Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 03, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Pulse Biosciences, Inc. | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Central Index Key | 1,625,101 | ||
Trading Symbol | plse | ||
Amendment Flag | false | ||
Document Type | 10-K | ||
Document Fiscal Period Focus | FY | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Common Stock, Shares Outstanding | 14,136,220 | ||
Entity Public Float | $ 54,677,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 2,089 | $ 3,606 |
Marketable investments | 14,306 | |
Prepaid expenses and other current assets | 268 | 44 |
Deferred offering costs | 347 | |
Total current assets | 16,663 | 3,997 |
Equipment, net of accumulated depreciation | 317 | 329 |
Intangible assets, net of accumulated amortization | 6,543 | 7,208 |
Goodwill | 2,791 | 2,791 |
Total assets | 26,314 | 14,325 |
Current liabilities: | ||
Accounts payable | 265 | 262 |
Accrued expenses | 751 | 398 |
Total current liabilities | 1,016 | 660 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; authorized - 5,000 shares; issued and outstanding - none | ||
Common stock, $0.001 par value: authorized – 45,000 shares; issued and outstanding – 13,315 shares and 7,565 shares at September 30, 2016 and December 31, 2015, respectively | 13 | 8 |
Additional paid-in-capital | 37,898 | 16,745 |
Accumulated other comprehensive loss | (7) | |
Accumulated deficit | (12,606) | (3,088) |
Total stockholders' equity | 25,298 | 13,665 |
Total liabilities and stockholders' equity | $ 26,314 | $ 14,325 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheets [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 13,315,000 | 7,565,000 |
Common stock, shares outstanding | 13,315,000 | 7,565,000 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive Loss - USD ($) shares in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Consolidated Statements Of Operations And Comprehensive Loss [Abstract] | |||||||||||
Revenue | |||||||||||
Operating expenses: | |||||||||||
General and administrative | $ 870,000 | $ 893,000 | $ 642,000 | $ 528,000 | $ 417,000 | $ 408,000 | $ 243,000 | $ 156,000 | 43,000 | 2,933,000 | 1,224,000 |
Research and development | 1,806,000 | 1,739,000 | 1,453,000 | 990,000 | 951,000 | 659,000 | 547,000 | 421,000 | 26,000 | 5,988,000 | 2,578,000 |
Amortization of intangible assets | 167,000 | 166,000 | 166,000 | 166,000 | 167,000 | 167,000 | 166,000 | 166,000 | 111,000 | 665,000 | 666,000 |
Costs of business acquisitions | 120,000 | ||||||||||
Total operating expenses | 2,843,000 | 2,798,000 | 2,261,000 | 1,684,000 | 1,535,000 | 1,234,000 | 956,000 | 743,000 | 300,000 | 9,586,000 | 4,468,000 |
Other income: | |||||||||||
Interest income | 34,000 | 31,000 | 3,000 | 68,000 | |||||||
Total other income | 34,000 | 31,000 | 3,000 | 68,000 | |||||||
Loss from operations, before income taxes | (2,809,000) | (2,767,000) | (2,258,000) | (1,684,000) | (1,535,000) | (1,234,000) | (956,000) | (743,000) | (300,000) | (9,518,000) | (4,468,000) |
Income tax benefit | (518,000) | (483,000) | (357,000) | (299,000) | (23,000) | (1,657,000) | |||||
Net loss | (2,809,000) | (2,767,000) | (2,258,000) | (1,684,000) | (1,017,000) | (751,000) | (599,000) | (444,000) | (277,000) | (9,518,000) | (2,811,000) |
Other comprehensive loss: | |||||||||||
Unrealized loss on available-for-sale securities, net of tax | 1,000 | (8,000) | (7,000) | ||||||||
Comprehensive loss | $ (2,808,000) | $ (2,775,000) | $ (2,258,000) | $ (1,684,000) | $ (1,017,000) | $ (751,000) | $ (599,000) | $ (444,000) | $ (277,000) | $ (9,525,000) | $ (2,811,000) |
Net loss per common share - basic and diluted | $ (0.21) | $ (0.21) | $ (0.23) | $ (0.22) | $ (0.13) | $ (0.10) | $ (0.08) | $ (0.06) | $ (0.11) | $ (0.86) | $ (0.37) |
Weighted average shares used to compute net loss per common share | 13,315 | 13,315 | 9,791 | 7,565 | 7,565 | 7,565 | 7,565 | 7,565 | 2,511 | 11,009 | 7,565 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Net loss for the period from May 19, 2014 (inception) through December 31, 2014 | $ (2,811) | $ (2,811) | |||
Balance at Dec. 31, 2014 | $ 8 | 16,343 | (277) | 16,074 | |
Balance, shares at Dec. 31, 2014 | 7,565 | ||||
Stock-based compensation expense | 402 | 402 | |||
Net loss | (2,811) | (2,811) | |||
Balance at Dec. 31, 2015 | $ 8 | 16,745 | (3,088) | $ 13,665 | |
Balance, shares at Dec. 31, 2015 | 7,565 | 7,565 | |||
Net loss for the period from May 19, 2014 (inception) through December 31, 2014 | (9,518) | $ (9,518) | |||
Issuance of common stock upon initial public offering, net of issuance costs | $ 5 | 20,283 | 20,288 | ||
Issuance of common stock upon initial public offering, net of issuance costs, shares | 5,750 | ||||
Stock-based compensation expense | 870 | 870 | |||
Unrealized gain (loss) on available-for-sale securities, net of tax | (7) | (7) | |||
Net loss | (9,518) | (9,518) | |||
Balance at Dec. 31, 2016 | $ 13 | $ 37,898 | $ (7) | $ (12,606) | $ 25,298 |
Balance, shares at Dec. 31, 2016 | 13,315 | 13,315 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Parenthetical) - Common Stock [Member] - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2016 | |
Private Placement [Member] | ||
Issuance costs | $ 853 | |
Initial Public Offering [Member] | ||
Issuance costs | $ 2,711 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net loss | $ (277) | $ (9,518) | $ (2,811) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation of equipment | 6 | 94 | 51 |
Amortization of intangible assets | 111 | 665 | 666 |
Stock-based compensation | 870 | 402 | |
Net premium amortization on marketable investments | 4 | ||
Change in deferred income taxes | (23) | (1,657) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | 12 | (135) | (12) |
Deferred offering costs | (280) | (347) | |
Accounts payable | 29 | 3 | 125 |
Accrued expenses | 58 | 246 | 305 |
Deferred grant revenue | (17) | (39) | |
Net cash used in operating activities | (101) | (8,051) | (3,317) |
Cash flows from investing activities: | |||
Purchase of equipment | (46) | (64) | (86) |
Cash acquired in connection with acquisition of businesses | 1 | ||
Purchase of marketable investments | (19,067) | ||
Maturities of marketable investments | 4,750 | ||
Net cash used in investing activities | (45) | (14,381) | (86) |
Cash flows from financing activities: | |||
Common stock issued to founders | 8 | ||
Net proceeds from private placement | 7,147 | ||
Proceeds from issuance of common stock from initial public offering, net of issuance costs | 20,915 | ||
Net cash provided by financing activities | 7,155 | 20,915 | |
Net increase (decrease) in cash | 7,009 | (1,517) | (3,403) |
Cash and cash equivalents at beginning of period | 3,606 | 7,009 | |
Cash and cash equivalents at end of period | 7,009 | 2,089 | 3,606 |
Supplemental disclosure of noncash investing and financing activities: | |||
Reclassification of deferred offering costs to additional paid-in capital upon initial public offering | 627 | ||
Fair value of common stock issued in connection with license agreement | 3,785 | ||
Fair value of common stock issued in connection with acquisition of businesses | $ 5,411 | ||
Equipment purchased in accrued expenses | $ 18 | $ 104 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2016 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations | 1. Organization and Description of Business Business and Basis of Presentation Pulse Biosciences, Inc., incorporated in Nevada on May 19, 2014, is a clinical-stage medical technologies company developing commercial clinical applications for its proprietary Nano-Pulse Stimulation (“NPS”) technology . NPS is a novel patented technology which leverages nano-second duration energy pulses that have demonstrated effective local tumor control and the initiation of an adaptive immune response in pre-clinical studies. The Company is pursuing a number of clinical applications for NPS, including human oncology, dermatology, aesthetics and other minimally invasive applications where NPS is believed to provide greater benefits compared to current therapies and treatments. Pulse Biosciences, Inc. is referred to individually as “Pulse” and collectively with its wholly-owned subsidiaries as described below as the “Company” or “Pulse Biosciences, Inc.” The Company’s corporate office and research facility are located in Burlingame, California. The Company’s activities are subject to significant risks and uncertainties, including the need for additional capital. The Company has not yet commenced any revenue-generating operations, does not have any cash flows from operations, and will need to raise additional capital to finance its operations. However, there can be no assurances that the Company will be able to obtain additional financing on acceptable terms and in the amounts necessary to fully fund its operating requirements. Initial Public Offering On May 13, 2016, the Company’s registration statement on Form S-1 (File No. 333-208694), as amended (the “Registration Statement”), relating to its initial public offering (“IPO”) was declared effective by the Securities and Exchange Commission (“SEC”) and closed on May 23, 2016, whereby the Company sold 5,000,000 shares of common stock at $4.00 per share. The shares began trading on the NASDAQ Capital Market under the trading symbol “PLSE” on May 18, 2016. On June 21, 2016, the underwriters exercised their overallotment option to purchase an additional 749,846 shares of the Company’s common stock at $4.00 per share. The Company received net proceeds of approximately $20.3 million from the IPO, including proceeds from the exercise of the overallotment option granted to the underwriters, net of underwriting discounts and commissions and other offering costs. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the financial statements of Pulse and its wholly-owned subsidiaries, BioElectroMed Corp. (“BEM”) and NanoBlate Corp. (“NB”), since their date of acquisition on November 6, 2014 . ThelioPulse, Inc. (“TPI”), which was acquired on November 6, 2014 , was merged into Pulse subsequent to its acquisition and ceased to exist as a separate entity. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates . Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents and investments. The Company places its cash equivalents and investments with high credit quality financial institutions and, by policy, limits the amounts invested with any one financial institution or issuer. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses since inception. Fair Value of Financial Instruments The Company believes the carrying amounts of its financial instruments, including cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses, approximate fair value due to the short-term nature of such instruments. Cash, Cash Equivalents and Marketable Investments The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company has designated all marketable investments as available-for-sale and therefore, such marketable investments are reported at fair value, with unrealized gains and losses recognized in accumulated other comprehensive income (loss) (“OCI”) in stockholders’ equity. The cost of marketable securities is adjusted for the amortization of premiums and discounts to expected maturity. Premium and discount amortization is included in other income, net. Realized gains and losses, as well as interest income, on available-for-sale securities are also included in other income, net. The Company includes all of its available-for-sale securities in current assets. All of the Company’s marketable investments are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its marketable investments below the cost basis is judged to be other-than-temporary. Factors considered in determining whether a loss is temporary include the length of time and extent to which the marketable investments fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, extent of the loss related to credit of the issuer, the expected cash flows from the security, the Company’s intent to sell the security and whether or not the Company will be required to sell the security before the recovery of its amortized cost. During the year ended December 31 2016, the Company did not recognize any impairment charges on its investments as it is more likely than not that the Company will recover their amortized cost basis upon sale or maturity. The Company did not hold investment securities at any time during the prior year. Deferred and Capitalized Offering Costs Costs incurred in connection with ongoing equity financing activities, consisting primarily of legal, accounting and other professional fees, are deferred until the related financing is either completed or abandoned. Costs related to completed equity financings are charged directly to additional paid-in capital. Costs related to abandoned financings are charged to operations. Equipment Equipment is recorded at cost and depreciated on a straight-line basis over their estimated useful lives, ranging from three to five years. Intangible Assets The Company’s intangible assets consist of acquired patents and licenses, which are being amortized over their estimated useful lives of twelve years. Long-Lived Assets The Company reviews long-lived assets, consisting of equipment and intangible assets, for impairment during each fiscal year or when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the assets. Assets to be disposed of are separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The Company has not historically recorded any impairment to its long-lived assets. In the future, if events or market conditions affect the estimated fair value to the extent that a long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs. For the years ended December 31, 2016, 2015 and the period from May 19, 2014 (inception) through December 31, 2014, the Company had not deemed any long-lived assets as impaired, and was not aware of the existence of any indicators of impairment at such dates. Goodwill The Company records goodwill when the consideration paid in a business acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. The Company reviews goodwill for impairment at least annually or whenever changes in circumstances indicate that the carrying value of the goodwill may not be recoverable. For the years ended December 31, 2016, 2015 and the period from May 19, 2014 (inception) through December 31, 2014, the Company had not deemed the value of goodwill as impaired, and was not aware of the existence of any indicators of impairment at such dates. Stock-Based Compensation The Company periodically issues stock options to officers, directors, employees and consultants for services rendered. Such issuances vest and expire according to terms established at the issuance date. Stock-based payments to officers, directors and employees, including grants of employee stock options, are recognized in the financial statements based on their grant date fair values. Stock option grants, which are generally time vested, are measured at the grant date fair value and charged to operations on a straight-line basis over the vesting period. The fair value of stock options is determined utilizing the Black-Scholes option-pricing model, which is affected by several variables, including the risk-free interest rate, the expected dividend yield, the life of the equity award, the exercise price of the stock option as compared to the fair value of the common stock on the grant date, and the estimated volatility of the common stock over the term of the equity award. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company estimates volatility based on the average historical volatilities of comparable public companies in a similar industry. The expected dividend yield is based on the current yield at the grant date; the Company has never declared or paid dividends and has no plans to do so for the foreseeable future. As permitted by Staff Accounting Bulletin No. 107, due to the Company’s lack of history and option activity, management utilizes the simplified method to estimate the expected term of options at the date of grant. Prior to the Company’s IPO, the fair value of common stock was determined by reference to either recent or anticipated cash transactions involving the sale of the Company’s common stock. Stock options issued to non-employees as compensation for services provided to the Company are accounted for based upon the estimated fair value of the stock option. Management utilizes the Black-Scholes option-pricing model to determine the fair value of the stock options issued by the Company. The Company recognizes this expense over the period in which the services are provided. The Company recognizes the fair value of stock-based compensation costs in general and administrative costs and in research and development costs, as appropriate, in the Company’s consolidated statements of operations. The Company issues new shares to satisfy stock option exercises. Research Grants Research grants are generally funded and paid through governmental, institutional, educational or research organizations. Grants received from agencies of the federal government are subject to federal regulation as to how the Company conducts its research activities, and the Company is required to comply with the respective research agreement terms relating to those grants. Amounts received under research grants are nonrefundable, regardless of the success of the underlying research project, to the extent that such amounts are expended in accordance with the approved grant project. The Company is permitted to draw down the research grants after incurring the related expenses. Amounts received under research grants are offset against the related research and development costs in the Company’s consolidated statement of operations as the costs are incurred. Research and Development Costs Research and development costs consist primarily of compensation costs, fees paid to consultants and outside service providers and organizations (including research institutes at universities), development prototypes, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s product candidates. Research and development costs incurred by the Company are expensed as incurred, unless the achievement of milestones, the completion of contracted work, or other information indicates that a different expensing schedule is more appropriate. Patent Costs The Company is the owner of numerous domestic and foreign patents. Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and any related patent applications, patent costs not related to acquired patents, including patent-related legal fees, filing fees and other costs, including internally generated costs, are expensed as incurred. During the years ended December 31, 2016 and 2015 patent costs totaled $0.5 million and $0.4 million, respectively . During the period from May 19, 2014 (inception) through December 31, 2014, patent costs were $26,000 . Patent costs are included in research and development costs in the consolidated statement s of operations and comprehensive loss. Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company determines that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, previous tax years remain open to examination by federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company is not currently under examination by any tax authority. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by U.S. GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. At December 31, 2016 and 2015, the Company had not recorded any liability for uncertain tax positions. The Company includes interest and penalties related to uncertain tax positions as a component of income tax expense. Comprehensive Loss Comprehensive loss consists of net loss and unrealized gains or losses on available-for-sale investments. The Company displays comprehensive loss and its components as part of the consolidated statements of operations and comprehensive loss. Net Loss per Share The Company’s basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock and common stock warrants are considered common stock equivalents. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted net loss per share. Basic and diluted net loss per common share is the same for all periods presented because all warrants and stock options outstanding are anti-dilutive. The following outstanding stock options and warrants to purchase common stock were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: May 19, 2014 (inception) Years Ended through December 31, December 31, 2016 2015 2014 Common stock warrants 874,610 299,625 299,625 Common stock options 1,229,355 875,221 — Total 2,103,965 1,174,846 299,625 Segment and Geographical Information The Company operate s and manage s its business as one reportable and operating segment. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. All of the Company’s long-lived assets are based in the United States. Recent ly Adopted Standards In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern, which requires management to evaluate whether there are conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern and to provide disclosures when certain criteria are met. The guidance is effective for annual periods beginning after December 15, 2016 and interim reporting periods starting in the first quarter of 2017. The Company adopted this standard as of December 31, 2016. Recent Accounting Pronouncements During May 2014, the Financial Accounting Standards Board (“FASB”) issued (“ASU”) No. 2014-09, Revenue from Contracts with Customers . This updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued an update to defer the effective date of this update by one year. This updated standard becomes effective for the Company in the first quarter of fiscal year 2018, but allows the Company to adopt the standard one year earlier if it so chooses. In March 2016, the FASB issued updates to this guidance to clarify the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued guidance to clarify aspects related to identifying performance obligations and the licensing implementation guidance. In May 2016, the FASB issued guidance to clarify the implementation on narrow scope improvements and practical expedients. The Company is currently evaluating the impact of adopting these standards. During February 2016, the FASB issued ASU No. 2016-02, Leases , which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). For lessees, leases will continue to be classified as either operating or financing in the income statement. This ASU becomes effective for the Company in the first quarter of fiscal year 2019 and early adoption is permitted. This ASU is required to be applied with a modified retrospective approach and requires application of the new standard at the beginning of the earliest comparative period presented. The Company generally does not finance purchases of equipment or other capital, but does lease its facilities. While the Company is continuing to assess all potential impacts of this standard, it expects that most of its lease commitments will be subject to the updated standard and recognized as lease liabilities and right-of-use assets upon adoption. During March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-based Payment Accounting . This ASU simplifies the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU requires that excess tax benefits and deficiencies be recognized as income tax benefit or expense in the income statement. The Company currently plans to implement this ASU as required in the first quarter of fiscal year 2017. The Company does not expect the adoption of this ASU to have a significant impact on its financial position. During June 2016, the FASB issued ASU 2016-13, Financial Instruments — Measurement of Credit Losses on Financial Instruments , which requires measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company beginning January 1, 2020. The Company is currently evaluating the impact of adopting this standard. During January 2017, the FASB issued ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment , which simplifies the accounting for goodwill impairment. This ASU removes Step 2 of the goodwill impairment test, which requires hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The new guidance also requires disclosure of the amount of goodwill at reporting units with zero or negative carrying amounts. ASU 2017-04 is effective for the Company beginning January 1, 2020. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company is currently evaluating the impact of adopting this standard. |
Fair Value Of Financial Instrum
Fair Value Of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Of Financial Instruments [Abstract] | |
Fair Value Of Financial Instruments | 3. Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Level 1 - Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2 - Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges. Level 3 - Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non- exchange -based derivatives and commingled investment funds, and are measured using present value pricing models. The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The Company classifies its investments in money market funds within Level 1 of the fair value hierarchy because they are valued using bank balances or quoted market prices. The Company classifies its Level 2 instruments based on market pricing and other observable inputs. The Company did not classify any of its investments within Level 3 of the fair value hierarchy. The following table sets forth the fair value of the Company’s financial assets measured on a recurring basis as of December 31, 2016 (in thousands): December 31, 2016 Assets Classification Level 1 Level 2 Level 3 Total Money market funds Cash and cash equivalents $ 1,726 $ — $ — $ 1,726 Corporate bonds Investments — 13,289 — 13,289 Asset-backed security Investments — 1,017 — 1,017 Total assets measured at fair value $ 1,726 $ 14,306 $ — $ 16,032 The Company did not have any financial assets measured on a recurring basis as of December 31, 2015. The Company did not have any financial liabilities measured on a recurring basis as of December 31, 2016 and 2015. During the year ended December 31, 2016, the Company did not record any impairment charges related to its marketable investments. T here were no transfers between Level 1, Level 2 or Level 3 assets reported at fair value on a recurring basis and the valuation techniques used did not change compared to the Company’s established practice. |
Equipment
Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Equipment [Abstract] | |
Equipment | 4 . Equipment Equipment consisted of the following (in thousands): December 31, 2016 2015 Laboratory equipment $ 425 $ 356 Software 20 10 Furniture, fixtures and equipment 17 20 462 386 Less: Accumulated depreciation (145) (57) $ 317 $ 329 Depreciation expense for the years ended December 31, 2016, 2015 and the period from May 19, 2014 (inception) to December 31, 2014 was $94,000 , $51,000 and $ 6,000 , respectively . |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets [Abstract] | |
Intangible Assets | 5 . Intangible Assets Intangible assets consisted of the following (in thousands): December 31, 2016 2015 Acquired patents and licenses $ 7,985 $ 7,985 Less: Accumulated amortization (1,442) (777) $ 6,543 $ 7,208 A schedule of the amortization of intangible assets for the five years ending December 31, 201 7 through 202 1 and thereafter is as follows (in thousands) : Year Ending December 31: 2017 $ 665 2018 666 2019 665 2020 666 2021 665 Thereafter 3,216 $ 6,543 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 6 . Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, 2016 2015 Professional fees $ 285 $ 84 Compensation expense 261 34 Other 205 40 Offering costs — 240 $ 751 $ 398 |
Stockholders' Equity And Stock-
Stockholders' Equity And Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity And Stock-Based Compensation [Abstract] | |
Stockholders' Equity And Stock-Based Compensation | 7. Stockholders’ Equity and Stock-Based Compensation Preferred Stock The Company has authorized a total o f 5,000,000 sh ares of preferred stock, par value $0.001 per share, none of which were outstanding at December 31, 2016 and 2015. The Company’s Board of Directors has the authority to issue preferred stock and to determine the rights, preferences, privileges, and restrictions, including voting rights, without any further vote or action by the Company’s stockholders. Common Stock The Company has authorized a total of 45,000,000 s hares of common stock, par value $0.001 per share. In conjunction with the incorporation of the Company, 1,125,000 shares of common stock were issued to its founding stockholders, which consisted of MDB Capital Group, LLC and its affiliated persons, for cash consideration of $ 8,000 . During November 2014, the Company sold 2,996,253 shares of common stock in a private placement to accredited investors for $2.67 per share, resulting in gross cash proceeds of $8 .0 million. Direct costs of the private placement consisted of a 10% placement agent fee to MDB Capital Group, LLC and its designees, of $0.8 million and related legal fees and reimbursable expenses of $54,000 . In conjunction with this private placement, the Company issued warrants to MDB Capital Group, LLC and its designees for a consideration of $1,000 . The placement agent warrants had a fair value of $0.6 million, calculated pursuant to the Black-Scholes option-pricing model, as described below. Issuance costs of the private placement, net of the consideration received from MDB Capital Group, LLC of $1,000 , aggregated $0.9 million and were charged directly to additional paid-in capital. During November 2014, the Company issued an aggregate of 3,444,198 shares of common stock valued at $9.2 million to acquire businesses and intellectual property license rights. During May 2016, the Company completed an IPO whereby it sold 5,749,846 shares of the Company’s common stock at $4.00 as described in Note 1. Common Stock Warrants During the year ended December 31, 2016, in connection with the closing of the Company’s initial public offering, the Company issued warrants as compensation to the underwriters of its initial public offering to purchase a total 574,985 shares of is common stock at a price of $5.00 per share. The warrants became exercisable 180 days after issuance and are exercisable for a period of five years. These warrants were valued pursuant to the Black-Scholes option-pricing model at $1.4 million, based on the following assumptions: fair value of common stock – $4.12 to $4.27 per share; risk free interest rate: 1.22% – 1.38% ; expected volatility – 80% ; expected dividend yield – 0% ; and expected term – 5 years. In conjunction with the private placement of common stock during November 2014 at $2.67 per share, the Company issued warrants to the placement agent to purchase 299,625 shares of common stock, exercisable at issuance for a period of seven years at $2.67 per share. The placement agent warrants have standard anti-dilution protections and cashless exercise rights. The placement agent warrants have piggy-back registration rights commencing on the date that the Company bec ame a reporting company under the Securities Exchange Act of 1934, as amended, and for a period of seven years thereafter, and a one-time demand registration right commencing six months after the date that the Company bec ame a reporting company under the Securities Exchange Act of 1934, as amended, and for a period of 54 months thereafter. A summary of warrant activity for the year ended December 31, 2016 is presented below: Weighted Average Weighted Remaining Number of Average Contractual Shares Exercise Price Life (in Years) Warrants outstanding at December 31, 2015 299,625 $ 2.67 5.85 Issued 574,985 5.00 Exercised — — Expired/terminated — — Warrants outstanding and exercisable at December 31, 2016 874,610 $ 4.20 4.53 The intrinsic value of exercisable in-the-money stock warrants was approximately $2.0 million as of December 31, 2016 . Stock Options During August 2015, the Company adopted the 2015 Stock Incentive Plan (the “2015 Plan”) and reserved 1,134,818 shares of common stock for issuance under the 2015 Plan, including stock options and restricted or performance stock awards. The 2015 Plan is administered by the Compensation Committee of the Company’s Board of Directors. Eligible participants in the 2015 Plan include the Company’s employees, officers and directors, and any person who has a business relationship with the Company. Options issued under the 2015 Plan may have a term of up to ten years and may have variable vesting provisions. New hire grants generally vest 25% upon the first anniversary of the grant and 1/12 quarterly thereafter, over the subsequent twelve quarters. Grants issued to existing employees generally vest quarterly over four years. During the year ended December 31, 2015, prior to the adoption of the 2015 Plan, all of the stock options granted to directors were at an exercise price of $2.67 per share, the same price as the common shares sold in the November 2014 private placement. Pursuant to an employment agreement with Darrin Uecker, the Company’s President and Chief Executive Officer (the “Executive”), the Company agreed to issue to the Executive , upon consummation of the proposed IPO, an additional stock option equal to 3% of the Company’s fully diluted shares of common stock outstanding after taking into account the shares to be issued in the IPO exercisable at the IPO per share price . On October 5, 2016, the Executive offered, and the Company accepted, to forgo receipt of such grant until such time the Company’s shareholders approve a new equity incentive plan or an increase in the number of shares available under the existing plan. In exchange for the Executive’s forgoing receipt of the post-IPO option grant, the Company agreed to amend the Executive ’s employment agreement (the “Amendment”) so that the Executive will receive (i) an option grant to purchase 187,286 shares of the Company’s c ommon s tock, which is a number of shares equal to the number of shares he would have been entitled to receive upon completion of the IPO, and (ii) a restricted stock grant equal in value to (A) the difference between the exercise price previously agreed to for the post-IPO option grant, which was $4.00 per share, and the exercise price on the date of the deferral grant, multiplied by (B) 187,286. In the event of a change of control that precedes the aforementioned option grant while the Executive is still an employee of the Company, the Executive would be entitled to receive a cash bonus equal to the consideration t he Executive would have received as a holder of 187,286 vested options to purchase the Company’s c ommon s tock at an exercise price of $4.00 per share. A summary of stock option activity for the year ended December 31, 2016 is presented below: Weighted Weighted Average Average Remaining Number of Exercise Contractual Shares Price Life (in Years) Stock options outstanding at December 31, 2015 875,221 $ 3.51 7.8 Issued 405,132 4.44 Exercised — — Expired/terminated (50,998) 3.57 Stock options outstanding at December 31, 2016 1,229,355 $ 3.82 Vested and expected to vest at December 31, 2016 1,229,355 $ 3.82 7.6 Stock options exercisable at December 31, 2016 354,855 $ 3.34 6.0 The exercise prices of stock options outstanding and exercisable are as follows at December 31, 201 6 : Options Outstanding Options Exercisable Weighted average Number remaining contractual Weighted average Number Weighted average Exercise Price outstanding life (in years) exercise price vested exercise price $2.67 302,620 3.3 $ 2.67 176,528 $ 2.67 $4.00 - $4.28 692,335 8.9 4.02 178,327 4.00 $4.67 - $4.68 234,400 9.6 4.68 — - 1,229,355 7.6 $ 3.82 354,855 $ 3.34 The intrinsic value of exercisable in-the-money stock options at December 31, 2016 was approximately $1.1 million . T he fair value of option award s w as estimated using the Black-Scholes option-pricing model utilizing the following assumptions: May 19, 2014 (inception) Years Ended through December 31, December 31, 2016 2015 2014 Expected term in years 6.08 3.5 - 6.25 — Expected volatility 80% 89% - 90% — Risk-free interest rate 1.16% - 1.45% 0.88% - 1.89% — Dividend yield — — — The fair value of the stock options granted during the year s ended December 31, 2016 and 2015, calculated pursuant to the Black-Scholes option-pricing model, was $1.2 million and $3.1 million, respectively . Total stock-based compensation expense consist ed of the following (in thousands): May 19, 2014 (inception) Years Ended through December 31, December 31, 2016 2015 2014 General and administrative $ 674 $ 397 $ — Research and development 196 5 — Total stock-based compensation expense $ 870 $ 402 $ — At December 31, 2016, there was $2.4 m illion of unrecognized compensation cost related to unvested stock-based compensation arrangements, which is expected to be recognized over a weighted average period of 2.84 years . |
Research Grants And Agreements
Research Grants And Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Research Grants And Agreements [Abstract] | |
Research Grants And Agreements | 8 . Research Grants and Agreements Research Grants The Company’s subsidiary, BEM, was acquired by Pulse in November 2014. BEM had received grants from the National Cancer Institute of the National Institutes of Health (the “NIH”), including grants from the NIH Small Business Innovation Research (“SBIR”) Program, to conduct research and develop devices that will provide health benefits utilizing bioelectric technology. At the time of the acquisition, BEM had an active research grant under the SBIR Program for a project entitled “EndoPulse System for Endoscopic Ultrasound-Guided Therapy of Pancreatic Carcinoma . ” This research project was completed during the year ended December 31, 2015. During the period from May 19, 2014 (inception) through December 31, 2014 and f or the year ended December 31, 2015, the Company received research grant funding of $0.2 million and $0.3 million, respectively. The Company has not subsequently pursued additional grants. Sponsored Research Agreement T he Company sponsor s research activities performed by ODURF’s Frank Reidy Center. ODURF is compensated by the Company for its conduct of each study in accordance with the budget and payment terms set forth in the applicable task order . During the years ended December 31, 2016 and 2015, the Company agreed to sponsor $1.0 million and $1.2 million, respectively, during the subsequent 12 -month period. The principal investigator may transfer funds with the budget as needed without the Company’s approval so long as the obligations of ODURF under the task order and statement of work remain unchanged and unimpaired. During the year ended December 31, 2016 and 2015, the Company incurred $0.9 million and $1.0 million, respectively, of costs pur suant to various task orders. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | 9 . Income Taxes The income tax provision for the year ended December 31, 2016 was $0 . The income tax provision for the year ended December 31, 2015 and the period from May 19, 2014 (inception) through December 31, 2014 was a benefit of $1.7 million and $23,000 , respectively. The prior years’ tax benefit s resulted from the realization of deferred tax assets related principally to the Company’s net operating loss for the year ended December 31, 2015, offset by deferred tax liability created based upon the difference in the value for book and tax purposes of certain acquired technology assets, which are considered temporary income tax differences under purchase accounting. A full valuation allowance is provided against the Company’s remaining deferred tax assets. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets at December 31, 201 6 and 2015 are summarized below (in thousands): December 31, 2016 2015 Technology $ (1,449) $ (1,630) Temporary differences 312 103 Credits 639 198 Net operating loss carryforwards 5,121 1,590 Total deferred tax assets 4,623 261 Valuation allowance (4,623) (261) Net deferred tax assets $ — $ — In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. At December 31, 201 6 and 2015, management was unable to determine that it was more likely than not that the Company’s deferred tax assets will be realized, and has therefore recorded an appropriate valuation allowance against deferred tax assets at such date s . The Company’s effective tax rate is different from the federal statutory tax rate of 35% due primarily to net losses that receive no tax benefit as a result of a valuation allowance recorded for such losses. Presented below is the reconcilement of the difference between the tax rate computed by applying the U.S. federal statutory tax rate and the effective tax rate for the year s ended December 31, 2016, 2015 and for the period from May 19, 2014 through December 31, 2014: May 19, 2014 (inception) Years Ended through December 31, December 31, 2016 2015 2014 U.S. federal statutory tax rate (35.0) % (35.0) % (35.0) % Valuation allowance 42.0 % 4.0 % 16.0 % Permanent differences 2.0 % 1.0 % 15.0 % State tax benefit and other (9.0) % (7.0) % (4.0) % Effective tax rate — % (37.0) % (8.0) % At December 31, 201 6 , the Company had federal and California state net operating loss carryforwards of approximately $11.7 million and $11.5 million, respectively. The federal and state net operating loss carryforwards will begin to expire after 2032 . At December 31, 201 6 , the Company had approximately $0.4 million a nd $ 0.4 million o f federal and California R&D credits, respectively. The federal R&D credits begin to expire after 2035 and the California R&D credits have an indefinite carryforward period. These net operating loss carryforward and research and development credit amounts have full valuation allowances against them due to the remoteness of their expected utilization. While the Company has not performed a formal analysis of the availability of these operating loss carryforwards at December 31, 201 6 under Internal Revenue Code Sections 382 and 383, management expects that the Company’s ability to use its net operating loss carryforwards may be limited in future periods. The Company’s activity related to unrecognized tax benefits are summarized below (in thousands): December 31, 2016 2015 Balance, January 1, 2016 $ 66 $ — Gross increases - tax positions in prior periods — — Gross decreases - tax positions in prior periods — — Gross increases - tax position in current period 147 66 Settlements — — Lapses in statutes of limitations — — Balance, December 31, 2016 $ 213 $ 66 Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next twelve months due to tax examination changes, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next twelve months. During the years ended December 31, 2016, 2015 and the period from May 19, 2014 to December 31, 2014, no interest or penalties were required to be recognized related to unrecognized tax benefits. Although the Company is not under examination, the tax years for 2014 and forward are subject to examination by United States tax authorities. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 1 0 . Related Party Transactions MDB Capital Group, LLC (“MDB”) provide d investment banking , executive recruiting and intellectual property management services to the Company . Furthermore, provisions of the Company’s investment banking agreement with MDB survive the June 2016 termination of the agreement for a period of two years and MDB retains significant rights under the 2016 IPO underwriting agreement with respect to the Company’s future financing alternatives for up to five years. The Company’s Chairman, Robert Levande, is a Senior Managing Director of MDB. In connection with the Company’s 2016 IPO (Note 1), the underwriting syndicate led by MDB received $1.8 million in underwriting discounts, $0.2 million in unaccountable expense reimbursements and warrants valued in the aggregate of $1.4 million. In addition, d uring the period from May 19, 2014 (inception) to December 31, 2014 (Note 7 ) , MDB received cash placement agent fees of $0.8 million and the Company issued warrants to purchase 299,625 shares of common stock for a consideration of $1,000 , exercisable for seven years at $2.67 per share, to MDB Capital Group, LLC and its designees. During the year ended December 31, 2016, the Company incurred non-financing related expenses charged by MDB of $ 100,000 for services rendered with respect to intellectual property related services. Similarly, d uring the year ended December 31, 2015, the Company incurred expenses charged by MDB comprised of: $49,000 for services rendered with respect to executive search activities related to the hiring of the Company’s Chief Executive Officer and the appointment of one director, $42,000 for offering related expenses and $26,000 for intellectual property related services. Gary Schuman, the Chief Financial Officer of MDB, was also the acting Chief Financial Officer of the Company and was compensated at a monthly rate of $4,000 from November 1, 2014 to December 31, 2015, reflecting an aggregate charge to general and administrative expenses of $48,000 and $8,000 for the year ended December 31, 2015 and the period from May 19, 2014 (inception) through December 31, 2014, respectively. At December 31, 2016, accounts payable and accrued expenses did not include any amounts payable to MDB. At December 31, 2015, included in accounts payable and accrued expenses is an amount of $58,000 payable to MDB for their expenses incurred relating to the Company’s planned IPO, which were recorded as deferred offering costs, and patent related services. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 1 1 . Commitments and Contingencies Operating Lease s The Company leases its corporate office s and research facilit ies in Burlingame, California, under a n operating lease expiring March 31, 2017 at a monthly cost of approximately $19,000 . In January 2017, the Company entered into a new lease agreement for premises consisting of approximately fifteen thousand six hundred ninety-seven ( 15,697 ) rentable square feet located in Hayward, California. See Note 14. During the year s ended December 31, 2016, 2015 and the period from May 19, 2014 (inception) through December 31, 2014, rent expense, including common area maintenance charges, was $0.2 million, $0.2 million and $19,000 , respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | 1 2 . Employee Benefit Plans The Company sponsors a defined contribution plan under which it may make discretionary contributions. The Company did not make any employer matching contributions to this plan during the years ended December 31, 2016, 2015 or the period from May 19, 2014 (inception) through December 31, 2014. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Data [Abstract] | |
Selected Quarterly Financial Data | 13. Selected Quarterly Financial Data (Unaudited) The following table provides the selected quarterly financial data for the years ended December 31, 2016 and 2015 (in thousands, except per share data): Quarter Ended 2016 2015 December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31, Revenue $ — $ — $ — $ — $ — $ — $ — $ — Operating expenses: General and administrative 870 893 642 528 417 408 243 156 Research and development 1,806 1,739 1,453 990 951 659 547 421 Amortization of intangible assets 167 166 166 166 167 167 166 166 Total operating expenses 2,843 2,798 2,261 1,684 1,535 1,234 956 743 Other income: Interest income 34 31 3 — — — — — Total other income 34 31 3 — — — — — Loss from operations, before income taxes (2,809) (2,767) (2,258) (1,684) (1,535) (1,234) (956) (743) Income tax benefit — — — — (518) (483) (357) (299) Net loss (2,809) (2,767) (2,258) (1,684) (1,017) (751) (599) (444) Other comprehensive loss: Unrealized gain (loss) on available-for-sale securities, net of tax: 1 (8) — — — — — — Comprehensive loss $ (2,808) $ (2,775) $ (2,258) $ (1,684) $ (1,017) $ (751) $ (599) $ (444) Net loss per share Basic and diluted net loss per share $ (0.21) $ (0.21) $ (0.23) $ (0.22) $ (0.13) $ (0.10) $ (0.08) $ (0.06) Weighted average shares used to compute net loss per common share — basic and diluted 13,315 13,315 9,791 7,565 7,565 7,565 7,565 7,565 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events Lease Agreement In January 2017, the Company entered into a new lease agreement (the “Lease”) for premises consisting of approximately fifteen thousand six hundred ninety-seven ( 15,697 ) rentable square feet located in Hayward, California (the “Premises”). The Premises will be used for the Company’s corporate headquarters and principal operating facility. The term of the Lease is sixty-two ( 62 ) months, commencing on the date that is the earlier of (i) the date upon which the Company commences business in the Premises or (ii) the date upon which the Premises is “Ready for Occupancy” as defined in the Lease. Base monthly rent shall be abated for the first two (2) months of the Lease term and thereafter will be $42,400 per month during the first year of the Lease term, with specified annual increases thereafter until reaching approximately $50,300 per month during the last two (2) months of the Lease term. The Company is required to pay a refundable security deposit of approximately $101,000 . The Landlord is obligated to provide the Company with improvement allowances in the amount of approximately $135.00 per rentable square foot of the Premises, which may be applied towards the costs of construction of the initial improvements in the Premises. The Company will be responsible for any such improvement costs in excess of the foregoing allowances. The Company is required to reimburse Landlord for certain expenses during the Lease term. The Company has the right to extend the Lease term by five ( 5 ) years upon written notice not more than twelve (12) months nor less than nine (9) months prior to the expiration of the original Lease term, with monthly payments equal to the “Fair Rental Value” as defined in the Lease. The Company has also reserved the right to terminate the Lease if the Landlord is unable to deliver the facility to the Company by December 1, 2017. Assuming the Landlord delivers the facility to us by December 1, 2017, as of December 31, 2016, the lease obligations for less than one year, one to three years, three to five years and more than five years is approximately $0.3 million, $1.1 million, $1.1 million and $0.3 million, respectively. Private Placement On February 7, 2017, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Robert W. Duggan and Maky Zanganeh (the “Investors”), pursuant to which the Company, in a private placement, agreed to issue and sell to the Investors an aggregate of 819,673 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price per share of $6.10 (the “Shares”), for gross proceeds of approximately $5 million (the “Private Placement”). In connection with the Private Placement, the Company has granted certain registration rights to the Investors, pursuant to which, among other things, the Company will prepare and file with the Securities and Exchange Commission a registration statement to register for resale the Shares on or prior to July 31, 2017. |
Summary Of Significant Accoun22
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the financial statements of Pulse and its wholly-owned subsidiaries, BioElectroMed Corp. (“BEM”) and NanoBlate Corp. (“NB”), since their date of acquisition on November 6, 2014 . ThelioPulse, Inc. (“TPI”), which was acquired on November 6, 2014 , was merged into Pulse subsequent to its acquisition and ceased to exist as a separate entity. Intercompany balances and transactions have been eliminated in consolidation. |
Use Of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates . |
Concentration Of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents and investments. The Company places its cash equivalents and investments with high credit quality financial institutions and, by policy, limits the amounts invested with any one financial institution or issuer. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses since inception. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company believes the carrying amounts of its financial instruments, including cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses, approximate fair value due to the short-term nature of such instruments. |
Cash, Cash Equivalents, And Marketable Investments | Cash, Cash Equivalents and Marketable Investments The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company has designated all marketable investments as available-for-sale and therefore, such marketable investments are reported at fair value, with unrealized gains and losses recognized in accumulated other comprehensive income (loss) (“OCI”) in stockholders’ equity. The cost of marketable securities is adjusted for the amortization of premiums and discounts to expected maturity. Premium and discount amortization is included in other income, net. Realized gains and losses, as well as interest income, on available-for-sale securities are also included in other income, net. The Company includes all of its available-for-sale securities in current assets. All of the Company’s marketable investments are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its marketable investments below the cost basis is judged to be other-than-temporary. Factors considered in determining whether a loss is temporary include the length of time and extent to which the marketable investments fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, extent of the loss related to credit of the issuer, the expected cash flows from the security, the Company’s intent to sell the security and whether or not the Company will be required to sell the security before the recovery of its amortized cost. During the year ended December 31 2016, the Company did not recognize any impairment charges on its investments as it is more likely than not that the Company will recover their amortized cost basis upon sale or maturity. The Company did not hold investment securities at any time during the prior year. |
Deferred and Capitalized Offering Costs | Deferred and Capitalized Offering Costs Costs incurred in connection with ongoing equity financing activities, consisting primarily of legal, accounting and other professional fees, are deferred until the related financing is either completed or abandoned. Costs related to completed equity financings are charged directly to additional paid-in capital. Costs related to abandoned financings are charged to operations. |
Equipment | Equipment Equipment is recorded at cost and depreciated on a straight-line basis over their estimated useful lives, ranging from three to five years. |
Intangible Assets | Intangible Assets The Company’s intangible assets consist of acquired patents and licenses, which are being amortized over their estimated useful lives of twelve years. |
Long-Lived Assets | Long-Lived Assets The Company reviews long-lived assets, consisting of equipment and intangible assets, for impairment during each fiscal year or when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the assets. Assets to be disposed of are separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The Company has not historically recorded any impairment to its long-lived assets. In the future, if events or market conditions affect the estimated fair value to the extent that a long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs. For the years ended December 31, 2016, 2015 and the period from May 19, 2014 (inception) through December 31, 2014, the Company had not deemed any long-lived assets as impaired, and was not aware of the existence of any indicators of impairment at such dates. |
Goodwill | Goodwill The Company records goodwill when the consideration paid in a business acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. The Company reviews goodwill for impairment at least annually or whenever changes in circumstances indicate that the carrying value of the goodwill may not be recoverable. For the years ended December 31, 2016, 2015 and the period from May 19, 2014 (inception) through December 31, 2014, the Company had not deemed the value of goodwill as impaired, and was not aware of the existence of any indicators of impairment at such dates. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options to officers, directors, employees and consultants for services rendered. Such issuances vest and expire according to terms established at the issuance date. Stock-based payments to officers, directors and employees, including grants of employee stock options, are recognized in the financial statements based on their grant date fair values. Stock option grants, which are generally time vested, are measured at the grant date fair value and charged to operations on a straight-line basis over the vesting period. The fair value of stock options is determined utilizing the Black-Scholes option-pricing model, which is affected by several variables, including the risk-free interest rate, the expected dividend yield, the life of the equity award, the exercise price of the stock option as compared to the fair value of the common stock on the grant date, and the estimated volatility of the common stock over the term of the equity award. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company estimates volatility based on the average historical volatilities of comparable public companies in a similar industry. The expected dividend yield is based on the current yield at the grant date; the Company has never declared or paid dividends and has no plans to do so for the foreseeable future. As permitted by Staff Accounting Bulletin No. 107, due to the Company’s lack of history and option activity, management utilizes the simplified method to estimate the expected term of options at the date of grant. Prior to the Company’s IPO, the fair value of common stock was determined by reference to either recent or anticipated cash transactions involving the sale of the Company’s common stock. Stock options issued to non-employees as compensation for services provided to the Company are accounted for based upon the estimated fair value of the stock option. Management utilizes the Black-Scholes option-pricing model to determine the fair value of the stock options issued by the Company. The Company recognizes this expense over the period in which the services are provided. The Company recognizes the fair value of stock-based compensation costs in general and administrative costs and in research and development costs, as appropriate, in the Company’s consolidated statements of operations. The Company issues new shares to satisfy stock option exercises. |
Research Grants | Research Grants Research grants are generally funded and paid through governmental, institutional, educational or research organizations. Grants received from agencies of the federal government are subject to federal regulation as to how the Company conducts its research activities, and the Company is required to comply with the respective research agreement terms relating to those grants. Amounts received under research grants are nonrefundable, regardless of the success of the underlying research project, to the extent that such amounts are expended in accordance with the approved grant project. The Company is permitted to draw down the research grants after incurring the related expenses. Amounts received under research grants are offset against the related research and development costs in the Company’s consolidated statement of operations as the costs are incurred. |
Research And Development Costs | Research and Development Costs Research and development costs consist primarily of compensation costs, fees paid to consultants and outside service providers and organizations (including research institutes at universities), development prototypes, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s product candidates. Research and development costs incurred by the Company are expensed as incurred, unless the achievement of milestones, the completion of contracted work, or other information indicates that a different expensing schedule is more appropriate. |
Patent Costs | Patent Costs The Company is the owner of numerous domestic and foreign patents. Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and any related patent applications, patent costs not related to acquired patents, including patent-related legal fees, filing fees and other costs, including internally generated costs, are expensed as incurred. During the years ended December 31, 2016 and 2015 patent costs totaled $0.5 million and $0.4 million, respectively . During the period from May 19, 2014 (inception) through December 31, 2014, patent costs were $26,000 . Patent costs are included in research and development costs in the consolidated statement s of operations and comprehensive loss. |
Income Taxes | Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company determines that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, previous tax years remain open to examination by federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company is not currently under examination by any tax authority. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by U.S. GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. At December 31, 2016 and 2015, the Company had not recorded any liability for uncertain tax positions. The Company includes interest and penalties related to uncertain tax positions as a component of income tax expense. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss and unrealized gains or losses on available-for-sale investments. The Company displays comprehensive loss and its components as part of the consolidated statements of operations and comprehensive loss. |
Net Loss Per Share | Net Loss per Share The Company’s basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock and common stock warrants are considered common stock equivalents. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted net loss per share. Basic and diluted net loss per common share is the same for all periods presented because all warrants and stock options outstanding are anti-dilutive. The following outstanding stock options and warrants to purchase common stock were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: |
Segment And Geographical Information | Segment and Geographical Information The Company operate s and manage s its business as one reportable and operating segment. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. All of the Company’s long-lived assets are based in the United States. |
Recently Adopted Standards | Segment and Geographical Information The Company operate s and manage s its business as one reportable and operating segment. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. All of the Company’s long-lived assets are based in the United States. Recent ly Adopted Standards In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern, which requires management to evaluate whether there are conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern and to provide disclosures when certain criteria are met. The guidance is effective for annual periods beginning after December 15, 2016 and interim reporting periods starting in the first quarter of 2017. The Company adopted this standard as of December 31, 2016. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements During May 2014, the Financial Accounting Standards Board (“FASB”) issued (“ASU”) No. 2014-09, Revenue from Contracts with Customers . This updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued an update to defer the effective date of this update by one year. This updated standard becomes effective for the Company in the first quarter of fiscal year 2018, but allows the Company to adopt the standard one year earlier if it so chooses. In March 2016, the FASB issued updates to this guidance to clarify the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued guidance to clarify aspects related to identifying performance obligations and the licensing implementation guidance. In May 2016, the FASB issued guidance to clarify the implementation on narrow scope improvements and practical expedients. The Company is currently evaluating the impact of adopting these standards. During February 2016, the FASB issued ASU No. 2016-02, Leases , which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). For lessees, leases will continue to be classified as either operating or financing in the income statement. This ASU becomes effective for the Company in the first quarter of fiscal year 2019 and early adoption is permitted. This ASU is required to be applied with a modified retrospective approach and requires application of the new standard at the beginning of the earliest comparative period presented. The Company generally does not finance purchases of equipment or other capital, but does lease its facilities. While the Company is continuing to assess all potential impacts of this standard, it expects that most of its lease commitments will be subject to the updated standard and recognized as lease liabilities and right-of-use assets upon adoption. During March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-based Payment Accounting . This ASU simplifies the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU requires that excess tax benefits and deficiencies be recognized as income tax benefit or expense in the income statement. The Company currently plans to implement this ASU as required in the first quarter of fiscal year 2017. The Company does not expect the adoption of this ASU to have a significant impact on its financial position. During June 2016, the FASB issued ASU 2016-13, Financial Instruments — Measurement of Credit Losses on Financial Instruments , which requires measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company beginning January 1, 2020. The Company is currently evaluating the impact of adopting this standard. During January 2017, the FASB issued ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment , which simplifies the accounting for goodwill impairment. This ASU removes Step 2 of the goodwill impairment test, which requires hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The new guidance also requires disclosure of the amount of goodwill at reporting units with zero or negative carrying amounts. ASU 2017-04 is effective for the Company beginning January 1, 2020. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company is currently evaluating the impact of adopting this standard. |
Summary Of Significant Accoun23
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |
Anti-Dilutive Shares Excluded From Computation Of Diluted Net Loss Per Share | May 19, 2014 (inception) Years Ended through December 31, December 31, 2016 2015 2014 Common stock warrants 874,610 299,625 299,625 Common stock options 1,229,355 875,221 — Total 2,103,965 1,174,846 299,625 |
Fair Value Of Financial Instr24
Fair Value Of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Of Financial Instruments [Abstract] | |
Fair Value Of Financial Assets Measured On A Recurring Basis | December 31, 2016 Assets Classification Level 1 Level 2 Level 3 Total Money market funds Cash and cash equivalents $ 1,726 $ — $ — $ 1,726 Corporate bonds Investments — 13,289 — 13,289 Asset-backed security Investments — 1,017 — 1,017 Total assets measured at fair value $ 1,726 $ 14,306 $ — $ 16,032 |
Equipment (Tables)
Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equipment [Abstract] | |
Equipment | December 31, 2016 2015 Laboratory equipment $ 425 $ 356 Software 20 10 Furniture, fixtures and equipment 17 20 462 386 Less: Accumulated depreciation (145) (57) $ 317 $ 329 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets [Abstract] | |
Schedule Of Intangible Assets | December 31, 2016 2015 Acquired patents and licenses $ 7,985 $ 7,985 Less: Accumulated amortization (1,442) (777) $ 6,543 $ 7,208 |
Schedule Of Amortization Of Intangible Assets | Year Ending December 31: 2017 $ 665 2018 666 2019 665 2020 666 2021 665 Thereafter 3,216 $ 6,543 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | December 31, 2016 2015 Professional fees $ 285 $ 84 Compensation expense 261 34 Other 205 40 Offering costs — 240 $ 751 $ 398 |
Stockholders' Equity And Stoc28
Stockholders' Equity And Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Stock Option Activity | Weighted Weighted Average Average Remaining Number of Exercise Contractual Shares Price Life (in Years) Stock options outstanding at December 31, 2015 875,221 $ 3.51 7.8 Issued 405,132 4.44 Exercised — — Expired/terminated (50,998) 3.57 Stock options outstanding at December 31, 2016 1,229,355 $ 3.82 Vested and expected to vest at December 31, 2016 1,229,355 $ 3.82 7.6 Stock options exercisable at December 31, 2016 354,855 $ 3.34 6.0 |
Summary Of Exercise Price Outstanding And Exercisable | Options Outstanding Options Exercisable Weighted average Number remaining contractual Weighted average Number Weighted average Exercise Price outstanding life (in years) exercise price vested exercise price $2.67 302,620 3.3 $ 2.67 176,528 $ 2.67 $4.00 - $4.28 692,335 8.9 4.02 178,327 4.00 $4.67 - $4.68 234,400 9.6 4.68 — - 1,229,355 7.6 $ 3.82 354,855 $ 3.34 |
Schedule Of Fair Value Of Employee Stock Options | May 19, 2014 (inception) Years Ended through December 31, December 31, 2016 2015 2014 Expected term in years 6.08 3.5 - 6.25 — Expected volatility 80% 89% - 90% — Risk-free interest rate 1.16% - 1.45% 0.88% - 1.89% — Dividend yield — — — |
Total Stock-Based Compensation Expense | May 19, 2014 (inception) Years Ended through December 31, December 31, 2016 2015 2014 General and administrative $ 674 $ 397 $ — Research and development 196 5 — Total stock-based compensation expense $ 870 $ 402 $ — |
Common Stock Warrants [Member] | |
Summary Of Stock Option Activity | Weighted Average Weighted Remaining Number of Average Contractual Shares Exercise Price Life (in Years) Warrants outstanding at December 31, 2015 299,625 $ 2.67 5.85 Issued 574,985 5.00 Exercised — — Expired/terminated — — Warrants outstanding and exercisable at December 31, 2016 874,610 $ 4.20 4.53 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Components Of Deferred Tax Assets | December 31, 2016 2015 Technology $ (1,449) $ (1,630) Temporary differences 312 103 Credits 639 198 Net operating loss carryforwards 5,121 1,590 Total deferred tax assets 4,623 261 Valuation allowance (4,623) (261) Net deferred tax assets $ — $ — |
Reconcilement Of Tax Rates | May 19, 2014 (inception) Years Ended through December 31, December 31, 2016 2015 2014 U.S. federal statutory tax rate (35.0) % (35.0) % (35.0) % Valuation allowance 42.0 % 4.0 % 16.0 % Permanent differences 2.0 % 1.0 % 15.0 % State tax benefit and other (9.0) % (7.0) % (4.0) % Effective tax rate — % (37.0) % (8.0) % |
Reconciliation Of Unrecognized Tax Benefit Accounts | December 31, 2016 2015 Balance, January 1, 2016 $ 66 $ — Gross increases - tax positions in prior periods — — Gross decreases - tax positions in prior periods — — Gross increases - tax position in current period 147 66 Settlements — — Lapses in statutes of limitations — — Balance, December 31, 2016 $ 213 $ 66 |
Selected Quarterly Financial 30
Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Data [Abstract] | |
Schedule Of Selected Quarterly Financial Data | Quarter Ended 2016 2015 December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31, Revenue $ — $ — $ — $ — $ — $ — $ — $ — Operating expenses: General and administrative 870 893 642 528 417 408 243 156 Research and development 1,806 1,739 1,453 990 951 659 547 421 Amortization of intangible assets 167 166 166 166 167 167 166 166 Total operating expenses 2,843 2,798 2,261 1,684 1,535 1,234 956 743 Other income: Interest income 34 31 3 — — — — — Total other income 34 31 3 — — — — — Loss from operations, before income taxes (2,809) (2,767) (2,258) (1,684) (1,535) (1,234) (956) (743) Income tax benefit — — — — (518) (483) (357) (299) Net loss (2,809) (2,767) (2,258) (1,684) (1,017) (751) (599) (444) Other comprehensive loss: Unrealized gain (loss) on available-for-sale securities, net of tax: 1 (8) — — — — — — Comprehensive loss $ (2,808) $ (2,775) $ (2,258) $ (1,684) $ (1,017) $ (751) $ (599) $ (444) Net loss per share Basic and diluted net loss per share $ (0.21) $ (0.21) $ (0.23) $ (0.22) $ (0.13) $ (0.10) $ (0.08) $ (0.06) Weighted average shares used to compute net loss per common share — basic and diluted 13,315 13,315 9,791 7,565 7,565 7,565 7,565 7,565 |
Organization and Business Ope31
Organization and Business Operations (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 21, 2016 | May 23, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Incorporation state | Nevada | ||||||||||||
Incorporation date | May 19, 2014 | ||||||||||||
Proceeds from issuance of common stock from initial public offering, net of issuance costs | $ 20,300 | $ 20,915 | |||||||||||
Net loss | $ (2,809) | $ (2,767) | $ (2,258) | $ (1,684) | $ (1,017) | $ (751) | $ (599) | $ (444) | $ (277) | $ (9,518) | $ (2,811) | ||
Common Stock [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Issuance of common stock upon initial public offering, net of issuance costs, shares | 5,000,000 | 1,125,000 | 5,750,000 | ||||||||||
Underwriters exercised overallotment option to purchase additional shares | 749,846 | ||||||||||||
Price per share | $ 4 | $ 4 | |||||||||||
Net loss |
Summary Of Significant Accoun32
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | Dec. 31, 2014 | May 19, 2014 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment of investments | $ 0 | ||||
Long-lived asset impairment | $ 0 | $ 0 | 0 | $ 0 | |
Goodwill impairment | $ 0 | $ 0 | 0 | 0 | |
Patent related expenses | $ 26,000 | 500,000 | 400,000 | ||
Liability for uncertain tax positions | $ 0 | $ 0 | |||
BEM and NB [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Effective acquisition date | Nov. 6, 2014 | ||||
TPI [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Effective acquisition date | Nov. 6, 2014 | ||||
Equipment [Member] | Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life | 3 years | ||||
Equipment [Member] | Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life | 5 years | ||||
Acquired Patents And Licenses [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Intangible asset useful life | 12 years |
Summary Of Significant Accoun33
Summary Of Significant Accounting Policies (Anti-Dilutive Shares Excluded From Computation Of Diluted Net Loss Per Share) (Details) - shares | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 299,625 | 2,103,965 | 1,174,846 |
Common Stock Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 299,625 | 874,610 | 299,625 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 1,229,355 | 875,221 |
Fair Value Of Financial Instr34
Fair Value Of Financial Instruments (Narrative) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Of Financial Instruments [Abstract] | ||
Total liabilities measured at fair value | $ 0 | $ 0 |
Fair Value Of Financial Instr35
Fair Value Of Financial Instruments (Fair Value Of Financial Assets Measured On Recurring Basis) (Details) $ in Millions | Dec. 31, 2016USD ($) |
ASSETS | |
Total assets measured at fair value | $ 16,032 |
Cash And Cash Equivalents [Member] | Money Market Funds [Member] | |
ASSETS | |
Total cash and cash equivalents | 1,726 |
Investments [Member] | Corporate Bonds [Member] | |
ASSETS | |
Total investments | 13,289 |
Investments [Member] | Asset-Backed Securities [Member] | |
ASSETS | |
Total investments | 1,017 |
Level 1 [Member] | |
ASSETS | |
Total assets measured at fair value | 1,726 |
Level 1 [Member] | Cash And Cash Equivalents [Member] | Money Market Funds [Member] | |
ASSETS | |
Total cash and cash equivalents | 1,726 |
Level 2 [Member] | |
ASSETS | |
Total assets measured at fair value | 14,306 |
Level 2 [Member] | Investments [Member] | Corporate Bonds [Member] | |
ASSETS | |
Total investments | 13,289 |
Level 2 [Member] | Investments [Member] | Asset-Backed Securities [Member] | |
ASSETS | |
Total investments | $ 1,017 |
Equipment (Details)
Equipment (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Equipment, gross | $ 462 | $ 386 | |
Less: Accumulated depreciation | (145) | (57) | |
Equipment, net | 317 | 329 | |
Depreciation expense | $ 6 | 94 | 51 |
Laboratory Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Equipment, gross | 425 | 356 | |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Equipment, gross | 20 | 10 | |
Furniture, Fixtures, And Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Equipment, gross | $ 17 | $ 20 |
Intangible Assets (Schedule Of
Intangible Assets (Schedule Of Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Less: Accumulated amortization | $ (1,442) | $ (777) |
Intangible assets, net | 6,543 | 7,208 |
Acquired Patents And Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 7,985 | $ 7,985 |
Intangible Assets (Schedule O38
Intangible Assets (Schedule Of Amortization Of Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Intangible Assets [Abstract] | ||
2,017 | $ 665 | |
2,018 | 666 | |
2,019 | 665 | |
2,020 | 666 | |
2,021 | 665 | |
Thereafter | 3,216 | |
Intangible assets, net | $ 6,543 | $ 7,208 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Expenses [Abstract] | ||
Professional fees | $ 285 | $ 84 |
Compensation expense | 261 | 34 |
Other | 205 | 40 |
Offering costs | 240 | |
Accrued expenses | $ 751 | $ 398 |
Stockholders' Equity And Stoc40
Stockholders' Equity And Stock-Based Compensation (Narrative) (Details) - USD ($) | Feb. 07, 2017 | May 23, 2016 | Nov. 06, 2014 | Nov. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 05, 2016 | Jun. 21, 2016 | May 31, 2016 | Jun. 30, 2015 |
Stockholders' Equity [Line Items] | |||||||||||
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 | |||||||||
Preferred Stock, par value | $ 0.001 | $ 0.001 | |||||||||
Preferred Stock, shares outstanding | 0 | 0 | |||||||||
Common stock, shares authorized | 45,000,000 | 45,000,000 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||
Common stock, shares issued | 3,444,198 | 13,315,000 | 7,565,000 | ||||||||
Common stock, shares outstanding | 13,315,000 | 7,565,000 | |||||||||
Proceeds from issuance of common stock | $ 8,000 | ||||||||||
Exercise price of warrants | $ 2.67 | ||||||||||
Exercisable period of warrants or rights | 7 years | ||||||||||
Value of warrants | $ 600,000 | ||||||||||
Aggregate issuance costs | $ 900,000 | ||||||||||
Exercise price | $ 3.34 | ||||||||||
Executive ownership percentage of diluted shares of common stock outstanding | 3.00% | ||||||||||
Aggregate intrinsic value exercisable options | $ 1,100,000 | ||||||||||
Fair value of options vested | 1,200,000 | $ 3,100,000 | |||||||||
Stock-based compensation | 870,000 | 402,000 | |||||||||
Unrecognized compensation cost | $ 2,400,000 | ||||||||||
Weighted average remaining contractual life | 2 years 10 months 2 days | ||||||||||
MDB Capital Group, LLC [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Proceeds from issuance of common stock | $ 8,000 | ||||||||||
Placement agent fee percentage | 10.00% | ||||||||||
Placement agent fees | $ 800,000 | ||||||||||
Legal fees and reimbursable expenses | 54,000 | ||||||||||
General And Administrative [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Stock-based compensation | 674,000 | 397,000 | |||||||||
Research And Development [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Stock-based compensation | $ 196,000 | $ 5,000 | |||||||||
Stock Options [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise price | $ 3.34 | ||||||||||
Number of shares terminated | 50,998 | ||||||||||
Stock Options [Member] | 2015 Plan [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Common stock, shares issued | 1,134,818 | ||||||||||
Vesting period | 4 years | ||||||||||
Stock option grant, vest rate upon first anniversary | 25.00% | ||||||||||
Stock option grant, vest rate per quarter thereafter | 8.33% | ||||||||||
Stock Options [Member] | 2015 Plan [Member] | Maximum [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Vesting period | 10 years | ||||||||||
Executive Amendment [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise price | $ 4 | ||||||||||
Initial Public Offering [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Common stock, shares issued | 5,749,846 | ||||||||||
Private Placement [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Proceeds from issuance of common stock | $ 8,000,000 | ||||||||||
Price per share | $ 2.67 | ||||||||||
Offering consideration | $ 7,147,000 | ||||||||||
Private Placement [Member] | Subsequent Event [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Common stock, par value | $ 0.001 | ||||||||||
Proceeds from sale of stock to acquire business and intellectual property | $ 5,000,000 | ||||||||||
Underwriters [Member] | Initial Public Offering [Member] | Stock Options [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Number of shares of common stock called by issuance of warrants, outstanding | 574,985 | ||||||||||
Price per share | $ 5 | ||||||||||
Period the warrants are exercisable after issuance | 180 days | ||||||||||
Exercisable period of warrants or rights | 5 years | ||||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 80.00% | ||||||||||
Expected term | 5 years | ||||||||||
Underwriters [Member] | Initial Public Offering [Member] | Stock Options [Member] | Minimum [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Fair value of common stock per share | $ 4.12 | ||||||||||
Risk-free interest rate | 1.22% | ||||||||||
Underwriters [Member] | Initial Public Offering [Member] | Stock Options [Member] | Maximum [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Fair value of common stock per share | $ 4.27 | ||||||||||
Risk-free interest rate | 1.38% | ||||||||||
Common Stock Warrants [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercisable period of warrants or rights | 7 years | ||||||||||
Number of shares terminated | |||||||||||
Aggregate intrinsic value exercisable options | $ 2,000,000 | ||||||||||
Common Stock Warrants [Member] | Private Placement [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Shares sold | 299,625 | ||||||||||
Common Stock [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Common stock, shares outstanding | 7,565,000 | 13,315,000 | 7,565,000 | ||||||||
Shares sold | 5,000,000 | 1,125,000 | 5,750,000 | ||||||||
Proceeds from sale of stock to acquire business and intellectual property | $ 9,200,000 | ||||||||||
Price per share | $ 4 | $ 4 | |||||||||
Common Stock [Member] | MDB Capital Group, LLC [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Shares sold | 1,125,000 | ||||||||||
Common Stock [Member] | Executive Amendment [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Optional shares to be granted | 187,286 | ||||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Shares sold | 2,996,253 | ||||||||||
Offering consideration | $ 3,000 | ||||||||||
MDB Capital Group, LLC [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise price of warrants | $ 2.67 | ||||||||||
Placement agent fees | $ 800,000 | ||||||||||
Offering consideration | $ 1,000 | ||||||||||
MDB Capital Group, LLC [Member] | Initial Public Offering [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Value of warrants | $ 1,400,000 | ||||||||||
MDB Capital Group, LLC [Member] | Common Stock [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Number of shares of common stock called by issuance of warrants, outstanding | 299,625 |
Stockholders' Equity And Stoc41
Stockholders' Equity And Stock-Based Compensation (Summary Of Stock Warrant Activity) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Weighted average remaining life | 7 years 7 months 6 days | |
Common Stock Warrants [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Beginning Balance, Number of shares | 299,625 | |
Issued, Number of shares | 574,985 | |
Exercised, Number of shares | ||
Expired/terminated, Number of shares | ||
Ending Balance, Number of shares | 874,610 | 299,625 |
Beginning Balance, Weighted average exercise price per share | $ 2.67 | |
Issued, Weighted average exercise price per share | 5 | |
Exercised, Weighted average exercise price per share | ||
Expired/terminated, Weighted average exercise price per share | ||
Ending Balance, Weighted average exercise price per share | $ 4.20 | $ 2.67 |
Weighted average remaining life | 4 years 6 months 11 days | 5 years 10 months 6 days |
Stockholders' Equity And Stoc42
Stockholders' Equity And Stock-Based Compensation (Summary Of Stock Option Activity) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercisable, Weighted average exercise price per share | $ 3.34 | |
Weighted average remaining life | 7 years 7 months 6 days | |
Stock Options [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Beginning Balance, Number of shares | 875,221 | |
Issued, Number of shares | 405,132 | |
Exercised, Number of shares | ||
Expired/terminated, Number of shares | (50,998) | |
Ending Balance, Number of shares | 1,229,355 | 875,221 |
Vested and expected to vest, Number of shares | 1,229,355 | |
Exercisable, Number of shares | 354,855 | |
Beginning Balance, Weighted average exercise price per share | $ 3.51 | |
Issued, Weighted average exercise price per share | 4.44 | |
Exercised, Weighted average exercise price per share | ||
Expired/terminated, Weighted average exercise price per share | 3.57 | |
Ending Balance, Weighted average exercise price per share | 3.82 | $ 3.51 |
Vested and expected to vest, Weighted average exercise price per share | 3.82 | |
Exercisable, Weighted average exercise price per share | $ 3.34 | |
Weighted average remaining life | 7 years 9 months 18 days | |
Weighted average remaining life, Vested and expected to vest | 7 years 7 months 6 days | |
Weighted average remaining life, exercisable | 6 years | |
$2.67 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercisable, Weighted average exercise price per share | $ 2.67 | |
Weighted average remaining life | 3 years 3 months 18 days |
Stockholders' Equity And Stoc43
Stockholders' Equity And Stock-Based Compensation (Summary Of Exercise Price Of Stock Options Outstanding And Exercisable) (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number outstanding | shares | 1,229,355 |
Weighted average remaining contractual life (in years) | 7 years 7 months 6 days |
Weighted average exercise price | $ 3.82 |
Number vested | shares | 354,855 |
Weighted average exercise price | $ 3.34 |
$2.67 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number outstanding | shares | 302,620 |
Weighted average remaining contractual life (in years) | 3 years 3 months 18 days |
Weighted average exercise price | $ 2.67 |
Number vested | shares | 176,528 |
Weighted average exercise price | $ 2.67 |
$4.00 - $4.28 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise price, lower range | 4 |
Exercise price, upper range | $ 4.28 |
Number outstanding | shares | 692,335 |
Weighted average remaining contractual life (in years) | 8 years 10 months 24 days |
Weighted average exercise price | $ 4.02 |
Number vested | shares | 178,327 |
Weighted average exercise price | $ 4 |
$4.67 - $4.68 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise price, lower range | 4.67 |
Exercise price, upper range | $ 4.68 |
Number outstanding | shares | 234,400 |
Weighted average remaining contractual life (in years) | 9 years 7 months 6 days |
Weighted average exercise price | $ 4.68 |
Stockholders' Equity And Stoc44
Stockholders' Equity And Stock-Based Compensation (Schedule Of Fair Value Of Employee Stock Options) (Details) - Stock Options [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term in years | 6 years 29 days | |
Expected volatility | 80.00% | |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term in years | 3 years 6 months | |
Expected volatility | 89.00% | |
Risk-free interest rate | 1.16% | 0.88% |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term in years | 6 years 3 months | |
Expected volatility | 90.00% | |
Risk-free interest rate | 1.45% | 1.89% |
Stockholders' Equity And Stoc45
Stockholders' Equity And Stock-Based Compensation (Total Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Total stock-based compensation expense | $ 870 | $ 402 |
General And Administrative [Member] | ||
Total stock-based compensation expense | 674 | 397 |
Research And Development [Member] | ||
Total stock-based compensation expense | $ 196 | $ 5 |
Research Grants And Agreements
Research Grants And Agreements (Details) $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Number of additional grants | item | 0 | ||||||||||
Research and development expense | $ 1,806 | $ 1,739 | $ 1,453 | $ 990 | $ 951 | $ 659 | $ 547 | $ 421 | $ 26 | $ 5,988 | $ 2,578 |
BEM [Member] | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Research grant funding | $ 200 | 300 | |||||||||
ODURF [Member] | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Period of time for Sponsored Research Agreement ("SRA") | 12 months | ||||||||||
ODURF [Member] | Sponsored Research Agreement ("SRA") [Member] | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Research and development expense | $ 1,000 | 1,200 | |||||||||
Incurred costs pursuant to various task orders | $ 900 | $ 1,000 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | May 19, 2014 | |
Income Taxes [Line Items] | ||||||||
Income tax provision (benefit) | $ 518,000 | $ 483,000 | $ 357,000 | $ 299,000 | $ 23,000 | $ 1,657,000 | ||
Federal statutory tax rate | 35.00% | 35.00% | 35.00% | |||||
Total unrecognized tax benefit | 66,000 | $ 213,000 | $ 66,000 | |||||
Accrued interest or penalties | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Federal And California [Member] | ||||||||
Income Taxes [Line Items] | ||||||||
Net operating loss carryforward, expiration | 2,032 | |||||||
Federal [Member] | ||||||||
Income Taxes [Line Items] | ||||||||
Net operating loss carryforwards | $ 11,700,000 | |||||||
Research and development credit carryforward | $ 400,000 | |||||||
Research and developmen tax credit carryforward, expiration | 2,035 | |||||||
California [Member] | ||||||||
Income Taxes [Line Items] | ||||||||
Net operating loss carryforwards | $ 11,500,000 | |||||||
Research and development credit carryforward | $ 400,000 |
Income Taxes (Components Of Def
Income Taxes (Components Of Deferred Tax Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Taxes [Abstract] | ||
Technology | $ (1,449) | $ (1,630) |
Temporary differences | 312 | 103 |
Credits | 639 | 198 |
Net operating loss carryforwards | 5,121 | 1,590 |
Total deferred tax assets | 4,623 | 261 |
Valuation allowance | (4,623) | (261) |
Net deferred tax assets |
Income Taxes (Reconcilement Of
Income Taxes (Reconcilement Of Tax Rates) (Details) | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | |||
U.S. federal statutory tax rate | (35.00%) | (35.00%) | (35.00%) |
Valuation allowance | 16.00% | 42.00% | 4.00% |
Permanent differences | 15.00% | 2.00% | 1.00% |
State tax benefit and other | (4.00%) | (9.00%) | (7.00%) |
Effective tax rate | (8.00%) | (37.00%) |
Income Taxes (Reconciliation Of
Income Taxes (Reconciliation Of Unrecognized Tax Benefit Accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | ||
Unrecognized tax benefit, Beginning balance | $ 66 | |
Increase in balance related to tax positions taken in prior year | ||
Decrease in balance related to tax positions taken in prior year | ||
Increase in balance related to tax positions taken during current year | 147 | 66 |
Settlements | ||
Lapses in statutes of limitations | ||
Unrecognized tax benefit, Ending balance | $ 213 | $ 66 |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, shares in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | 13 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)employee | Dec. 31, 2015USD ($) | Nov. 06, 2014USD ($)$ / shares | |
Related Party Transaction [Line Items] | |||||||||||||
Exercisable period of warrants or rights | 7 years | ||||||||||||
Exercise price of warrants | $ / shares | $ 2.67 | ||||||||||||
Research and development | $ 1,806,000 | $ 1,739,000 | $ 1,453,000 | $ 990,000 | $ 951,000 | $ 659,000 | $ 547,000 | $ 421,000 | $ 26,000 | $ 5,988,000 | $ 2,578,000 | ||
Value of warrants | $ 600,000 | ||||||||||||
Patent related expenses | 26,000 | 500,000 | 400,000 | ||||||||||
Private Placement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Offering consideration | 7,147,000 | ||||||||||||
MDB Capital Group, LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Placement agent fees | 800,000 | ||||||||||||
Offering consideration | $ 1,000 | ||||||||||||
Exercise price of warrants | $ / shares | $ 2.67 | ||||||||||||
Executive search expenses | $ 49,000 | ||||||||||||
Number of directors appointed | employee | 1 | ||||||||||||
Offering related expenses | $ 42,000 | ||||||||||||
Patent related expenses | 26,000 | ||||||||||||
Accounts payable and accrued expenses | $ 58,000 | 58,000 | $ 58,000 | ||||||||||
MDB Capital Group, LLC [Member] | Initial Public Offering [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Underwriting discounts | 1,800,000 | ||||||||||||
Unaccountable expense reimbursement | 200,000 | ||||||||||||
Value of warrants | $ 1,400,000 | $ 1,400,000 | |||||||||||
MDB Capital Group, LLC [Member] | Chief Financial Officer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Officers compensation, monthly | $ 4,000 | ||||||||||||
Officer compensation | $ 8,000 | $ 48,000 | |||||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares sold | shares | 2,996 | ||||||||||||
Offering consideration | $ 3,000 |
Commitments And Contingencies (
Commitments And Contingencies (Details) | Feb. 07, 2017shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 31, 2017ft² |
Commitments and Contingencies [Line Items] | |||||
Lease expiration date | Mar. 31, 2017 | ||||
Operating lease, monthly expense | $ 19,000 | ||||
Rent expense, including common area maintenance charges | $ 19,000 | $ 200,000 | $ 200,000 | ||
Private Placement [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Offering consideration | $ 7,147,000 | ||||
Private Placement [Member] | Common Stock [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Shares sold | shares | 2,996,000 | ||||
Offering consideration | $ 3,000 | ||||
MDB Capital Group, LLC [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Offering consideration | $ 1,000 | ||||
MDB Capital Group, LLC [Member] | Common Stock [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Number of shares of common stock called by issuance of warrants, outstanding | shares | 299,625 | ||||
Subsequent Event [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Area Of Lease | ft² | 15,697 | ||||
Subsequent Event [Member] | Private Placement [Member] | Common Stock [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Shares sold | shares | 819,673 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | Dec. 31, 2014 | May 19, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Employee Benefit Plans [Abstract] | ||||
Employer matching contributions | $ 0 | $ 0 | $ 0 | $ 0 |
Selected Quarterly Financial 54
Selected Quarterly Financial Data (Details) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Selected Quarterly Financial Data [Abstract] | |||||||||||
Revenue | |||||||||||
Operating expenses: | |||||||||||
General and administrative | $ 870,000 | $ 893,000 | $ 642,000 | $ 528,000 | $ 417,000 | $ 408,000 | $ 243,000 | $ 156,000 | 43,000 | 2,933,000 | 1,224,000 |
Research and development | 1,806,000 | 1,739,000 | 1,453,000 | 990,000 | 951,000 | 659,000 | 547,000 | 421,000 | 26,000 | 5,988,000 | 2,578,000 |
Amortization of intangible assets | 167,000 | 166,000 | 166,000 | 166,000 | 167,000 | 167,000 | 166,000 | 166,000 | 111,000 | 665,000 | 666,000 |
Costs of business acquisitions | 120,000 | ||||||||||
Total operating expenses | 2,843,000 | 2,798,000 | 2,261,000 | 1,684,000 | 1,535,000 | 1,234,000 | 956,000 | 743,000 | 300,000 | 9,586,000 | 4,468,000 |
Other income: | |||||||||||
Interest income | 34,000 | 31,000 | 3,000 | 68,000 | |||||||
Total other income | 34,000 | 31,000 | 3,000 | 68,000 | |||||||
Loss from operations, before income taxes | (2,809,000) | (2,767,000) | (2,258,000) | (1,684,000) | (1,535,000) | (1,234,000) | (956,000) | (743,000) | (300,000) | (9,518,000) | (4,468,000) |
Income tax benefit | (518,000) | (483,000) | (357,000) | (299,000) | (23,000) | (1,657,000) | |||||
Net loss | (2,809,000) | (2,767,000) | (2,258,000) | (1,684,000) | (1,017,000) | (751,000) | (599,000) | (444,000) | (277,000) | (9,518,000) | (2,811,000) |
Other comprehensive loss: | |||||||||||
Unrealized gain (loss) on available-for-sale securities, net of tax | 1,000 | (8,000) | (7,000) | ||||||||
Comprehensive loss | $ (2,808,000) | $ (2,775,000) | $ (2,258,000) | $ (1,684,000) | $ (1,017,000) | $ (751,000) | $ (599,000) | $ (444,000) | $ (277,000) | $ (9,525,000) | $ (2,811,000) |
Net loss per common share - basic and diluted | $ (0.21) | $ (0.21) | $ (0.23) | $ (0.22) | $ (0.13) | $ (0.10) | $ (0.08) | $ (0.06) | $ (0.11) | $ (0.86) | $ (0.37) |
Weighted average shares used to compute net loss per common share | 13,315 | 13,315 | 9,791 | 7,565 | 7,565 | 7,565 | 7,565 | 7,565 | 2,511 | 11,009 | 7,565 |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 07, 2017USD ($)$ / sharesshares | Jan. 31, 2017USD ($)ft² | Nov. 30, 2014USD ($) | Dec. 31, 2014USD ($)shares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares |
Subsequent Event [Line Items] | ||||||
Rent expense per month | $ 19,000 | $ 200,000 | $ 200,000 | |||
Lease obligations, less than one year | 300,000 | |||||
Lease obligations, one to three years | 1,100,000 | |||||
Lease obligations,three to five years | 1,100,000 | |||||
Lease obligations, more than five years | $ 300,000 | |||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Gross proceeds | $ 9,200,000 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Area Of Lease | ft² | 15,697 | |||||
Lease term | 62 months | |||||
Security deposit | $ 101,000 | |||||
Lease renewal term | 5 years | |||||
Subsequent Event [Member] | Landlord [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Landlord obligatory improvement allowance per rentable square foot | $ 135 | |||||
Subsequent Event [Member] | Tier One Rent Expense First Two Months Of Lease Term [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Rent expense per month | 42,400 | |||||
Subsequent Event [Member] | Tier Two Rent Expense [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Rent expense per month | $ 50,300 | |||||
Private Placement [Member] | Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares sold | shares | 2,996,000 | |||||
Private Placement [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, par value | $ / shares | $ 0.001 | |||||
Price per share | $ / shares | $ 6.10 | |||||
Gross proceeds | $ 5,000,000 | |||||
Private Placement [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares sold | shares | 819,673 |
Uncategorized Items - plse-2016
Label | Element | Value |
Stock Issued During Period, Value, Issued for Services | us-gaap_StockIssuedDuringPeriodValueIssuedForServices | $ 3,785,000 |
Stock Issued During Period, Value, Acquisitions | us-gaap_StockIssuedDuringPeriodValueAcquisitions | 5,411,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 8,000 |
Retained Earnings [Member] | ||
Net Income Loss | us-gaap_NetIncomeLoss | (277,000) |
Stock Issued During Period, Value, Issued for Services | us-gaap_StockIssuedDuringPeriodValueIssuedForServices | |
Stock Issued During Period, Value, Acquisitions | us-gaap_StockIssuedDuringPeriodValueAcquisitions | |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | |
Retained Earnings [Member] | Private Placement [Member] | ||
Sale of Stock, Consideration Received Per Transaction | us-gaap_SaleOfStockConsiderationReceivedPerTransaction | |
Accumulated Other Comprehensive Income [Member] | ||
Net Income Loss | us-gaap_NetIncomeLoss | |
Stock Issued During Period, Value, Issued for Services | us-gaap_StockIssuedDuringPeriodValueIssuedForServices | |
Stock Issued During Period, Value, Acquisitions | us-gaap_StockIssuedDuringPeriodValueAcquisitions | |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | |
Accumulated Other Comprehensive Income [Member] | Private Placement [Member] | ||
Sale of Stock, Consideration Received Per Transaction | us-gaap_SaleOfStockConsiderationReceivedPerTransaction | |
Additional Paid In Capital [Member] | ||
Net Income Loss | us-gaap_NetIncomeLoss | |
Stock Issued During Period, Value, Issued for Services | us-gaap_StockIssuedDuringPeriodValueIssuedForServices | 3,783,000 |
Stock Issued During Period, Value, Acquisitions | us-gaap_StockIssuedDuringPeriodValueAcquisitions | 5,409,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 7,000 |
Additional Paid In Capital [Member] | Private Placement [Member] | ||
Sale of Stock, Consideration Received Per Transaction | us-gaap_SaleOfStockConsiderationReceivedPerTransaction | 7,144,000 |
Common Stock [Member] | ||
Stock Issued During Period, Value, Issued for Services | us-gaap_StockIssuedDuringPeriodValueIssuedForServices | $ 2,000 |
Stock Issued During Period, Shares, Acquisitions | us-gaap_StockIssuedDuringPeriodSharesAcquisitions | 2,027,000 |
Stock Issued During Period, Value, Acquisitions | us-gaap_StockIssuedDuringPeriodValueAcquisitions | $ 2,000 |
Stock Issued During Period, Shares, Issued for Services | us-gaap_StockIssuedDuringPeriodSharesIssuedForServices | 1,417,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 1,000 |