Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 25, 2020 | Jun. 30, 2019 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Fiscal Year Focus | 2019 | ||
Entity Registrant Name | Cidara Therapeutics, Inc. | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Central Index Key | 0001610618 | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 40,513,558 | ||
Entity Public Float | $ 43.5 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 50,268 | $ 74,562 |
Restricted cash | 10,000 | 0 |
Accounts receivable, prepaid expenses and other current assets | 5,546 | 2,567 |
Total current assets | 65,814 | 77,129 |
Property and equipment, net | 429 | 712 |
Operating lease right-of-use asset | 1,632 | |
Other assets | 1,101 | 1,271 |
Total assets | 68,976 | 79,112 |
Current liabilities: | ||
Accounts payable | 1,887 | 2,846 |
Accrued liabilities | 4,068 | 3,883 |
Accrued compensation and benefits | 3,658 | 2,824 |
Deferred revenue | 9,803 | 0 |
Current portion of term loan | 9,965 | 9,928 |
Current portion of lease liability | 818 | |
Contingent forward purchase obligation | 0 | 411 |
Total current liabilities | 30,199 | 19,892 |
Lease liability | 942 | |
Other long-term liabilities | 0 | 81 |
Total liabilities | 31,141 | 19,973 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value; 200,000,000 shares authorized at December 31, 2019 and 2018; 33,838,466 shares issued and outstanding at December 31, 2019; 27,816,014 shares issued and outstanding at December 31, 2018 | 3 | 3 |
Additional paid-in capital | 297,659 | 277,871 |
Accumulated deficit | (259,827) | (218,735) |
Total stockholders' equity | 37,835 | 59,139 |
Total liabilities and stockholders' equity | 68,976 | 79,112 |
Series X Convertible Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock | 0 | 0 |
Total stockholders' equity | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding (in shares) | 565,231 | |
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 33,838,466 | 27,816,014 |
Common stock, shares outstanding (in shares) | 33,838,466 | 27,816,014 |
Series X Convertible Preferred Stock | ||
Preferred stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 565,231 | 445,231 |
Preferred stock, shares outstanding (in shares) | 565,231 | 445,231 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Revenues | $ 20,915 | $ 0 | $ 0 |
Operating expenses: | |||
Research and development | 46,401 | 49,142 | 42,823 |
General and administrative | 16,238 | 14,143 | 12,898 |
Total operating expenses | 62,639 | 63,285 | 55,721 |
Loss from operations | (41,724) | (63,285) | (55,721) |
Other income (expense): | |||
Change in fair value of contingent forward purchase obligation | 411 | 3,851 | 0 |
Interest income (expense), net | 221 | 629 | (7) |
Other expense | 0 | (211) | 0 |
Total other income (expense) | 632 | 4,269 | (7) |
Net loss | (41,092) | (59,016) | (55,728) |
Recognition of beneficial conversion feature | 0 | (10,329) | 0 |
Net loss attributable to common shareholders | $ (41,092) | $ (69,345) | $ (55,728) |
Basic and diluted net loss per common share (USD per share) | $ (1.41) | $ (2.76) | $ (3.18) |
Shares used to compute basic and diluted net loss per common share (in shares) | 29,093,174 | 25,142,976 | 17,500,853 |
Net loss | $ (41,092) | $ (59,016) | $ (55,728) |
Unrealized gain (loss) on short-term investments | 0 | 8 | (7) |
Comprehensive loss | $ (41,092) | $ (59,008) | $ (55,735) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Series X Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Other Comprehensive Loss | Registered direct offering | Registered direct offeringSeries X Convertible Preferred Stock | Registered direct offeringCommon Stock | Registered direct offeringAdditional Paid-In Capital | Private Placement, Stock Purchase Agreement | Private Placement, Stock Purchase AgreementCommon Stock | Private Placement, Stock Purchase AgreementAdditional Paid-In Capital | Controlled Equity Sales Agreement, Cantor Fitzgerald and Company | Controlled Equity Sales Agreement, Cantor Fitzgerald and CompanyCommon Stock | Controlled Equity Sales Agreement, Cantor Fitzgerald and CompanyAdditional Paid-In Capital |
Balance, beginning (in shares) at Dec. 31, 2016 | 0 | 16,771,314 | ||||||||||||||
Balance, beginning at Dec. 31, 2016 | $ 88,179 | $ 0 | $ 2 | $ 181,840 | $ (93,662) | $ (1) | ||||||||||
Issuance of stock (in shares) | 3,600,178 | |||||||||||||||
Issuance of stock | 20,771 | $ 0 | 20,771 | |||||||||||||
Stock-based compensation | 5,696 | 5,696 | ||||||||||||||
Vesting of restricted shares (in shares) | 19,055 | |||||||||||||||
Vesting of restricted shares | 44 | 44 | ||||||||||||||
Issuance of common stock for exercise of stock options (in shares) | 38,332 | |||||||||||||||
Issuance of common stock for exercise of stock options | 228 | 228 | ||||||||||||||
Issuance of common stock for restricted share units vested (in shares) | 2,500 | |||||||||||||||
Issuance of common stock for restricted share units vested | 18 | 18 | ||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 94,309 | |||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan | 543 | 543 | ||||||||||||||
Unrealized gain (loss) on short-term investments | (7) | (7) | ||||||||||||||
Net loss | (55,728) | (55,728) | ||||||||||||||
Balance, ending (in shares) at Dec. 31, 2017 | 0 | 20,525,688 | ||||||||||||||
Balance, ending at Dec. 31, 2017 | 59,744 | $ 0 | $ 2 | 209,140 | (149,390) | (8) | ||||||||||
Issuance of stock (in shares) | 847,937 | 445,231 | 6,185,987 | |||||||||||||
Issuance of stock | 6,440 | 6,440 | $ 45,458 | $ 1 | $ 45,457 | |||||||||||
Beneficial conversion feature of Series X Convertible Preferred Stock | 0 | 10,329 | (10,329) | |||||||||||||
Stock-based compensation | 5,710 | 5,710 | ||||||||||||||
Vesting of restricted shares (in shares) | 9,305 | |||||||||||||||
Vesting of restricted shares | 21 | 21 | ||||||||||||||
Issuance of common stock for exercise of stock options (in shares) | 89,031 | |||||||||||||||
Issuance of common stock for exercise of stock options | 204 | 204 | ||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 158,066 | |||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan | 570 | 570 | ||||||||||||||
Unrealized gain (loss) on short-term investments | 8 | 8 | ||||||||||||||
Net loss | (59,016) | (59,016) | ||||||||||||||
Balance, ending (in shares) at Dec. 31, 2018 | 445,231 | 27,816,014 | ||||||||||||||
Balance, ending at Dec. 31, 2018 | 59,139 | $ 0 | $ 3 | 277,871 | (218,735) | 0 | ||||||||||
Issuance of stock (in shares) | 4,781,408 | 2,095,887 | ||||||||||||||
Issuance of stock | $ 9,008 | $ 9,008 | $ 5,289 | $ 5,289 | ||||||||||||
Issuance of Series X Convertible Preferred Stock in exchange for common stock (in shares) | 120,000 | (1,200,000) | ||||||||||||||
Issuance of Series X Convertible Preferred Stock in exchange for common stock | 0 | |||||||||||||||
Stock-based compensation | $ 5,073 | 5,073 | ||||||||||||||
Issuance of common stock for exercise of stock options (in shares) | 2,952 | 2,952 | ||||||||||||||
Issuance of common stock for exercise of stock options | $ 7 | 7 | ||||||||||||||
Issuance of common stock for restricted share units vested (in shares) | 99,704 | |||||||||||||||
Issuance of common stock for restricted share units vested | 0 | |||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 242,501 | |||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan | 411 | 411 | ||||||||||||||
Unrealized gain (loss) on short-term investments | 0 | |||||||||||||||
Net loss | (41,092) | (41,092) | ||||||||||||||
Balance, ending (in shares) at Dec. 31, 2019 | 565,231 | 33,838,466 | ||||||||||||||
Balance, ending at Dec. 31, 2019 | $ 37,835 | $ 0 | $ 3 | $ 297,659 | $ (259,827) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities: | |||
Net loss | $ (41,092) | $ (59,016) | $ (55,728) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 328 | 523 | 667 |
Stock-based compensation | 5,073 | 5,710 | 5,714 |
Non-cash interest expense | 28 | 43 | 61 |
Amortization of discount or premium on short-term investments | 0 | 31 | (33) |
Amortization of debt issue costs | 8 | 13 | 18 |
Operating lease right-of-use assets and liabilities, net | 47 | ||
Deferred rent | 0 | 30 | (29) |
Change in fair value of contingent forward purchase obligations | (411) | (3,851) | 0 |
Contingent forward purchase obligation offering costs | 0 | 211 | 0 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (2,946) | (211) | (1,481) |
Deferred revenue | 9,803 | 0 | 0 |
Accounts payable and accrued liabilities | (784) | (59) | 642 |
Accrued compensation and benefits | 1,244 | 822 | 453 |
Other assets | 170 | (951) | (193) |
Net cash used in operating activities | (28,532) | (56,705) | (49,909) |
Investing activities: | |||
Purchases of short-term investments | 0 | (14,548) | (19,523) |
Maturities of short-term investments | 0 | 29,026 | 24,300 |
Purchases of property and equipment | (35) | (177) | (306) |
Net cash (used in) provided by investing activities | (35) | 14,301 | 4,471 |
Financing activities: | |||
Proceeds from Registered Direct Offering, net of offering costs | 0 | 49,509 | 0 |
Proceeds from exercise of stock options | 7 | 204 | 228 |
Deferred public offering costs | (31) | 0 | 0 |
Repurchase of unvested restricted stock | 0 | 0 | (79) |
Net cash provided by financing activities | 14,273 | 56,153 | 20,884 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (14,294) | 13,749 | (24,554) |
Cash, cash equivalents, and restricted cash at beginning of year | 74,562 | 60,813 | 85,367 |
Cash, cash equivalents, and restricted cash at end of year | 60,268 | 74,562 | 60,813 |
Supplemental disclosure of cash flows: | |||
Interest paid | 616 | 582 | 511 |
Non-cash investing activity: | |||
Property and equipment acquired but not yet paid | 10 | 14 | 30 |
Non-cash financing activities: | |||
Vesting of early exercised stock options | 0 | 21 | 44 |
Purchase of shares pursuant to Employee Stock Purchase Plan | 411 | 570 | 543 |
Receivable for issuance of common stock, net of offering costs | 0 | 0 | 36 |
Private Placement, Stock Purchase Agreement | |||
Financing activities: | |||
Proceeds from issuance of common stock | 9,008 | 0 | 0 |
Controlled Equity Sales Agreement, Cantor Fitzgerald and Company | |||
Financing activities: | |||
Proceeds from issuance of common stock | $ 5,289 | $ 6,440 | $ 20,735 |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Basis of Presentation | THE COMPANY AND BASIS OF PRESENTATION Description of Business Cidara Therapeutics, Inc., or the Company, was originally incorporated in Delaware in December 2012 as K2 Therapeutics, Inc., and its name was changed to Cidara Therapeutics, Inc. in July 2014. The Company is a biotechnology company focused on the discovery, development and commercialization of novel anti-infectives. The Company’s portfolio is comprised of a proprietary product candidate for the treatment and prevention of serious fungal infections. The Company is also conducting research in bacterial and viral infection. T he Company formed wholly-owned subsidiaries, Cidara Therapeutics UK Limited, in England, and Cidara Therapeutics (Ireland) Limited, in Ireland, in March 2016 and October 2018, respectively, for the purpose of developing its product candidates in Europe. Basis of Presentation The Company has a limited operating history and the sales and income potential of the Company’s business and market are unproven. The Company has experienced net losses and negative cash flows from operating activities since its inception. At December 31, 2019 , the Company had an accumulated deficit of $259.8 million . The Company expects to continue to incur net losses into the foreseeable future. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company’s cost structure. At December 31, 2019 , the Company had cash, cash equivalents and restricted cash of $60.3 million . Based on the Company’s current business plan, management believes that existing cash and cash equivalents will not be sufficient to fund the Company’s obligations for twelve months from the issuance of these financial statements. The Company’s ability to execute its operating plan depends on its ability to obtain additional funding through equity offerings, debt financings or potential licensing and collaboration arrangements. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. However, the Company’s current working capital, anticipated operating expenses and net losses and the uncertainties surrounding its ability to raise additional capital as needed, as discussed below, raise substantial doubt about its ability to continue as a going concern for a period of one year following the date that these financial statements are issued. The consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company plans to continue to fund its losses from operations through cash and cash equivalents on hand, as well as through future equity offerings, debt financings, other third party funding, and potential licensing or collaboration arrangements. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to the Company. Even if the Company raises additional capital, it may also be required to modify, delay or abandon some of its plans which could have a material adverse effect on the Company’s business, operating results and financial condition and the Company’s ability to achieve its intended business objectives. Any of these actions could materially harm the Company’s business, results of operations and future prospects. Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or 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 reporting period. The Company evaluates its estimates and assumptions on an ongoing basis. The most significant estimates in the Company’s consolidated financial statements relate to estimating the fair value of the Company’s stock options, estimated collaboration expenses and incurred expenses related to the Mundipharma Collaboration Agreement, the fair value of the Company's contingent forward purchase obligations, and certain accruals, including those related to nonclinical and clinical activities. Although the estimates are based on the Company’s knowledge of current events, comparable companies, and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash, Cash Equivalents, and Restricted Cash The Company considers all short-term investments purchased with a maturity of three months or less when acquired to be cash equivalents. Restricted cash represents cash that the Company is required to maintain on hand in order to maintain compliance with an operating covenant in the Third Amendment to the Company's Loan Agreement with Pacific Western Bank. See Note 5 for more information. Property and Equipment The Company records property and equipment at cost, which consists of lab equipment, computer equipment and software, office equipment, furniture and fixtures and leasehold improvements. Property and equipment is depreciated using the straight-line method over the estimated useful lives (generally three to seven years). Leasehold improvements are amortized over the lesser of their useful life or the remaining lease term, including any renewal periods that are deemed to be reasonably assured. Repair and maintenance costs are expensed as incurred. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company invests its cash balances in financial institutions that it believes have high credit quality, has not experienced any losses on such accounts and does not believe it is exposed to significant credit risk. Patent Costs The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs are included in general and administrative expenses in the accompanying statements of operations. Income Taxes The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes , or ASC 740, in reporting deferred income taxes. The ASC 740 requires a company to recognize deferred tax assets and liabilities for expected future income tax consequences of events that have been recognized in the Company’s consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in the years in which the temporary differences are expected to reverse. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions pursuant to ASC 740, which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax position meets this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. Revenue Recognition The Company recognizes revenue is accordance with ASC Topic 606, Revenue from Contracts with Customers , which applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In a contract with multiple performance obligations, the Company must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation, which determines how the transaction price is allocated among the performance obligations. The estimation of the stand-alone selling price(s) may include estimates regarding forecasted revenues or costs, development timelines, discount rates, and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if it can be satisfied at a point in time or over time. Any change made to estimated progress towards completion of a performance obligation and, therefore, revenue recognized will be recorded as a change in estimate. In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in a contract, the Company recognizes revenues from the transaction price allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from the allocated transaction price. The Company evaluates the measure of progress at each reporting period and, if necessary, adjusts the measure of performance and related revenue or expense recognition as a change in estimate. At the inception of each arrangement that includes milestone payments, the Company evaluates whether the milestones are considered probable of being reached. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s or a collaboration partner’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of milestones that are within its or a collaboration partner’s control, such as operational developmental milestones and any related constraint, and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which will affect collaboration revenues and earnings in the period of adjustment. Revisions to the Company’s estimate of the transaction price may also result in negative collaboration revenues and earnings in the period of adjustment. For arrangements that include sales-based royalties, including commercial milestone payments based on the level of sales, and a license is deemed to be the predominant item to which the royalties relate, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied, or partially satisfied. To date, the Company has not recognized any royalty revenue from collaborative arrangements. In September 2019, the Company entered into a Collaboration and License Agreement (the Collaboration Agreement) with Mundipharma Medical Company (Mundipharma). The Company concluded that there were three significant performance obligations under the Collaboration Agreement: the license, the research and development services, and the clinical supply services, and that the obligations are distinct from each other. Revenue associated with the license was recognized upon delivery in September 2019. The Company concluded that progress towards completion of the research and development and clinical supply performance obligations related to the Collaboration Agreement is best measured in an amount proportional to the collaboration expenses incurred and the total estimated collaboration expenses. The Company periodically reviews and updates the estimated collaboration expenses, when appropriate, which may adjust revenue recognized for the period. While such changes to the Company’s estimates have no impact on the Company’s reported cash flows, the amount of revenue recorded in the period could be materially impacted. The transaction price to be recognized as revenue under the Collaboration Agreement consists of the upfront payment and estimated reimbursable research and development and clinical supply costs. Potential future payments for variable consideration, such as clinical, regulatory or commercial milestones, will be recognized when it is probable that, if recorded, a significant reversal will not take place. Potential future royalty payments will be recorded as revenue when the associated sales occur. See Note 8 - Significant Agreements and Contracts for more information. Grant Funding The Company has received research and development funding through a grant from CARB-X, a public-private partnership focused on antibacterials. The Company has also been awarded a partnership grant with Rutgers University from the NIAID. The Company has evaluated the terms of the grants to assess its obligations and the classification of funding received. Amounts billable for funded research and development are recognized in the statement of operations as a reduction to research and development expense over the grant period as the related costs are incurred to meet the Company's obligations. Research and Development Costs Research and development expenses consist of wages, benefits and stock-based compensation charges for research and development employees, scientific consultant fees, facilities and overhead expenses, laboratory supplies, manufacturing expenses, and nonclinical and clinical trial costs. The Company accrues nonclinical and clinical trial expenses based on work performed, which relies on estimates of total costs incurred based on patient enrollment, completion of studies, and other events. Costs incurred in purchasing technology assets and intellectual property are charged to research and development expense if the technology has not been conclusively proven to be feasible and has no alternative future use. Preclinical and Clinical Trial Accruals The Company makes estimates of its accrued expenses as of each balance sheet date in the financial statements based on the facts and circumstances known at that time. Accrued expenses for preclinical studies and clinical trials are based on estimates of costs incurred and fees that may be associated with services provided by contract research organizations, or CROs, clinical trial investigational sites and other clinical trial-related activities. Payments under certain contracts with such parties depend on factors such as successful enrollment of patients, site initiation and the completion of clinical trial milestones. In accruing for these services, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If possible, the Company obtains information regarding unbilled services directly from these service providers. However, the Company may be required to estimate these services based on other available information. If the Company underestimates or overestimates the activities or fees associated with a study or service at a given point in time, adjustments to research and development expenses may be necessary in future periods. Historically, estimated accrued liabilities have approximated actual expense incurred. Subsequent changes in estimates may result in a material change in accruals. Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and/or circumstances from non-owner sources. The Company’s only component of other comprehensive loss is unrealized gains (losses) on short-term investments. Comprehensive losses have been reflected in the consolidated statements of operations and comprehensive loss and as a separate component of the statements of convertible preferred stock and stockholders’ equity (deficit) for all periods presented. Stock-based Compensation The Company accounts for stock-based compensation expense related to employee stock options and employee stock purchase plan rights by estimating the fair value on the date of grant using the Black-Scholes option pricing model. The fair value of Restricted Stock Units (RSUs) and Performance-based RSUs (PRSUs) granted to employees is estimated based on the closing price of the Company's common stock on the date of grant. For awards subject to time-based vesting conditions, stock-based compensation expense is recognized ratably over the requisite service period of the awards. For awards subject to performance-based vesting conditions, the Company assesses the probability of achievement of the individual milestones under the stock-based awards and recognizes stock-based compensation expense over the implicit service period commencing once the Company believes the performance criteria is probable of achievement. The Company accounts for stock options, RSUs, and PRSUs granted to non-employees using the fair value approach. These stock-based awards are subject to periodic revaluation over their vesting terms. The Company recognizes forfeitures related to stock-based compensation as they occur. Net Loss Per Share Basic net loss per share is calculated by dividing the net loss allocable to common shares by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss allocable to common shares by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Dilutive common stock equivalents are comprised of warrants, Series X Convertible Preferred stock, unvested restricted common stock subject to repurchase, and RSUs and options outstanding under the Company’s stock option plans. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding. The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because to do so would be anti-dilutive (in common stock equivalent shares): December 31, 2019 2018 Common stock warrants 12,517,328 12,517,328 Series X Convertible Preferred stock 5,652,310 4,452,310 Common stock options, RSUs and PRSUs issued and outstanding 5,360,563 4,392,671 Total 23,530,201 21,362,309 Fair Value of Financial Instruments The Company follows ASC 820-10 issued by the FASB with respect to fair value reporting for financial assets and liabilities. The guidance defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance does not apply to measurements related to share-based payments. The guidance discusses valuation techniques such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The Company’s financial instruments consist of cash and cash equivalents, restricted cash, marketable securities, contingent forward purchase obligations, and long-term debt. Fair value estimates of these instruments are made at each reporting period end based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses, accounts payable, and accrued liabilities are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. The fair value of short-term investments is based upon market prices quoted on the last day of the fiscal period or other observable market inputs. The fair value of contingent forward purchase obligations is based on a probability-weighted valuation approach (See Note 3). The Company believes that the fair value of long-term debt approximates its carrying value. Recently Issued Accounting Standards Recently Issued Accounting Standards Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, "Simplifying the Accounting for Income Taxes," which eliminates certain exceptions within ASC 740, Income Taxes, and clarifies other aspects of the current guidance to promote consistency among reporting entities. The updated guidance is effective for interim and annual periods beginning after December 15, 2020. Early adoption is permitted. The Company does not expect the standard to have a material impact on its financial statements upon adoption. In August 2018, the FASB issued ASU 2018-13, "Changes to the Disclosure Requirements for Fair Value Measurement," which modifies certain disclosure requirements on fair value measurements. The updated guidance is effective for interim and annual periods beginning after December 15, 2019, and early adoption is permitted. The Company does not expect the standard to have a material impact on its financial statements upon adoption. In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." The updated guidance replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The updated guidance is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. Recently Adopted Accounting Standards In March 2019, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2019-01, "Leases (Topic 842): Codification Improvements." In July 2018, the FASB issued Accounting Standards Update No. 2018-11, "Leases (Topic 842): Targeted Improvements" and Accounting Standards Update No. 2018-10, "Codification Improvements to Topic 842, Leases." These updates provide additional clarification, an optional transition method, a practical expedient and implementation guidance on the previously issued Accounting Standards Update No. 2016-02, "Leases (Topic 842)." Collectively, these updates supersede the lease guidance in Accounting Standards Codification, or ASC, Topic 840 and require lessees to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. Concurrently, lessees are required to recognize a right of use asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. We adopted this standard on January 1, 2019 by applying the optional transition method on the adoption date and did not adjust comparative periods. We also elected the package of practical expedients permitted, which among other things, allowed us to carry forward the lease classification for our existing leases. The adoption of this standard impacted our 2019 opening consolidated balance sheet as we recorded operating lease liabilities of $2.5 million and right of use assets of $2.3 million , which equals the lease liabilities net of accrued rent. The adoption of this standard did not have an impact on our consolidated statements of income or cash flows. During 2018, the FASB issued ASU 2018-07, "Improvements to Nonemployee Share-Based Payment Accounting," which expanded the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. These updates align the guidance for share-based payments to nonemployees with the guidance for share-based payments granted to employees, including the measurement of equity-classified awards, which is fixed at the grant date under the new guidance. The updated guidance is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The Company adopted ASU 2018-07 effective January 1, 2019. The adoption of this standard did not have a material impact on the Company's financial statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The Company follows ASC 820-10, Fair Value Measurements and Disclosures , which among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement determined based on assumptions that market participants would use in pricing an asset or liability. The carrying amounts of accounts payable and accrued liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. Based on the borrowing rates available to the Company for loans with similar terms, which is considered a Level 2 input as described below, the Company believes that the fair value of long-term debt approximates its carrying value. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions, which reflect those that a market participant would use. The Company classifies investments in money market funds within Level 1 as the prices are available from quoted prices in active markets. Investments in commercial paper, corporate debt and reverse repurchase agreements are classified within Level 2 as these instruments are valued using observable market inputs including reported trades, broker/dealer quotes, bids and/or offers. As discussed in Note 6, on May 21, 2018, the Company entered into a subscription agreement with certain investors providing for the purchase and sale of up to an aggregate of $120.0 million of its common stock and preferred stock in three closings. The second and optional third closings and warrants related to the optional third closing, which are triggered by the Company's announcement of topline data of Part B of its STRIVE Phase 2 clinical trial of rezafungin, contain features for subsequent closings that are not solely within the control of the Company and that embody an obligation that the Company must settle by issuing a variable number of shares when the obligation is based predominantly on having a fixed value at inception. In accordance with ASC 480, "Distinguishing Liabilities from Equity," the Company determined that these closings are classified as liabilities and represent contingent forward purchase obligations. These liabilities are required to be recorded at their estimated fair value initially and on a recurring basis. The contingent forward purchase obligations are classified within Level 3 of the fair value hierarchy as the Company is using a probability-weighted valuation approach, utilizing significant unobservable inputs including the probability and estimated timing of achieving positive or negative results associated with Part B of the STRIVE Phase 2 clinical trial and estimated discount rates related to the risk of achievement of the expected equity issuances. The liability was initially recorded at $4.3 million on May 21, 2018. Fair value adjustments resulting in a gains of $0.4 million and $3.9 million were recorded during the years ended December 31, 2019 and 2018 , respectively. The contingent forward purchase obligation had no value as of December 31, 2019 and was valued at $0.4 million as of ended December 31, 2018. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. The following tables summarize the Company’s financial instruments measured at fair value on a recurring basis (in thousands): TOTAL LEVEL 1 LEVEL 2 LEVEL 3 December 31, 2019 Assets: Cash and money market accounts $ 50,268 $ 50,268 $ — $ — Restricted cash and money market accounts 10,000 10,000 — — $ 60,268 $ 60,268 $ — $ — December 31, 2018 Assets: Cash and money market accounts $ 74,562 $ 74,562 $ — $ — Total assets at fair value $ 74,562 $ 74,562 $ — $ — Liabilities: Contingent forward purchase obligations $ 411 $ — $ — $ 411 Total liabilities at fair value $ 411 $ — $ — $ 411 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment consisted of the following (in thousands): December 31, 2019 2018 Laboratory equipment $ 2,104 $ 2,114 Leasehold improvements 425 425 Computer hardware and software 481 455 Office equipment 119 119 Furniture and fixtures 142 142 3,271 3,255 Less accumulated depreciation and amortization (2,842 ) (2,543 ) Total $ 429 $ 712 Depreciation and amortization of property and equipment of $0.3 million , $0.5 million and $0.7 million were recorded for the years ended December 31, 2019 , 2018 and 2017 respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | DEBT On October 3, 2016, the Company entered into a loan and security agreement, (the "Loan Agreement"), with Pacific Western Bank, as the collateral agent and a lender (the "Lender"), pursuant to which the Lender agreed to lend to the Company up to $20.0 million in a series of term loans. Contemporaneously, the Company borrowed $10.0 million from the Lender (the "Term A Loan"). Under the terms of the Loan Agreement, because the Company achieved positive clinical results from the STRIVE Phase 2 clinical trial of rezafungin by March 31, 2018 (the "Milestone"), the Company had the option to borrow, at its sole discretion, until; October 3, 2018, from the Lender up to an additional $10.0 million (the "Term B Loan,"). The Company did not borrow any funds available under the Term B Loan before the draw period ended. The Company’s obligations under the Loan Agreement are secured by a first priority security interest in substantially all of the Company’s current and future assets, other than its intellectual property, which is subject to a double negative pledge. The Company may prepay the borrowed amounts, provided that the Company will be obligated to pay a prepayment fee equal to (i) 2.0% of the applicable principal amount of the Term Loan if the prepayment occurs before the first anniversary of the applicable funding date, and (ii) 1.0% of the applicable principal amount of the Term Loan if the prepayment occurs after the first anniversary of the funding date of such Term Loan but on or prior to the second anniversary of the funding date of such Term Loan. While any amounts are outstanding under the Loan Agreement, the Company is subject to a number of affirmative and restrictive covenants, including covenants regarding dispositions of property, business combinations or acquisitions, incurring additional indebtedness and transactions with affiliates, among other customary covenants. The Company is also restricted from paying dividends or making other distributions or payments on its capital stock, subject to limited exceptions. Pursuant to the Loan Agreement, on October 3, 2016, the Company issued to the Lender a warrant to purchase an aggregate of up to 17,331 shares of the Company’s common stock at an exercise price of $11.54 per share. If the Company borrows additional amounts under the Loan Agreement, it will, in connection with any such borrowing, issue the Lender an additional warrant to purchase that number of shares of the Company’s common stock as is equal to 2.0% of the additional principal amount borrowed divided by the exercise price. The exercise price shall be equal to the 30 -day average closing price of the Company’s common stock, calculated as of the date immediately prior to the date of such additional borrowing. The warrants are immediately exercisable and will expire ten years from the date of the grant. On June 13, 2018, the Company and the Lender entered into a First Amendment to the Loan Agreement, which reset the Milestone to require the Company to achieve positive data from Part B of the STRIVE Phase 2 clinical trial of rezafungin on or prior to July 31, 2019. On July 27, 2018, the Company and the Lender entered into a Second Amendment to the Loan Agreement, which amended, among other things, the interest-only period, the date of maturity (the "Maturity Date") and the interest rate. The interest-only period will be followed by equal monthly payments of principal and interest. The Term Loans will bear interest at a variable annual rate equal to the greater of (i) 4.5% or (ii) the Lender’s prime interest rate plus 0.75% . At December 31, 2019 , the Term Loans bear interest at 5.50% . On July 29, 2019, the Company announced positive data from Part B of the STRIVE clinical trial, which satisfied the Milestone. Within 30 days of satisfying the Milestone, the Company was required to agree with the Lender on an amendment to the Loan Agreement to define a new financial covenant and/or Milestone for fiscal year 2019 and all subsequent fiscal years during the term of the Loan Agreement. On August 27, 2019, the Lender extended the deadline to execute this amendment to October 15, 2019, and on October 11, 2019, the Lender further extended this deadline until November 7, 2019. On November 5, 2019, the Company and the Lender entered into a Third Amendment to the Loan Agreement, which reset the operating covenant to require the Company to maintain cash equal to or greater than the Company's outstanding indebtedness to the Lender, which is equivalent to a compensating balance and results in a restricted cash balance of $10.0 million as of December 31, 2019 . The amendment also extended the interest-only period through April 3, 2020 and the maturity date through July 3, 2022. The Company evaluated the First, Second and Third Amendments to evaluate whether the amendments represented modifications or extinguishment of debt. The Company determined that the amendments did not represent a substantial change from the original Loan Agreement and accounted for the amendments as debt modifications. Costs previously deferred under the original terms of the Loan Agreement are amortized into interest expense over the new term of the Third Amendment. Upon the occurrence of certain events, including but not limited to the Company’s failure to satisfy its payment obligations under the Loan Agreement, the breach of certain of its other covenants under the Loan Agreement, or the occurrence of a material adverse change, the Lender has the right, among other remedies, to declare all principal and interest and other amounts due to the Lender under the Loan Agreement immediately due and payable. The principal payments due under the Loan Agreement have been classified as a current liability at December 31, 2019 due to the considerations discussed in Note 1 and the assessment that the material adverse change clause under the Loan Agreement is not within the Company's control. The Company has not been notified of an event of default by the Lenders as of the date of the filing of this Form 10-K. As of December 31, 2019 , future principal payments due under the Third Amendment of the Term A Loan are as follows (in thousands): Year ended: December 31, 2020 $ 2,963 December 31, 2021 4,444 December 31, 2022 2,593 Total future principal payments due under the Term A Loan $ 10,000 The fair value of the warrants to purchase common stock issued in connection with Term Loan A was estimated on the date of issuance using the Black-Scholes valuation model and recorded to additional paid-in capital. The fair value of the warrants on the date of issuance as well as the debt issue costs incurred in connection with the entry into the Loan Agreement are presented as a direct deduction from the carrying amount of the term loan on the consolidated balance sheet and are being amortized utilizing the effective interest method over the term of the loan. The Company recorded interest expense for the amortization of the fair value of the warrants and debt issue costs of $36,000 , $56,000 and $78,000 for the years ended December 31, 2019 , 2018 and 2017 , respectively, for the amortization of the fair value of the warrants and debt issue costs. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY Mundipharma Stock Purchase Agreement — On September 3, 2019, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Mundipharma AG (the “Purchaser”), a related party, pursuant to which the Company issued to the Purchaser 4,781,408 shares of its common stock (the “Shares”) in a private placement at a price per share of $1.884 (a 20% premium to the volume weighted average price of the Company’s common stock for the 10 trading days prior to September 3, 2019) for an aggregate purchase price of approximately $9.0 million . Under the Purchase Agreement, until September 3, 2020 (the “Lock-Up Period”), the Purchaser may not transfer or sell the Shares without the prior written consent of the Company. In addition, the Company agreed to (i) no later than 90 days prior to the expiration of the Lock-Up Period, file a registration statement with the U.S. Securities and Exchange Commission covering the resale by the Purchaser of the Shares, (ii) cause such registration statement to become effective as soon as practicable following the filing thereof and (iii) take all other actions as may be necessary to keep such registration statement continuously effective during the timeframes set forth in the Purchase Agreement. If the Company fails to comply with certain obligations with respect to filing and securing effectiveness of such registration statement, the Company would be obligated to pay liquidated damages to the Purchaser in the amount of 1% of the total purchase price of the Shares for each applicable 30 -day period, up to an aggregate maximum of 6% of the purchase price, so long as the event giving rise to the damages remains uncured. May 2018 Registered Direct Offering — On May 21, 2018, the Company entered into a subscription agreement with certain investors providing for the purchase and sale, in a registered direct offering, of up to an aggregate of $120.0 million of its common stock and preferred stock in three closings. On May 23, 2018, the Company completed the first closing, which was comprised of 6,185,987 shares of common stock at an offering price of $4.70 per share, 445,231 shares of Series X Convertible Preferred Stock at an offering price of $47.00 per share, and an option fee relating to the third closing paid by the investors for a total of $0.5 million . In a private placement concurrent with the first closing (the “First Private Placement”), the Company also sold warrants, at $0.125 per warrant share, to purchase an aggregate of 12,499,997 shares of common stock. Net proceeds for the first closing and the First Private Placement were $49.5 million . The Company performed an analysis to allocate the proceeds from the May 2018 registered direct offering to the offering's various components on a relative fair value basis, including the contingent forward purchase obligations (discussed further in Note 4) as well as the common stock, Series X Convertible Preferred Stock, warrants, and option fee. With respect to the Series X Convertible Preferred Stock, because the adjusted conversion price on the commitment date (following the allocation of proceeds on a fair value basis) was below the fair value of the common stock at the date of issuance, a beneficial conversion feature with a calculated fair value of $10.3 million existed at the issuance date. The beneficial conversion feature is amortized as a deemed dividend to the preferred holders. As the Series X Convertible Preferred Stock is fully convertible at issuance, the full amortization of the $10.3 million was recorded at issuance as a one-time deemed dividend on May 23, 2018. This one-time, non-cash deemed dividend impacted net loss attributable to common stockholders and net loss attributable to common stockholders per share for the year ended December 31, 2018. The second closing of the registered direct offering was contingent on the Company's announcement of topline data from Part B of its STRIVE global randomized Phase 2 clinical trial of rezafungin provided that the Company would not be obligated to complete the second closing if the purchase price was less than $4.70 per share, and the third closing of the registered direct offering was to occur after the second closing, but at the Company's option. On July 29, 2019, the Company announced positive data from Part B of its STRIVE clinical trial. Because the volume weighted average price of the Company's common stock for the five trading days following the public release of topline data from Part B of the STRIVE clinical trial of rezafungin was below $6.81 , the resulting purchase price for the second and third closings of the May 2018 registered direct offering would have been less than $4.70 per share. Accordingly, the Company was unable to complete the second and third closings without first obtaining the approval of its stockholders. On August 7, 2019, the Company notified the purchasers in the May 2018 registered direct offering that it had elected not to consummate the second closing of the offering. Accordingly, the obligations of the parties to the registered direct offering terminated and are of no further force or effect, and the second closing will not be held. As a result of this election, the optional third closing of the offering and the related concurrent private placement of warrants will not be held. Preferred Stock — Under the amended and restated certificate of incorporation, the Company’s board of directors has the authority, without further action by the stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding. The Company had 10,000,000 shares of preferred stock authorized at December 31, 2019 . In May 2018, the Company designated 5,000,000 shares of preferred stock as Series X Convertible Preferred Stock with a par value of $0.0001 per share. On March 22, 2019, the Company entered into an Exchange Agreement with Biotechnology Value Fund, L.P., and certain of its affiliated entities (collectively, “BVF”), pursuant to which BVF, without monetary consideration, agreed to exchange an aggregate of 1,200,000 shares of the Company’s common stock for an aggregate of 120,000 shares of the Company’s Series X Convertible Preferred Stock. As of December 31, 2019 , 565,231 shares of Series X Convertible Preferred Stock were issued and outstanding. The specific terms of the Series X Convertible Preferred Stock are as follows: Conversion: Each share of Series X Convertible Preferred Stock is convertible at the option of the holder into 10 shares of common stock. Holders are not permitted to convert Series X Convertible Preferred Stock into common stock if, after conversion, the holder, its affiliates, and any other person whose beneficial ownership of common stock would be aggregated with the holder's for purposes of Section 13(d) or Section 16 of the Exchange Act, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after the conversion. Dividends: Holders of Series X Convertible Preferred Stock are not entitled to receive any dividends except to the extent that dividends are paid on the Company's common stock. If dividends are paid on shares of common stock, holders of Series X Convertible Preferred Stock are entitled to participate in such dividends on an as-converted basis. Liquidation: Upon the liquidation, dissolution, or winding up of the company, each holder of Series X Convertible Preferred Stock will participate pari passu with any distribution of proceeds to holders of common stock. Voting: Shares of Series X Convertible Preferred Stock will generally have no voting rights, except as required by law and except that the consent of the holders of a majority of the outstanding Series X Convertible Preferred Stock will be required to amend the terms of the Series X Convertible Preferred Stock , if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series X Convertible Preferred Stock, or to increase or decrease (other than by conversion) the number of authorized shares of Series X Convertible Preferred Stock. The Company evaluated the Series X Convertible Preferred Stock for liability or equity classification under ASC 480, Distinguishing Liabilities from Equity , and determined that equity treatment was appropriate because the Series X Convertible Preferred Stock did not meet the definition of the liability instruments defined thereunder as convertible instruments. Specifically, the Series X Convertible Preferred Stock does not meet the criteria for classification as an ASC 480 liability. As such, the Series X Convertible Preferred Stock should be recorded as permanent equity. Additionally, the Series X Convertible Preferred Stock is not redeemable for cash or other assets (i) on a fixed or determinable date, (ii) at the option of the holder, and (iii) upon the occurrence of an event that is not solely within control of the Company. Common Stock —The Company had 200,000,000 shares of common stock authorized as of December 31, 2019 . Holders of outstanding shares of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the holders of common stock. Subject to the rights of the holders of any class of the Company’s capital stock having any preference or priority over common stock, the holders of common stock are entitled to receive dividends that are declared by the Company’s board of directors out of legally available funds. In the event of a liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in the net assets remaining after payment of liabilities, subject to prior rights of preferred stock, if any, then outstanding. The common stock has no preemptive rights, conversion rights, redemption rights or sinking fund provisions, and there are no dividends in arrears or default. All shares of common stock have equal distribution, liquidation and voting rights, and have no preferences or exchange rights. In October 2017 the Company closed a private placement transaction pursuant to which an aggregate of 3,360,000 shares of common stock were sold at a price of $6.00 per share. The Company received net proceeds of approximately $18.9 million after deducting placement agent fees and offering expenses. In November 2017 the Company began to sell shares of common stock under a controlled equity offering sales agreement with Cantor Fitzgerald & Co. During the years ended December 31, 2018 and December 31, 2017, the Company sold 847,937 and 240,178 shares of common stock for net proceeds of approximately $6.4 million and $1.8 million , respectively, after deducting placement agent fees. On May 21, 2018, the Company entered into a subscription agreement with certain investors providing for the purchase and sale, in a registered direct offering, of up to an aggregate of $120.0 million of its common stock and preferred stock in three closings. On May 23, 2018, the Company completed the first closing, which included 6,185,987 shares of common stock at an offering price of $4.70 per share. On September 3, 2019, the Company entered into the Purchase Agreement with Mundipharma, pursuant to which the Company issued to Mundipharma 4,781,408 shares of its common stock (in a private placement at a price per share of $1.884 (a 20% premium to the volume weighted average price of the Company’s common stock for the 10 trading days prior to September 3, 2019) for an aggregate purchase price of approximately $9.0 million . In September 2019, the Company began to sell shares of common stock under a controlled equity offering sales agreement with Cantor Fitzgerald & Co. During the year ended December 31, 2019 , the company sold 2,095,887 shares for net proceeds of approximately $5.3 million after deducting placement agent fees. Common Stock Warrants As of December 31, 2019 and 2018 , warrants to purchase 12,517,328 shares of the Company's common stock were outstanding with a weighted average exercise price of $6.82 per share. The warrants had no intrinsic value at December 31, 2019 and 2018 . The intrinsic value of a common stock warrant is the difference between the market price of the common stock at the measurement date and the exercise price of the warrant. Common Stock Reserved for Future Issuance Common stock reserved for future issuance is as follows (in common stock equivalent shares): Years ended December 31, 2019 2018 Common stock warrants 12,517,328 12,517,328 Series X Convertible Preferred stock 5,652,310 4,452,310 Stock options, RSUs and PRSUs issued and outstanding 5,360,563 4,392,671 Authorized for future stock awards 559,898 669,873 Awards available under the ESPP 463,741 706,242 Total 24,553,840 22,738,424 |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plans | EQUITY INCENTIVE PLANS 2015 Equity Incentive Plan In March 2015, the Company’s board of directors and stockholders approved and adopted the 2015 Equity Incentive Plan (“2015 EIP”). Under the 2015 EIP, the Company may grant stock options, stock appreciation rights, restricted stock, RSUs, and other awards to individuals who are employees, officers, directors or consultants of the Company. The number of shares of stock available for issuance under the 2015 EIP will be automatically increased each January 1 by 4% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31 or such lesser number as determined by the Company’s board of directors. Terms of stock award agreements, including vesting requirements, are determined by the board of directors, subject to the provisions of the 2015 EIP. Stock options granted by the Company generally vest over a three - or four -year period. Certain stock options are subject to acceleration of vesting in the event of certain change of control transactions. The stock options may be granted for a term of up to 10 years from the date of grant. The exercise price for stock options granted under the 2015 EIP must be at a price no less than 100% of the estimated fair value of the shares on the date of grant as determined by the board of directors, provided that for an incentive stock option granted to an employee who at the time of grant owns stock representing more than 10% of the voting power of all classes of stock of the Company, the exercise price shall be no less than 110% of the estimated value on the date of grant. 2015 Employee Stock Purchase Plan In March 2015, the Company’s board of directors and stockholders approved and adopted the 2015 Employee Stock Purchase Plan ("ESPP"). The number of shares of stock available for issuance under the ESPP will be automatically increased each January 1 by the lesser of (i) 1% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31, (ii) 490,336 shares, or (iii) such lesser number as determined by the Company’s board of directors. The ESPP allows substantially all employees to purchase the Company’s common stock through a payroll deduction at a price equal to 85% of the lower of the fair market value of the stock as of the beginning or the end of each purchase period. An employee’s payroll deductions under the ESPP are limited to 15% of the employee’s eligible compensation. During the year ended December 31, 2019 , 242,501 shares were issued pursuant to the ESPP. Restricted Stock Units The following table summarizes RSU and PRSU activity during the year ended December 31, 2019 : Number of Outstanding at December 31, 2018 260,000 RSUs and PRSUs granted 259,520 RSUs and PRSUs vested (97,204 ) RSUs and PRSUs canceled (38,431 ) Outstanding at December 31, 2019 383,885 For the year ended December 31, 2019 , stock-based compensation expense related to RSUs and PRSUs was approximately $0.6 million . At December 31, 2019 , estimated unrecognized compensation expense related to RSUs and PRSUs granted to employees was approximately $1.3 million . 2019 Option Exchange On November 20, 2019, the Company commenced an option exchange program pursuant to which it offered to certain employees the option to exchange some or all of their outstanding stock options, whether vested or unvested, for new stock options (the "Option Exchange"). Stock options were eligible for exchange ("Eligible Options") if they had an exercise price greater than greater of (i) $2.28 and (ii) the closing price of the Company's common stock on Wednesday, December 18, 2019 (the "Exchange Date"). An exchange ratio of 1 for 1 was applied to options held by eligible employees who were not executive officers for purposes of Section 16 of the Exchange Act as designated by the Board (a "Section 16 Officer") and an exchange ratio of 1.5 for 1 applied to options held by Section 16 officers. The Option Exchange closed on December 18, 2019. Eligible Options to purchase an aggregate of 1,656,379 shares of the Company's common stock, representing 60.4% of the total shares underlying the Eligible Options were exchanged for new options to purchase 1,529,814 of the Company's common stock at $2.45 per share, the closing price of the Company's common stock on the Exchange Date. All surrendered options were canceled effective as of the closing of the Option Exchange. These new options were granted pursuant to the 2015 EIP and vest over one to three years, subject to the terms of the Option Exchange and expire seven years from the date of grant. The Company determined this option exchange was an option modification. The difference in the fair value of the canceled options immediately prior to the cancellation and the fair value of the modified options resulted in incremental value, of approximately $0.7 million , which was calculated using the Black-Scholes option pricing model. The incremental value of the modified award will be recognized over the requisite service period of the exchanged option. Stock Options The following table summarizes stock option activity during the year ended December 31, 2019 : Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Total Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2018 4,132,671 $ 6.58 7.41 $ 25 Options granted 2,698,964 2.50 Options exercised (2,952 ) 2.29 Options canceled (1,852,005 ) 6.58 Outstanding at December 31, 2019 4,976,678 $ 4.37 7.27 $ 3,880 Vested and expected to vest at December 31, 2019 4,976,678 $ 4.37 7.27 $ 3,880 Exercisable at December 31, 2019 2,339,718 $ 6.16 6.67 $ 866 The intrinsic value of a stock option is the difference between the market price of the common stock at the measurement date and the exercise price of the option. The following table summarizes the Black-Scholes option pricing model assumptions used to estimate the fair value of stock options granted to employees under our equity incentive plans and the shares purchasable under our 2015 ESPP during the periods presented: For the years ended December 31, 2019 2018 2015 EIP Risk-free interest rate 1.42% - 2.57% 2.55% - 3.06% Expected dividend yield 0% 0% Expected volatility 80% - 82% 83% Expected term (years) 5.27 - 6.08 5.50 - 6.08 2015 ESPP Risk-free interest rate 1.55% - 2.42% 2.14% - 2.81% Expected dividend yield 0% 0% Expected volatility 67% - 82% 77% - 92% Expected term (years) 0.50 - 2.00 0.50 - 2.00 Stock-based compensation expense recognized for restricted shares, RSUs, PRSUs, stock options, and the ESPP has been reported in the statements of operations and comprehensive loss as follows (in thousands): Years ended December 31, 2019 2018 Research and development $ 2,502 $ 2,676 General and administrative 2,571 3,034 Total $ 5,073 $ 5,710 The weighted-average grant date fair value of stock options granted to employees during the year ended December 31, 2019 was $1.78 per share. As of December 31, 2019 , total unrecognized share-based compensation expense related to unvested stock options was approximately $4.5 million . This unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.84 years. As of December 31, 2019 , total unrecognized compensation expense related to the Company’s ESPP was approximately $0.4 million . This unrecognized compensation cost is expected to be recognized over approximately 0.5 years. |
Significant Agreements and Cont
Significant Agreements and Contracts | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Significant Agreements and Contracts | SIGNIFICANT AGREEMENTS AND CONTRACTS Mundipharma Collaboration Agreement On September 3, 2019, the Company entered into a Collaboration and License Agreement (the “Collaboration Agreement”) with Mundipharma Medical Company (“Mundipharma”), a related party, for a strategic collaboration to develop and commercialize rezafungin in an intravenous formulation (the “Licensed Product”) for the treatment and prevention of invasive fungal infections. Under the Collaboration Agreement, the Company will be responsible for leading the conduct of an agreed global development plan (the “Global Development Plan”) that includes the Company’s ongoing Phase 3 pivotal clinical trial of the Licensed Product for the treatment of candidemia and/or invasive candidiasis (the “ReSTORE Trial”) and the Company’s planned Phase 3 pivotal clinical trial of the Licensed Product for the prophylaxis of invasive fungal infections in adult allogeneic blood and marrow transplant recipients (the “ReSPECT Trial”), as well as specified GLP-compliant non‑clinical studies and chemistry, manufacturing and controls (“CMC”) development activities for the Licensed Product. Mundipharma will be responsible for performing all development activities, other than Global Development Plan activities, that may be necessary to obtain and maintain regulatory approvals for the Licensed Product in the Mundipharma Territory, at Mundipharma’s sole cost. Pursuant to the Collaboration Agreement, the Company granted Mundipharma an exclusive, royalty‑bearing license to develop, register and commercialize the Licensed Product outside of the United States and Japan (the “Mundipharma Territory”), subject to the Company’s retained right to lead a global development program for the Licensed Product in both the Mundipharma Territory and in the United States and Japan (the “Company Territory”) as described below. The Company also granted Mundipharma an option to obtain exclusive licenses to develop, register and commercialize rezafungin in a formulation for subcutaneous administration (“Subcutaneous Product”) and in formulations for other modes of administration (“Other Products”) in the Mundipharma Territory, subject to similar retained rights of the Company to conduct mutually agreed global development activities for such products. In addition, the Company granted Mundipharma a co‑exclusive, worldwide license to manufacture the Licensed Product and rezafungin. Until the seventh anniversary of the first commercial sale of the Licensed Product in the Mundipharma Territory, each party has granted the other party an exclusive, time-limited right of first negotiation to obtain a license to any anti-fungal product (other than Licensed Product, Subcutaneous Product and Other Products) that such party proposes to out-license in the other party’s territory. However, in the event of the acquisition of a party by a third party, this right of first negotiation will not apply to any such anti‑fungal product of the acquiring third party prior to consummation of the acquisition of such party, acquired by such acquiring third party from another third party after consummation of the acquisition of such party, or developed internally by the acquiring third party, either before or after consummation of the acquisition of such party, without the use of, reliance upon or reference to any technology of the acquired party that is licensed to the other party under the Collaboration Agreement, any technology of the other party that is licensed to the acquired party under the Collaboration Agreement, or any technology jointly developed by the parties pursuant to the Collaboration Agreement. The Company retains the exclusive right to develop, register and commercialize the Licensed Product, Subcutaneous Product and Other Products in the Company Territory, and Mundipharma has granted the Company certain licenses under Mundipharma-controlled technology and jointly-developed technology to develop, register and commercialize Licensed Product, Subcutaneous Product and Other Products in the Company Territory and to manufacture such products and rezafungin worldwide. The parties have agreed to share equally (50/50) the costs of Global Development Plan activities (“Global Development Costs”), subject to a cap on Mundipharma’s Global Development Cost share of $31.2 million . The Company would receive additional financial support for Global Development Plan activities through a near-term milestone payment by Mundipharma of $11.1 million . Mundipharma is entitled to credit the full amount of this milestone payment toward future royalties payable to the Company, subject to a limit on the amount by which royalty payments to the Company may be reduced in any quarter. If Mundipharma has not fully credited the amount of such milestone payment toward royalties payable to the Company before the earlier of (i) December 31, 2024 and (ii) termination of the Collaboration Agreement by Mundipharma, the Company will be obligated to refund the uncredited portion of such milestone payment to Mundipharma on the earlier of such dates. The total potential transaction value is $568 million , including an equity investment (see Note 6), an up-front payment, global development funding, and certain development, regulatory, and commercial milestones. The Company is also eligible for double-digit royalties in the teens on tiers of annual net sales. Either party may terminate the Collaboration Agreement for uncured material breach by the other party. After September 3, 2020, Mundipharma may terminate the Collaboration Agreement at will, provided that if Mundipharma terminates the Collaboration Agreement in its entirety prior to the last visit of the last patient in both the ReSPECT Trial and the ReSTORE Trial, Mundipharma will continue to be liable for its share of Global Development Costs as described above. The Company may terminate the Agreement if Mundipharma or any of its affiliates or sublicensees, directly or indirectly through any third party, commences any interference or opposition proceeding with respect to, challenges the validity or enforceability of, or opposes any extension of or the grant of a supplementary protection certificate with respect to, any of the Company's patent rights licensed to Mundipharma, or upon an insolvency event of Mundipharma. Revenue Recognition The Company determined the transaction price is equal to the up-front fee of $30.0 million plus the research and development funding of $31.2 million . The price paid for the common stock was determined to be at fair market value after applying a lack of marketability discount as Mundipharma received restricted shares. Therefore, no additional premium or discount was allocated to the transaction price of the Agreement for the share issuance. The total transaction price of $61.2 million was allocated to the performance obligations on the basis of the relative stand-alone selling price estimated for each performance obligation. In estimating the stand-alone selling price for each performance obligation, the Company developed assumptions that require judgment and included forecasted revenues, expected development timelines, discount rates, probabilities of technical and regulatory success and costs for manufacturing clinical supplies. A description of the distinct performance obligations identified under the Agreement, as well as the amount of revenue allocated to each distinct significant performance obligation, is as follows: Licenses of Intellectual Property. The license to the Company’s intellectual property, bundled with the associated know-how, represents a distinct performance obligation. The license and associated know-how was transferred to Mundipharma during in September 2019 , therefore the Company recognized the full revenue related to this performance obligation in the amount of $17.9 million during the quarter ended September 30, 2019 as license revenue in its condensed consolidated statements of operations and comprehensive income. Research and Development Services. The Company and Mundipharma share equally in the costs of ongoing rezafungin clinical development in the Licensed Territory up to the specified cap. The Company records these cost-sharing payments due from Mundipharma as collaboration revenue. The Company concluded that progress towards completion of the performance obligation related to the research and development services is best measured in an amount proportional to the research and development expenses incurred and the total estimated research and development expenses. The Company recognized $2.7 million for this performance obligation for the year ended December 31, 2019 . Clinical Supply Services. The Company's initial obligation to supply rezafungin for ongoing clinical development in the Licensed Territory represents a distinct performance obligation. The Company concluded that progress towards completion of the performance obligations related to the clinical supply services is best measured in an amount proportional to the clinical supply services expenses incurred and the total estimated clinical supply services. The Company recognized $0.4 million for this performance obligation for the year ended December 31, 2019 . Milestone Payments. The Company determined that as of December 31, 2019 , all the potential milestone payments are probable of significant revenue reversal as their achievement is highly dependent on factors outside the Company's control or are otherwise constrained under the variable consideration guidance. Therefore, these payments have been fully constrained and are therefore not included in the transaction price. At the end of each subsequent reporting period, the Company will re-evaluate the probability of achievement of each milestone and any related constraint. No revenue related to milestones was recognized during the year ended December 31, 2019. Royalties. As the license is deemed to be the predominant item to which sales-based royalties relate, the Company will recognize revenue when the related sales occur. No royalty revenue was recognized during the year ended December 31, 2019 . The following table presents a summary of the activity in the Company's contract liabilities (recorded as deferred revenue on the balance sheet) during the year ended December 31, 2019 (in thousands): Opening balance, January 1, 2019 $ — Payments received 30,718 Revenue from performance obligations satisfied during reporting period (20,915 ) Closing balance, December 31, 2019 $ 9,803 The closing balance as of December 31, 2019 is classified as a current liability since the rights to consideration is expected to be satisfied within one year. The following table presents our contract revenues disaggregated by timing of revenue recognition and excludes royalty revenue (in thousands): Year Ended Point in Time Over Time Revenue from Mundipharma Collaboration Agreement: License of Intellectual Property $ 17,861 $ — Research and Development Services — 2,670 Clinical Supply Services — 384 Total revenue from Mundipharma Collaboration Agreement $ 17,861 $ 3,054 The Company has received cost reimbursement payments of $0.7 million from Mundipharma during the year ended December 31, 2019 . Combating Antibiotic Resistant Bacteria Accelerator (CARB-X) Subaward Agreement On March 30, 2017, the Company entered into a Cost Reimbursement Research Subaward Agreement (the "Subaward Agreement") with the Trustees of Boston University. Under the Subaward Agreement, the Company is a subawardee under the CARB-X program. CARB-X is a public-private partnership focused on antibacterials, created by the U.S. Department of Health and Human Services (HHS), Biomedical Advanced Research and Development Authority (BARDA), the NIAID. CARB-X is funded by BARDA and the London-based Wellcome Trust, a global charitable foundation (Wellcome), and administered by the Boston University School of Law. The subaward was intended to support development of the Company's CD201 product candidate. Under the Subaward Agreement, during an initial phase that began on April 1, 2017 and ends upon acceptance by the U.S. Food and Drug Administration of an initial new drug application, CARB-X would reimburse up to $3.9 million of qualifying development expenses. If all of the milestones in such initial phase are met, the CARB-X Joint Oversight Committee will evaluate the progress made in such initial phase and determine whether to exercise its option to fund a second stage. During the second stage, CARB-X would reimburse up to $3.0 million of qualifying development expenses through a Phase 1 clinical trial. Such second stage would be subject to a new subaward agreement. Under the Subaward Agreement, the Company is reimbursed for direct costs incurred plus allowable indirect costs which consist of fringe benefits and allowable general and administrative expenses. For the year ended December 31, 2019 , the Company did not recognize any reductions to research and development expenses for costs eligible for reimbursement under the Subaward Agreement. As of December 31, 2019 , there were no billed or unbilled accounts receivable related to reimbursable expenses under the Subaward Agreement. The Subaward Agreement can be terminated upon the delivery of 30 days written notice to the Company for default or convenience. Upon receipt of a notice of termination, the Company must discontinue contract activities and CARB-X must pay the Company a final settlement based on eligible expenses incurred under the Subaward Agreement. Based on preclinical studies of CD201 as well as preclinical studies of antibody-drug conjugates (ADCs) from the Cloudbreak program, the Company decided in February 2018 to cease development of CD201 to focus on the more promising AVCs. The Company is no longer seeking funding under the Subaward Agreement relating to CD201. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company accounts for income taxes under ASC 740. Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The following table provides a reconciliation between income taxes computed at the federal statutory rate and the provision for income taxes (in thousands): Years Ended December 31, 2019 2018 2017 Federal income taxes at 21% for 2019 and 2018 and 34% for 2017 $ (8,629 ) $ (12,393 ) $ (18,947 ) State income tax, net of federal benefit (1,899 ) — — Tax effect on nondeductible expenses 561 (278 ) 3,389 Research credits (4,141 ) (4,737 ) (8,125 ) Rate change (664 ) — — Change in valuation allowance 13,692 16,421 5,133 Reserve for uncertain tax positions 1,035 1,184 1,451 Tax Cuts and Jobs Act — — 17,334 Other 45 (197 ) (235 ) Income tax expense $ — $ — $ — Significant components of the Company’s net deferred tax assets are as follows (in thousands): Years Ended December 31, 2019 2018 Deferred tax assets: Net operating losses $ 47,468 $ 38,268 Research credits 17,113 14,007 Intangibles 270 241 Stock compensation 2,916 1,940 Lease liability 458 — Other 895 548 Total deferred tax assets 69,120 55,004 Less valuation allowance (68,695 ) (55,004 ) Deferred tax assets, net of valuation allowance 425 — Deferred tax liabilities: Right-of-use assets (425 ) — Total deferred tax liabilities (425 ) — Net deferred tax assets $ — $ — At December 31, 2019 , the Company had federal and state net operating loss carryforwards of approximately $214.6 million and $214.0 million , respectively. The federal and state loss carryforwards begin to expire in 2033 and 2029, respectively, unless previously utilized. The Company also has federal research and development and orphan drug credit carryforwards totaling $20.5 million and state research and development credit carryforwards totaling $3.1 million . The federal research and development credit and orphan drug credit carryforwards begin to expire in 2033, unless previously utilized. The state research and development credit carryforwards begin to expire in 2029, with the exception of $3.1 million which have no expiration date. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. Based on the weight of all evidence, including a history of operating losses, management has determined that it is more likely than not that the net deferred tax assets will not be realized. A valuation allowance of $68.7 million and $55.0 million as of December 31, 2019 and 2018 , respectively, has been established to offset the net deferred tax assets as realization of such assets is uncertain. Future utilization of the Company’s net operating loss and research and development credits carryforwards to offset future taxable income may be subject to an annual limitation, pursuant to Internal Revenue Code (IRC) Sections 382 and 383, as a result of ownership changes that may have occurred or that could occur in the future. An ownership change occurs when a cumulative change in ownership of more than 50% occurs within a three -year period. The Company has not completed an IRC Section 382/383 analysis regarding the limitation of net operating loss and research and development credit carryforwards. The Tax Cuts and Jobs Act was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creates new taxes on certain foreign sourced earnings. At December 31, 2017, the Company made a reasonable estimate of the effects on their existing deferred tax balances. At December 31, 2017 the Company recognized a provisional amount of $17.3 million which was included as a component of income tax expense from continuing operations offset with valuation allowances. As of December 31, 2018, the Company has completed its assessment of the impact of the Tax Cuts and Jobs Act with no additional impact recorded in the current year. The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more likely than not recognition at the effective date to be recognized. At December 31, 2019 and 2018 , the unrecognized tax benefits recorded were approximately $22.6 million and $16.5 million , respectively. Approximately $18.4 million of the unrecognized tax benefits would reduce the Company's annual effective tax rates, if recognized, subject to the valuation allowances. The Company does not anticipate a significant change in the unrecognized tax benefits within the next 12 months. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for 2019 , 2018 and 2017 is as follows (in thousands): Years Ended December 31, 2019 2018 2017 Balance as of the beginning of the year $ 16,524 $ 10,756 $ 4,642 Increases related to current year tax positions 1,074 1,224 2,149 Increases related to prior year tax positions 4,960 4,544 3,965 Balance as of the end of the year $ 22,558 $ 16,524 $ 10,756 The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by the United States and state jurisdictions where applicable. There are currently no pending income tax examinations. The Company’s tax years from inception in 2013 are subject to examination by the federal and state tax authorities due to the carryforward of unutilized net operating losses and research and development credits. The Company’s practice is to recognize interest and penalties related to income tax matters in income tax expense. The Company has not recognized interest or penalties since inception. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Litigation —From time to time, the Company may be involved in various lawsuits, legal proceedings, or claims that arise in the ordinary course of business. Management believes there are no claims or actions pending against the Company at December 31, 2019 which will have, individually or in the aggregate, a material adverse effect on its business, liquidity, financial position or results of operations. Litigation, however, is subject to inherent uncertainties, and an adverse result in such matters may arise from time to time that may harm the Company’s business. Lease Obligations —The Company adopted ASU 2016-02, "Leases," on January 1, 2019, which resulted in the recognition of operating leases on the balance sheet. See Note 2 for more information on the adoption of the ASU. The Company determines if a contract contains a lease at inception and recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of the future minimum lease payments at the commencement date. As the Company's leases do not provide an implicit rate, management develops incremental borrowing rates based on the information available at the commencement date in determining the present value of future payments. Lease agreements that have lease and non-lease components are accounted for as a single lease component. Lease expense is recognized on a straight-line basis over the lease term. The Company's single lease upon adoption is for laboratory and office space in San Diego, California and was entered into in June 2014. Amendments for additional space were entered into in February 2015, March 2015 and August 2015. On June 29, 2018 the Company entered into a Fourth Amendment to its lease which extended the term of the lease by an additional 36 months and increases base rent to $70,000 per month effective January 1, 2019. The Company was also granted an option, exercisable prior to September 30, 2019, to expand its leased premises on the same terms as the current lease, subject to compliance with specified conditions. The Company did not exercise this option prior to expiration. The lease expires in December 2021 with options for two individual two -year extensions. As of January 1, 2019, the Company was not reasonably certain that it would exercise the extension option, and therefore did not include this option in the determination of the total lease term for accounting purposes. The lease is subject to charges for common area maintenance and other costs, and base rent is subject to 3% annual increases every January. The adjusted incremental borrowing rate used in measuring the Company's lease liability was 10.8% . The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company's operating lease as of December 31, 2019 (in thousands): 2020 $ 969 2021 998 Total undiscounted operating lease payments 1,967 Less: Imputed interest (207 ) Present value of lease payments $ 1,760 The balance sheet classification of the Company's operating lease is as follows (in thousands): Balance Sheet Classification: Operating lease right-of-use asset $ 1,632 Current lease liability $ 818 Lease liability 942 Total operating lease liability $ 1,760 Rent expense was $1.0 million , $0.8 million and $0.7 million for the years ended December 31, 2019 , 2018 and 2017 respectively. Contractual Obligations —The Company enters into contracts in the normal course of business with vendors for research and development activities, manufacturing, and professional services. These contracts generally provide for termination either on or within 30 days of notice. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On January 22, 2020, the Company initiated a rights offering to raise $30.0 million through the distribution of subscription rights to holders of its common stock, Series X Preferred stock, and participating warrants (the "Rights Offering"). On February 12, 2020, the Company sold 6,639,307 shares of common stock and 531,288 shares of Series X Preferred stock under the Rights offering for aggregate gross proceeds of $30.0 million . |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) First Quarter Second Quarter Third Quarter Fourth Quarter 2019 Revenues $ — $ — $ 19,100 $ 1,815 Operating expenses 16,404 14,268 16,072 15,895 Other income (expense) (157 ) 721 11 57 Net income (loss) attributable to common shareholders (16,561 ) (13,547 ) 2,595 (14,023 ) Basic earnings (loss) per share $ (0.60 ) $ (0.49 ) $ 0.08 $ (0.42 ) Diluted earnings (loss) per share $ (0.60 ) $ (0.49 ) $ 0.08 $ (0.42 ) Shares used to compute basic earnings (loss) per share 27,729,977 27,786,808 33,006,280 33,272,964 Shares used to compute diluted earnings (loss) per share 27,729,977 27,786,808 38,687,937 33,272,964 2018 Operating expenses $ 16,810 $ 15,152 $ 14,725 $ 16,598 Other income (expense) 61 (1,154 ) 1,106 4,256 Net loss attributable to common shareholders (16,749 ) (26,635 ) (13,619 ) (12,342 ) Basic and diluted net loss per share $ (0.80 ) $ (1.13 ) $ (0.49 ) $ (0.44 ) Shares used to compute basic and diluted net loss per share 20,894,353 23,592,763 27,705,472 27,780,212 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company has a limited operating history and the sales and income potential of the Company’s business and market are unproven. The Company has experienced net losses and negative cash flows from operating activities since its inception. At December 31, 2019 , the Company had an accumulated deficit of $259.8 million . The Company expects to continue to incur net losses into the foreseeable future. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company’s cost structure. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or 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 reporting period. The Company evaluates its estimates and assumptions on an ongoing basis. The most significant estimates in the Company’s consolidated financial statements relate to estimating the fair value of the Company’s stock options, estimated collaboration expenses and incurred expenses related to the Mundipharma Collaboration Agreement, the fair value of the Company's contingent forward purchase obligations, and certain accruals, including those related to nonclinical and clinical activities. Although the estimates are based on the Company’s knowledge of current events, comparable companies, and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers all short-term investments purchased with a maturity of three months or less when acquired to be cash equivalents. Restricted cash represents cash that the Company is required to maintain on hand in order to maintain compliance with an operating covenant in the Third Amendment to the Company's Loan Agreement with Pacific Western Bank. See Note 5 for more information. |
Property and Equipment | Property and Equipment The Company records property and equipment at cost, which consists of lab equipment, computer equipment and software, office equipment, furniture and fixtures and leasehold improvements. Property and equipment is depreciated using the straight-line method over the estimated useful lives (generally three to seven years). Leasehold improvements are amortized over the lesser of their useful life or the remaining lease term, including any renewal periods that are deemed to be reasonably assured. Repair and maintenance costs are expensed as incurred. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company invests its cash balances in financial institutions that it believes have high credit quality, has not experienced any losses on such accounts and does not believe it is exposed to significant credit risk. |
Patent Costs | Patent Costs The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs are included in general and administrative expenses in the accompanying statements of operations. |
Income Taxes | Income Taxes The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes , or ASC 740, in reporting deferred income taxes. The ASC 740 requires a company to recognize deferred tax assets and liabilities for expected future income tax consequences of events that have been recognized in the Company’s consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in the years in which the temporary differences are expected to reverse. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions pursuant to ASC 740, which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax position meets this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue is accordance with ASC Topic 606, Revenue from Contracts with Customers , which applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In a contract with multiple performance obligations, the Company must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation, which determines how the transaction price is allocated among the performance obligations. The estimation of the stand-alone selling price(s) may include estimates regarding forecasted revenues or costs, development timelines, discount rates, and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if it can be satisfied at a point in time or over time. Any change made to estimated progress towards completion of a performance obligation and, therefore, revenue recognized will be recorded as a change in estimate. In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in a contract, the Company recognizes revenues from the transaction price allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from the allocated transaction price. The Company evaluates the measure of progress at each reporting period and, if necessary, adjusts the measure of performance and related revenue or expense recognition as a change in estimate. At the inception of each arrangement that includes milestone payments, the Company evaluates whether the milestones are considered probable of being reached. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s or a collaboration partner’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of milestones that are within its or a collaboration partner’s control, such as operational developmental milestones and any related constraint, and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which will affect collaboration revenues and earnings in the period of adjustment. Revisions to the Company’s estimate of the transaction price may also result in negative collaboration revenues and earnings in the period of adjustment. For arrangements that include sales-based royalties, including commercial milestone payments based on the level of sales, and a license is deemed to be the predominant item to which the royalties relate, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied, or partially satisfied. To date, the Company has not recognized any royalty revenue from collaborative arrangements. In September 2019, the Company entered into a Collaboration and License Agreement (the Collaboration Agreement) with Mundipharma Medical Company (Mundipharma). The Company concluded that there were three significant performance obligations under the Collaboration Agreement: the license, the research and development services, and the clinical supply services, and that the obligations are distinct from each other. Revenue associated with the license was recognized upon delivery in September 2019. The Company concluded that progress towards completion of the research and development and clinical supply performance obligations related to the Collaboration Agreement is best measured in an amount proportional to the collaboration expenses incurred and the total estimated collaboration expenses. The Company periodically reviews and updates the estimated collaboration expenses, when appropriate, which may adjust revenue recognized for the period. While such changes to the Company’s estimates have no impact on the Company’s reported cash flows, the amount of revenue recorded in the period could be materially impacted. The transaction price to be recognized as revenue under the Collaboration Agreement consists of the upfront payment and estimated reimbursable research and development and clinical supply costs. Potential future payments for variable consideration, such as clinical, regulatory or commercial milestones, will be recognized when it is probable that, if recorded, a significant reversal will not take place. Potential future royalty payments will be recorded as revenue when the associated sales occur. See Note 8 - Significant Agreements and Contracts for more information. Under the Subaward Agreement, the Company is reimbursed for direct costs incurred plus allowable indirect costs which consist of fringe benefits and allowable general and administrative expenses. |
Grant Funding and Research and Development Costs | Grant Funding The Company has received research and development funding through a grant from CARB-X, a public-private partnership focused on antibacterials. The Company has also been awarded a partnership grant with Rutgers University from the NIAID. The Company has evaluated the terms of the grants to assess its obligations and the classification of funding received. Amounts billable for funded research and development are recognized in the statement of operations as a reduction to research and development expense over the grant period as the related costs are incurred to meet the Company's obligations. Research and Development Costs Research and development expenses consist of wages, benefits and stock-based compensation charges for research and development employees, scientific consultant fees, facilities and overhead expenses, laboratory supplies, manufacturing expenses, and nonclinical and clinical trial costs. The Company accrues nonclinical and clinical trial expenses based on work performed, which relies on estimates of total costs incurred based on patient enrollment, completion of studies, and other events. Costs incurred in purchasing technology assets and intellectual property are charged to research and development expense if the technology has not been conclusively proven to be feasible and has no alternative future use. |
Preclinical and Clinical Trial Accruals | Preclinical and Clinical Trial Accruals The Company makes estimates of its accrued expenses as of each balance sheet date in the financial statements based on the facts and circumstances known at that time. Accrued expenses for preclinical studies and clinical trials are based on estimates of costs incurred and fees that may be associated with services provided by contract research organizations, or CROs, clinical trial investigational sites and other clinical trial-related activities. Payments under certain contracts with such parties depend on factors such as successful enrollment of patients, site initiation and the completion of clinical trial milestones. In accruing for these services, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If possible, the Company obtains information regarding unbilled services directly from these service providers. However, the Company may be required to estimate these services based on other available information. If the Company underestimates or overestimates the activities or fees associated with a study or service at a given point in time, adjustments to research and development expenses may be necessary in future periods. Historically, estimated accrued liabilities have approximated actual expense incurred. Subsequent changes in estimates may result in a material change in accruals. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and/or circumstances from non-owner sources. The Company’s only component of other comprehensive loss is unrealized gains (losses) on short-term investments. Comprehensive losses have been reflected in the consolidated statements of operations and comprehensive loss and as a separate component of the statements of convertible preferred stock and stockholders’ equity (deficit) for all periods presented. |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation expense related to employee stock options and employee stock purchase plan rights by estimating the fair value on the date of grant using the Black-Scholes option pricing model. The fair value of Restricted Stock Units (RSUs) and Performance-based RSUs (PRSUs) granted to employees is estimated based on the closing price of the Company's common stock on the date of grant. For awards subject to time-based vesting conditions, stock-based compensation expense is recognized ratably over the requisite service period of the awards. For awards subject to performance-based vesting conditions, the Company assesses the probability of achievement of the individual milestones under the stock-based awards and recognizes stock-based compensation expense over the implicit service period commencing once the Company believes the performance criteria is probable of achievement. The Company accounts for stock options, RSUs, and PRSUs granted to non-employees using the fair value approach. These stock-based awards are subject to periodic revaluation over their vesting terms. The Company recognizes forfeitures related to stock-based compensation as they occur. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss allocable to common shares by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss allocable to common shares by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Dilutive common stock equivalents are comprised of warrants, Series X Convertible Preferred stock, unvested restricted common stock subject to repurchase, and RSUs and options outstanding under the Company’s stock option plans. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows ASC 820-10 issued by the FASB with respect to fair value reporting for financial assets and liabilities. The guidance defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance does not apply to measurements related to share-based payments. The guidance discusses valuation techniques such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The Company’s financial instruments consist of cash and cash equivalents, restricted cash, marketable securities, contingent forward purchase obligations, and long-term debt. Fair value estimates of these instruments are made at each reporting period end based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses, accounts payable, and accrued liabilities are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. The fair value of short-term investments is based upon market prices quoted on the last day of the fiscal period or other observable market inputs. The fair value of contingent forward purchase obligations is based on a probability-weighted valuation approach (See Note 3). The Company believes that the fair value of long-term debt approximates its carrying value. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Recently Issued Accounting Standards Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, "Simplifying the Accounting for Income Taxes," which eliminates certain exceptions within ASC 740, Income Taxes, and clarifies other aspects of the current guidance to promote consistency among reporting entities. The updated guidance is effective for interim and annual periods beginning after December 15, 2020. Early adoption is permitted. The Company does not expect the standard to have a material impact on its financial statements upon adoption. In August 2018, the FASB issued ASU 2018-13, "Changes to the Disclosure Requirements for Fair Value Measurement," which modifies certain disclosure requirements on fair value measurements. The updated guidance is effective for interim and annual periods beginning after December 15, 2019, and early adoption is permitted. The Company does not expect the standard to have a material impact on its financial statements upon adoption. In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." The updated guidance replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The updated guidance is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. Recently Adopted Accounting Standards In March 2019, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2019-01, "Leases (Topic 842): Codification Improvements." In July 2018, the FASB issued Accounting Standards Update No. 2018-11, "Leases (Topic 842): Targeted Improvements" and Accounting Standards Update No. 2018-10, "Codification Improvements to Topic 842, Leases." These updates provide additional clarification, an optional transition method, a practical expedient and implementation guidance on the previously issued Accounting Standards Update No. 2016-02, "Leases (Topic 842)." Collectively, these updates supersede the lease guidance in Accounting Standards Codification, or ASC, Topic 840 and require lessees to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. Concurrently, lessees are required to recognize a right of use asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. We adopted this standard on January 1, 2019 by applying the optional transition method on the adoption date and did not adjust comparative periods. We also elected the package of practical expedients permitted, which among other things, allowed us to carry forward the lease classification for our existing leases. The adoption of this standard impacted our 2019 opening consolidated balance sheet as we recorded operating lease liabilities of $2.5 million and right of use assets of $2.3 million , which equals the lease liabilities net of accrued rent. The adoption of this standard did not have an impact on our consolidated statements of income or cash flows. During 2018, the FASB issued ASU 2018-07, "Improvements to Nonemployee Share-Based Payment Accounting," which expanded the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. These updates align the guidance for share-based payments to nonemployees with the guidance for share-based payments granted to employees, including the measurement of equity-classified awards, which is fixed at the grant date under the new guidance. The updated guidance is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The Company adopted ASU 2018-07 effective January 1, 2019. The adoption of this standard did not have a material impact on the Company's financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Outstanding Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because to do so would be anti-dilutive (in common stock equivalent shares): December 31, 2019 2018 Common stock warrants 12,517,328 12,517,328 Series X Convertible Preferred stock 5,652,310 4,452,310 Common stock options, RSUs and PRSUs issued and outstanding 5,360,563 4,392,671 Total 23,530,201 21,362,309 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Instruments Measured at Fair Value on Recurring Basis | The following tables summarize the Company’s financial instruments measured at fair value on a recurring basis (in thousands): TOTAL LEVEL 1 LEVEL 2 LEVEL 3 December 31, 2019 Assets: Cash and money market accounts $ 50,268 $ 50,268 $ — $ — Restricted cash and money market accounts 10,000 10,000 — — $ 60,268 $ 60,268 $ — $ — December 31, 2018 Assets: Cash and money market accounts $ 74,562 $ 74,562 $ — $ — Total assets at fair value $ 74,562 $ 74,562 $ — $ — Liabilities: Contingent forward purchase obligations $ 411 $ — $ — $ 411 Total liabilities at fair value $ 411 $ — $ — $ 411 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): December 31, 2019 2018 Laboratory equipment $ 2,104 $ 2,114 Leasehold improvements 425 425 Computer hardware and software 481 455 Office equipment 119 119 Furniture and fixtures 142 142 3,271 3,255 Less accumulated depreciation and amortization (2,842 ) (2,543 ) Total $ 429 $ 712 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Future Principal Payments Due | As of December 31, 2019 , future principal payments due under the Third Amendment of the Term A Loan are as follows (in thousands): Year ended: December 31, 2020 $ 2,963 December 31, 2021 4,444 December 31, 2022 2,593 Total future principal payments due under the Term A Loan $ 10,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance is as follows (in common stock equivalent shares): Years ended December 31, 2019 2018 Common stock warrants 12,517,328 12,517,328 Series X Convertible Preferred stock 5,652,310 4,452,310 Stock options, RSUs and PRSUs issued and outstanding 5,360,563 4,392,671 Authorized for future stock awards 559,898 669,873 Awards available under the ESPP 463,741 706,242 Total 24,553,840 22,738,424 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of RSU and PRSU Activity | The following table summarizes RSU and PRSU activity during the year ended December 31, 2019 : Number of Outstanding at December 31, 2018 260,000 RSUs and PRSUs granted 259,520 RSUs and PRSUs vested (97,204 ) RSUs and PRSUs canceled (38,431 ) Outstanding at December 31, 2019 383,885 |
Schedule of Stock Option Activity | The following table summarizes stock option activity during the year ended December 31, 2019 : Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Total Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2018 4,132,671 $ 6.58 7.41 $ 25 Options granted 2,698,964 2.50 Options exercised (2,952 ) 2.29 Options canceled (1,852,005 ) 6.58 Outstanding at December 31, 2019 4,976,678 $ 4.37 7.27 $ 3,880 Vested and expected to vest at December 31, 2019 4,976,678 $ 4.37 7.27 $ 3,880 Exercisable at December 31, 2019 2,339,718 $ 6.16 6.67 $ 866 |
Summary of Black-Scholes Option Pricing Model Assumptions | The following table summarizes the Black-Scholes option pricing model assumptions used to estimate the fair value of stock options granted to employees under our equity incentive plans and the shares purchasable under our 2015 ESPP during the periods presented: For the years ended December 31, 2019 2018 2015 EIP Risk-free interest rate 1.42% - 2.57% 2.55% - 3.06% Expected dividend yield 0% 0% Expected volatility 80% - 82% 83% Expected term (years) 5.27 - 6.08 5.50 - 6.08 2015 ESPP Risk-free interest rate 1.55% - 2.42% 2.14% - 2.81% Expected dividend yield 0% 0% Expected volatility 67% - 82% 77% - 92% Expected term (years) 0.50 - 2.00 0.50 - 2.00 |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense recognized for restricted shares, RSUs, PRSUs, stock options, and the ESPP has been reported in the statements of operations and comprehensive loss as follows (in thousands): Years ended December 31, 2019 2018 Research and development $ 2,502 $ 2,676 General and administrative 2,571 3,034 Total $ 5,073 $ 5,710 |
Significant Agreements and Co_2
Significant Agreements and Contracts (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Collaborative Agreement Liabilities and Revenues Disaggregated by Timing of Revenue Recognition | The following table presents our contract revenues disaggregated by timing of revenue recognition and excludes royalty revenue (in thousands): Year Ended Point in Time Over Time Revenue from Mundipharma Collaboration Agreement: License of Intellectual Property $ 17,861 $ — Research and Development Services — 2,670 Clinical Supply Services — 384 Total revenue from Mundipharma Collaboration Agreement $ 17,861 $ 3,054 The following table presents a summary of the activity in the Company's contract liabilities (recorded as deferred revenue on the balance sheet) during the year ended December 31, 2019 (in thousands): Opening balance, January 1, 2019 $ — Payments received 30,718 Revenue from performance obligations satisfied during reporting period (20,915 ) Closing balance, December 31, 2019 $ 9,803 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Reconciliation Between Federal Statutory and Provision For Income Taxes | The following table provides a reconciliation between income taxes computed at the federal statutory rate and the provision for income taxes (in thousands): Years Ended December 31, 2019 2018 2017 Federal income taxes at 21% for 2019 and 2018 and 34% for 2017 $ (8,629 ) $ (12,393 ) $ (18,947 ) State income tax, net of federal benefit (1,899 ) — — Tax effect on nondeductible expenses 561 (278 ) 3,389 Research credits (4,141 ) (4,737 ) (8,125 ) Rate change (664 ) — — Change in valuation allowance 13,692 16,421 5,133 Reserve for uncertain tax positions 1,035 1,184 1,451 Tax Cuts and Jobs Act — — 17,334 Other 45 (197 ) (235 ) Income tax expense $ — $ — $ — |
Schedule of Components of Net Deferred Tax Assets | Significant components of the Company’s net deferred tax assets are as follows (in thousands): Years Ended December 31, 2019 2018 Deferred tax assets: Net operating losses $ 47,468 $ 38,268 Research credits 17,113 14,007 Intangibles 270 241 Stock compensation 2,916 1,940 Lease liability 458 — Other 895 548 Total deferred tax assets 69,120 55,004 Less valuation allowance (68,695 ) (55,004 ) Deferred tax assets, net of valuation allowance 425 — Deferred tax liabilities: Right-of-use assets (425 ) — Total deferred tax liabilities (425 ) — Net deferred tax assets $ — $ — |
Schedule of Reconciliation Amount of Gross Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for 2019 , 2018 and 2017 is as follows (in thousands): Years Ended December 31, 2019 2018 2017 Balance as of the beginning of the year $ 16,524 $ 10,756 $ 4,642 Increases related to current year tax positions 1,074 1,224 2,149 Increases related to prior year tax positions 4,960 4,544 3,965 Balance as of the end of the year $ 22,558 $ 16,524 $ 10,756 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Amount, Timing and Uncertainty of Cash Flows from Operating Lease | The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company's operating lease as of December 31, 2019 (in thousands): 2020 $ 969 2021 998 Total undiscounted operating lease payments 1,967 Less: Imputed interest (207 ) Present value of lease payments $ 1,760 |
Supplemental Balance Sheet Information | The balance sheet classification of the Company's operating lease is as follows (in thousands): Balance Sheet Classification: Operating lease right-of-use asset $ 1,632 Current lease liability $ 818 Lease liability 942 Total operating lease liability $ 1,760 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Financial Data (Unaudited) | First Quarter Second Quarter Third Quarter Fourth Quarter 2019 Revenues $ — $ — $ 19,100 $ 1,815 Operating expenses 16,404 14,268 16,072 15,895 Other income (expense) (157 ) 721 11 57 Net income (loss) attributable to common shareholders (16,561 ) (13,547 ) 2,595 (14,023 ) Basic earnings (loss) per share $ (0.60 ) $ (0.49 ) $ 0.08 $ (0.42 ) Diluted earnings (loss) per share $ (0.60 ) $ (0.49 ) $ 0.08 $ (0.42 ) Shares used to compute basic earnings (loss) per share 27,729,977 27,786,808 33,006,280 33,272,964 Shares used to compute diluted earnings (loss) per share 27,729,977 27,786,808 38,687,937 33,272,964 2018 Operating expenses $ 16,810 $ 15,152 $ 14,725 $ 16,598 Other income (expense) 61 (1,154 ) 1,106 4,256 Net loss attributable to common shareholders (16,749 ) (26,635 ) (13,619 ) (12,342 ) Basic and diluted net loss per share $ (0.80 ) $ (1.13 ) $ (0.49 ) $ (0.44 ) Shares used to compute basic and diluted net loss per share 20,894,353 23,592,763 27,705,472 27,780,212 |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accumulated deficit | $ 259,827 | $ 218,735 | ||
Cash, cash equivalents and restricted cash | $ 60,268 | $ 74,562 | $ 60,813 | $ 85,367 |
Number of operating segments | segment | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Jan. 01, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Operating lease liabilities | $ 1,760 | |
Operating lease right-of-use asset | $ 1,632 | |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 7 years | |
Accounting Standards Update 2016-02 | ||
Property, Plant and Equipment [Line Items] | ||
Operating lease liabilities | $ 2,500 | |
Operating lease right-of-use asset | $ 2,300 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Outstanding Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded in the calculation of diluted net loss per share (in shares) | 23,530,201 | 21,362,309 |
Common stock warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded in the calculation of diluted net loss per share (in shares) | 12,517,328 | 12,517,328 |
Series X Convertible Preferred stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded in the calculation of diluted net loss per share (in shares) | 5,652,310 | 4,452,310 |
Common stock options, RSUs and PRSUs issued and outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded in the calculation of diluted net loss per share (in shares) | 5,360,563 | 4,392,671 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | May 21, 2018USD ($)closing | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Contingent forward purchase obligations | $ 4,300,000 | $ 0 | $ 411,000 | |
Change in fair value of contingent forward purchase obligation | $ 411,000 | $ 3,851,000 | $ 0 | |
Registered direct offering | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Aggregate value of shares authorized to be sold | $ 120,000,000 | |||
Number of direct offering closings | closing | 3 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Instruments Measured at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | May 21, 2018 |
Assets: | |||
Cash and money market accounts | $ 50,268,000 | $ 74,562,000 | |
Restricted cash and money market accounts | 10,000,000 | ||
Assets at fair value | 60,268,000 | 74,562,000 | |
Liabilities: | |||
Contingent forward purchase obligations | 0 | 411,000 | $ 4,300,000 |
Total liabilities at fair value | 411,000 | ||
LEVEL 1 | |||
Assets: | |||
Cash and money market accounts | 50,268,000 | 74,562,000 | |
Restricted cash and money market accounts | 10,000,000 | ||
Assets at fair value | 60,268,000 | 74,562,000 | |
Liabilities: | |||
Contingent forward purchase obligations | 0 | ||
Total liabilities at fair value | 0 | ||
LEVEL 2 | |||
Assets: | |||
Cash and money market accounts | 0 | 0 | |
Restricted cash and money market accounts | 0 | ||
Assets at fair value | 0 | 0 | |
Liabilities: | |||
Contingent forward purchase obligations | 0 | ||
Total liabilities at fair value | 0 | ||
LEVEL 3 | |||
Assets: | |||
Cash and money market accounts | 0 | 0 | |
Restricted cash and money market accounts | 0 | ||
Assets at fair value | $ 0 | 0 | |
Liabilities: | |||
Contingent forward purchase obligations | 411,000 | ||
Total liabilities at fair value | $ 411,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,271 | $ 3,255 |
Less accumulated depreciation and amortization | (2,842) | (2,543) |
Total | 429 | 712 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,104 | 2,114 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 425 | 425 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 481 | 455 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 119 | 119 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 142 | $ 142 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization of property and equipment | $ 328 | $ 523 | $ 667 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Jul. 27, 2018 | Oct. 03, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||
Shares of common stock issued upon exercise of warrant (in shares) | 17,331 | ||||
Warrants weighted average exercise price (USD per share) | $ 11.54 | ||||
Percentage of principal of debt used to calculate number of shares issued by warrant | 2.00% | ||||
Period of average closing price used to calculate number of shares issued by warrant | 30 days | ||||
Warrant term | 10 years | ||||
Restricted cash | $ 10,000,000 | $ 0 | |||
Term Loan | Loan Agreement | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 20,000,000 | ||||
Prepayment fee percentage in year one | 2.00% | ||||
Prepayment fee percentage in year two | 1.00% | ||||
Stated interest rate | 4.50% | 5.50% | |||
Term Loan | Loan Agreement | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.75% | ||||
Term Loan | Term A Loan | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | $ 10,000,000 | ||||
Interest expense for the amortization of the fair value of warrants and debt issue costs | $ 36,000 | $ 56,000 | $ 78,000 | ||
Term Loan | Term B Loan | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 10,000,000 |
Debt - Schedule of Future Princ
Debt - Schedule of Future Principal Payments Due (Details) - Term Loan - Term A Loan $ in Thousands | Dec. 31, 2019USD ($) |
Year ended: | |
December 31, 2020 | $ 2,963 |
December 31, 2021 | 4,444 |
December 31, 2022 | 2,593 |
Total future principal payments due under the Term A Loan | $ 10,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | Sep. 03, 2019USD ($)day$ / sharesshares | Mar. 22, 2019shares | May 23, 2018USD ($)$ / sharesshares | May 21, 2018USD ($)closingday$ / shares | May 31, 2018$ / sharesshares | Oct. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2019USD ($)vote_per_share$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Oct. 03, 2016$ / shares |
Class of Stock [Line Items] | ||||||||||
Recognition of beneficial conversion feature | $ | $ 10,300,000 | $ 0 | $ 10,329,000 | $ 0 | ||||||
Share price allowing the reduction of the aggregate offering size (USD per share) | $ / shares | $ 6.81 | |||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, par value (USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock outstanding (in shares) | 565,231 | |||||||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||||||||
Number of votes for each share held | vote_per_share | 1 | |||||||||
Dividends in arrears or default | $ | $ 0 | |||||||||
Warrants exercise price (USD per share) | $ / shares | $ 11.54 | |||||||||
Registered direct offering | ||||||||||
Class of Stock [Line Items] | ||||||||||
Aggregate value of shares authorized to be sold | $ | $ 120,000,000 | |||||||||
Number of direct offering closings | closing | 3 | |||||||||
Registered direct offering, first closing | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares sold (in shares) | 6,185,987 | |||||||||
Offering price (USD per share) | $ / shares | $ 4.70 | |||||||||
Registered direct offering, third closing | ||||||||||
Class of Stock [Line Items] | ||||||||||
Offering price (USD per share) | $ / shares | $ 4.70 | |||||||||
Option fee paid by investors relating to third closing | $ | $ 500,000 | |||||||||
Registered direct offering, second closing | ||||||||||
Class of Stock [Line Items] | ||||||||||
Offering price (USD per share) | $ / shares | $ 4.70 | |||||||||
Threshold trading days | day | 5 | |||||||||
Registered direct offering, first closing and First Private Placement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Net proceeds | $ | 49,500,000 | |||||||||
Private Placement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares sold (in shares) | 3,360,000 | |||||||||
Offering price (USD per share) | $ / shares | $ 6 | |||||||||
Net proceeds | $ | $ 18,900,000 | |||||||||
Controlled Equity Sales Agreement, Cantor Fitzgerald and Company | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares sold (in shares) | 2,095,887 | 847,937 | 240,178 | |||||||
Net proceeds | $ | $ 5,300,000 | $ 6,400,000 | $ 1,800,000 | |||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of stock, shares converted (in shares) | 1,200,000 | |||||||||
Common Stock | Private Placement, Stock Purchase Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares sold (in shares) | 4,781,408 | |||||||||
Offering price (USD per share) | $ / shares | $ 1.884 | |||||||||
Premium percentage on volume weighted average price per share | 20.00% | |||||||||
Threshold trading days | day | 10 | |||||||||
Net proceeds | $ | $ 9,000,000 | |||||||||
Term prior to expiration of lock-up period (no later than) | 90 days | |||||||||
Percentage of expected damages on total purchase price, applicable period | 30 days | |||||||||
Series X Convertible Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Beneficial conversion feature fair value | $ | $ 10,300,000 | |||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | |||||||
Preferred stock, par value (USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Conversion of stock, shares issued (in shares) | 120,000 | |||||||||
Preferred stock issued (in shares) | 565,231 | 445,231 | ||||||||
Preferred stock outstanding (in shares) | 565,231 | 445,231 | ||||||||
Common stock issued for each preferred stock (in shares) | 10 | |||||||||
Maximum ownership following conversion | 9.99% | |||||||||
Series X Convertible Preferred Stock | Registered direct offering, first closing | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares sold (in shares) | 445,231 | |||||||||
Offering price (USD per share) | $ / shares | $ 47 | |||||||||
Common stock warrants | First Private Placement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares sold (in shares) | 12,499,997 | |||||||||
Offering price (USD per share) | $ / shares | $ 0.125 | |||||||||
Minimum | Common Stock | Private Placement, Stock Purchase Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Percentage of expected damages on total purchase price | 1.00% | |||||||||
Maximum | Common Stock | Private Placement, Stock Purchase Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Percentage of expected damages on total purchase price | 6.00% | |||||||||
Common Stock Warrant | ||||||||||
Class of Stock [Line Items] | ||||||||||
Outstanding warrants to purchase common stock | 12,517,328 | 12,517,328 | ||||||||
Outstanding warrants to purchase common stock, intrinsic value | $ | $ 0 | $ 0 | ||||||||
Common Stock Warrant | Weighted Average | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants exercise price (USD per share) | $ / shares | $ 6.82 | $ 6.82 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||
Total (in shares) | 24,553,840 | 22,738,424 |
Common stock warrants | ||
Class of Stock [Line Items] | ||
Total (in shares) | 12,517,328 | 12,517,328 |
Series X Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Total (in shares) | 5,652,310 | 4,452,310 |
Stock options, RSUs and PRSUs issued and outstanding | ||
Class of Stock [Line Items] | ||
Total (in shares) | 5,360,563 | 4,392,671 |
Authorized for future stock awards | ||
Class of Stock [Line Items] | ||
Total (in shares) | 559,898 | 669,873 |
Awards available under the ESPP | ||
Class of Stock [Line Items] | ||
Total (in shares) | 463,741 | 706,242 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 18, 2019USD ($)$ / sharesshares | Nov. 20, 2019$ / shares | Mar. 31, 2015shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 5,073 | $ 5,710 | |||
Eligible common stock for purchase in the option exchange, exercise price minimum (USD per share) | $ / shares | $ 2.28 | ||||
Eligible common stock for purchase in the option exchange (in shares) | shares | 1,656,379 | ||||
Percentage of eligible common stock for purchase in the option exchange | 60.40% | ||||
New option to purchase common stock in the option exchange (in shares) | shares | 1,529,814 | ||||
New option to purchase common stock, exercise price, in the option exchange (USD per share) | $ / shares | $ 2.45 | ||||
Incremental compensation expense in the option exchange | $ 700 | ||||
Weighted average grant date fair values of stock options granted (USD per share) | $ / shares | $ 1.78 | ||||
Unrecognized share-based compensation expense of unvested employee stock options | $ 4,500 | ||||
Unvested stock options, unrecognized cost expected to be recognized (in years) | 1 year 10 months 2 days | ||||
2015 Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Automatic annual increase in shares authorized for issuance in equity incentive plan | 1.00% | ||||
Price of stock option as percentage of estimated fair value of shares on date of grant | 85.00% | ||||
Employee payroll deduction under the stock plan | 15.00% | ||||
Issuance of common stock under employee stock purchase plan (in shares) | shares | 242,501 | ||||
Unrecognized share-based compensation expense of unvested employee stock options | $ 400 | ||||
Unvested stock options, unrecognized cost expected to be recognized (in years) | 6 months 7 days | ||||
RSUs and PRSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 600 | ||||
Unrecognized share-based compensation expense of unvested employee stock options | $ 1,300 | ||||
Share-based Payment Arrangement, Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 7 years | ||||
Minimum | Share-based Payment Arrangement, Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Maximum | 2015 Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock shares outstanding (in shares) | shares | 490,336 | ||||
Maximum | Share-based Payment Arrangement, Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Authorized for future stock awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Automatic annual increase in shares authorized for issuance in equity incentive plan | 4.00% | ||||
Expiration period | 10 years | ||||
Price of stock option as percentage of estimated fair value of shares on date of grant | 100.00% | ||||
Employee voting power, percentage (more than) | 10.00% | ||||
Authorized for future stock awards | More than 10% of voting power | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Price of stock option as percentage of estimated fair value of shares on date of grant | 110.00% | ||||
Authorized for future stock awards | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Authorized for future stock awards | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Non Section 16 Officer, Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Option exchange, exchange ratio | 1 | ||||
Section 16 Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Option exchange, exchange ratio | 1.5 |
Equity Incentive Plans - Summar
Equity Incentive Plans - Summary of RSU and PRSU Activity (Details) - RSUs and PRSUs | 12 Months Ended |
Dec. 31, 2019shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding, beginning of period (in shares) | 260,000 |
Granted (in shares) | 259,520 |
Vested (in shares) | (97,204) |
Canceled (in shares) | (38,431) |
Outstanding, end of period (in shares) | 383,885 |
Equity Incentive Plans - Summ_2
Equity Incentive Plans - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | ||
Beginning balance (in shares) | 4,132,671 | |
Granted (in shares) | 2,698,964 | |
Exercised (in shares) | (2,952) | |
Canceled (in shares) | (1,852,005) | |
Ending balance (in shares) | 4,976,678 | 4,132,671 |
Weighted Average Exercise Price | ||
Beginning balance (USD per share) | $ 6.58 | |
Granted (USD per share) | 2.50 | |
Exercised (USD per share) | 2.29 | |
Canceled (USD per share) | 6.58 | |
Ending balance (USD per share) | $ 4.37 | $ 6.58 |
Stock Options, Additional Disclosures | ||
Weighted average remaining contractual life, Outstanding | 7 years 3 months 7 days | 7 years 4 months 28 days |
Total aggregate intrinsic value, Outstanding | $ 3,880 | $ 25 |
Vested and expected to vest (in shares) | 4,976,678 | |
Weighted average exercise price of shares vested and expected to vest (USD per share) | $ 4.37 | |
Weighted average remaining contractual life of shares vested and expected to vest (in years) | 7 years 3 months 7 days | |
Total aggregate intrinsic value of shares vested and expected to vest | $ 3,880 | |
Exercisable (in shares) | 2,339,718 | |
Weighted average exercise price of shares exercisable (USD per share) | $ 6.16 | |
Weighted average remaining contractual life of shares exercisable (in years) | 6 years 8 months 1 day | |
Total aggregate intrinsic value of shares exercisable | $ 866 |
Equity Incentive Plans - Summ_3
Equity Incentive Plans - Summary of Black-Scholes Option Pricing Model Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
2015 Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.55% | 2.14% |
Risk-free interest rate, maximum | 2.42% | 2.81% |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility, minimum | 67.00% | 77.00% |
Expected volatility, maximum | 82.00% | 92.00% |
2015 Employee Stock Purchase Plan | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | 6 months |
2015 Employee Stock Purchase Plan | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 2 years | 2 years |
Authorized for future stock awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.42% | 2.55% |
Risk-free interest rate, maximum | 2.57% | 3.06% |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 83.00% | |
Expected volatility, minimum | 80.00% | |
Expected volatility, maximum | 82.00% | |
Authorized for future stock awards | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 3 months 7 days | 5 years 6 months |
Authorized for future stock awards | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 29 days | 6 years 29 days |
Equity Incentive Plans - Summ_4
Equity Incentive Plans - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 5,073 | $ 5,710 |
Research and development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 2,502 | 2,676 |
General and administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 2,571 | $ 3,034 |
Significant Agreements and Co_3
Significant Agreements and Contracts - Additional Information (Details) - USD ($) | Sep. 03, 2019 | Mar. 30, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Revenue from collaborative agreement | $ 1,815,000 | $ 19,100,000 | $ 0 | $ 0 | $ 20,915,000 | $ 0 | $ 0 | ||
Subaward Agreement | CD201 product candidate | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Qualifying development expenses to be reimbursed by CARB-X upon acceptance of new initial drug application | $ 3,900,000 | ||||||||
Qualifying development expenses to be reimbursed by CARB-X through a Phase 1 clinical trial of CD201 | $ 3,000,000 | ||||||||
Agreement termination, written notice period | 30 days | ||||||||
Mundipharma Medical Company | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Collaborative agreement, maximum cost share, percentage | 50.00% | ||||||||
Affiliated Entity | Mundipharma Medical Company | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Collaborative agreement, maximum cost share | $ 31,200,000 | ||||||||
Collaborative arrangement, purchase price | 61,200,000 | ||||||||
Collaborative agreement, potential transaction value | 568,000,000 | ||||||||
Payments related to collaborative agreement | 30,000,000 | ||||||||
Revenue recognized from collaborative agreement related to performance obligation satisfied at a point in time | 17,861,000 | 17,861,000 | |||||||
Revenue recognized from collaborative agreement related to performance obligation satisfied over time | 3,054,000 | ||||||||
Costs reimbursed | 700,000 | ||||||||
Affiliated Entity | Mundipharma Medical Company | License of Intellectual Property | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Revenue recognized from collaborative agreement related to performance obligation satisfied at a point in time | $ 17,861,000 | 17,900,000 | 17,861,000 | ||||||
Affiliated Entity | Mundipharma Medical Company | Research and Development Services | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Revenue recognized from collaborative agreement related to performance obligation satisfied over time | 2,670,000 | ||||||||
Affiliated Entity | Mundipharma Medical Company | Clinical Supply Services | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Revenue recognized from collaborative agreement related to performance obligation satisfied over time | 384,000 | ||||||||
Affiliated Entity | Mundipharma Medical Company | Milestone Achievement | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Revenue from collaborative agreement | $ 0 | ||||||||
Affiliated Entity | Mundipharma Medical Company | Royalty | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Revenue from collaborative agreement | $ 0 | ||||||||
Affiliated Entity | Near Term Milestone | Mundipharma Medical Company | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Collaborative arrangement, additional third party funding commitment | $ 11,100,000 |
Significant Agreements and Co_4
Significant Agreements and Contracts - Summary of Contract Liability Activity (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Revenue From Collaborative Arrangement, Excluding Revenue From Contract With Customer, Liability [Roll Forward] | |
Opening balance, July 1, 2019 | $ 0 |
Closing balance, September 30, 2019 | 9,803 |
Affiliated Entity | Mundipharma Medical Company | |
Revenue From Collaborative Arrangement, Excluding Revenue From Contract With Customer, Liability [Roll Forward] | |
Opening balance, July 1, 2019 | 0 |
Payments received in advance | 30,718 |
Revenue from performance obligations satisfied during reporting period | (20,915) |
Closing balance, September 30, 2019 | $ 9,803 |
Significant Agreements and Co_5
Significant Agreements and Contracts - Revenues Disaggregated by Timing of Revenue Recognition (Details) - Affiliated Entity - Mundipharma Medical Company - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Revenue from Mundipharma Collaboration Agreement, Point in Time | $ 17,861 | |
Revenue from Mundipharma Collaboration Agreement, Over Time | 3,054 | |
License of Intellectual Property | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Revenue from Mundipharma Collaboration Agreement, Point in Time | 17,861 | $ 17,900 |
Research and Development Services | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Revenue from Mundipharma Collaboration Agreement, Over Time | 2,670 | |
Clinical Supply Services | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Revenue from Mundipharma Collaboration Agreement, Over Time | $ 384 |
Income Taxes - Reconciliation B
Income Taxes - Reconciliation Between Income Taxes Computed at Federal Statutory Rate and Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Federal income taxes at 21% for 2019 and 2018 and 34% for 2017 | $ (8,629) | $ (12,393) | $ (18,947) |
State income tax, net of federal benefit | (1,899) | 0 | 0 |
Tax effect on nondeductible expenses | 561 | (278) | 3,389 |
Research credits | (4,141) | (4,737) | (8,125) |
Rate change | (664) | 0 | 0 |
Change in valuation allowance | 13,692 | 16,421 | 5,133 |
Reserve for uncertain tax positions | 1,035 | 1,184 | 1,451 |
Tax Cuts and Jobs Act | 0 | 0 | 17,334 |
Other | 45 | (197) | (235) |
Income tax expense | $ 0 | $ 0 | $ 0 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating losses | $ 47,468 | $ 38,268 |
Research credits | 17,113 | 14,007 |
Intangibles | 270 | 241 |
Stock compensation | 2,916 | 1,940 |
Lease liability | 458 | 0 |
Other | 895 | 548 |
Total deferred tax assets | 69,120 | 55,004 |
Less valuation allowance | (68,695) | (55,004) |
Deferred tax assets, net of valuation allowance | 425 | 0 |
Deferred tax liabilities: | ||
Right-of-use assets | (425) | 0 |
Total deferred tax liabilities | 425 | 0 |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | ||||
Research and development credit carryforwards, no subject to expiration | $ 3,100 | |||
Deferred tax assets, valuation allowance | 68,695 | $ 55,004 | ||
Provisional income tax expense due to The Tax Cuts and Jobs Act | 17,300 | |||
Unrecognized tax benefits | 22,558 | $ 16,524 | $ 10,756 | $ 4,642 |
Unrecognized tax benefits that would impact on effective tax rate | 18,400 | |||
Federal | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | 214,600 | |||
Tax credit carryforwards, research and development | 20,500 | |||
State | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | 214,000 | |||
Tax credit carryforwards, research and development | $ 3,100 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amount of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | |
Unrecognized tax benefits | |||
Balance as of the beginning of the year | $ 16,524 | $ 10,756 | |
Increases related to current year tax positions | 1,074 | 1,224 | $ 2,149 |
Increases related to prior year tax positions | 4,960 | 4,544 | 3,965 |
Balance as of the end of the year | $ 22,558 | $ 16,524 | $ 4,642 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Jan. 01, 2019USD ($) | Dec. 31, 2019USD ($)optionclaim1 | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | ||||
Number of claims and actions pending | claim1 | 0 | |||
Operating leases renewal term | 36 months | 2 years | ||
Base rent | $ 70,000 | |||
Number of operating lease options for extension | option | 2 | |||
Annual increase in base rent | 3.00% | |||
Adjusted incremental borrowing rate used in measuring lease liability | 10.80% | |||
Lease rent expense | $ 1,000,000 | |||
Lease rent expense | $ 800,000 | $ 700,000 | ||
Contractual obligation, contract termination notice period | 30 days |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Amount, Timing and Uncertainty of Cash Flows from Operating Lease (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 969 |
2021 | 998 |
Total undiscounted operating lease payments | 1,967 |
Less: Imputed interest | (207) |
Present value of lease payments | $ 1,760 |
Commitments and Contingencies_3
Commitments and Contingencies - Supplemental Balance Sheet Information (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease right-of-use asset | $ 1,632 |
Current lease liability | 818 |
Lease liability | 942 |
Total operating lease liability | $ 1,760 |
Subsequent Events (Details)
Subsequent Events (Details) - Rights Offering, January 2020 - Subsequent event $ in Millions | Feb. 12, 2020USD ($)shares |
Subsequent Event [Line Items] | |
Gross proceeds | $ | $ 30 |
Common Stock | |
Subsequent Event [Line Items] | |
Shares sold (in shares) | 6,639,307 |
Series X Convertible Preferred Stock | |
Subsequent Event [Line Items] | |
Shares sold (in shares) | 531,288 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 1,815 | $ 19,100 | $ 0 | $ 0 | $ 20,915 | $ 0 | $ 0 | ||||
Operating expenses | 15,895 | 16,072 | 14,268 | 16,404 | $ 16,598 | $ 14,725 | $ 15,152 | $ 16,810 | 62,639 | 63,285 | 55,721 |
Other income (expense) | 57 | 11 | 721 | (157) | 4,256 | 1,106 | (1,154) | 61 | |||
Net income (loss) attributable to common shareholders | $ (14,023) | $ 2,595 | $ (13,547) | $ (16,561) | $ (12,342) | $ (13,619) | $ (26,635) | $ (16,749) | $ (41,092) | $ (69,345) | $ (55,728) |
Basic earnings (loss) per share (USD per share) | $ (0.42) | $ 0.08 | $ (0.49) | $ (0.60) | |||||||
Diluted earnings (loss) per share (USD per share) | $ (0.42) | $ 0.08 | $ (0.49) | $ (0.60) | |||||||
Shares used to compute basic earnings (loss) per share (in shares) | 33,272,964 | 33,006,280 | 27,786,808 | 27,729,977 | |||||||
Shares used to compute diluted earnings (loss) per share (in shares) | 33,272,964 | 38,687,937 | 27,786,808 | 27,729,977 | |||||||
Basic and diluted net loss per share (USD per share) | $ (0.44) | $ (0.49) | $ (1.13) | $ (0.80) | $ (1.41) | $ (2.76) | $ (3.18) | ||||
Shares used to compute basic and diluted net loss per share (in shares) | 27,780,212 | 27,705,472 | 23,592,763 | 20,894,353 | 29,093,174 | 25,142,976 | 17,500,853 |