amortization expense for the nine months ended September 30, 2018 and September 30, 2019 was $218,000 and $241,000, respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2019 | |
Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consist of (in thousands): December 31, 2018 September 30, 2019 Contract research and development $ 1,492 $ 4,146 Unrecoverable component costs — 1,668 Employee compensation and related costs 727 923 Consulting and professional service fees 356 338 State taxes 165 36 Severance costs 133 18 Other 49 40 Total accrued expenses $ 2,922 $ 7,169 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 6. Stock-Based Compensation Stock Options The Company’s 2017 Stock Option and Incentive Plan (the “2017 Stock Plan”) became effective in November 2017, upon the closing of the Company’s initial public offering and will expire in October 2027. Under the 2017 Stock Plan, the Company may grant incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units (“RSUs”) and other stock-based awards. The Company’s 2014 Stock Incentive Plan (the “2014 Stock Plan”) was terminated in November 2017 upon the completion of the Company’s initial public offering and no further options were granted under the 2014 Stock Plan. At September 30, 2019, there were 830,962 options outstanding under the 2014 Plan. As of September 30, 2019, there were 3,166,868 shares of the Company’s common stock authorized for issuance under the 2017 Stock Plan, including 252,707 options that have been forfeited from the 2014 Plan. At September 30, 2019, there were 2,412,912 options available for issuance under the 2017 Stock Plan, 593,056 options outstanding and 160,900 restricted stock units outstanding. Awards granted under the 2017 Plan have a term of ten years. Vesting of awards under the 2017 Stock Plan is determined by the board of directors, but is generally over one to four-year terms. The fair value of options at date of grant was estimated using the Black-Scholes option-pricing model with the following assumptions: Nine Months Ended September 30, 2018 2019 Risk-free interest rate 2.42%-2.86% 1.61%-2.51% Expected dividend yield 0% 0% Expected life 5.5-7.0 years 5.5-6.1 years Expected volatility 76%-86% 72%-74% Weighted-average grant date fair value $ 7.57 $ 2.17 The following table summarizes information about stock option activity during the nine months ended September 30, 2019 (in thousands, except share and per share data): NUMBER OF SHARES WEIGHTED- AVERAGE EXERCISE PRICE WEIGHTED- AVERAGE REMAINING CONTRACTUAL TERM AGGREGATE INTRINSIC VALUE Outstanding, December 31, 2018 1,588,306 $ 6.75 Granted 145,022 3.34 Exercised (20,141 ) 2.62 Forfeited (289,169 ) 8.54 Outstanding, September 30, 2019 1,424,018 $ 6.09 7.84 $ 1,842 Vested and exercisable, September 30, 2019 854,952 $ 6.20 7.45 $ 1,024 Vested and expected to vest, September 30, 2019 1,308,083 $ 6.15 7.76 $ 1,661 The following table summarizes information about RSU activity during the nine months ended September 30, 2019: RSUs AVERAGE GRANT DATE FAIR VALUE (IN DOLLARS PER SHARE) Outstanding, December 31, 2018 — $ — Granted 160,900 1.43 Vested — — Forfeited — — RSUs outstanding at September 30, 2019 160,900 $ 1.43 Unrecognized compensation expense related to unvested options as of September 30, 2019 was $1.8 million and will be recognized over the remaining vesting periods of the underlying awards. The weighted-average period over which such compensation is expected to be recognized is 1.9 years. Unrecognized compensation expense related to unvested RSUs as of September 30, 2019 was $116,000 and will be recognized over the remaining vesting periods of the underlying awards. The weighted-average period over which such compensation is expected to be recognized is 1.3 years. During The Company recorded stock-based compensation expense in the following expense categories of its accompanying condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2018 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2019 2018 2019 Research and development $ 154 $ 75 $ 394 $ 215 General and administrative 409 258 1,288 799 Total $ 563 $ 333 $ 1,682 $ 1,014 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 7. Fair Value of Financial Instruments The Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic, Fair Value Measurements and Disclosures (“ASC 820”), Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and observable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying values of the Company’s cash and restricted cash, prepaid expenses, value added tax, or VAT, receivable and deposits approximate their fair values due to their short-term nature. The carrying value of the Company’s loan payable was considered a reasonable estimate of fair value because the Company’s interest rate is near current market rates for instruments with similar characteristics. The following table summarizes the Company’s assets and liabilities as of September 30, 2019 that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands): TOTAL Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ 62,549 $ 62,549 $ — $ — Total $ 62,549 $ 62,549 $ — $ — Liabilities: Derivative liability $ 766 $ — $ — $ 766 Total $ 766 $ — $ — $ 766 The fair value of the derivative liability recognized in connection with the Company’s 2019 Loan Agreement (Note 8) was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the derivative liability was determined using the probability-weighted expected return method (“PWERM”), which considered as inputs the timing and probability of occurrence of an exit event, the amount of the payment, and the risk-free discount rate reflecting the expected risk profile for each of the potential settlement scenarios. |
Term Loan
Term Loan | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Term Loan | 8. Term Loan In May 2017, the Company entered into a loan and security agreement (the “2017 Loan Agreement”), with Solar Capital Ltd. and Silicon Valley Bank for $10.0 million. The 2017 Loan Agreement had a maturity date of May 1, 2021. Debt issuance costs for the 2017 Loan Agreement were to be amortized to interest expense over the remaining term of the 2017 Loan Agreement using the effective-interest method. The interest rate under the 2017 Loan Agreement was LIBOR plus 8.45%. The initial interest-only period was until November 30, 2018, followed by a 30-month principal and interest period. The First Amendment to the Loan and Security Agreement, entered into in November 2018, extended the interest-only period through May 2019. The Third Amendment to the Loan and Security Agreement, entered into in May 2019, extended the interest-only period through August 2019, with the ability to further extend the interest only period to November 2019. Pursuant to the 2017 Loan Agreement, the Company provided a first priority security interest in all existing and after-acquired assets, excluding intellectual property, owned by the Company. For the three and nine months ended September 30, 2019, the Company recorded $53,000 and $169,000, respectively, related to the amortization of debt discount associated with the 2017 Loan Agreement. For the three and nine months ended September 30, 2018 the Company recorded $68,000 and $212,000, respectively, related to the amortization of debt discount associated with the 2017 Loan Agreement. The 2017 Loan Agreement allowed the Company to voluntarily prepay all (but not less than all) of the outstanding principal at any time. A prepayment premium of 1% would be assessed on the outstanding principal. A final payment fee of $250,000 was due upon the earlier to occur of the maturity date or prepayment of such borrowings. The final payment fee was increased to $325,000 in the First Amendment to the 2017 Loan Agreement. For the three and nine months ended September 30, 2019, the Company recorded $23,000 and $80,000, respectively, related to the amortization of the final payment fee associated with the 2017 Loan Agreement. For the three and nine months ended September 30, 2018, the Company recorded $22,000 and $66,000, respectively, related to the amortization of the final payment fee associated with the 2017 Loan Agreement. In September 2019, the Company paid off the outstanding balance of the 2017 Loan Agreement, including accrued interest, The payoff was treated as a modification of the debt. The interest rate under the 2019 Loan Agreement is the higher of (i) LIBOR plus 7.95% or (ii) 10.18% and there is an interest-only period until September 30, 2021. The rate at September 30, 2019 was 10.18%. Pursuant to the 2019 Loan Agreement, the Company provided a first priority security interest in all existing and after-acquired assets owned by the Company, including all intellectual property and subject to certain exceptions. The Company entered into the Exit Agreement in connection with the 2019 Loan Agreement which provides for an aggregate payment of 4% of the loan commitment, or $800,000, to the lenders upon the occurrence of an exit event. The Company concluded that the exit payment obligation met the definition of a derivative that was required to be accounted for as a separate unit of accounting. The Company recorded the issuance-date fair value of the derivative liability of $763,000 as a debt discount and as a derivative liability in the Company’s balance sheet. As of September 30, 2019, unpaid borrowings under the 2019 Loan Agreement totaled $20.0 million. For the three and nine months ended September 30, 2019, the Company recorded $5,000 related to the amortization of debt discount associated with the 2019 Loan Agreement. The 2019 Loan Agreement allows the Company to voluntarily prepay all (but not less than all) of the outstanding principal at any time. A prepayment premium of 3% or 1% through the one-year anniversary and the two-year anniversary, respectively, would be assessed on the outstanding principal. After the two-year anniversary, a 0.5% prepayment premium would be assessed on the outstanding principal. A final payment fee of $500,000 is due upon the earlier to occur of the maturity date or prepayment of such borrowings. For the three and nine months ended September 30, 2019, the Company recorded $6,000 related to the amortization of the final payment fee associated with the 2019 Loan Agreement. In an event of default under the 2019 Loan Agreement, the interest rate will be increased by 5% and the balance under the loan may become immediately due and payable at the option of the lenders. The 2019 Loan Agreement includes restrictions on, among other things, the Company’s ability to incur additional indebtedness, change the name or location of the Company’s business, merge with or acquire other entities, pay dividends or make other distributions to holders of its capital stock, make certain investments, engage in transactions with affiliates, create liens, sell assets or pay subordinated debt. Total term loan and unamortized debt discount balances are as follows (in thousands): September 30, 2019 Face value $ 20,000 Less: discount (1,158 ) Total $ 18,842 Less: current portion — Total $ 18,842 As of September 30, 2019, future principal payments due under the 2019 Loan Agreement are as follows (in thousands): Year ended: December 31, 2021 $ 2,500 December 31, 2022 10,000 December 31, 2023 7,500 Total $ 20,000 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders’ Equity | 9. At-the-Market Issuance Sales Agreement On August 23, 2019, the Company entered into an Open Market Sale Agreement SM Subject to the terms and conditions of the ATM Agreement, Jefferies will use its commercially reasonable efforts to sell the ATM Shares, based upon instructions from the Company, consistent with its normal trading and sales practices. The Company will pay Jefferies a commission equal to 3.0% of the gross sales proceeds of such ATM Shares. During the three months ended September 30, 2019, the Company sold a total of 40,300 ATM Shares under the ATM Agreement, in the open market, at an average gross selling price of $6.63 per share for net proceeds of $259,000. During the three months ended September 30, 2019, the Company incurred $189,000 of legal, accounting and other costs to establish and activate the ATM program. The Company charged $3,000 of these costs against additional paid in capital upon issuance of shares during the three months ended September 30,2019. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Operating Leases The Company leases office facilities and equipment under long-term, non-cancelable operating lease agreements. The leases expire at various dates through 2022 and do not include renewal options. Certain leases provide for increases in future minimum annual rental payments as defined in the lease agreements. The leases generally also include real estate taxes and common area maintenance (“CAM”) charges in the annual rental payments. Pursuant to the terms of its lease agreement for the Company’s headquarters, the Company obtained a letter of credit in the amount of approximately $182,000 as security on the lease obligation. The letter of credit is listed as restricted cash on the Company’s consolidated balance sheets. Short-term leases are leases having a term of twelve months or less. The Company recognizes short-term leases on a straight-line basis and does not record a related lease asset or liability for such leases. The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of September 30, 2019 (in thousands): Year ended: December 31, 2019 $ 131 December 31, 2020 528 December 31, 2021 537 December 31, 2022 496 Total minimum lease payments 1,692 Less imputed interest (247 ) Total $ 1,445 Nine Months Ended September 30, 2018 2019 Lease cost: Operating lease cost $ 348 $ 368 Short-term lease cost 6 6 Sublease income (26 ) (38 ) Total lease cost $ 328 $ 336 Other information Cash paid for amounts included in the measurement of lease liabilities $ 302 $ 384 Operating cash flows from operating leases $ 55 $ (21 ) Weighted-average remaining lease term - operating leases 4.2 years 3.2 years Weighted-average discount rate - operating leases 10.1 % 10.1 % In February 2018, the Company signed a sublease agreement for its facility located in Lexington, Massachusetts. The lease commenced on April 1, 2018 and has an initial term of three years with an extension term through December 2022. Research and Development Agreements As part of the Company’s research and development efforts, the Company enters into research and development agreements with unrelated companies. These agreements contain varying terms and provisions which include fees and milestones to be paid by the Company. Some of these agreements also contain provisions which require the Company to make payments for exclusivity in the development of products in the area of loop diuretics. Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Due to the discontinuation of use of the sc2Wear Infusor, the Company has received notice of termination costs related to the program. The Company has accrued all costs for which it either believes it is contractually liable or for which the Company has negotiated settlement agreements in good faith. However, certain of the Company’s vendors have claimed or billed for additional costs for which the Company believes it is not obligated. At this time, the Company estimates that additional termination costs, if any, will be immaterial to the Company’s financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reported periods. Actual results could differ from those estimates. |
Cash Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash consists of bank deposits, certificates of deposit and money market accounts with financial institutions. Cash equivalents are carried at cost which approximates fair value due to their short-term nature and which the Company believes do not have a material exposure to credit risk. The Company considers all highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents. The Company’s cash and cash equivalent accounts, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. As of September 30, 2019, the Company classified $182,000 as restricted cash related to a letter of credit issued as a security deposit in connection with the Company’s lease of its corporate office facilities (Note 10). Cash, cash equivalents and restricted cash consist of the following: December 31, 2018 September 30, 2019 Cash and cash equivalents $ 89,478 $ 83,562 Restricted cash 182 182 Cash, cash equivalents and restricted cash $ 89,660 $ 83,744 |
Derivative Liability | Derivative Liability In September 2019, the Company entered into a new loan and security agreement with Solar Capital Ltd. and Silicon Valley Bank (the “2019 Loan Agreement”) to refinance the Company’s 2017 Loan Agreement (Note 8). In connection with the 2019 Loan Agreement, the Company also entered into an exit agreement with Solar Capital Ltd. and Silicon Valley Bank (the “Exit Agreement”). The Exit Agreement provides for a payment to the lenders in the amount of 4% of the loan commitment, or $800,000, upon the occurrence of an exit event, as defined in the Exit Agreement. The Company classifies the exit payment obligation as a liability on its balance sheet because it represents a contingent payment obligation that is not clearly and closely related to the host instrument and meets the definition of a derivative. The derivative liability was initially recorded at fair value upon execution of the 2019 Loan Agreement and is subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability are recognized as a component of other income (expense), net in the statement of operations and comprehensive loss. Changes in the fair value of the derivative liability will continue to be recognized until an exit event occurs. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use (“ROU”) lease assets, current portion of lease obligations, and long term lease obligations on the Company’s balance sheets. ROU lease assets represent the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligation to make lease payments arising from the lease. Operating ROU lease assets and obligations are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The ROU lease asset excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes. The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions. The tax benefits recorded are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is “more likely than not” to be realized following resolution of any uncertainty related to the tax benefit, assuming that the matter in question will be raised by the tax authorities. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. At September 30, 2019, the Company had no such accruals. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) (“ASU 2018-13”). ASU 2018-13 modifies fair value disclosure requirements, specifically around level transfers and valuation of Level 3 assets and liabilities. ASU 2018-13 is effective for financial statements issued for annual and interim periods beginning after December 15, 2019 for all entities. Early adoption of all or part of ASU No. 2018-13 is permitted. The Company does not expect ASU 2018-13 to have a material impact on its financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | As of September 30, 2019, the Company classified $182,000 as restricted cash related to a letter of credit issued as a security deposit in connection with the Company’s lease of its corporate office facilities (Note 10). Cash, cash equivalents and restricted cash consist of the following: December 31, 2018 September 30, 2019 Cash and cash equivalents $ 89,478 $ 83,562 Restricted cash 182 182 Cash, cash equivalents and restricted cash $ 89,660 $ 83,744 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share of Common Stock | The following table sets forth the computation of basic and diluted net loss per share of common stock (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2018 2019 2018 2019 Net loss and comprehensive loss $ (5,761 ) $ (6,207 ) $ (24,343 ) $ (22,182 ) Weighted-average shares used in computing net loss per share 18,569,289 18,584,327 18,551,690 18,580,192 Net loss per share, basic and diluted $ (0.31 ) $ (0.33 ) $ (1.31 ) $ (1.19 ) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share | The Company’s potentially dilutive securities, which include stock options and unvested restricted stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect. Three Months Ended September 30, Nine Months Ended September 30, 2018 2019 2018 2019 Stock options to purchase common stock 1,746,287 1,424,018 1,746,287 1,424,018 Unvested restricted stock — 160,900 — 160,900 Total 1,746,287 1,584,918 1,746,287 1,584,918 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Purchased Property and Equipment | Purchased property and equipment consist of the following (dollars in thousands): ESTIMATED USEFUL LIFE December 31, 2018 September 30, 2019 Office equipment 5 years $ 10 $ 10 Office furniture 7 years 116 116 Computer equipment 3 years 8 8 Leasehold improvements Life of lease 95 95 229 229 Less: Accumulated depreciation (65 ) (93 ) Property and equipment, net $ 164 $ 136 |
Schedule of Leased Property and Equipment | Leased property and equipment consist of the following (dollars in thousands): ESTIMATED USEFUL LIFE December 31, 2018 September 30, 2019 Right-of-use lease assets - operating Lease term $ 2,024 $ 2,024 Less: Accumulated amortization (518 ) (760 ) Right-of-use lease assets - operating, net $ 1,506 $ 1,264 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of (in thousands): December 31, 2018 September 30, 2019 Contract research and development $ 1,492 $ 4,146 Unrecoverable component costs — 1,668 Employee compensation and related costs 727 923 Consulting and professional service fees 356 338 State taxes 165 36 Severance costs 133 18 Other 49 40 Total accrued expenses $ 2,922 $ 7,169 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Estimated Fair Value of Options Valuation Assumptions | The fair value of options at date of grant was estimated using the Black-Scholes option-pricing model with the following assumptions: Nine Months Ended September 30, 2018 2019 Risk-free interest rate 2.42%-2.86% 1.61%-2.51% Expected dividend yield 0% 0% Expected life 5.5-7.0 years 5.5-6.1 years Expected volatility 76%-86% 72%-74% Weighted-average grant date fair value $ 7.57 $ 2.17 |
Summary of Information about Stock Option Activity | The following table summarizes information about stock option activity during the nine months ended September 30, 2019 (in thousands, except share and per share data): NUMBER OF SHARES WEIGHTED- AVERAGE EXERCISE PRICE WEIGHTED- AVERAGE REMAINING CONTRACTUAL TERM AGGREGATE INTRINSIC VALUE Outstanding, December 31, 2018 1,588,306 $ 6.75 Granted 145,022 3.34 Exercised (20,141 ) 2.62 Forfeited (289,169 ) 8.54 Outstanding, September 30, 2019 1,424,018 $ 6.09 7.84 $ 1,842 Vested and exercisable, September 30, 2019 854,952 $ 6.20 7.45 $ 1,024 Vested and expected to vest, September 30, 2019 1,308,083 $ 6.15 7.76 $ 1,661 |
Schedule of RSU Activity | The following table summarizes information about RSU activity during the nine months ended September 30, 2019: RSUs AVERAGE GRANT DATE FAIR VALUE (IN DOLLARS PER SHARE) Outstanding, December 31, 2018 — $ — Granted 160,900 1.43 Vested — — Forfeited — — RSUs outstanding at September 30, 2019 160,900 $ 1.43 |
Summary of Stock-Based Compensation Expense | The Company recorded stock-based compensation expense in the following expense categories of its accompanying condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2018 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2019 2018 2019 Research and development $ 154 $ 75 $ 394 $ 215 General and administrative 409 258 1,288 799 Total $ 563 $ 333 $ 1,682 $ 1,014 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the Company’s assets and liabilities as of September 30, 2019 that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands): TOTAL Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ 62,549 $ 62,549 $ — $ — Total $ 62,549 $ 62,549 $ — $ — Liabilities: Derivative liability $ 766 $ — $ — $ 766 Total $ 766 $ — $ — $ 766 |
Term Loan (Tables)
Term Loan (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Total Term Loan and Unamortized Debt Discount | Total term loan and unamortized debt discount balances are as follows (in thousands): September 30, 2019 Face value $ 20,000 Less: discount (1,158 ) Total $ 18,842 Less: current portion — Total $ 18,842 |
Schedule of Future Principal Payments Due | As of September 30, 2019, future principal payments due under the 2019 Loan Agreement are as follows (in thousands): Year ended: December 31, 2021 $ 2,500 December 31, 2022 10,000 December 31, 2023 7,500 Total $ 20,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Maturity Analysis of Annual Undiscounted Cash Flows of Operating Lease Liabilities | The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of September 30, 2019 (in thousands): Year ended: December 31, 2019 $ 131 December 31, 2020 528 December 31, 2021 537 December 31, 2022 496 Total minimum lease payments 1,692 Less imputed interest (247 ) Total $ 1,445 |
Schedule of Lease Cost and Other Information of Operating Lease Liabilities | Nine Months Ended September 30, 2018 2019 Lease cost: Operating lease cost $ 348 $ 368 Short-term lease cost 6 6 Sublease income (26 ) (38 ) Total lease cost $ 328 $ 336 Other information Cash paid for amounts included in the measurement of lease liabilities $ 302 $ 384 Operating cash flows from operating leases $ 55 $ (21 ) Weighted-average remaining lease term - operating leases 4.2 years 3.2 years Weighted-average discount rate - operating leases 10.1 % 10.1 % |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2019 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Restructuring charges | $ 1,400,000 | |
Restructuring cost paid | 1,300,000 | |
Non-cash charge related to modification of stock options | 70,000 | |
Severance, benefits, and related costs | 18,000 | |
Scenario, Forecast | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Restructuring cost paid | $ 18,000 | |
Research and Development | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Restructuring charges | 966,000 | |
General and Administrative | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Restructuring charges | $ 426,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Schedule Of Accounting Policies [Line Items] | ||
Restricted cash | $ 182,000 | $ 182,000 |
Potential interest and penalties associated with uncertain tax positions, accruals | $ 0 | |
Solar Capital Ltd. and Silicon Valley Bank | 2019 Loan Agreement | ||
Schedule Of Accounting Policies [Line Items] | ||
Exit fee, percentage | 4.00% | |
Exit fee | $ 800,000 | |
Letter of Credit | ||
Schedule Of Accounting Policies [Line Items] | ||
Restricted cash | $ 182,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 83,562 | $ 89,478 | ||
Restricted cash | 182 | 182 | ||
Cash, cash equivalents and restricted cash | $ 83,744 | $ 89,660 | $ 95,481 | $ 118,480 |
Net Loss per Share - Computatio
Net Loss per Share - Computation of Basic and Diluted Net Loss Per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net loss and comprehensive loss | $ (6,207) | $ (5,761) | $ (22,182) | $ (24,343) |
Weighted-average shares used in computing net loss per share | 18,584,327 | 18,569,289 | 18,580,192 | 18,551,690 |
Net loss per share, basic and diluted | $ (0.33) | $ (0.31) | $ (1.19) | $ (1.31) |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 1,584,918 | 1,746,287 | 1,584,918 | 1,746,287 |
Stock Options to Purchase Common Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 1,424,018 | 1,746,287 | 1,424,018 | 1,746,287 |
Unvested Restricted Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 160,900 | 160,900 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Purchased Property and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||
ESTIMATED USEFUL LIFE | Lease term | |
Property and equipment, gross | $ 229 | $ 229 |
Less: Accumulated depreciation | (93) | (65) |
Property and equipment, net | $ 136 | 164 |
Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
ESTIMATED USEFUL LIFE | 5 years | |
Property and equipment, gross | $ 10 | 10 |
Office Furniture | ||
Property Plant And Equipment [Line Items] | ||
ESTIMATED USEFUL LIFE | 7 years | |
Property and equipment, gross | $ 116 | 116 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
ESTIMATED USEFUL LIFE | 3 years | |
Property and equipment, gross | $ 8 | 8 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
ESTIMATED USEFUL LIFE | Life of lease | |
Property and equipment, gross | $ 95 | $ 95 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 10,000 | $ 10,000 | $ 29,000 | $ 29,000 |
Amortization expense | $ 82,000 | $ 74,000 | $ 241,000 | $ 218,000 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Leased Property and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | ||
Right-of-use lease assets - operating | $ 2,024 | $ 2,024 |
Less: Accumulated amortization | (760) | (518) |
Right-of-use lease assets - operating, net | $ 1,264 | $ 1,506 |
ESTIMATED USEFUL LIFE | Lease term |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Accruals [Abstract] | ||
Contract research and development | $ 4,146 | $ 1,492 |
Unrecoverable component costs | 1,668 | |
Employee compensation and related costs | 923 | 727 |
Consulting and professional service fees | 338 | 356 |
State taxes | 36 | 165 |
Severance costs | 18 | 133 |
Other | 40 | 49 |
Total accrued expenses | $ 7,169 | $ 2,922 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Additional options granted | 145,022 | |
Stock option, number of shares outstanding | 1,424,018 | 1,588,306 |
Unrecognized compensation expense | $ 1,800,000 | |
Recognition period (in years) | 1 year 10 months 24 days | |
Weighted average exercise price for vested options | $ 8.41 | |
Incremental stock-based compensation expense | $ 70,000 | |
Tranche One | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Awards vesting term | 1 year | |
Number of options vested | 55,677 | |
Tranche Two | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Awards vesting term | 2 years | |
Number of options vested | 85,432 | |
Restricted Stock Units (RSUs) | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of restricted stock units outstanding | 160,900 | 0 |
Unrecognized compensation expense | $ 116,000 | |
Recognition period (in years) | 1 year 3 months 18 days | |
2017 Stock Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock option and incentive plan effective date | Nov. 30, 2017 | |
Stock option and incentive plan expiration date | Oct. 31, 2027 | |
Stock option, number of shares outstanding | 593,056 | |
Number of common shares authorized for issuance | 3,166,868 | |
Stock options, available for issuance | 2,412,912 | |
Term of awards granted | 10 years | |
2017 Stock Plan | Restricted Stock Units (RSUs) | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of restricted stock units outstanding | 160,900 | |
2017 Stock Plan | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Awards vesting term | 1 year | |
2017 Stock Plan | Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Awards vesting term | 4 years | |
2014 Stock Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock option and incentive plan expiration date | Nov. 30, 2017 | |
Additional options granted | 0 | |
Stock option, number of shares outstanding | 830,962 | |
Number of options forfeited | 252,707 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Estimated Fair Value of Options Valuation Assumptions (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.61% | 2.42% |
Risk-free interest rate, maximum | 2.51% | 2.86% |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility, minimum | 72.00% | 76.00% |
Expected volatility, maximum | 74.00% | 86.00% |
Weighted-average grant date fair value | $ 2.17 | $ 7.57 |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life | 5 years 6 months | 5 years 6 months |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life | 6 years 3 days | 7 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Information about Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2019 | |
NUMBER OF SHARES | |
Number of shares outstanding, beginning balance | 1,588,306 |
Additional options granted | 145,022 |
Number of shares exercised | (20,141) |
Number of shares forfeited | (289,169) |
Number of shares outstanding, ending balance | 1,424,018 |
Vested and exercisable, ending balance | 854,952 |
Vested and expected to vest, ending balance | 1,308,083 |
WEIGHTED-AVERAGE EXERCISE PRICE | |
Weighted average exercise prices, outstanding beginning balance | $ 6.75 |
Weighted average exercise prices, granted | 3.34 |
Weighted average exercise prices, exercised | 2.62 |
Weighted average exercise prices, forfeited | 8.54 |
Weighted average exercise prices, outstanding ending balance | 6.09 |
Weighted average exercise prices, vested and exercisable ending balance | 6.20 |
Weighted average exercise prices, vested and expected to vest ending balance | $ 6.15 |
WEIGHTED-AVERAGE REMAINING CONTRACTUAL TERM | |
Weighted average remaining contractual term, outstanding | 7 years 10 months 2 days |
Weighted average remaining contractual term, vested and exercisable | 7 years 5 months 12 days |
Weighted average remaining contractual term, vested and expected to vest | 7 years 9 months 3 days |
AGGREGATE INTRINSIC VALUE | |
Aggregate intrinsic value, outstanding ending balance | $ 1,842 |
Aggregate intrinsic value, vested and exercisable ending balance | 1,024 |
Aggregate intrinsic value, vested and expected to vest ending balance | $ 1,661 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of RSU Activity (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
RSUs Outstanding, December 31, 2018 | shares | 0 |
RSUs Granted | shares | 160,900 |
RSUs outstanding at September 30, 2019 | shares | 160,900 |
AVERAGE GRANT DATE FAIR VALUE, Outstanding, December 31, 2018 | $ / shares | $ 0 |
AVERAGE GRANT DATE FAIR VALUE, Granted | $ / shares | 1.43 |
AVERAGE GRANT DATE FAIR VALUE, RSUs outstanding at September 30, 2019 | $ / shares | $ 1.43 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 333 | $ 563 | $ 1,014 | $ 1,682 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 75 | 154 | 215 | 394 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 258 | $ 409 | $ 799 | $ 1,288 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring $ in Thousands | Sep. 30, 2019USD ($) |
Assets: | |
Cash equivalents | $ 62,549 |
Total | 62,549 |
Liabilities: | |
Derivative liability | 766 |
Total | 766 |
Quoted Prices in Active Markets (Level 1) [Member] | |
Assets: | |
Cash equivalents | 62,549 |
Total | 62,549 |
Significant Unobservable Inputs (Level 3) [Member] | |
Liabilities: | |
Derivative liability | 766 |
Total | $ 766 |
Term Loan - Additional Informat
Term Loan - Additional Information (Details) - Solar Capital Ltd. and Silicon Valley Bank - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Nov. 30, 2018 | May 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
2017 Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Loan and security agreement, amount | $ 10,000,000 | ||||||
Loan agreement, maturity date | May 1, 2021 | ||||||
Amortization of debt discount | $ 53,000 | $ 68,000 | $ 169,000 | $ 212,000 | |||
Prepayment premium thereafter | 1.00% | ||||||
Final payment fee | $ 250,000 | ||||||
Amortization of final payment fee | 23,000 | $ 22,000 | 80,000 | $ 66,000 | |||
2017 Loan Agreement | Libor | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable base rate | 8.45% | ||||||
First Amendment to Loan and Security Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Final payment fee | $ 325,000 | ||||||
2019 Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Loan and security agreement, amount | $ 20,000,000 | 20,000,000 | 20,000,000 | ||||
Loan agreement, maturity date | Sep. 17, 2023 | ||||||
Amortization of debt discount | 5,000 | 5,000 | |||||
Final payment fee | 500,000 | ||||||
Amortization of final payment fee | $ 6,000 | $ 6,000 | |||||
Debt instrument, interest rate terms | The interest rate under the 2019 Loan Agreement is the higher of (i) LIBOR plus 7.95% or (ii) 10.18% | ||||||
Debt instrument, effective interest rate | 10.18% | 10.18% | 10.18% | ||||
Exit fee, percentage | 4.00% | ||||||
Exit fee | $ 800,000 | ||||||
Derivative liability recorded against exit fee obligation | $ 763,000 | $ 763,000 | 763,000 | ||||
Unpaid borrowings | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 | ||||
Prepayment premium percentage after year two | 0.50% | ||||||
Increase in interest rate on default | 5.00% | ||||||
2019 Loan Agreement | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate, minimum | 10.18% | 10.18% | 10.18% | ||||
Prepayment premium percentage | 1.00% | ||||||
2019 Loan Agreement | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment premium percentage | 3.00% | ||||||
2019 Loan Agreement | Libor | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable base rate | 7.95% |
Term Loan - Schedule of Total T
Term Loan - Schedule of Total Term Loan and Unamortized Debt Discount (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Less: current portion | $ (2,811) | |
Term loan, long term | $ 18,842 | $ 6,826 |
2019 Loan Agreement | Solar Capital Ltd. and Silicon Valley Bank | ||
Debt Instrument [Line Items] | ||
Face value | 20,000 | |
Less: discount | (1,158) | |
Total | 18,842 | |
Term loan, long term | $ 18,842 |
Term Loan - Schedule of Future
Term Loan - Schedule of Future Principal Payments Due (Details) - 2019 Loan Agreement - Solar Capital Ltd. and Silicon Valley Bank $ in Thousands | Sep. 30, 2019USD ($) |
Debt Instrument [Line Items] | |
December 31, 2021 | $ 2,500 |
December 31, 2022 | 10,000 |
December 31, 2023 | 7,500 |
Total | $ 20,000 |
Stockholders Equity - Additiona
Stockholders Equity - Additional Information (Details) - USD ($) | Aug. 23, 2019 | Sep. 30, 2019 | Sep. 30, 2019 |
Stockholders Equity Note [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Stock issuance cost | $ 189,000 | ||
Common Stock | |||
Stockholders Equity Note [Line Items] | |||
Number of shares sold | 40,300 | ||
ATM Agreement | Legal Accounting and Other Costs | |||
Stockholders Equity Note [Line Items] | |||
Stock issuance cost | $ 189,000 | ||
ATM Agreement | Additional Paid-in Capital | Legal Accounting and Other Costs | |||
Stockholders Equity Note [Line Items] | |||
Stock issuance cost | $ 3,000 | ||
ATM Agreement | Jefferies | Common Stock | |||
Stockholders Equity Note [Line Items] | |||
Common stock, par value | $ 0.0001 | ||
Percentage of commission on gross sales proceeds | 3.00% | ||
Number of shares sold | 40,300 | ||
Selling price per share | $ 6.63 | $ 6.63 | |
Net proceeds from sale of shares | $ 259,000 | ||
ATM Agreement | Jefferies | Common Stock | Maximum | |||
Stockholders Equity Note [Line Items] | |||
Aggregate offering price | $ 15,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Feb. 28, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | |
Commitments And Contingencies [Line Items] | |||
Operating leases expire | 2022 | ||
Restricted cash | $ 182,000 | $ 182,000 | |
Short-term lease asset | 1,264,000 | 1,506,000 | |
Short-term lease liability | 393,000 | $ 353,000 | |
Operating sublease term | 3 years | ||
Short-term Leases Recognized on Straight-line Basis | |||
Commitments And Contingencies [Line Items] | |||
Short-term lease asset | 0 | ||
Short-term lease liability | 0 | ||
Letter of Credit | |||
Commitments And Contingencies [Line Items] | |||
Restricted cash | 182,000 | ||
Letter of Credit | Lease Agreement Require Standby Letter of Credit | |||
Commitments And Contingencies [Line Items] | |||
Restricted cash | $ 182,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Maturity Analysis of Annual Undiscounted Cash Flows of Operating Lease Liabilities (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Year ended: | |
December 31, 2019 | $ 131 |
December 31, 2020 | 528 |
December 31, 2021 | 537 |
December 31, 2022 | 496 |
Total minimum lease payments | 1,692 |
Less imputed interest | (247) |
Total | $ 1,445 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Lease Cost and Other Information of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Lease cost: | ||
Operating lease cost | $ 368 | $ 348 |
Short-term lease cost | 6 | 6 |
Sublease income | (38) | (26) |
Total lease cost | 336 | 328 |
Other information | ||
Cash paid for amounts included in the measurement of lease liabilities | 384 | 302 |
Operating cash flows from operating leases | $ (21) | $ 55 |
Weighted-average remaining lease term - operating leases | 3 years 2 months 12 days | 4 years 2 months 12 days |
Weighted-average discount rate - operating leases | 10.10% | 10.10% |