Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Jun. 13, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | OVID | |
Entity Registrant Name | Ovid Therapeutics Inc. | |
Entity Central Index Key | 1,636,651 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 24,601,936 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 44,225,807 | $ 51,939,661 |
Prepaid and other current assets | 389,360 | 221,507 |
Due from related parties | 7,369 | |
Deferred transaction costs | 1,926,017 | 242,673 |
Total current assets | 46,541,184 | 52,411,210 |
Security deposit | 415,260 | 407,785 |
Property, plant and equipment, net | 46,586 | 43,591 |
Other assets | 200,281 | 165,301 |
Total assets | 47,203,311 | 53,027,887 |
Current liabilities: | ||
Accounts payable | 1,579,789 | 857,169 |
Accrued expenses | 3,287,974 | 2,876,243 |
Total current liabilities | 4,867,763 | 3,733,412 |
Stockholders' Equity: | ||
Common stock, $0.001 par value; 62,000,000 and 58,000,000 shares authorized at March 31, 2017 and December 31, 2016, respectively, 9,838,590 shares issued and outstanding at March 31, 2017 and December 31, 2016 | 9,839 | 9,839 |
Additional paid-in-capital | 112,464,370 | 85,186,269 |
Accumulated deficit | (70,148,424) | (35,909,614) |
Total stockholders' equity | 42,335,548 | 49,294,475 |
Total liabilities and stockholders' equity | 47,203,311 | 53,027,887 |
Series A Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, value | 2,382 | 2,382 |
Total stockholders' equity | 2,382 | 2,382 |
Series B Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, value | 5,599 | 5,599 |
Total stockholders' equity | 5,599 | $ 5,599 |
Series B-1 Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, value | 1,782 | |
Total stockholders' equity | $ 1,782 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 62,000,000 | 58,000,000 |
Common stock, shares issued | 9,838,590 | 9,838,590 |
Common stock, shares outstanding | 9,838,590 | 9,838,590 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,121,453 | 5,121,453 |
Preferred stock, shares issued | 2,382,069 | 2,382,069 |
Preferred stock, shares outstanding | 2,382,069 | 2,382,069 |
Preferred Stock, Liquidation preference, Value | $ 5,060,000 | $ 5,060,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 12,038,506 | 12,038,506 |
Preferred stock, shares issued | 5,599,282 | 5,599,282 |
Preferred stock, shares outstanding | 5,599,282 | 5,599,282 |
Preferred Stock, Liquidation preference, Value | $ 74,999,883 | $ 74,999,883 |
Series B-1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 3,831,293 | 0 |
Preferred stock, shares issued | 1,781,996 | 0 |
Preferred stock, shares outstanding | 1,781,996 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating expenses: | ||
Research and development | $ 31,284,429 | $ 1,126,602 |
Selling, general and administrative | 2,977,864 | 2,587,894 |
Total operating expenses | 34,262,293 | 3,714,496 |
Interest income (expense), net | 23,483 | 32,330 |
Loss before income tax | (34,238,810) | (3,682,166) |
Income taxes | 0 | 0 |
Net loss and comprehensive loss | (34,238,810) | (3,682,166) |
Net loss attributable to common stockholders | $ (34,238,810) | $ (3,682,166) |
Net loss per share attributable to common stockholders, basic and diluted | $ (3.48) | $ (0.37) |
Weighted-average common shares outstanding basic and diluted | 9,838,590 | 9,838,590 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Equity - 3 months ended Mar. 31, 2017 - USD ($) | Total | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B-1 Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2016 | $ 49,294,475 | $ 2,382 | $ 5,599 | $ 9,839 | $ 85,186,269 | $ (35,909,614) | |
Balance, Shares at Dec. 31, 2016 | 2,382,069 | 5,599,282 | 9,838,590 | ||||
Issuance of Series B-1Preferred Stock | 25,861,228 | $ 1,782 | 25,859,446 | ||||
Issuance of Series B-1Preferred Stock, Shares | 1,781,996 | ||||||
Stock-based compensation expense | 1,418,655 | 1,418,655 | |||||
Net loss | (34,238,810) | (34,238,810) | |||||
Balance at Mar. 31, 2017 | $ 42,335,548 | $ 2,382 | $ 5,599 | $ 1,782 | $ 9,839 | $ 112,464,370 | $ (70,148,424) |
Balance, Shares at Mar. 31, 2017 | 2,382,069 | 5,599,282 | 1,781,996 | 9,838,590 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (34,238,810) | $ (3,682,166) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Noncash research and development expense | 25,861,228 | |
Stock-based compensation expenses | 1,418,655 | 720,995 |
Depreciation and amortization | 18,463 | 5,896 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (167,853) | 160,583 |
Deferred transaction costs | (1,178,115) | (595,858) |
Security deposit | (7,475) | |
Accounts payable | 718,752 | 149,083 |
Accrued expenses | 411,731 | (695,889) |
Due from/ to related parties | 7,369 | 59,055 |
Deferred rent | 33,638 | |
Net cash used in operating activities | (7,156,055) | (3,844,663) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (12,131) | (14,653) |
Software development and other costs | (40,439) | (13,500) |
Net cash used in investing activities | (52,570) | (28,153) |
Cash flows from financing activities: | ||
Payments for transaction costs | (505,229) | (36,342) |
Net cash used in financing activities | (505,229) | (36,342) |
Net decrease in cash and cash equivalents | (7,713,854) | (3,909,158) |
Cash and cash equivalents, at beginning of period | 51,939,661 | 69,944,292 |
Cash and cash equivalents, at end of period | $ 44,225,807 | $ 66,035,134 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | NOTE 1 – NATURE OF OPERATIONS Ovid Therapeutics Inc. (the “Company”) was incorporated under the laws of the state of Delaware on April 1, 2014 and maintains its principal executive office in New York, New York. The Company commenced operations on April 1, 2014 (date of inception). The Company is a biopharmaceutical company focused exclusively on developing impactful medicines for patients and families living with rare neurological disorders. Since its inception, the Company has devoted substantially all of its efforts to business development, research and development, recruiting management and technical staff, raising capital, and has financed its operations through issuance of convertible preferred stock (“Preferred Stock”) and other equity instruments. The Company has not generated any revenue. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to secure additional capital to fund operations. On May 10, 2017, the Company completed an initial public offering (the “IPO”) of 5,000,000 shares of its common stock for aggregate gross proceeds of $75.0 million. The Company received approximately $67.0 million in net proceeds after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. Upon closing of the IPO, all of the outstanding shares of convertible preferred stock automatically converted into 9,763,347 shares of common stock at the applicable conversion ratio then in effect (see Note 13). The Company has incurred operating losses since inception and had an accumulated deficit of $70.1 million as of March 31, 2017. The Company expects to continue to incur net losses for at least the next several years and is highly dependent on its ability to find additional sources of funding in the form of debt or equity financing to fund its operations. Management believes that our existing cash and cash equivalents as of March 31, 2017, together with the proceeds from the IPO will be sufficient to fund our current operating plans through at least the next 12 months. Management expects that future sources of funding may include new or expanded partnering arrangements and sales of equity or debt securities. Adequate additional funding may not be available to the Company on acceptable terms or at all. The failure to raise capital as and when needed could have a negative impact on the Company’s financial condition and ability to pursue business strategies. The Company may be required to delay, reduce the scope of or eliminate research and development programs, or obtain funds through arrangements with collaborators or others that may require the Company to relinquish rights to certain drug candidates that the Company might otherwise seek to develop or commercialize independently. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in the Company’s Prospectus that forms a part of the Company’s Registration Statement on Form S-1 (File No. 333-217245), which was filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424 on May 5, 2017 (the “Prospectus”). There have been no material changes to the significant accounting policies during the period ended March 31, 2017, except for those listed below. (A) Unaudited Interim Condensed Financial Statements The interim condensed balance sheet at March 31, 2017, and the condensed statements of operations and comprehensive loss for the three months ended March 31, 2017 and 2016, condensed statement of changes in stockholder’s equity for the three months ended March 31, 2017, and condensed statement of cash flows for the three months ended March 31, 2017 and 2016 are unaudited. The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and following the requirements of the SEC for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of its financial information. The results of operations for the three months ended March 31, 2017 and 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any other future annual or interim period. The balance sheet as of December 31, 2016 included herein was derived from the audited financial statements as of that date. These interim condensed financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2016, and the notes thereto, which are included in the Company’s Prospectus. The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. (B) Reverse Stock Split In connection with the Company’s IPO, which was completed on May 10, 2017, the Company’s Board of Directors and stockholders approved a 1-for-2.15 reverse stock split of the Company’s issued and outstanding common stock and Preferred Stock. The reverse stock split became effective on May 1, 2017. All share and per share amounts in the financial statements have been retroactively adjusted for all periods presented to give effect to the reverse stock split. (C) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ materially from those estimates. (D) Collaboration Arrangement License and Collaboration Agreement with Takeda Pharmaceutical Company Limited The Company accounts for the license and collaboration agreement with Takeda Pharmaceutical Company Limited (“Takeda”) in accordance with Accounting Standard Codification (“ASC”) 808 – “Collaborative Arrangements.” As Ovid and Takeda are sharing 50/50 in the drug development and throughout the life of this compound when Ovid incurs the majority of the costs and Takeda transfers a payment to Ovid to equalize the costs, Ovid records the participation by Takeda as a reduction of its research and development expenses as the parties under the collaboration are sharing in the costs and the payment represents reimbursement of costs by Takeda. When Takeda incurs the majority of the costs and Ovid transfers a payment to Takeda (to equalize the costs), Ovid records the participation in Takeda’s expenses as research and development costs in its statement of operations, as Ovid and Takeda are sharing in the research and development activities and this participation represents Ovid’s share of the research and development costs in the specific period. (E) Recent Accounting Pronouncements Recent accounting standards which have been adopted In March 2016, FASB issued Accounting Standards Update (“ASU”) 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 simplifies various aspects of the accounting for shared-based payments. The simplifications include: (a) recording all tax effects associated with stock-based compensation through the income statement, as opposed to recording certain amounts in other paid-in capital, which eliminates the complications of tracking a “windfall pool,” but will increase the volatility of income tax expense; (b) allowing entities to withhold shares to satisfy the employer’s statutory tax withholding requirement up to the highest marginal tax rate applicable to employees rather than the employer’s minimum statutory rate, without requiring liability classification for the award; (c) modifying the requirement to estimate the number of awards that will ultimately vest by providing an accounting policy election to either estimate the number of forfeitures or recognize forfeitures as they occur; and (d) changing certain presentation requirements in the statement of cash flows, including removing the requirement to present excess tax benefits as an inflow from financing activities and an outflow from operating activities, and requiring the cash paid to taxing authorities arising from withheld shares to be classified as a financing activity. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. The Company early adopted ASU 2016-09 as of September 30, 2016 on a retroactive basis to the beginning of the period. In connection with the early adoption, the Company elected an accounting policy to record forfeitures as they occur. There was no financial statement impact upon adoption. ASU 2016-09 also provides that companies no longer record excess tax benefits or certain tax deficiencies in additional paid-in capital. Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. There was no financial statement impact of adopting ASU 2016-09 as the Company is in a net operating loss (“NOL”) position with a full valuation allowance. For the period from inception through December 31, 2016, the Company did not record an income statement benefit for excess tax benefits as there were no exercises of options during the period. As such, the adoption of this standard did not have a material impact on the financial statements. New accounting standards which have not yet been adopted In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. ASU 2017-01 is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new standard clarifies certain aspects of the statement of cash flows, including the classification of debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees and beneficial interests in securitization transactions. The new standard also clarifies that an entity should determine each separately identifiable source or use within the cash receipts and cash payments on the basis of the nature of the underlying cash flows. In situations in which cash receipts and payments have aspects of more than one class of cash flows and cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows for the item. ASU 2016-15 is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The adoption of this standard is not expected to have a material impact on our statements of cash flows upon adoption. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 was issued to increase transparency and comparability among entities by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about lease arrangements. ASU 2016-02 is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact of adopting ASU 2016-02 on the Company’s results of operations and financial position. |
Preclinical and Clinical Agreem
Preclinical and Clinical Agreements | 3 Months Ended |
Mar. 31, 2017 | |
Text Block [Abstract] | |
Preclinical and Clinical Agreements | NOTE 3 – PRECLINICAL AND CLINICAL AGREEMENTS On May 5, 2016, the Company entered into a Start Up Agreement (“SUA”) with a clinical research organization for the study entitled “Safety and Efficacy of Gaboxadol in Angelman Syndrome: A Phase 2 Study of OV101 in adolescents and adults.” Under the terms of the SUA, as amended, the direct fees and pass-through expenses are not to exceed $854,463 and $584,267, respectively, (a) without prior written authorization from the Company or (b) in the event of early termination which triggers necessary wind down activities. The term of the SUA, as amended, expired on August 31, 2016. On August 26, 2016, the Company entered into a Master Services Agreement (“MSA”) with a clinical research organization replacing the above mentioned SUA. In connection with the execution of the MSA, the Company provided an upfront retainer of $355,435. This retainer has been reflected within security deposits on the balance sheet. During the three months ended March 31, 2017, the Company has expensed approximately $891,500 related to both the MSA and the SUA. In the normal course of business, the Company enters into various firm purchase commitments related to certain preclinical studies and clinical trials. On November 1, 2016, the Company executed a work order to conduct preclinical research related to OV101. As of March 31, 2017, the noncancellable portion of this commitment totaled approximately $286,900, of which $54,899 has been paid as of March 31, 2017, and the balance is expected to be paid within the next fiscal year. |
Property and Equipment and Inta
Property and Equipment and Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment and Intangible Assets | NOTE 4 – PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS Property and equipment is summarized as follows: March 31, December 31, Furniture and equipment $ 75,914 $ 63,783 Less accumulated depreciation (29,328 ) (20,192 ) Total property, plant and equipment, net $ 46,586 $ 43,591 Depreciation expense was $5,329 and $3,061 for the three months ended March 31, 2017 and 2016, respectively. Intangible assets, net of accumulated amortization, were $123,946 and $110,074 as of March 31, 2017 and December 31, 2016, respectively, and are included in other assets. Amortization expense was $13,134 and $2,833 for the three months ended March 31, 2017 and 2016, respectively. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 5 – ACCRUED EXPENSES Accrued expenses consist of the following: March 31, December 31, Collaboration agreement accrual $ 1,534,106 $ — Payroll and bonus accrual 410,701 1,324,649 Professional fees accrual 448,788 874,525 Clinical trial accrual 327,702 409,804 Other 566,677 267,265 Total $ 3,287,974 $ 2,876,243 |
Stockholders' Equity and Prefer
Stockholders' Equity and Preferred Stock | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity and Preferred Stock | NOTE 6 – STOCKHOLDERS’ EQUITY AND PREFERRED STOCK The Company’s capital structure consists of common stock and Preferred Stock with certain rights and privileges summarized below. The Company’s eighth amendment to the Company’s certificate of incorporation was made on January 6, 2017 to increase the authorized shares of common stock available for issuance to 62,000,000 at $0.001 par value, and shares of Preferred Stock to 20,991,252. The authorized and outstanding Preferred Stock consists of 5,121,453 shares and 2,382,069 shares of Series A, respectively, 12,038,506 shares and 5,599,282 shares of Series B, respectively, and 3,831,293 shares and 1,781,996 shares of Series B-1, respectively as of March 31, 2017. The holders of common stock are entitled to one vote for each share held. The holders of common stock have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares. The common stock is subordinate to all series of Preferred Stock with respect to dividend rights and rights upon liquidation, winding up and dissolution of the Company. The holders of common stock are entitled to liquidation proceeds after all liquidation preferences for the Preferred Stock are satisfied. Upon closing of the IPO, the Series A Preferred Stock, the Series B Preferred Stock, and the Series B-1 Preferred Stock automatically converted into shares of the Company’s common stock (see Note 13). The holders of the Preferred Stock have the following rights and preferences: Voting Rights The holders of Preferred Stock are entitled to vote, together with the holders of common stock, on all matters submitted to stockholders for a vote, except the election of common stock directors and except as required by law. Each preferred stockholder is entitled to the number of votes equal to the number of shares of common stock into which each share of Preferred Stock is convertible as of the record date for determining stockholders entitled to vote on such matter. Liquidation Preferences In the event that the Company liquidates, dissolves or winds up, whether voluntarily or involuntarily, or sells all or substantially all of its assets, or sells the Company or a controlling interest in the Company or if certain events deemed to be a liquidation occur, then first, the holders of Series B Preferred Stock and the holders of Series B-1 Preferred Stock shall be entitled to receive, in each case on a pari passu basis, in preference to holders of Series A Preferred Stock and common stock, an amount per share equal to the greater of the (i) the original purchase price for the Series B Preferred Stock and Series B-1 Preferred Stock, as applicable, plus any dividends, if declared but unpaid thereon, or (ii) amount per share as would have been payable had all shares of Series B Preferred Stock or Series B-1 Preferred Stock, as applicable, been converted into common stock immediately prior to the liquidation event. After payment of required amounts to the holder of Series B Preferred Stock and Series B-1 Preferred Stock, the holders of shares of Series A Preferred Stock shall be entitled to receive in preference to holders of common stock, an amount per share equal to the greater of the (i) the original purchase price for the Series A Preferred Stock, plus any dividends, if declared but unpaid thereon, or (ii) amount per share as would have been payable had all shares of Series A Preferred Stock been converted into common stock immediately prior to the liquidation event. Following all preferential payments to holders of Preferred Stock as required, any remaining undistributed assets shall be shared ratably with all common stockholders. Dividends The holders of the Preferred Stock are entitled to receive, if declared by the Board, non-cumulative dividends at the rate of 8% of the original purchase price per annum. Such dividends shall only be payable when, and if declared and are not cumulative. If dividends are declared, then preference is given in order to the Series B Preferred Stock and Series B-1 Preferred Stock, the Series A Preferred Stock and then the common stock. The holders of Series B Preferred Stock and the holders of Series B-1 Preferred Stock have liquidation and dividend rights in preference to holders of Series A Preferred and common stock. The holders of Series A Preferred Stock have liquidation and dividend rights in preference to holders of common stock. No dividends on the common stock shall be declared and paid unless dividends on the Preferred Stock have been declared and paid. Through March 31, 2017, the Company has not declared any dividends. Redemption Rights The Preferred Stock is not redeemable at the option of the holder. Conversion Rights Each share of Preferred Stock is convertible at any time at the option of the stockholder into fully paid and nonassessable shares of common stock determined by dividing the original purchase price by the conversion price in effect at the time of conversion. The original purchase price for Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock is $2.125, $13.395 and $14.513 per share, respectively. In the event that the Company issues additional shares of stock, stock splits and combination, dividends and distributions, the conversion price may be adjusted, with certain exceptions. In the event of a liquidation, dissolution, winding up or deemed liquidation event, the conversion rights will be terminated at the close of business on the last day preceding the date fixed for payment of liquidation amounts to the holders of Preferred Stock. Mandatory Conversion All outstanding shares of Preferred Stock will be automatically converted into shares of common stock upon a trigger event. A trigger event is defined as either (a) the closing of the sale of shares of common stock to the public in a firm-commitment underwritten public offering on the New York Stock Exchange, The NASDAQ Stock Market or other internationally recognized stock exchange, pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least fifty million dollars ($50,000,000) of gross proceeds or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least sixty percent (60%) of the then outstanding shares of Preferred Stock and the holders of a majority of the Series B Preferred Stock and Series B-1 Preferred Stock (voting together as a single class). The Preferred Stock is classified as permanent equity because the shares contain redemption features that are within the control of the Company. The Company believes the shares are not currently redeemable and it is not probable that a deemed liquidation event (including merger, acquisition or sale of all or substantially all of the Company’s assets) will occur to trigger redemption. There was no accretion of Preferred Stock to redemption value recorded as of March 31, 2017. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | NOTE 7 – STOCK-BASED COMPENSATION On August 29, 2014, the Company’s Board of Directors adopted and approved the 2014 Equity Incentive Plan (the “2014 Plan”), which authorized the Company to grant up to 116,279 shares of common stock in the form of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock and restricted stock units. The types of stock-based awards, including share purchase rights amount, terms, and exercisability provisions of grants are determined by the Company’s Board of Directors. The purpose of the 2014 Plan is to provide the Company with the flexibility to issue stock-based awards as part of an overall compensation package to attract and retain qualified personnel. In March 2015, June 2015, July 2015 and February 2016, the number of common shares available for issuance under the 2014 Plan was increased to 1,292,957, 1,627,906, 2,700,911 and 5,999,317, respectively. Unless specified otherwise in an individual option agreement, stock options granted under the 2014 Plan generally have a ten-year term and a four-year vesting period. The vesting requirement is conditioned upon grantee’s continued service with the Company during the vesting period. Once vested, all awards are exercisable from the date of grant until they expire. The option grants are non-transferable. Vested options generally remain exercisable for 90 days subsequent to the termination of the option holder’s service with the Company. In the event of option holder’s death or disability while employed by or providing service to the Company, the exercisable period extends to twelve months. Performance-based option awards generally have similar vesting terms, with vesting commencing on the date the performance condition is achieved and expire in accordance to the specific terms of the agreement. At March 31, 2017, there were 186,043 performance-based options outstanding and unvested. The fair value of options granted during the three months ended March 31, 2017 and 2016 were estimated using the Black-Scholes option valuation model. The inputs for the Black-Scholes valuation model require management’s significant assumptions. The common stock price was determined by the Board of Directors. In the absence of market data for the Company’s common stock, the Board of Directors considered various factors in estimating the fair value of the common stock at the time of grant which include but are not limited to the common stock valuation performed by a third party independent valuation firm, the Company’s performance and future economic outlook, the potential financing available to the Company, and the valuation of common stock of similar companies in the industry. The risk-free interest rates were based on the rate for U.S. Treasury securities at the date of grant with maturity dates approximately equal to the expected life at the grant date. The expected life was based on the simplified method in accordance with the SEC Staff Accounting Bulletin Nos. 107 and 110 as the Company’s shares were not traded publicly at the grant date. The expected volatility was estimated based on historical volatility information of peer companies that are publicly available. All assumptions used to calculate the grant date fair value of nonemployee options are generally consistent with the assumptions used for options granted to employees. In the event the Company terminates any of its consulting agreements, the unvested options underlying the agreements would also be cancelled. Unvested nonemployee options are marked-to-market at each reporting period. The Company granted 27,906 and 34,882 stock options to nonemployee consultants for services rendered during the three months ended March 31, 2017 and 2016, respectively. There were 58,868 and 90,112 unvested nonemployee options outstanding as of March 31, 2017 and 2016, respectively. Total expense recognized related to the nonemployee stock options for the three months ended March 31, 2017 and 2016 was $233,958 and $37,335, respectively. Total unrecognized compensation expenses related to the nonemployee stock options were $481,687 and $443,426 as of March 31, 2017 and 2016, respectively. During the three months ended March 31, 2017, the Company recognized $162,700 in expenses for non-employee performance based option awards. The Company granted 1,017,441 and 554,179 stock options to employees during the three months ended March 31, 2017 and 2016, respectively. There were 2,794,997 and 2,388,476 unvested employee options outstanding as of March 31, 2017 and 2016, respectively. Total expense recognized related to the employee stock options for the three months ended March 31, 2017 and 2016 was $1,184,696 and $683,660 respectively. Total unrecognized compensation expense related to employee stock options were $13,194,067 and $10,068,961 as of March 31, 2017 and 2016, respectively. There were no expenses recognized for employee performance based option award during the three months ended March 31, 2017 and 2016. The Company’s stock-based compensation expense was recognized in operating expense as follows: Three Months Ended March 31, 2017 2016 Research and development $ 670,175 $ 249,451 General and administrative 748,479 471,544 Total $ 1,418,654 $ 720,995 The fair value of employee options granted during three months ended March 31, 2017 and 2016, respectively, was estimated by utilizing the following assumptions: For the Three Months Ended 2017 2016 Weighted Average Weighted Average Volatility 80.79 % 82.97 % Expected Term In Years 6.08 6.05 Dividend Rate 0.00 % 0.00 % Risk-Free Interest Rate 2.12 % 1.50 % Fair Value of Option on Grant Date 5.95 4.67 The fair value of nonemployee options granted and remeasured during the three months ended March 31, 2017 and 2016, respectively, was estimated by utilizing the following assumptions: For the Three Months Ended 2017 2016 Weighted Average Weighted Average Volatility 75.34 % 83.63 % Expected Term In Years 4.57 5.16 Dividend Rate 0.00 % 0.00 % Risk-Free Interest Rate 1.92 % 1.47 % Fair Value of Option on Grant Date 7.44 4.90 The following table summarizes the number of options outstanding and the weighted average exercise price: Number of Weighted Weighted Aggregate Options outstanding at December 31, 2016 2,987,729 $ 7.46 8.82 $ 837,036 Granted 1,045,347 8.50 9.81 Exercised — — Forfeited (139,534 ) 6.26 Options Outstanding March 31, 2017 3,893,542 $ 7.79 8.94 $ 9,869,810 Vested at March 31, 2017 1,039,677 $ 7.79 8.52 $ 2,826,395 Exercisable at March 31, 2017 1,039,677 $ 7.60 8.52 $ 2,826,395 At March 31, 2017 there was approximately $13,676,373 of unamortized share–based compensation expense, which is expected to be recognized over a remaining average vesting period of 3.27 years. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8 – INCOME TAXES The Company did not record a federal or state income tax provision for the three months ended March 31, 2017 and 2016 as it has incurred net losses since inception. In addition, the net deferred tax assets generated form the net operating losses have been fully reserved as the Company believes it is not more likely than not that the benefit will be realized. During the three months ended, the Company recorded a $200,251 refundable credit towards future New York City tax expense as a reduction to operating expenses. The credit is for qualified emerging technology companies (“QETCS”) focused on biotechnology located in New York City. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – COMMITMENTS AND CONTINGENCIES Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company is not currently involved in any legal matters arising in the normal course of business. Under the terms of their respective employment agreements, each of our named executive officers is eligible to receive severance payments and benefits upon a termination without “cause” or due to “permanent disability,” or upon “resignation for good reason,” contingent upon the named executive officer’s delivery to us of a satisfactory release of claims, and subject to the named executive officer’s compliance with non-competition and non-solicitation restrictive covenants for two years following the termination date. |
Collaboration Agreement
Collaboration Agreement | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration Agreement | NOTE 10 – COLLABORATION AGREEMENT Takeda Collaboration On January 6, 2017, the Company entered into a license and collaboration agreement with Takeda, pursuant to which Takeda granted the Company an exclusive license to commercialize the compound TAK-935, which we now refer to as OV935, in certain territories, and a co-exclusive worldwide license, together with Takeda, to develop OV935. In consideration of certain license rights granted to the Company pursuant to the Takeda license agreement, the Company issued 1,781,996 shares of its new Series B-1 Preferred Stock, pursuant to a Series B-1 preferred stock purchase agreement entered into on January 6, 2017, at an ascribed price per share of $14.513 on January 6, 2017 for an aggregate fair value of $25,861,228, which was recorded as research and development expense at the date of the transaction. Under the Takeda license agreement, the Company is obligated to pay Takeda future payments if and when certain milestones are achieved. Upon the first patient enrollment in the first Phase 3 trial for the first of the initial indications the Company and Takeda are focusing on in the Takeda license agreement, the Company is obligated to issue to Takeda the number of unregistered shares of our common stock equal to the lesser of (a) 8% of the Company outstanding capital stock on the issuance date or (b) $50.0 million divided by the applicable share price, unless certain events occur. The remaining potential global commercial and regulatory milestone payments equal approximately $35.0 million and can be satisfied in cash or unregistered shares of the Company’s common stock at its election, unless certain events occur. During the three months ended March 31, 2017 and 2016, the Company recognized $1,534,106 and zero in research and development expense related to this collaboration agreement, respectively. The Series B-1 Preferred Stock has substantially similar rights and privileges as the Series B Preferred Stock (see Note 6). The Takeda license agreement will expire upon the cessation of commercialization of the products by both the Company and Takeda. Either party may terminate the Takeda license agreement as a result of the other party’s uncured material breach or insolvency, for safety reasons, or, after completion of the first proof of mechanism clinical trial, for convenience. Takeda may terminate the Takeda license agreement for our (or our sublicensee’s) challenge to the patents licensed under the Takeda license agreement. If the agreement is terminated by Takeda for material breach by the Company, bankruptcy or patent challenge or by the Company for convenience or safety reasons, the Company’s rights to the products will cease, the Company will transition all activities related to the products to Takeda, and the Company will grant Takeda an exclusive, royalty-bearing license under certain patents and other intellectual property controlled by the Company to commercialize OV935 and products containing OV935 for the treatment of certain rare neurological disorders. If the agreement is terminated by the Company for Takeda’s material breach or bankruptcy or by Takeda for convenience or safety reasons, Takeda’s rights to the products will cease, Takeda will transition all activities related to the products to us, and Takeda will grant us an exclusive, royalty-bearing license under certain patents and other intellectual property controlled by Takeda to commercialize OV935 and products containing OV935 for the treatment of certain rare neurological disorders. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 11 – RELATED PARTY TRANSACTIONS As of December 31, 2016, amounts due from related parties represented travel related expenses. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 12 – NET LOSS PER SHARE Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period. For all periods presented, the common shares underlying the Preferred Stock and options have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per common share are the same. The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding as they would be anti-dilutive: For the Three Months Ended 2017 2016 Stock options to purchase common stock 3,893,542 2,470,449 Preferred stock convertible into common stock 9,763,347 7,981,351 Total 13,656,889 10,451,800 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 – SUBSEQUENT EVENTS Equity Awards On April 12, 2017, the Company granted 216,506 option awards to employees with an exercise price of $10.32 per share. On May 10, 2017, 139,532 performance-based option awards to employees with an exercise price of $8.50 per share, became fully vested in connection with the closing of the Company’s IPO. Initial Public Offering On May 1, 2017, the Company filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware, to effect a 1-for-2.15 reverse stock split of the Company’s common stock and preferred stock, effective as of May 1, 2017. The amended and restated certificate of incorporation was approved by the Company’s Board of Directors and stockholders on April 22, 2017 and April 30, 2017, respectively. All share and per share data shown in the accompanying financial statements and related notes have been retroactively revised to reflect the reverse stock split. The Company’s Board of Directors adopted and the Company’s stockholders approved the 2017 equity incentive plan (“2017 Plan”), which became effective immediately prior to the execution of the underwriting agreement related to the IPO on May 4, 2017. The 2017 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock-based awards. The Company’s employees, officers, directors and consultants and advisors are eligible to receive awards under the 2017 Plan. The Company’s Board of Directors adopted and the Company’s stockholders approved the 2017 employee stock purchase plan, which became effective immediately prior to the execution of the underwriting agreement related to the IPO on May 4, 2017. On May 10, 2017, the Company filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware, which was approved by the Company’s Board of Directors and stockholders on April 12, 2017 and April 24, 2017, respectively, and which went effective immediately after to the closing of the Company’s IPO on May 10, 2017. Pursuant to the amended and restated certificate of incorporation, the Company is now authorized to issue 125,000,000 shares of common stock and 10,000,000 shares of preferred stock. On May 10, 2017, the Company completed its IPO of 5,000,000 shares of the Company’s common stock at a public offering price of $15.00 per share. The gross proceeds from the IPO were $75.0 million and the net proceeds were approximately $67.0 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. Upon completion of the IPO, 2,382,069 shares of Series A Preferred Stock, 5,599,282 shares of Series B Preferred Stock and 1,781,996 shares Series B-1 Preferred Stock were converted into 9,763,347 shares of common stock. Upon completion of the IPO, the Company had 24,601,936 shares of common stock outstanding and no shares of preferred stock outstanding. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Unaudited Interim Condensed Financial Statements | (A) Unaudited Interim Condensed Financial Statements The interim condensed balance sheet at March 31, 2017, and the condensed statements of operations and comprehensive loss for the three months ended March 31, 2017 and 2016, condensed statement of changes in stockholder’s equity for the three months ended March 31, 2017, and condensed statement of cash flows for the three months ended March 31, 2017 and 2016 are unaudited. The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and following the requirements of the SEC for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of its financial information. The results of operations for the three months ended March 31, 2017 and 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any other future annual or interim period. The balance sheet as of December 31, 2016 included herein was derived from the audited financial statements as of that date. These interim condensed financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2016, and the notes thereto, which are included in the Company’s Prospectus. The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Reverse Stock Split | (B) Reverse Stock Split In connection with the Company’s IPO, which was completed on May 10, 2017, the Company’s Board of Directors and stockholders approved a 1-for-2.15 reverse stock split of the Company’s issued and outstanding common stock and Preferred Stock. The reverse stock split became effective on May 1, 2017. All share and per share amounts in the financial statements have been retroactively adjusted for all periods presented to give effect to the reverse stock split. |
Use of Estimates | (C) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ materially from those estimates. |
Collaboration Arrangement | (D) Collaboration Arrangement License and Collaboration Agreement with Takeda Pharmaceutical Company Limited The Company accounts for the license and collaboration agreement with Takeda Pharmaceutical Company Limited (“Takeda”) in accordance with Accounting Standard Codification (“ASC”) 808 – “Collaborative Arrangements.” As Ovid and Takeda are sharing 50/50 in the drug development and throughout the life of this compound when Ovid incurs the majority of the costs and Takeda transfers a payment to Ovid to equalize the costs, Ovid records the participation by Takeda as a reduction of its research and development expenses as the parties under the collaboration are sharing in the costs and the payment represents reimbursement of costs by Takeda. When Takeda incurs the majority of the costs and Ovid transfers a payment to Takeda (to equalize the costs), Ovid records the participation in Takeda’s expenses as research and development costs in its statement of operations, as Ovid and Takeda are sharing in the research and development activities and this participation represents Ovid’s share of the research and development costs in the specific period. |
Recent Accounting Pronouncements | (E) Recent Accounting Pronouncements Recent accounting standards which have been adopted In March 2016, FASB issued Accounting Standards Update (“ASU”) 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 simplifies various aspects of the accounting for shared-based payments. The simplifications include: (a) recording all tax effects associated with stock-based compensation through the income statement, as opposed to recording certain amounts in other paid-in capital, which eliminates the complications of tracking a “windfall pool,” but will increase the volatility of income tax expense; (b) allowing entities to withhold shares to satisfy the employer’s statutory tax withholding requirement up to the highest marginal tax rate applicable to employees rather than the employer’s minimum statutory rate, without requiring liability classification for the award; (c) modifying the requirement to estimate the number of awards that will ultimately vest by providing an accounting policy election to either estimate the number of forfeitures or recognize forfeitures as they occur; and (d) changing certain presentation requirements in the statement of cash flows, including removing the requirement to present excess tax benefits as an inflow from financing activities and an outflow from operating activities, and requiring the cash paid to taxing authorities arising from withheld shares to be classified as a financing activity. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. The Company early adopted ASU 2016-09 as of September 30, 2016 on a retroactive basis to the beginning of the period. In connection with the early adoption, the Company elected an accounting policy to record forfeitures as they occur. There was no financial statement impact upon adoption. ASU 2016-09 also provides that companies no longer record excess tax benefits or certain tax deficiencies in additional paid-in capital. Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. There was no financial statement impact of adopting ASU 2016-09 as the Company is in a net operating loss (“NOL”) position with a full valuation allowance. For the period from inception through December 31, 2016, the Company did not record an income statement benefit for excess tax benefits as there were no exercises of options during the period. As such, the adoption of this standard did not have a material impact on the financial statements. New accounting standards which have not yet been adopted In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. ASU 2017-01 is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new standard clarifies certain aspects of the statement of cash flows, including the classification of debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees and beneficial interests in securitization transactions. The new standard also clarifies that an entity should determine each separately identifiable source or use within the cash receipts and cash payments on the basis of the nature of the underlying cash flows. In situations in which cash receipts and payments have aspects of more than one class of cash flows and cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows for the item. ASU 2016-15 is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The adoption of this standard is not expected to have a material impact on our statements of cash flows upon adoption. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 was issued to increase transparency and comparability among entities by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about lease arrangements. ASU 2016-02 is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact of adopting ASU 2016-02 on the Company’s results of operations and financial position. |
Property and Equipment and In21
Property and Equipment and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment is summarized as follows: March 31, December 31, Furniture and equipment $ 75,914 $ 63,783 Less accumulated depreciation (29,328 ) (20,192 ) Total property, plant and equipment, net $ 46,586 $ 43,591 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: March 31, December 31, Collaboration agreement accrual $ 1,534,106 $ — Payroll and bonus accrual 410,701 1,324,649 Professional fees accrual 448,788 874,525 Clinical trial accrual 327,702 409,804 Other 566,677 267,265 Total $ 3,287,974 $ 2,876,243 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Recognized Stock-Based Compensation Expense | The Company’s stock-based compensation expense was recognized in operating expense as follows: Three Months Ended March 31, 2017 2016 Research and development $ 670,175 $ 249,451 General and administrative 748,479 471,544 Total $ 1,418,654 $ 720,995 |
Summary of Options Outstanding and Weighted Average Exercise Price | The following table summarizes the number of options outstanding and the weighted average exercise price: Number of Weighted Weighted Aggregate Options outstanding at December 31, 2016 2,987,729 $ 7.46 8.82 $ 837,036 Granted 1,045,347 8.50 9.81 Exercised — — Forfeited (139,534 ) 6.26 Options Outstanding March 31, 2017 3,893,542 $ 7.79 8.94 $ 9,869,810 Vested at March 31, 2017 1,039,677 $ 7.79 8.52 $ 2,826,395 Exercisable at March 31, 2017 1,039,677 $ 7.60 8.52 $ 2,826,395 |
Employee Stock Option [Member] | |
Summary of Assumptions Used to Compute Fair Value of Employee Option Granted | The fair value of employee options granted during three months ended March 31, 2017 and 2016, respectively, was estimated by utilizing the following assumptions: For the Three Months Ended 2017 2016 Weighted Average Weighted Average Volatility 80.79 % 82.97 % Expected Term In Years 6.08 6.05 Dividend Rate 0.00 % 0.00 % Risk-Free Interest Rate 2.12 % 1.50 % Fair Value of Option on Grant Date 5.95 4.67 |
Nonemployee Stock Options [Member] | |
Summary of Assumptions Used to Compute Fair Value of Employee Option Granted | The fair value of nonemployee options granted and remeasured during the three months ended March 31, 2017 and 2016, respectively, was estimated by utilizing the following assumptions: For the Three Months Ended 2017 2016 Weighted Average Weighted Average Volatility 75.34 % 83.63 % Expected Term In Years 4.57 5.16 Dividend Rate 0.00 % 0.00 % Risk-Free Interest Rate 1.92 % 1.47 % Fair Value of Option on Grant Date 7.44 4.90 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule Potentially Dilutive Securities Excluded from Computations of Diluted Weighted Average Shares Outstanding | The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding as they would be anti-dilutive: For the Three Months Ended 2017 2016 Stock options to purchase common stock 3,893,542 2,470,449 Preferred stock convertible into common stock 9,763,347 7,981,351 Total 13,656,889 10,451,800 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Detail) - USD ($) | May 10, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Operating losses | $ 70,148,424 | $ 35,909,614 | |
Subsequent Event [Member] | IPO [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Number of shares issued | 5,000,000 | ||
Gross proceeds from issuance of stock | $ 75,000,000 | ||
Net proceeds from issuance of stock | $ 67,000,000 | ||
Subsequent Event [Member] | Common Stock [Member] | IPO [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Conversion of convertible preferred stock into common stock | 9,763,347 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017USD ($)shares | |
Accounting Policies [Abstract] | |
Reverse stock split description | In connection with the Company's IPO, which was completed on May 10, 2017, the Company's Board of Directors and stockholders approved a 1-for-2.15 reverse stock split of the Company's issued and outstanding common stock and Preferred Stock. |
Reverse stock split effective date | May 1, 2017 |
Reverse stock split ratio | 0.4651 |
Ownership pattern | Ovid and Takeda are sharing 50/50 in the drug development and throughout the life of this compound |
Financial statement impact of adopting ASU 2016-09 | $ | $ 0 |
Options exercised | shares | 0 |
Preclinical and Clinical Agre27
Preclinical and Clinical Agreements - Additional Information (Detail) - USD ($) | Aug. 26, 2016 | May 05, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Expenses related to clinical research agreements | $ 31,284,429 | $ 1,126,602 | ||
Noncancellable commitment | 286,900 | |||
Paid Out [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Noncancellable commitment | 54,899 | |||
Start Up Agreement [Member] | Maximum [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Direct fees | $ 854,463 | |||
Pass-through expenses | $ 584,267 | |||
Master Services Agreement [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Upfront retainer | $ 355,435 | |||
Master Services and Start Up Agreement [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Expenses related to clinical research agreements | $ 891,500 |
Property and Equipment and In28
Property and Equipment and Intangible Assets - Summary of Property and Equipment (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation | $ (29,328) | $ (20,192) |
Total property, plant and equipment, net | 46,586 | 43,591 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment | $ 75,914 | $ 63,783 |
Property and Equipment and In29
Property and Equipment and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 5,329 | $ 3,061 | |
Intangible assets, net of accumulated amortization | 123,946 | $ 110,074 | |
Amortization expense | $ 13,134 | $ 2,833 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Collaboration agreement accrual | $ 1,534,106 | |
Payroll and bonus accrual | 410,701 | $ 1,324,649 |
Professional fees accrual | 448,788 | 874,525 |
Clinical trial accrual | 327,702 | 409,804 |
Other | 566,677 | 267,265 |
Total | $ 3,287,974 | $ 2,876,243 |
Stockholders' Equity and Pref31
Stockholders' Equity and Preferred Stock - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Jan. 06, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | |||
Common stock, shares authorized | 62,000,000 | 58,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock voting rights | One vote for each share held. | ||
Preferred stock voting rights | Each preferred stockholder is entitled to the number of votes equal to the number of shares of common stock into which each share of Preferred Stock is convertible as of the record date for determining stockholders entitled to vote on such matter. | ||
Percentage of non-cumulative dividends | 8.00% | ||
Preferred stock payment terms | Dividends shall only be payable when, and if declared and are not cumulative. | ||
Preferred stock payment preference terms | If dividends are declared, then preference is given in order to the Series B Preferred Stock and Series B-1 Preferred Stock, the Series A Preferred Stock and then the common stock. | ||
Dividends declaration and payment terms | No dividends on the common stock shall be declared and paid unless dividends on the Preferred Stock have been declared and paid. | ||
Dividends declared | $ 0 | ||
Preferred stock redemption description | The Preferred Stock is not redeemable at the option of the holder. | ||
Preferred stock conversion description | Each share of Preferred Stock is convertible at any time at the option of the stockholder into fully paid and nonassessable shares of common stock determined by dividing the original purchase price by the conversion price | ||
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 5,121,453 | 5,121,453 | |
Preferred stock, shares outstanding | 2,382,069 | 2,382,069 | |
Original purchase price of preferred stock | $ 2.125 | ||
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 12,038,506 | 12,038,506 | |
Preferred stock, shares outstanding | 5,599,282 | 5,599,282 | |
Original purchase price of preferred stock | $ 13.395 | ||
Series B-1 Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 3,831,293 | 0 | |
Preferred stock, shares outstanding | 1,781,996 | 0 | |
Original purchase price of preferred stock | $ 14.513 | ||
Eighth Amendment [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 62,000,000 | ||
Common stock, par value | $ 0.001 | ||
Preferred stock, shares authorized | 20,991,252 | ||
Eighth Amendment [Member] | Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 5,121,453 | ||
Preferred stock, shares outstanding | 2,382,069 | ||
Eighth Amendment [Member] | Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 12,038,506 | ||
Preferred stock, shares outstanding | 5,599,282 | ||
Eighth Amendment [Member] | Series B-1 Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 3,831,293 | ||
Preferred stock, shares outstanding | 1,781,996 | ||
Preferred Stock [Member] | Mandatory Conversion Limit [Member] | Minimum [Member] | |||
Class of Stock [Line Items] | |||
Gross proceeds from sale of shares of common stock to public | $ 50,000,000 | ||
Eligible percentage of consent | 60.00% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | ||||||
Mar. 31, 2017 | Mar. 31, 2016 | Feb. 02, 2016 | Jul. 31, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Aug. 29, 2014 | |
Stock-Based Compensation [Line Items] | |||||||
Share based compensation, exercisable | 8 years 6 months 7 days | ||||||
Stock options, granted | 1,045,347 | ||||||
Share based compensation expense | $ 1,418,654 | $ 720,995 | |||||
Unrecognized compensation expenses | $ 13,676,373 | ||||||
Unrecognized compensation not yet recognized, period for recognition | 3 years 3 months 8 days | ||||||
Performance-based Option Awards [Member] | |||||||
Stock-Based Compensation [Line Items] | |||||||
Unvested stock options, outstanding | 186,043 | ||||||
Share based compensation expense | $ 0 | $ 0 | |||||
Nonemployee Stock Options [Member] | |||||||
Stock-Based Compensation [Line Items] | |||||||
Unvested stock options, outstanding | 58,868 | 90,112 | |||||
Stock options, granted | 27,906 | 34,882 | |||||
Share based compensation expense | $ 233,958 | $ 37,335 | |||||
Unrecognized compensation expenses | $ 481,687 | $ 443,426 | |||||
Employee Stock Option [Member] | |||||||
Stock-Based Compensation [Line Items] | |||||||
Unvested stock options, outstanding | 2,794,997 | 2,388,476 | |||||
Stock options, granted | 1,017,441 | 554,179 | |||||
Share based compensation expense | $ 1,184,696 | $ 683,660 | |||||
Unrecognized compensation expenses | 13,194,067 | $ 10,068,961 | |||||
Non-employee Performance Based Option Awards [Member] | |||||||
Stock-Based Compensation [Line Items] | |||||||
Share based compensation expense | $ 162,700 | ||||||
2014 Equity Incentive Plan [Member] | |||||||
Stock-Based Compensation [Line Items] | |||||||
Share based compensation, term of plan | 10 years | ||||||
Share based compensation, vesting period | 4 years | ||||||
Share based compensation, exercisable | 90 days | ||||||
2014 Equity Incentive Plan [Member] | Common Stock [Member] | |||||||
Stock-Based Compensation [Line Items] | |||||||
Shares of common stock authorized for issuance under the Plan | 5,999,317 | 2,700,911 | 1,627,906 | 1,292,957 | 116,279 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Recognized Stock-Based Compensation Expense (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock-Based Compensation [Line Items] | ||
Stock-based compensation expense, Total | $ 1,418,654 | $ 720,995 |
Research and Development [Member] | ||
Stock-Based Compensation [Line Items] | ||
Stock-based compensation expense, Total | 670,175 | 249,451 |
General and Administrative Expenses [Member] | ||
Stock-Based Compensation [Line Items] | ||
Stock-based compensation expense, Total | $ 748,479 | $ 471,544 |
Stock-Based Compensation - Su34
Stock-Based Compensation - Summary of Assumptions Used to Compute Fair Value of Employee Option Granted (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Employee Stock Option [Member] | ||
Stock-Based Compensation [Line Items] | ||
Weighted Average, Volatility | 80.79% | 82.97% |
Weighted Average, Expected Term In Years | 6 years 29 days | 6 years 18 days |
Weighted Average, Dividend Rate | 0.00% | 0.00% |
Weighted Average, Risk-Free Interest Rate | 2.12% | 1.50% |
Weighted Average, Fair Value of Option on Grant Date | $ 5.95 | $ 4.67 |
Nonemployee Stock Options [Member] | ||
Stock-Based Compensation [Line Items] | ||
Weighted Average, Volatility | 75.34% | 83.63% |
Weighted Average, Expected Term In Years | 4 years 6 months 25 days | 5 years 1 month 28 days |
Weighted Average, Dividend Rate | 0.00% | 0.00% |
Weighted Average, Risk-Free Interest Rate | 1.92% | 1.47% |
Weighted Average, Fair Value of Option on Grant Date | $ 7.44 | $ 4.90 |
Stock-Based Compensation - Su35
Stock-Based Compensation - Summary of Options Outstanding and Weighted Average Exercise Price (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of Shares, Options outstanding, Beginning balance | 2,987,729 | |
Number of Shares, Granted | 1,045,347 | |
Number of Shares, Exercised | 0 | |
Number of Shares, Forfeited | (139,534) | |
Number of Shares, Options outstanding, Ending balance | 3,893,542 | 2,987,729 |
Number of Shares, Vested | 1,039,677 | |
Number of Shares, Exercisable | 1,039,677 | |
Weighted Average Exercise Price, Granted | $ 8.50 | |
Weighted Average Exercise Price, Exercised | 0 | |
Weighted Average Exercise Price, Forfeited | 6.26 | |
Weighted Average Exercise Price, Options outstanding | 7.79 | $ 7.46 |
Weighted Average Exercise Price, Vested | 7.79 | |
Weighted Average Exercise Price, Exercisable | $ 7.60 | |
Weighted Average Remaining Contractual Life,Granted | 9 years 9 months 22 days | |
Weighted Average Remaining Contractual Life, Options outstanding | 8 years 11 months 9 days | 8 years 9 months 26 days |
Weighted Average Remaining Contractual Life, Vested | 8 years 6 months 7 days | |
Weighted Average Remaining Contractual Life, Exercisable | 8 years 6 months 7 days | |
Aggregate Intrinsic Value, Options outstanding | $ 9,869,810 | $ 837,036 |
Aggregate Intrinsic Value, Vested | 2,826,395 | |
Aggregate Intrinsic Value, Exercisable | $ 2,826,395 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Income Taxes Disclosure [Line Items] | |
Federal or state income tax provision | $ 0 |
New York State Division of Taxation and Finance Member [Member] | |
Income Taxes Disclosure [Line Items] | |
Refundable tax credit towards future tax expense | $ 200,251 |
Collaboration Agreement - Addit
Collaboration Agreement - Additional Information (Detail) - USD ($) | Jan. 06, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Fair value of Series B-1 Preferred Stock | $ 25,861,228 | |||
Research and development expense | $ 31,284,429 | $ 1,126,602 | ||
Series B-1 Preferred Stock [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Preferred stock, shares issued | 1,781,996 | 0 | ||
Fair value of Series B-1 Preferred Stock | $ 1,782 | |||
Takeda Pharmaceutical Company Limited [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Percentage of outstanding capital stock on the issuance date | 8.00% | |||
Value fixed on license agreement for share obligation terms | $ 50,000,000 | |||
Global commercial and regulatory milestone payments | $ 35,000,000 | |||
Takeda Pharmaceutical Company Limited [Member] | Collaborative Arrangement, Co-promotion [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Research and development expense | $ 1,534,106 | $ 0 | ||
Takeda Pharmaceutical Company Limited [Member] | Series B-1 Preferred Stock [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Preferred stock, shares issued | 1,781,996 | |||
Preferred stock, price per share | $ 14.513 | |||
Fair value of Series B-1 Preferred Stock | $ 25,861,228 |
Net Loss Per Share - Schedule P
Net Loss Per Share - Schedule Potentially Dilutive Securities Excluded from Computations of Diluted Weighted Average Shares Outstanding (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Dilutive Securities Included and Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive Securities Excluded from computations of Diluted Weighted Average shares outstanding | $ 13,656,889 | $ 10,451,800 |
Convertible Preferred Stock [Member] | ||
Dilutive Securities Included and Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive Securities Excluded from computations of Diluted Weighted Average shares outstanding | 9,763,347 | 7,981,351 |
Employee Stock Option [Member] | ||
Dilutive Securities Included and Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive Securities Excluded from computations of Diluted Weighted Average shares outstanding | $ 3,893,542 | $ 2,470,449 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ / shares in Units, $ in Millions | May 10, 2017USD ($)$ / sharesshares | May 01, 2017 | Apr. 12, 2017$ / sharesshares | Mar. 31, 2017$ / sharesshares | Dec. 31, 2016shares |
Subsequent Events [Line Items] | |||||
Performance-based option awards | 1,045,347 | ||||
Exercise price | $ / shares | $ 8.50 | ||||
Reverse stock split ratio | 0.4651 | ||||
Common stock, shares authorized | 62,000,000 | 58,000,000 | |||
Common stock, shares outstanding | 9,838,590 | 9,838,590 | |||
Series A Preferred Stock [Member] | |||||
Subsequent Events [Line Items] | |||||
Preferred stock, shares authorized | 5,121,453 | 5,121,453 | |||
Preferred stock, shares outstanding | 2,382,069 | 2,382,069 | |||
Series B Preferred Stock [Member] | |||||
Subsequent Events [Line Items] | |||||
Preferred stock, shares authorized | 12,038,506 | 12,038,506 | |||
Preferred stock, shares outstanding | 5,599,282 | 5,599,282 | |||
Series B-1 Preferred Stock [Member] | |||||
Subsequent Events [Line Items] | |||||
Preferred stock, shares authorized | 3,831,293 | 0 | |||
Number of shares issued | 1,781,996 | ||||
Preferred stock, shares outstanding | 1,781,996 | 0 | |||
Subsequent Event [Member] | |||||
Subsequent Events [Line Items] | |||||
Performance-based option awards | 216,506 | ||||
Exercise price | $ / shares | $ 10.32 | ||||
Subsequent Event [Member] | IPO [Member] | |||||
Subsequent Events [Line Items] | |||||
Reverse stock split ratio | 0.4651 | ||||
Common stock, shares authorized | 125,000,000 | ||||
Preferred stock, shares authorized | 10,000,000 | ||||
Number of shares issued | 5,000,000 | ||||
Stock issued, price per share | $ / shares | $ 15 | ||||
Gross proceeds from issuance of stock | $ | $ 75 | ||||
Net proceeds from issuance of stock | $ | $ 67 | ||||
Preferred stock, shares outstanding | 0 | ||||
Common stock, shares outstanding | 24,601,936 | ||||
Subsequent Event [Member] | IPO [Member] | Series A Preferred Stock [Member] | |||||
Subsequent Events [Line Items] | |||||
Preferred stock, shares outstanding | 2,382,069 | ||||
Subsequent Event [Member] | IPO [Member] | Series B Preferred Stock [Member] | |||||
Subsequent Events [Line Items] | |||||
Preferred stock, shares outstanding | 5,599,282 | ||||
Subsequent Event [Member] | IPO [Member] | Series B-1 Preferred Stock [Member] | |||||
Subsequent Events [Line Items] | |||||
Preferred stock, shares outstanding | 1,781,996 | ||||
Subsequent Event [Member] | IPO [Member] | Common Stock [Member] | |||||
Subsequent Events [Line Items] | |||||
Conversion of convertible preferred stock into common stock | 9,763,347 | ||||
Subsequent Event [Member] | IPO [Member] | Performance-based Option Awards [Member] | |||||
Subsequent Events [Line Items] | |||||
Performance-based option awards | 139,532 | ||||
Exercise price | $ / shares | $ 8.50 |