Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 09, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | EVFM | ||
Entity Registrant Name | Evofem Biosciences, Inc. | ||
Entity Central Index Key | 1,618,835 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 17,763,340 | ||
Entity Public Float | $ 4,064,074 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 3,416,960 | $ 11,477,852 |
Prepaid expenses and other current assets | 608,432 | 1,029,546 |
Total current assets | 4,025,392 | 12,507,398 |
Restricted cash | 93,382 | 200,000 |
Property and equipment, net | 109,320 | |
Total assets | 4,118,774 | 12,816,718 |
Current liabilities: | ||
Accounts payable | 566,253 | 503,739 |
Accrued expenses | 845,768 | 398,453 |
Total current liabilities | 1,412,021 | 902,192 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding | ||
Common stock - $0.0001 par value; 300,000,000 shares authorized; 2,308,430 and 2,304,749 shares issued and outstanding at December 31, 2017 and 2016, respectively | 231 | 230 |
Additional paid-in capital | 138,550,328 | 137,764,651 |
Accumulated deficit | (135,843,806) | (125,850,355) |
Total stockholders’ equity | 2,706,753 | 11,914,526 |
Total liabilities and stockholders’ equity | $ 4,118,774 | $ 12,816,718 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 2,308,430 | 2,304,749 |
Common stock, shares outstanding | 2,308,430 | 2,304,749 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Expenses: | |||
Research and development | $ 3,945,757 | $ 6,578,678 | $ 34,409,664 |
General and administrative | 6,098,944 | 5,463,622 | 7,639,427 |
Total operating expenses | 10,044,701 | 12,042,300 | 42,049,091 |
Loss from operations | (10,044,701) | (12,042,300) | (42,049,091) |
Interest income | 51,250 | 59,465 | 26,033 |
Interest expense | (1,035,763) | (1,133,987) | |
Net loss | $ (9,993,451) | $ (13,018,598) | $ (43,157,045) |
Net loss per share, basic and diluted | $ (4.33) | $ (5.66) | $ (18.91) |
Weighted average shares used to compute basic and diluted net loss per share | 2,305,817 | 2,300,167 | 2,282,672 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2014 | $ 65,247,429 | $ 228 | $ 134,921,913 | $ (69,674,712) |
Beginning balance, shares at Dec. 31, 2014 | 2,278,554 | |||
Common stock issued upon exercise of options | 96,504 | $ 1 | 96,503 | |
Common stock issued upon exercise of options, shares | 8,027 | |||
Common stock issued upon purchase of the employee stock purchase plan | 42,126 | 42,126 | ||
Common stock issued upon purchase of the employee stock purchase plan, shares | 1,339 | |||
Issuance of restricted shares, net of shares repurchased for minimum tax liability | 193,500 | 193,500 | ||
Issuance of restricted shares, net of shares repurchased for minimum tax liability, shares | 3,750 | |||
Share-based compensation | 1,384,781 | 1,384,781 | ||
Net loss | (43,157,045) | (43,157,045) | ||
Ending balance at Dec. 31, 2015 | 23,807,295 | $ 229 | 136,638,823 | (112,831,757) |
Ending balance, shares at Dec. 31, 2015 | 2,291,670 | |||
Common stock issued upon exercise of options | 33,542 | 33,542 | ||
Common stock issued upon exercise of options, shares | 4,883 | |||
Issuance of restricted shares, net of shares repurchased for minimum tax liability | 1 | $ 1 | ||
Issuance of restricted shares, net of shares repurchased for minimum tax liability, shares | 8,196 | |||
Debt amendment warrant costs | 9,417 | 9,417 | ||
Share-based compensation | 1,082,869 | 1,082,869 | ||
Net loss | (13,018,598) | (13,018,598) | ||
Ending balance at Dec. 31, 2016 | 11,914,526 | $ 230 | 137,764,651 | (125,850,355) |
Ending balance, shares at Dec. 31, 2016 | 2,304,749 | |||
Common stock issued upon exercise of options | 26,349 | $ 1 | 26,348 | |
Common stock issued upon exercise of options, shares | 3,681 | |||
Share-based compensation | 759,329 | 759,329 | ||
Net loss | (9,993,451) | (9,993,451) | ||
Ending balance at Dec. 31, 2017 | $ 2,706,753 | $ 231 | $ 138,550,328 | $ (135,843,806) |
Ending balance, shares at Dec. 31, 2017 | 2,308,430 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | |||
Net loss | $ (9,993,451) | $ (13,018,598) | $ (43,157,045) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Loss on sale of assets | 56,350 | 4,858 | 6,140 |
Depreciation and amortization | 45,870 | 69,094 | 58,425 |
Non-cash interest expense on notes payable and debt | 100,290 | 220,447 | |
Share-based compensation | 759,329 | 1,082,869 | 1,578,279 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | 421,114 | 947,452 | (1,051,224) |
Accounts payable and accrued expenses | 509,829 | (5,440,958) | 4,433,561 |
Net cash used in operating activities | (8,200,959) | (16,254,993) | (37,911,417) |
Investing activities | |||
Proceeds from sale of property and equipment | 7,100 | 3,100 | |
Purchase of property and equipment | (226,128) | ||
Net cash provided by (used in) investing activities | 7,100 | 3,100 | (226,128) |
Financing activities | |||
Prepayment resulting in debt extinguishment | (9,514,058) | ||
Principal payments on bank loan | (538,342) | ||
Issuance of common stock from exercise of options | 26,349 | 33,542 | 96,506 |
Issuance of common stock from employee stock purchase plan | 42,126 | ||
Net cash provided by (used in) financing activities | 26,349 | (10,018,858) | 138,632 |
Net decrease in cash, cash equivalents, and restricted cash | (8,167,510) | (26,270,751) | (37,998,913) |
Cash, cash equivalents, and restricted cash beginning of period | 11,677,852 | 37,948,603 | 75,947,516 |
Cash, cash equivalents, and restricted cash end of period | $ 3,510,342 | 11,677,852 | 37,948,603 |
Supplemental disclosure of cash flow activity | |||
Cash paid for interest | $ 973,115 | $ 912,500 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Neothetics, Inc. (the “Company” or “Neothetics”), was originally incorporated in Delaware on February 1, 2007, under the name Lipothera, Inc. In September 2008, Lipothera, Inc. changed its name to Lithera, Inc. In August 2014, Lithera, Inc. changed its name to Neothetics, Inc. Neothetics was a clinical-stage specialty pharmaceutical company that developed therapeutics for the aesthetic market. Merger of Neothetics, Inc. and Evofem Biosciences Operations, Inc. On January 17, 2018, Neothetics and privately-held Evofem Biosciences Operations, Inc., or Private Evofem, completed a merger and reorganization, or the Merger, in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated October 17, 2017, or the Merger Agreement, by and among Neothetics, Private Evofem and a wholly owned subsidiary of Neothetics, Nobelli Merger Sub, Inc., or Merger Sub, whereby Merger Sub merged with and into Private Evofem, with Private Evofem surviving as a wholly owned subsidiary of Neothetics. In connection with the Merger, on January 17, 2018, the Company filed a certificate of amendment to its amended and restated certificate of incorporation to effect a six-for-one reverse stock split of its common stock, or the Reverse Split, cause the Company not to be governed by Section 203 of the Delaware General Corporation Law, or the DGCL, and change its name from “Neothetics, Inc.” to “Evofem Biosciences, Inc.” The name change and the Reverse Split were both effected on January 17, 2018. Shares of the Company’s common stock commenced trading on The Nasdaq Capital Market under the new name and ticker symbol “EVFM” as of market open on January 18, 2018. No fractional shares were issued in connection with the Reverse Split. The accompanying financial statements and notes to the financial statements give retroactive effect to the Reverse Split for all the periods presented. The Merger was structured as a reverse capitalization, and Private Evofem was determined to be the accounting acquirer based on the terms of the Merger and other factors. The financial information included in the financial statements is that of Neothetics prior to the Merger because the Merger was consummated after the period covered by these financial statements. As of December 31, 2017, Neothetics had devoted substantially all of its efforts to product development, raising capital, and building infrastructure and has not realized revenues from its planned principal operations. Basis of Presentation and Liquidity The Company has a limited operating history. The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. The Company expects to continue to incur net losses into the foreseeable future. In accordance with ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern The Company has incurred net losses from operations since inception and has an accumulated deficit of $135.8 million at December 31, 2017. Management has prepared cash flows forecasts which indicate that based on the Company’s expected operating losses and negative cash flows, there is substantial doubt about the Company’s ability to continue as a going concern for twelve months after the date that the financial statements for the year ended December 31, 2017, are issued. Even with the Merger that was completed on January 17, 2018, uncertainties associated with the Company’s ability to obtain additional funding raise substantial doubt about the Company’s ability to continue as a going concern. The Company plans to continue to fund its losses from operations and capital funding needs through debt and equity financing or through collaborations and partnerships with other entities. Debt or equity financing or collaborations and partnerships with other entities may not be available, on a timely basis on terms that are acceptable to the Company, or at all. In addition, the Company may be required to scale back or discontinue advancement of product candidates, reduce headcount or reduce other operating expenses. This could have an adverse impact on the Company’s ability to achieve certain of its planned objectives during 2018, and thus, could materially harm the Company’s business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of 90 days or less at the date of purchase to be cash equivalents. Cash and cash equivalents include cash in readily available checking and money market accounts. Restricted Cash Restricted cash as of December 31, 2017 represents a $93,382 restricted money market account used to secure the standby letter of credit issued in connection with a lease (see Note 5 “Debt”). The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sum to the total of the same such amounts shown in the statement of cash flows. December 31, 2017 2016 2015 Cash and cash equivalents $ 3,416,960 $ 11,477,852 $ 37,748,603 Restricted cash 93,382 200,000 200,000 Total cash, cash equivalents and restricted cash $ 3,510,342 $ 11,677,852 $ 37,948,603 Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash due to the financial position of the depository institution in which those deposits are held. Fair Value of Financial Instruments The carrying amounts of prepaid and other current assets, accounts payable and accrued expenses are reasonable estimates of their fair value because of the short term maturity of these items. Property and Equipment Property and equipment, which primarily consist of office furniture and equipment and computer equipment, are stated at cost and depreciated over the estimated useful lives of the assets (three to five years) using the straight-line method. Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment. An impairment loss is recorded if and when events and circumstances indicate that assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. While the Company's current and historical operating losses and negative cash flows are indicators of impairment, management believes that future cash flows to be received support the carrying value of its long-lived assets and, accordingly, has not recognized any impairment losses since inception. Research and Development Costs Research and development expenses consist primarily of salaries and related overhead expenses; fees paid to consultants and contract research organizations; costs related to acquiring and manufacturing clinical trial materials; and costs related to compliance with regulatory requirements. All research and development costs are charged to expense as incurred. Income Taxes The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Valuation allowances are recorded when the realizability of such deferred tax assets is not more likely than not. The guidance on accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. During 2017 and 2016, the Company had not recognized interest and penalties in the balance sheets or statements of operations. The Company is subject to taxation in the U.S. and state jurisdictions. The Company’s tax years from inception are subject to examination by the United States and California authorities due to the carryforwards of unutilized net operating losses, or NOLs, and research and development credits. Share-Based Compensation Share-based compensation for the Company includes amortization related to all stock options, restricted stock awards and shares issued under the employee stock purchase plan, based on the grant-date fair value. The fair value of each option and restricted stock award is estimated on the date of grant using the Black-Scholes option pricing model. The expected life of the awards is based on the simplified method described in SEC Staff Accounting Bulletin No. 107. The expected volatility assumption is based upon the historical volatility of a number of publicly traded companies in similar stages of clinical development. The risk-free interest rate is based on the yield of U.S. Treasury bills with a life that approximates the expected life of the awards. The Company recognizes share-based compensation on a straight-line basis over the vesting term of the options and the actual forfeitures by reducing the employee share-based compensation expense in the same period as the forfeitures occur. Option grants to non-employees are valued at fair value and are expensed over the period services are provided. These options are subject to periodic revaluation to reflect the current fair value at each reporting period until the non-employee completes the performance obligation or the date on which a performance commitment is reached. There were 10,000 and 41,666 shares issued to non-employee consultants during the years ended December 31, 2017 and 2016, respectively. There was no non-cash compensation to consultants for the year ended December 31, 2015. Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common share equivalents outstanding during the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities, which include common stock warrants and outstanding stock options under the stock option plan, have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position. 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. December 31, 2017 2016 2015 Warrants for common stock 11,875 11,875 11,875 Common stock options and restricted stock awards issued and outstanding 246,810 145,188 227,157 258,685 157,063 239,032 Recent Adopted Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), In January 2017, the FASB issued ASU No. 2017-1, Business Combinations (Topic 805): Clarifying the Definition of a Business |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued expenses, including warrants issued in connection with financing arrangements, and long-term debt. Fair value estimates of these instruments are made at a specific point in time 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, accounts payable, and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of these instruments. The Company believes that the fair value of long-term debt approximates its carrying value based on the borrowing rates currently available to the Company for loans with similar terms. The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers or sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance prioritizes three levels of inputs into the following hierarchy: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016 are as follows: Fair Value Measurements at Reporting Date Using Balance as of December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Money market fund (1) $ 3,416,960 $ 3,416,960 $ — $ — Total assets $ 3,416,960 $ 3,416,960 $ — $ — (1) Included as a component of cash and cash equivalents on accompanying balance sheet. Fair Value Measurements at Reporting Date Using Balance as of December 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Money market fund (1) $ 11,477,852 $ 11,477,852 $ — $ — Total assets $ 11,477,852 $ 11,477,852 $ — $ — (1) Included as a component of cash and cash equivalents on accompanying balance sheet. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment consist of the following: December 31, 2017 2016 Office furniture and equipment $ 92,373 $ 254,049 Less accumulated depreciation and amortization (92,373 ) (144,729 ) $ — $ 109,320 Depreciation and amortization expense related to furniture and equipment amounted to $45,870, $69,094, and $58,425, for the years ended December 31, 2017, 2016, and 2015 respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt Loans In February 2010, and as amended during 2012, the Company entered into a loan and security agreement (2010 Loan and Security Agreement) with Silicon Valley Bank, or SVB, for borrowings of $3,750,000, collateralized by all assets of the Company. In connection with the borrowings, the Company issued warrants to the bank for the purchase of a total of 64,865 shares of Series B convertible preferred stock and warrants to purchase 75,000 shares of Series C convertible preferred stock. Effective upon the IPO, this was converted to a warrant to purchase 4,069 shares of common stock at a weighted average exercise price of $59.43 and expire ten years from the date of issuance. The 2010 Loan was paid in full in June 2014. In June 2014, the Company entered into a Loan and Security Agreement, or the Loan Agreement, with Hercules Technology Growth Capital Inc. that provided for borrowings up to $10.0 million available to the Company in two tranches. Upon closing of the Loan Agreement, the Company borrowed $4.0 million. In October 2014, the Company entered into the first amendment of the Loan Agreement and borrowed the remaining $6.0 million available under the agreement. In connection with the Loan Agreement, in June 2014, the Company issued warrants to purchase shares of Series C convertible preferred stock equal to 4% of the amount advanced under the loan. Effective upon the IPO, this was converted to a warrant to purchase 7,806 shares of common stock at $51.24, which expires on June 11, 2024. The fair value of the warrants issued was $207,429, based on the fair value of such Series C warrants at the date of issuance. The warrants’ fair value and financing fees of approximately $133,000 were recorded as a debt discount. In March 2016, the Company entered into the second amendment of the Loan Agreement that provided for a prepayment of the outstanding loan carrying amount of $5.5 million with a prepayment fee of $110,000. In connection with the second amendment, the Company re-priced the outstanding warrants to purchase 7,806 shares of common stock at a new exercise price of $3.72, which will expire in September 2022 unless exercised prior to such expiration date. The Company recorded a debt discount of $9,417 associated with the fair value of the warrants issued in connection with the amendment. In addition, the Company incurred loan amendment fees and legal fees of $52,400, which the Company recorded as a debt discount. In September 2016, the Company prepaid the remaining outstanding balance under the Loan Agreement at a carrying amount of $4.0 million with a prepayment fee of $120,000 and an end of term fee of $300,000. Accordingly, the Loan Agreement was terminated on September 23, 2016. Upon termination of the Loan Agreement, the prepayment fees of $230,000 and unamortized end of term fee of $260,000 were recorded as interest expense From June 2014 through payoff in September 2016, the Company paid interest equal to the greater of either 9.0%, plus the Prime Rate as reported in The Wall Street Journal, less 3.25% or 9.0%. The Company recorded total interest expense of $0, $1,035,763 and $1,133,987 for the twelve months ended December 31, 2017, December 31, 2016 and December 31, 2015, respectively. Letter of Credit In January 2015, the Company executed a lease amendment with LJ Gateway, LLC for new office space. In connection with this lease amendment the Company issued a stand-by letter of credit in the amount of $200,000 in lieu of a security deposit. Pursuant to the terms set forth in the lease amendment, as of March 31, 2017, the stand-by letter of credit was reduced to $93,382. The standby letter of credit is secured by a restricted money market account. The terms of the standby letter of credit expire in May 2020 and are subject to automatic yearly renewal prior to this date. |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Convertible Preferred Stock and Stockholders’ Equity | 6. Convertible Preferred Stock and Stockholders’ Equity Common Stock On December 1, 2015, the Company entered into a Controlled Equity Offering Sales Agreement, or the Sales Agreement, with Cantor Fitzgerald & Co., or Cantor Fitzgerald, as a sales agent pursuant to which the Company may offer and sell from time to time, through Cantor Fitzgerald shares of Neothetics common stock, par value $0.0001 per share, having an aggregate offering price of up to $20.0 million. The minimum share price for this Controlled Equity Offering is selected at the discretion of the board of directors. The Company cannot provide any assurances that it will issue any shares pursuant to the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, Cantor Fitzgerald will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and applicable Nasdaq rules to sell shares from time to time based upon Neothetics’ instructions, including any price, time or size limits specified by Neothetics. Under the Sales Agreement, Cantor Fitzgerald may sell shares by any method deemed to be an “at-the-market” offering as defined in Rule 415 under the U.S. Securities Act of 1933, as amended, or any other method permitted by law, including in privately negotiated transactions. Neothetics will pay Cantor Fitzgerald a commission of 3.0% of the aggregate gross proceeds from each sale of shares and has agreed to provide Cantor Fitzgerald with customary indemnification and contribution rights. Neothetics has also agreed to reimburse Cantor Fitzgerald for legal fees and disbursements, not to exceed $50,000 in the aggregate, in connection with entering into the Sales Agreement. The Sales Agreement may be terminated by Cantor Fitzgerald or Neothetics at any time upon notice to the other party, or by Cantor Fitzgerald at any time in certain circumstances, including the occurrence of a material and adverse change in Neothetics’ business or financial condition that makes it impractical or inadvisable to market the shares or to enforce contracts for the sale of the shares. As of December 31, 2017, no shares were issued pursuant to the Sales Agreement. Stock Compensation Plan The Company adopted a Stock Option Plan in 2007, or the 2007 Plan under which 211,893 shares of common stock were reserved for issuance to employees, non-employee directors, and consultants of the Company. Effective upon the completion of the Company’s IPO, the board of directors determined not to grant any further awards under the 2007 Plan. In September 2014, the Company’s board of directors and stockholders approved and adopted the 2014 Equity Incentive Plan, or the 2014 Plan. The 2014 Plan became effective immediately prior to the Company’s IPO. A total of 166,666 shares of common stock were initially reserved for issuance under the 2014 Plan. This reserve automatically increased on January 1, 2015, and will continue to increase each subsequent anniversary through 2024, by an amount equal to the smaller of (a) 4% of the number of shares of common stock issued and outstanding on the date immediately preceding December 31 and (b) an amount determined by our board of directors. All shares that remained available, expired, or otherwise terminated without having been exercised in full and unvested shares that were forfeited to or repurchased by us under the 2007 Plan were rolled into 2014 Plan. The 2014 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, or RSU’s, performance shares, and units and other cash-based or share-based awards. In addition, the 2014 Plan contains a mechanism through which we may adopt a deferred compensation arrangement in the future. Recipients of stock options shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The following table summarizes stock option and restricted stock award transactions under the 2014 Plan during the year ended December 31, 2017: Options Outstanding Weighted Average Exercise Price Weighted Average Contractual Life — Years Total Intrinsic Value Outstanding at December 31, 2016 145,188 $ 17.70 8.6 $ 18,363 Granted 145,877 $ 11.27 Exercised (3,681 ) $ 7.15 $ 5,725 Forfeited (40,574 ) $ 16.20 Outstanding and exercisable at December 31, 2017 246,810 $ 14.31 8.5 $ 539,259 Vested and options expected to vest at December 31, 2017 238,753 $ 14.33 8.4 $ 536,233 The 2014 Plan allows for the exercise of unvested options, which are subject to repurchase until vesting occurs. All options exercised to date were fully vested at date of exercise. No grants expired during the year ended December 31, 2017. The weighted average fair value of options granted was $4.96 and $2.71 for the twelve months ended December 31, 2017 and 2016, respectively. The weighted average fair value of options vested was $5.43 at December 31, 2017. Total cash received upon the exercise of stock options was $26,349 for the year ended December 31, 2017. The unrecognized compensation cost related to non-vested stock options and restricted stock awards outstanding at December 31, 2017 and 2016, net of expected forfeitures, was $263,206 and $420,339, respectively, to be recognized over a weighted-average remaining vesting period of approximately 1.1 and 1.7 years, respectively. Share-Based Compensation The estimated fair value of each option award granted was determined on the date of grant using the Black-Scholes option-pricing valuation model with the following weighted-average assumptions for options grants. Year Ended December 31, 2017 2016 2015 Weighted Average Assumptions: Risk-free interest rate 1.74 % 1.61 % 1.69 % Expected dividend yield 0 % 0 % 0 % Expected volatility 55.17 % 44.89 % 43.72 % Expected term (in years) 5.8 5.4 5.8 The risk-free interest rate assumption was based on the yield of an applicable rate for U.S. Treasury instruments with maturities similar to those of the expected term of the award being valued. The assumed dividend yield was based on the Company never paying cash dividends and having no expectation of paying cash dividends in the foreseeable future. The weighted average expected term of options was calculated using the simplified method as permitted by accounting guidance for stock-based compensation. In addition, due to the Company’s limited historical data, the estimated volatility was calculated based upon the historical volatility of comparable companies in the biotechnology industry whose share prices are publicly available for a sufficient period of time. Employee Stock Purchase Plan In November 2014, the Company adopted the 2014 Employee Stock Purchase Plan (the “ESPP”), which enables eligible employees to purchase shares of the Company’s common stock using their after tax payroll deductions of up to 15% of their eligible compensation, subject to certain restrictions. The ESPP initially authorized the issuance of 28,333 shares of common stock pursuant to purchase rights granted to employees. The number of shares of common stock reserved for issuance automatically increased on January 1, 2015 and will continue to increase on each January 1 thereafter through January 1, 2024, by the smaller of (a) 1.0% of the total issued and outstanding Shares on the preceding December 31, and (b) a number of Shares determined by the board of directors of the Company. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended, or the Code. The Company estimates the fair value of shares issued to employees under the ESPP using a Black-Scholes option-pricing model. The Black-Scholes model requires the use of subjective and complex assumptions, including (a) the expected stock price volatility, (b) the calculation of the expected term of the award, (c) the risk-free interest rate and (d) the expected dividend yield, which determine the fair value of share-based awards. There were no shares issued under the ESPP during the years ended December 31, 2017 and 2016. The weighted average assumptions used to estimate the fair value of shares issued under the ESPP in the year ended December 31, 2015, using the Black-Scholes option pricing model was as follows: Weighted Average Assumptions: Risk-free interest rate 0.39 % Expected dividend yield 0 % Expected volatility 45.13 % Expected term (in years) 1.23 The Company recognized non-cash share-based compensation expense related to its ESPP, restricted stock awards and stock options granted to employees and directors in its research and development and its general and administrative functions as follows: Year Ended December 31, 2017 2016 2015 Research and development $ 280,140 $ 163,996 $ 410,099 General and administrative 479,189 918,873 974,682 $ 759,329 $ 1,082,869 $ 1,384,781 Common Stock Reserved for Future Issuance Common stock reserved for future issuance is as follows: December 31, 2017 2016 Warrants issued and outstanding 11,875 11,875 Stock options and restricted stock awards issued and outstanding 246,810 145,188 Authorized for future option grants 366,249 379,362 Reserved for employee stock purchase plan 95,741 72,694 720,675 609,119 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes As of December 31, 2017, the Company had federal and California tax NOL carryforwards available to reduce its future taxable income of approximately $139,064,000 and $62,808,000, respectively. The federal NOL begins to expire in 2027, Utilization of the NOL and R&D credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Code as well as similar state and foreign provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an "ownership change" as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. Since the Company's formation, the Company has raised capital through the issuance of capital stock on several occasions, including the IPO in 2014, which on their own or combined with the purchasing stockholders' subsequent disposition of those shares, may have resulted in such an ownership change, or could result in an ownership change in the future. The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company's formation due to the complexity and cost associated with such a study and the fact that there may be additional such ownership changes in the future. If the Company has experienced an ownership change at any time since its formation, utilization of the NOL or R&D credit carryforwards would be subject to an annual limitation under Section 382 of the Code, which is determined by first multiplying the value of the Company's stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOL or R&D credit carryforwards before utilization. Further, until a study is completed and any limitation known, no amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit. Due to the existence of the valuation allowance, future changes in the Company's unrecognized tax benefits will not impact its effective tax rate. Any carryforwards that will expire prior to utilization as a result of such limitations will be removed from deferred tax assets, with a corresponding reduction of the valuation allowance. Until the study is completed, the Company has removed federal and state operating losses of approximately $33,590,000 and federal and state research and development credits of approximately $6,177,000 from its deferred tax asset schedule and has recorded a corresponding decrease to its valuation allowance. Significant components of the Company's deferred tax assets for federal and state income taxes at December 31, 2017 and 2016 are shown below. A valuation allowance has been established as realization of such deferred tax assets is uncertain. December 31, 2017 2016 Deferred tax assets: Accrued compensation 51,000 46,000 Non-qualified Stock Options 195,000 173,000 Other, net 7,000 34,000 Total deferred tax assets 253,000 253,000 Valuation allowance (253,000 ) (253,000 ) $ — $ — There was no material income tax expense for the years ended December 31, 2017 and 2016. A reconciliation of income tax expense as compared to the tax expense calculated by applying the statutory federal and state tax rate to income before taxes for the years ended December 31, is as follows: 2017 2016 2015 Income tax at statutory rates 34.00 % 39.80 % 39.80 % State changes (0.01 %) 0.00 % 0.00 % Transaction costs (5.52 %) 0.00 % 0.00 % NOL not recorded due to 382 limitations (25.78 %) (36.70 %) (39.30 %) Other (1.14 %) (3.10 %) (0.50 %) Tax reform - tax rate change (1.57 %) 0.00 % 0.00 % Total tax expense (0.02 %) 0.00 % 0.00 % The Tax Cuts and Jobs Act, or the Act, was enacted on December 22, 2017. The Act reduces the U.S. federal and corporate tax rate from 35% to 21%. At December 31, 2017, the Company has not completed the accounting for the tax effects of enactment of the Act; however, in certain cases, we have made a reasonable estimate of the effects on our existing deferred tax balances. As part of the Act, we remeasured our deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. Due to our full valuations, the remeasurement of our deferred tax assets and liabilities had no impact on the statement of operations. However, we are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts . The Company follows the provisions under the Income Taxes topic of the Codification which addresses accounting for the uncertainty in income taxes. The evaluation of a tax position in accordance with this topic is a two-step process. The first step involves recognition. The Company determines whether it is more likely than not that a tax position will be sustained upon tax examination, including resolution of any related appeals or litigation, based on only the technical merits of the position. The technical merits of a tax position derive from both statutory and judicial authority (legislation and statutes, legislative intent, regulations, rulings, and case law) and their applicability to the facts and circumstances of the tax position. If a tax position does not meet the more-likely-than-not recognition threshold, the benefit of that position is not recognized in the financial statements. The second step is measurement. A tax position that meets the more-likely-than-not recognition threshold is measures to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate resolution with a taxing authority. The Company files income tax returns in the United States and California. The Company currently has no years under examination by any jurisdiction; however, the Company is subject to income tax examination by federal and state for years beginning in 2013 and 2012, respectively. However, to the extent allowed by law, the taxing authorities may have the right to examine prior periods where NOLs and tax credits were generated and carried forward, and make adjustment up to the amount of the carryforwards. The Company does not have any unrecognized tax benefits as of December 31, 2017 and does not anticipate that the amount of unrecognized tax benefits will significantly change within the next twelve months. The Company has not recognized interest or penalties in its consolidated statements of operations and comprehensive loss since inception. The Company's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest and/or penalties in the statements of operations for the years ended December 31, 2017, 2016, and 2015 or for the period from February 1, 2007 to December 31, 2017. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | 8. Commitments Operating Leases The Company entered into a non-cancelable operating lease for its facilities on January 20, 2015. The lease expires in March 2020. On January 31, 2017, the Company entered into an Eleventh Amendment to the Lease with LJ Gateway Office LLC, or LJ Gateway. Concurrent with entering into the Lease Amendment, the Company entered into a Sublease with Abacus Data Systems, Inc., or Abacus, providing for the sublease of existing office space located at Suite No. 270. This Lease Amendment also provides the Company with additional office space located at Suite No. 250, 9171 Towne Centre Drive, San Diego California, which the Company occupies as its headquarters. Upon occurrence of Abacus retaining possession of the original premises in February 2017, Abacus received rent abatement for months one, three, and four as well as a discount of 50% off the base rent for months five through nine. Abacus paid the Company a base rent of $27,768 for the second month’s rent and $30,317 security deposit. The base rent will increase by three percent on each annual anniversary. In February 2017, the Company recorded $353,000 of sublease liability. The Company has recorded the rental income collected or accrued under the sublease as a reduction of rent expense. Rent expense and sublease rental income under the Lease Amendment and Sublease for the year ended December 31, 2017 were $326,000 and $264,000, respectively. Rent expense were $429,927 and $388,997 for the years ended December 31, 2016 and 2015, respectively. The payments escalate over the term of the lease; however, the Company recognizes the expense on a straight-line basis over the term of the lease. In December 2017, the Company entered into the Twelfth Amendment to the Lease with LJ Gateway whereby upon the mutual execution and delivery of a new lease between LJ Gateway’s affiliate and Abacus and Abacus vacates Suite No. 270, LJ Gateway and the Company agree that the Lease with respect to the office space located at Suite No. 270 shall be terminated. As of December 31, 2017, the sublease had not been terminated. The following table summarizes the minimum lease payments and sublease receipts under the lease agreement. Lease Payments Sublease Receipts 2018 $ 410,848 $ 342,374 2019 431,507 352,644 2020 109,293 90,143 Total $ 951,648 $ 785,161 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events Per the discussion in Note 1 “Organization and Basis of Presentation”, Neothetics and Private Evofem completed the Merger in accordance with the terms of the Merger Agreement whereby Merger Sub merged with and into Private Evofem, with Private Evofem surviving as a wholly owned subsidiary of Neothetics. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Liquidity | Basis of Presentation and Liquidity The Company has a limited operating history. The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. The Company expects to continue to incur net losses into the foreseeable future. In accordance with ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern The Company has incurred net losses from operations since inception and has an accumulated deficit of $135.8 million at December 31, 2017. Management has prepared cash flows forecasts which indicate that based on the Company’s expected operating losses and negative cash flows, there is substantial doubt about the Company’s ability to continue as a going concern for twelve months after the date that the financial statements for the year ended December 31, 2017, are issued. Even with the Merger that was completed on January 17, 2018, uncertainties associated with the Company’s ability to obtain additional funding raise substantial doubt about the Company’s ability to continue as a going concern. The Company plans to continue to fund its losses from operations and capital funding needs through debt and equity financing or through collaborations and partnerships with other entities. Debt or equity financing or collaborations and partnerships with other entities may not be available, on a timely basis on terms that are acceptable to the Company, or at all. In addition, the Company may be required to scale back or discontinue advancement of product candidates, reduce headcount or reduce other operating expenses. This could have an adverse impact on the Company’s ability to achieve certain of its planned objectives during 2018, and thus, could materially harm the Company’s business. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of 90 days or less at the date of purchase to be cash equivalents. Cash and cash equivalents include cash in readily available checking and money market accounts. |
Restricted Cash | Restricted Cash Restricted cash as of December 31, 2017 represents a $93,382 restricted money market account used to secure the standby letter of credit issued in connection with a lease (see Note 5 “Debt”). The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sum to the total of the same such amounts shown in the statement of cash flows. December 31, 2017 2016 2015 Cash and cash equivalents $ 3,416,960 $ 11,477,852 $ 37,748,603 Restricted cash 93,382 200,000 200,000 Total cash, cash equivalents and restricted cash $ 3,510,342 $ 11,677,852 $ 37,948,603 |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash due to the financial position of the depository institution in which those deposits are held. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of prepaid and other current assets, accounts payable and accrued expenses are reasonable estimates of their fair value because of the short term maturity of these items. |
Property and Equipment | Property and Equipment Property and equipment, which primarily consist of office furniture and equipment and computer equipment, are stated at cost and depreciated over the estimated useful lives of the assets (three to five years) using the straight-line method. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment. An impairment loss is recorded if and when events and circumstances indicate that assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. While the Company's current and historical operating losses and negative cash flows are indicators of impairment, management believes that future cash flows to be received support the carrying value of its long-lived assets and, accordingly, has not recognized any impairment losses since inception. |
Research and Development Costs | Research and Development Costs Research and development expenses consist primarily of salaries and related overhead expenses; fees paid to consultants and contract research organizations; costs related to acquiring and manufacturing clinical trial materials; and costs related to compliance with regulatory requirements. All research and development costs are charged to expense as incurred. |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Valuation allowances are recorded when the realizability of such deferred tax assets is not more likely than not. The guidance on accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. During 2017 and 2016, the Company had not recognized interest and penalties in the balance sheets or statements of operations. The Company is subject to taxation in the U.S. and state jurisdictions. The Company’s tax years from inception are subject to examination by the United States and California authorities due to the carryforwards of unutilized net operating losses, or NOLs, and research and development credits. |
Share-Based Compensation | Share-Based Compensation Share-based compensation for the Company includes amortization related to all stock options, restricted stock awards and shares issued under the employee stock purchase plan, based on the grant-date fair value. The fair value of each option and restricted stock award is estimated on the date of grant using the Black-Scholes option pricing model. The expected life of the awards is based on the simplified method described in SEC Staff Accounting Bulletin No. 107. The expected volatility assumption is based upon the historical volatility of a number of publicly traded companies in similar stages of clinical development. The risk-free interest rate is based on the yield of U.S. Treasury bills with a life that approximates the expected life of the awards. The Company recognizes share-based compensation on a straight-line basis over the vesting term of the options and the actual forfeitures by reducing the employee share-based compensation expense in the same period as the forfeitures occur. Option grants to non-employees are valued at fair value and are expensed over the period services are provided. These options are subject to periodic revaluation to reflect the current fair value at each reporting period until the non-employee completes the performance obligation or the date on which a performance commitment is reached. There were 10,000 and 41,666 shares issued to non-employee consultants during the years ended December 31, 2017 and 2016, respectively. There was no non-cash compensation to consultants for the year ended December 31, 2015. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common share equivalents outstanding during the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities, which include common stock warrants and outstanding stock options under the stock option plan, have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position. 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. December 31, 2017 2016 2015 Warrants for common stock 11,875 11,875 11,875 Common stock options and restricted stock awards issued and outstanding 246,810 145,188 227,157 258,685 157,063 239,032 |
Recent Adopted Accounting Pronouncements | Recent Adopted Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), In January 2017, the FASB issued ASU No. 2017-1, Business Combinations (Topic 805): Clarifying the Definition of a Business |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sum to the total of the same such amounts shown in the statement of cash flows. December 31, 2017 2016 2015 Cash and cash equivalents $ 3,416,960 $ 11,477,852 $ 37,748,603 Restricted cash 93,382 200,000 200,000 Total cash, cash equivalents and restricted cash $ 3,510,342 $ 11,677,852 $ 37,948,603 |
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. December 31, 2017 2016 2015 Warrants for common stock 11,875 11,875 11,875 Common stock options and restricted stock awards issued and outstanding 246,810 145,188 227,157 258,685 157,063 239,032 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | Assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016 are as follows: Fair Value Measurements at Reporting Date Using Balance as of December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Money market fund (1) $ 3,416,960 $ 3,416,960 $ — $ — Total assets $ 3,416,960 $ 3,416,960 $ — $ — (1) Included as a component of cash and cash equivalents on accompanying balance sheet. Fair Value Measurements at Reporting Date Using Balance as of December 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Money market fund (1) $ 11,477,852 $ 11,477,852 $ — $ — Total assets $ 11,477,852 $ 11,477,852 $ — $ — (1) Included as a component of cash and cash equivalents on accompanying balance sheet. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: December 31, 2017 2016 Office furniture and equipment $ 92,373 $ 254,049 Less accumulated depreciation and amortization (92,373 ) (144,729 ) $ — $ 109,320 |
Convertible Preferred Stock a20
Convertible Preferred Stock and Stockholders Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Stock Option and Restricted Stock Award Transactions | The following table summarizes stock option and restricted stock award transactions under the 2014 Plan during the year ended December 31, 2017: Options Outstanding Weighted Average Exercise Price Weighted Average Contractual Life — Years Total Intrinsic Value Outstanding at December 31, 2016 145,188 $ 17.70 8.6 $ 18,363 Granted 145,877 $ 11.27 Exercised (3,681 ) $ 7.15 $ 5,725 Forfeited (40,574 ) $ 16.20 Outstanding and exercisable at December 31, 2017 246,810 $ 14.31 8.5 $ 539,259 Vested and options expected to vest at December 31, 2017 238,753 $ 14.33 8.4 $ 536,233 |
Schedule of Estimated Fair Value of Option Award Granted Determined Using Black-Scholes Option-Pricing Valuation Model | The estimated fair value of each option award granted was determined on the date of grant using the Black-Scholes option-pricing valuation model with the following weighted-average assumptions for options grants. Year Ended December 31, 2017 2016 2015 Weighted Average Assumptions: Risk-free interest rate 1.74 % 1.61 % 1.69 % Expected dividend yield 0 % 0 % 0 % Expected volatility 55.17 % 44.89 % 43.72 % Expected term (in years) 5.8 5.4 5.8 |
Summary of Recognized Non-Cash Share-Based Compensation Expense | The Company recognized non-cash share-based compensation expense related to its ESPP, restricted stock awards and stock options granted to employees and directors in its research and development and its general and administrative functions as follows: Year Ended December 31, 2017 2016 2015 Research and development $ 280,140 $ 163,996 $ 410,099 General and administrative 479,189 918,873 974,682 $ 759,329 $ 1,082,869 $ 1,384,781 |
Summary of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance is as follows: December 31, 2017 2016 Warrants issued and outstanding 11,875 11,875 Stock options and restricted stock awards issued and outstanding 246,810 145,188 Authorized for future option grants 366,249 379,362 Reserved for employee stock purchase plan 95,741 72,694 720,675 609,119 |
ESPP | |
Schedule of Estimated Fair Value of Option Award Granted Determined Using Black-Scholes Option-Pricing Valuation Model | The weighted average assumptions used to estimate the fair value of shares issued under the ESPP in the year ended December 31, 2015, using the Black-Scholes option pricing model was as follows: Weighted Average Assumptions: Risk-free interest rate 0.39 % Expected dividend yield 0 % Expected volatility 45.13 % Expected term (in years) 1.23 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Deferred Tax Assets | Significant components of the Company's deferred tax assets for federal and state income taxes at December 31, 2017 and 2016 are shown below. A valuation allowance has been established as realization of such deferred tax assets is uncertain. December 31, 2017 2016 Deferred tax assets: Accrued compensation 51,000 46,000 Non-qualified Stock Options 195,000 173,000 Other, net 7,000 34,000 Total deferred tax assets 253,000 253,000 Valuation allowance (253,000 ) (253,000 ) $ — $ — |
Summary of Reconciliation of Income Tax Expense | A reconciliation of income tax expense as compared to the tax expense calculated by applying the statutory federal and state tax rate to income before taxes for the years ended December 31, is as follows: 2017 2016 2015 Income tax at statutory rates 34.00 % 39.80 % 39.80 % State changes (0.01 %) 0.00 % 0.00 % Transaction costs (5.52 %) 0.00 % 0.00 % NOL not recorded due to 382 limitations (25.78 %) (36.70 %) (39.30 %) Other (1.14 %) (3.10 %) (0.50 %) Tax reform - tax rate change (1.57 %) 0.00 % 0.00 % Total tax expense (0.02 %) 0.00 % 0.00 % |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Minimum Lease Payments and Sublease Receipts Under the Lease Agreements | The following table summarizes the minimum lease payments and sublease receipts under the lease agreement. Lease Payments Sublease Receipts 2018 $ 410,848 $ 342,374 2019 431,507 352,644 2020 109,293 90,143 Total $ 951,648 $ 785,161 |
Organization and Basis of Pre23
Organization and Basis of Presentation - Additional Information (Detail) | Jan. 17, 2018 | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) |
Organization And Basis Of Presentation [Line Items] | |||
Merger and reorganization, completion date | Jan. 17, 2018 | ||
Agreement of reorganization and merger date | Oct. 17, 2017 | ||
Number of fractional shares issued in connection with reverse split | shares | 0 | ||
Accumulated deficit | $ (135,843,806) | $ (125,850,355) | |
Planned Principal Operations on Product Development, Raising Capital, and Building Infrastructure | |||
Organization And Basis Of Presentation [Line Items] | |||
Realized revenues from planned principal operations | $ 0 | ||
Subsequent Event | |||
Organization And Basis Of Presentation [Line Items] | |||
Reverse stock split of common stock | six-for-one reverse stock split | ||
Reverse stock split, conversion ratio | 6 | ||
DELAWARE | |||
Organization And Basis Of Presentation [Line Items] | |||
Date of incorporation | Feb. 1, 2007 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted cash | $ 93,382 | ||
Impairment of long-lived assets | 0 | ||
Interest and penalties related to income tax | 0 | $ 0 | |
Non-cash compensation | $ 759,329 | $ 1,082,869 | $ 1,578,279 |
Non-Employee Consultants | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shares issued during period | 10,000 | 41,666 | |
Consultants | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Non-cash compensation | $ 0 | ||
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of the assets | 3 years | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of the assets | 5 years |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Cash Cash Equivalents and Restricted Cash [Abstract] | ||||
Cash and cash equivalents | $ 3,416,960 | $ 11,477,852 | $ 37,748,603 | |
Restricted cash | 93,382 | 200,000 | 200,000 | |
Total cash, cash equivalents and restricted cash | $ 3,510,342 | $ 11,677,852 | $ 37,948,603 | $ 75,947,516 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Summary of Outstanding Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share | 258,685 | 157,063 | 239,032 |
Warrants for Common Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share | 11,875 | 11,875 | 11,875 |
Common Stock Options and Restricted Stock Awards Issued and Outstanding | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share | 246,810 | 145,188 | 227,157 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | $ 3,416,960 | $ 11,477,852 |
Money market fund | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 3,416,960 | 11,477,852 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 3,416,960 | 11,477,852 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market fund | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | $ 3,416,960 | $ 11,477,852 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Abstract] | ||
Office furniture and equipment | $ 92,373 | $ 254,049 |
Less accumulated depreciation and amortization | $ (92,373) | (144,729) |
Property and equipment, net | $ 109,320 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 45,870 | $ 69,094 | $ 58,425 |
Furniture and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 45,870 | $ 69,094 | $ 58,425 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Sep. 23, 2016USD ($) | Sep. 30, 2016USD ($) | Mar. 31, 2016USD ($)$ / sharesshares | Oct. 31, 2014USD ($) | Jun. 30, 2014USD ($)Tranche$ / sharesshares | Feb. 28, 2010USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2016 | Mar. 31, 2017USD ($) | Jan. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Prepayment of outstanding loan carrying amount | $ 9,514,058 | |||||||||||
Interest expense | 1,035,763 | $ 1,133,987 | ||||||||||
Stand-by Letter of Credit | LJ Gateway, LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit | $ 93,382 | $ 200,000 | ||||||||||
Line of credit facility, expiration date | 2020-05 | |||||||||||
2010 Loan and Security Agreement | Silicon Valley Bank | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility collateralized | $ 3,750,000 | |||||||||||
Warrants issued and outstanding | shares | 4,069 | |||||||||||
Warrant exercise price per share | $ / shares | $ 59.43 | |||||||||||
Warrant expiration period from date of issuance | 10 years | |||||||||||
2010 Loan and Security Agreement | Silicon Valley Bank | Series B Convertible Preferred Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants issued in connection with debt | shares | 64,865 | |||||||||||
2010 Loan and Security Agreement | Silicon Valley Bank | Series C Convertible Preferred Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants issued in connection with debt | shares | 75,000 | |||||||||||
2014 Loan and Security Agreement | Hercules Technology Growth Capital Inc | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 10,000,000 | |||||||||||
Number of tranches | Tranche | 2 | |||||||||||
Amount borrowed under loan agreement | $ 6,000,000 | $ 4,000,000 | ||||||||||
Debt discount | $ 52,400 | $ 133,000 | ||||||||||
Prepayment of outstanding loan carrying amount | $ 4,000,000 | 5,500,000 | ||||||||||
Prepayment fees | $ 120,000 | $ 110,000 | ||||||||||
End of term payment | $ 300,000 | |||||||||||
Loan agreement terminated date | Sep. 23, 2016 | |||||||||||
Interest expense | $ 0 | $ 1,035,763 | $ 1,133,987 | |||||||||
2014 Loan and Security Agreement | Hercules Technology Growth Capital Inc | Scenario One | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate on loan | 9.00% | |||||||||||
2014 Loan and Security Agreement | Hercules Technology Growth Capital Inc | Scenario Two | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, description of variable rate basis | From June 2014 through payoff in September 2016, the Company paid interest equal to the greater of either 9.0%, plus the Prime Rate as reported in The Wall Street Journal, less 3.25% or 9.0%. | |||||||||||
2014 Loan and Security Agreement | Hercules Technology Growth Capital Inc | Prime Rate | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage deducted from sum of fixed and prime rate | 3.25% | |||||||||||
2014 Loan and Security Agreement | Hercules Technology Growth Capital Inc | Prime Rate | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage deducted from sum of fixed and prime rate | 9.00% | |||||||||||
2014 Loan and Security Agreement | Hercules Technology Growth Capital Inc | Debt Prepayment Fee | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest expense | 230,000 | |||||||||||
2014 Loan and Security Agreement | Hercules Technology Growth Capital Inc | Unamortized Term Fee | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest expense | $ 260,000 | |||||||||||
2014 Loan and Security Agreement | Hercules Technology Growth Capital Inc | Warrants | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants issued and outstanding | shares | 7,806 | 7,806 | ||||||||||
Warrant exercise price per share | $ / shares | $ 3.72 | $ 51.24 | ||||||||||
Warrant expiration date | Jun. 11, 2024 | |||||||||||
Debt discount | $ 9,417 | |||||||||||
Warrant expiration date | 2022-09 | |||||||||||
2014 Loan and Security Agreement | Hercules Technology Growth Capital Inc | Series C Convertible Preferred Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants issued as percentage of loan amount | 4.00% | |||||||||||
Fair value of warrants issued | $ 207,429 |
Convertible Preferred Stock a31
Convertible Preferred Stock and Stockholders' Equity - Additional Information (Detail) - USD ($) | Dec. 01, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 30, 2014 |
Class Of Stock [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 2,308,430 | 2,304,749 | |||
Shares reserved for future issuance | 720,675 | 609,119 | |||
Percentage of common stock issued and outstanding to increase shares reserved for issuance | 4.00% | ||||
Shares of common stock reserved for issuance description | This reserve automatically increased on January 1, 2015, and will continue to increase each subsequent anniversary through 2024, by an amount equal to the smaller of (a) 4% of the number of shares of common stock issued and outstanding on the date immediately preceding December 31 and (b) an amount determined by our board of directors. All shares that remained available, expired, or otherwise terminated without having been exercised in full and unvested shares that were forfeited to or repurchased by us under the 2007 Plan were rolled into 2014 Plan. | ||||
Weighted average fair value of options granted | $ 4.96 | $ 2.71 | |||
Weighted average fair value of options vested | $ 5.43 | ||||
Issuance of common stock from exercise of options | $ 26,349 | $ 33,542 | $ 96,506 | ||
Unrecognized compensation cost related to non-vested stock options and restricted stock awards outstanding, net of expected forfeitures | $ 263,206 | $ 420,339 | |||
Weighted-average remaining vesting period | 1 year 1 month 6 days | 1 year 8 months 12 days | |||
After Tax Payroll Deductions Percent | 15.00% | ||||
2007 Stock Option Plan | |||||
Class Of Stock [Line Items] | |||||
Shares reserved for future issuance | 211,893 | ||||
2014 Equity Incentive Plan | |||||
Class Of Stock [Line Items] | |||||
Shares reserved for future issuance | 166,666 | ||||
Cantor Fitzgerald | |||||
Class Of Stock [Line Items] | |||||
Percentage of commission paid to gross sales price | 3.00% | ||||
Common stock, shares issued | 0 | ||||
Cantor Fitzgerald | Maximum | |||||
Class Of Stock [Line Items] | |||||
Reimbursement of Legal Fees and Disbursements | $ 50,000 | ||||
Controlled Equity Offering Sales Agreement | Cantor Fitzgerald | |||||
Class Of Stock [Line Items] | |||||
Common stock, par value | $ 0.0001 | ||||
Controlled Equity Offering Sales Agreement | Cantor Fitzgerald | Maximum | |||||
Class Of Stock [Line Items] | |||||
Aggregate offering price | $ 20,000,000 | ||||
Employee Stock Purchase Plan | |||||
Class Of Stock [Line Items] | |||||
Shares reserved for future issuance | 28,333 | ||||
Shares reserved for future issuance | 95,741 | 72,694 | |||
Additional shares authorized (as a percent) | 1.00% | ||||
Stock issued during period, shares | 0 |
Convertible Preferred Stock a32
Convertible Preferred Stock and Stockholders' Equity - Summary of Stock Option and Restricted Stock Award Transactions (Detail) - 2014 Equity Incentive Plan - Stock Options and Restricted Stock - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options Outstanding beginning of period | 145,188 | |
Options Granted | 145,877 | |
Options Exercised | (3,681) | |
Options Forfeited | (40,574) | |
Options Outstanding at end of period | 246,810 | 145,188 |
Options Vested and options expected to vest at end of period | 238,753 | |
Weighted Average Exercise Price, Outstanding at beginning of period | $ 17.70 | |
Weighted Average Exercise Price, Granted | 11.27 | |
Weighted Average Exercise Price, Exercised | 7.15 | |
Weighted Average Exercise Price, Forfeited | 16.20 | |
Weighted Average Exercise Price, Outstanding at end of period | 14.31 | $ 17.70 |
Weighted Average Exercise Price Vested and options expected to vest at end of period | $ 14.33 | |
Weighted Average Contractual Life, Outstanding | 8 years 6 months | 8 years 7 months 6 days |
Weighted Average Contractual Life, Vested and options expected to vest at end of period | 8 years 4 months 24 days | |
Total Intrinsic Value, Outstanding at beginning of period | $ 18,363 | |
Total Intrinsic Value, Exercised | 5,725 | |
Total Intrinsic Value, Outstanding at end of period | 539,259 | $ 18,363 |
Total Intrinsic Value, Vested and options expected to vest | $ 536,233 |
Convertible Preferred Stock a33
Convertible Preferred Stock and Stockholders' Equity - Schedule of Estimated Fair Value of Option Award Granted Determined Using Black-Scholes Option-Pricing Valuation Model (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 1.74% | 1.61% | 1.69% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 55.17% | 44.89% | 43.72% |
Expected term (in years) | 5 years 9 months 18 days | 5 years 4 months 24 days | 5 years 9 months 18 days |
ESPP | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 0.39% | ||
Expected dividend yield | 0.00% | ||
Expected volatility | 45.13% | ||
Expected term (in years) | 1 year 2 months 23 days |
Convertible Preferred Stock a34
Convertible Preferred Stock and Stockholders' Equity - Summary of Recognized Non-Cash Share-Based Compensation Expense (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 759,329 | $ 1,082,869 | $ 1,384,781 |
Research And Development | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | 280,140 | 163,996 | 410,099 |
General And Administrative | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 479,189 | $ 918,873 | $ 974,682 |
Convertible Preferred Stock a35
Convertible Preferred Stock and Stockholders' Equity - Summary of Common Stock Reserved for Future Issuance (Detail) - shares | Dec. 31, 2017 | Dec. 31, 2016 |
Common Stock Reserved For Future Issuance [Line Items] | ||
Total common stock reserved for future issuance | 720,675 | 609,119 |
Authorized for future option grants | 366,249 | 379,362 |
Warrants issued and outstanding | ||
Common Stock Reserved For Future Issuance [Line Items] | ||
Total common stock reserved for future issuance | 11,875 | 11,875 |
Stock options and restricted stock awards issued and outstanding | ||
Common Stock Reserved For Future Issuance [Line Items] | ||
Total common stock reserved for future issuance | 246,810 | 145,188 |
Employee Stock Purchase Plan | ||
Common Stock Reserved For Future Issuance [Line Items] | ||
Total common stock reserved for future issuance | 95,741 | 72,694 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||||
Unrecognized tax benefits | $ 0 | |||
Income tax expense | $ 0 | $ 0 | ||
US federal and corporate tax rate | 34.00% | 39.80% | 39.80% | |
Income tax examination, Description | The Company files income tax returns in the United States and California. The Company currently has no years under examination by any jurisdiction; however, the Company is subject to income tax examination by federal and state for years beginning in 2013 and 2012, respectively. However, to the extent allowed by law, the taxing authorities may have the right to examine prior periods where NOLs and tax credits were generated and carried forward, and make adjustment up to the amount of the carryforwards. The Company does not have any unrecognized tax benefits as of December 31, 2017 and does not anticipate that the amount of unrecognized tax benefits will significantly change within the next twelve months. The Company has not recognized interest or penalties in its consolidated statements of operations and comprehensive loss since inception. | |||
Accrued interest and/or penalties | $ 0 | $ 0 | $ 0 | |
Internal Revenue Service (IRS) | ||||
Income Taxes [Line Items] | ||||
US federal and corporate tax rate | 35.00% | |||
Minimum | ||||
Income Taxes [Line Items] | ||||
Realized percentage of tax position measured from benefit | 50.00% | |||
Scenario, Forecast | ||||
Income Taxes [Line Items] | ||||
US federal and corporate tax rate | 21.00% | |||
Federal | ||||
Income Taxes [Line Items] | ||||
Net operating loss (NOL) carryforwards | $ 139,064,000 | |||
Net operating loss carryforwards expiration year | 2,027 | |||
Deferred tax asset, operating losses | $ 33,590,000 | |||
Deferred tax asset, research and development credit | 6,177,000 | |||
Federal | Research Tax Credit | ||||
Income Taxes [Line Items] | ||||
Research tax credit carryforwards | $ 3,976,000 | |||
Tax credit carryforward expiration year | 2,027 | |||
State | ||||
Income Taxes [Line Items] | ||||
Deferred tax asset, operating losses | $ 33,590,000 | |||
Deferred tax asset, research and development credit | 6,177,000 | |||
State | Research Tax Credit | ||||
Income Taxes [Line Items] | ||||
Research tax credit carryforwards | $ 2,786,000 | |||
Tax credit carryforward, description | The California research credit will carry forward indefinitely until utilized. | |||
State | California | ||||
Income Taxes [Line Items] | ||||
Net operating loss (NOL) carryforwards | $ 62,808,000 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Deferred Tax Assets (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Accrued compensation | $ 51,000 | $ 46,000 |
Non-qualified Stock Options | 195,000 | 173,000 |
Other, net | 7,000 | 34,000 |
Total deferred tax assets | 253,000 | 253,000 |
Valuation allowance | $ (253,000) | $ (253,000) |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Income Tax Expense (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Income tax at statutory rates | 34.00% | 39.80% | 39.80% |
State changes | (0.01%) | 0.00% | 0.00% |
Transaction costs | (5.52%) | 0.00% | 0.00% |
NOL not recorded due to 382 limitations | (25.78%) | (36.70%) | (39.30%) |
Other | (1.14%) | (3.10%) | (0.50%) |
Tax reform - tax rate change | (1.57%) | 0.00% | 0.00% |
Total tax expense | (0.02%) | 0.00% | 0.00% |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Leased Assets [Line Items] | ||||
Non-cancelable operating lease agreement date | Jan. 20, 2015 | |||
Lease expiration period | 2020-03 | |||
Rent expense | $ 429,927 | $ 388,997 | ||
Abacus Data Systems, Inc | Original Premises | ||||
Operating Leased Assets [Line Items] | ||||
Base rent discount for months five through nine | 50.00% | |||
Base rent for month second | $ 27,768 | |||
Security deposit | $ 30,317 | |||
Percentage of annual increase of monthly base rent | 3.00% | |||
Sublease liability | $ 353,000 | |||
Rent expense | $ 326,000 | |||
Sublease rental income | $ 264,000 |
Commitments - Summarized minimu
Commitments - Summarized minimum lease payments and sublease receipts under lease agreements (Detail) | Dec. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,018 | $ 410,848 |
2,019 | 431,507 |
2,020 | 109,293 |
Future minimum lease payments under operating leases | 951,648 |
2,018 | 342,374 |
2,019 | 352,644 |
2,020 | 90,143 |
Future minimum sublease receipts under operating leases | $ 785,161 |