Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 08, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 | 24,603,291 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 96,042,773 | $ 51,939,661 |
Prepaid and other current assets | 827,866 | 221,507 |
Due from related parties | 7,369 | |
Deferred transaction costs | 242,673 | |
Total current assets | 96,870,639 | 52,411,210 |
Security deposit | 437,025 | 407,785 |
Property, plant and equipment, net | 51,734 | 43,591 |
Other assets | 207,661 | 165,301 |
Total assets | 97,567,059 | 53,027,887 |
Current liabilities: | ||
Accounts payable | 1,456,040 | 857,169 |
Accrued expenses | 3,151,963 | 2,876,243 |
Total current liabilities | 4,608,003 | 3,733,412 |
Stockholders' equity: | ||
Common stock, $0.001 par value; 125,000,000 and 58,000,000 shares authorized at September 30, 2017 and December 31, 2016, respectively, 24,601,936 and 9,838,590 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 24,602 | 9,839 |
Additional paid-in-capital | 182,689,858 | 85,186,269 |
Accumulated deficit | (89,755,404) | (35,909,614) |
Total stockholders' equity | 92,959,056 | 49,294,475 |
Total liabilities and stockholders' equity | $ 97,567,059 | 53,027,887 |
Series A Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock, value | 2,382 | |
Total stockholders' equity | 2,382 | |
Series B Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock, value | 5,599 | |
Total stockholders' equity | $ 5,599 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 125,000,000 | 58,000,000 |
Common stock, shares issued | 24,601,936 | 9,838,590 |
Common stock, shares outstanding | 24,601,936 | 9,838,590 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 0 | 5,121,453 |
Preferred stock, shares issued | 0 | 2,382,069 |
Preferred stock, shares outstanding | 0 | 2,382,069 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 0 | 12,038,506 |
Preferred stock, shares issued | 0 | 5,599,282 |
Preferred stock, shares outstanding | 0 | 5,599,282 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Operating expenses: | ||||
Research and development | $ 5,899,482 | $ 2,698,820 | $ 43,258,833 | $ 5,594,815 |
General and administrative | 3,509,630 | 3,116,109 | 10,700,667 | 9,351,542 |
Total operating expenses | 9,409,112 | 5,814,929 | 53,959,500 | 14,946,357 |
Loss from operations | (9,409,112) | (5,814,929) | (53,959,500) | (14,946,357) |
Interest income | 50,506 | 29,686 | 113,710 | 93,322 |
Net loss and comprehensive loss | (9,358,606) | (5,785,243) | (53,845,790) | (14,853,035) |
Net loss attributable to common stockholders | $ (9,358,606) | $ (5,785,243) | $ (53,845,790) | $ (14,853,035) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.38) | $ (0.59) | $ (3.06) | $ (1.51) |
Weighted-average common shares outstanding basic and diluted | 24,601,936 | 9,838,590 | 17,571,772 | 9,838,590 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Equity - 9 months ended Sep. 30, 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-1 Preferred Stock | 25,861,228 | $ 1,782 | 25,859,446 | ||||
Issuance of Series B-1 Preferred Stock, Shares | 1,781,996 | ||||||
Proceeds from Initial Public Offering, net of underwriting costs and commissions | 69,750,000 | $ 5,000 | 69,745,000 | ||||
Proceeds from Initial Public Offering, net of underwriting costs and commissions, Shares | 5,000,000 | ||||||
Deferred offering costs reclassified to additional paid-in capital | (3,087,481) | (3,087,481) | |||||
Conversion of preferred stock into common stock | (464) | $ (2,382) | $ (5,599) | $ (1,782) | $ 9,763 | (464) | |
Conversion of preferred stock into common stock, Shares | (2,382,069) | (5,599,282) | (1,781,996) | 9,763,346 | |||
Stock-based compensation expense | 4,987,088 | 4,987,088 | |||||
Net loss | (53,845,790) | (53,845,790) | |||||
Balance at Sep. 30, 2017 | $ 92,959,056 | $ 24,602 | $ 182,689,858 | $ (89,755,404) | |||
Balance, Shares at Sep. 30, 2017 | 24,601,936 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (53,845,790) | $ (14,853,035) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Noncash research and development expense | 25,861,228 | |
Stock-based compensation expense | 4,987,088 | 2,592,887 |
Depreciation and amortization | 58,590 | 23,755 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (588,679) | 98,151 |
Deferred transaction costs | 229,000 | |
Security deposit | (29,240) | (362,935) |
Accounts payable | 581,191 | (152,296) |
Accrued expenses | 275,256 | 493,909 |
Due from/ to related parties | 7,369 | 57,626 |
Deferred rent | 12,338 | |
Net cash used in operating activities | (22,463,987) | (12,089,600) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (31,105) | (26,938) |
Software development and other assets | (77,988) | (73,957) |
Net cash used in investing activities | (109,093) | (100,895) |
Cash flows from financing activities: | ||
Proceeds from initial public offering, net of offering expenses | 66,676,192 | |
Net cash provided by financing activities | 66,676,192 | |
Net increase (decrease) in cash and cash equivalents | 44,103,112 | (12,190,495) |
Cash and cash equivalents, at beginning of period | 51,939,661 | 69,944,292 |
Cash and cash equivalents, at end of period | $ 96,042,773 | $ 57,753,797 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 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, and raising capital, and has financed its operations through issuance of convertible preferred stock (“Preferred Stock”), common 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 its initial public offering (“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 $66.7 million, after deducting underwriting discounts and commissions and other offering expenses payable by us. At the time of the IPO the Series A Preferred Stock, the Series B Preferred Stock, and the Series B-1 Preferred Stock were converted into common stock (see Note 6). The Company has incurred operating losses since inception and had an accumulated deficit of $89.8 million as of September 30, 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 the Company’s existing cash and cash equivalents as of September 30, 2017, will be sufficient to fund its current operating plans through at least the next 12 months from the date of filing of this 10-Q. 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2017, except for those listed below. (A) Unaudited Interim Condensed Financial Statements The interim condensed balance sheet at September 30, 2017, and the condensed statements of operations and comprehensive loss for the three and nine months ended September 30, 2017 and 2016, changes in stockholder’s equity for the nine months ended September 30, 2017, and cash flows for the nine months ended September 30, 2017 and 2016 are unaudited. The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“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 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 and nine months ended September 30, 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 Company’s audited financial statements for the year ended December 31, 2016 included in the Company’s registration statement on Form S-1. (B) Reverse Stock Split In connection with the IPO, the Board of Directors and the stockholders of the Company approved a one-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 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, the Company records 50% of the net expenses of the development costs in research and development. 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, the Financial Accounting Standards Board (“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 share-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 for the above accounting policy election. In addition, there was no financial statement impact of adopting ASU 2016-09 provisions regarding recognition of tax effects associated with stock-based compensation, as the Company is in a net operating loss (“NOL”) position with a full valuation allowance. Also, 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. New accounting standards which have not yet been adopted In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This new standard clarifies when to account for a change to the terms or conditions of share-based payment award as a modification. Under the new guidance, modification accounting is required unless the fair value, the vesting conditions, or the classification of the award remain the same as the original award. ASU 2017-09 is effective for public companies for fiscal years beginning on or after December 15, 2017. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. 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, among others, 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. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. 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 the Company’s 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 | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2017, the Company has expensed approximately $3,169,550 related to both the MSA and the SUA. |
Property and Equipment and Inta
Property and Equipment and Intangible Assets | 9 Months Ended |
Sep. 30, 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: September 30, December 31, 2017 2016 Furniture and equipment $ 94,888 $ 63,783 Less accumulated depreciation (43,154 ) (20,192 ) Total property, plant and equipment, net $ 51,734 $ 43,591 Depreciation expense was $19,155 and $11,425 for the nine months ended September 30, 2017 and 2016, respectively. Depreciation expense was $7,171 and $4,372 for the three months ended September 30, 2017 and 2016, respectively. Intangible assets, net of accumulated amortization, were $121,323 and $110,074 as of September 30, 2017 and December 31, 2016, respectively, and are included in other assets. Amortization expense was $39,436 and $12,327 for the nine months ended September 30, 2017 and 2016, respectively. Amortization expense was $13,864 and $4,814 for the three months ended September 30, 2017 and 2016, respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2017 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | NOTE 5 – ACCRUED EXPENSES Accrued expenses consist of the following: September 30, December 31, 2017 2016 Collaboration agreement accrual $ 790,962 $ - Payroll and bonus accrual 1,378,047 1,324,649 Professional fees accrual 398,889 874,525 Clinical trials accrual 427,050 409,804 Other 157,015 267,265 Total $ 3,151,963 $ 2,876,243 |
Stockholders' Equity and Prefer
Stockholders' Equity and Preferred Stock | 9 Months Ended |
Sep. 30, 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 was initially authorized to issue 1,000 shares of common stock at $0.001 par value per share. The 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. On May 10, 2017, the Company filed an amended and restated certificate of incorporation with the Secretary 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 the closing of the Company’s IPO on May 10, 2017. Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 125,000,000 shares 2,382,069 shares of Series A Preferred Stock, 5,599,282 shares of Series B Preferred Stock and 1,781,996 shares |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased 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 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. 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 initial reserve of shares of common stock that may be issued under the 2017 Plan is 3,052,059 shares. The 2017 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance-based stock awards, and other forms of stock-based awards. Additionally, the 2017 Plan provides for the grant of performance cash awards. The Company's employees, officers, directors and consultants and advisors are eligible to receive awards under the 2017 Plan. Upon the adoption of the 2017 Plan, no further awards will be granted under the 2014 Plan. The Company's Board of Directors adopted and the Company's stockholders approved the 2017 employee stock purchase plan (the “2017 ESPP”), which became effective immediately prior to the execution of the underwriting agreement related to the IPO on May 4, 2017. The initial reserve of shares of common stock that may be issued under the 2017 ESPP is 279,069 shares. On September 20, 2017, the Company’s Compensation Committee approved an offering period under the 2017 ESPP, which began on October 20, 2017 with purchase dates of March 20, 2018 and September 20, 2018. Unless specified otherwise in an individual option agreement, stock options granted under the 2014 Plan and 2017 Plan generally have a ten-year term and a four-year graded vesting period. The vesting requirement is conditioned upon the 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 September 30, 2017 The fair value of options granted during the nine months ended September 30, 2017 and 2016 was estimated using the Black-Scholes option valuation model. The inputs for the Black-Scholes option valuation model require management’s significant assumptions and are detailed in the table below. Prior to the IPO, 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 each option grant which included but was 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 just recently became publicly traded. 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 nine months ended September 30, 2017 and 2016, respectively. There were 44,333 and 78,487 unvested nonemployee options outstanding as of September 30, 2017, and 2016, respectively. Total expense recognized related to the nonemployee stock options for the three months ended September 30, 2017 and 2016 was $52,348 and $38,489, respectively. Total expense recognized related to the nonemployee stock options for the nine months ended September 30, 2017 and 2016 was $358,554 and $107,564, respectively. Total unrecognized compensation expenses related to the nonemployee stock options was $282,840 as of September 30, 2017. During the nine months ended September 30, 2017, the Company recognized $162,700 in expenses for non-employee performance-based option awards. The Company granted 1,475,087 and 1,327,504 stock options to employees during the nine months ended September 30, 2017 and 2016 respectively. There were 2,686,393 and 2,378,382 unvested employee options outstanding as of September 30, 2017, and 2016, respectively. Total expense recognized related to the employee stock options for the three months ended September 30, 2017 and 2016 was $1,323,198 and $1,056,672 respectively. Total expense recognized related to the employee stock options for the nine months ended September 30, 2017 and 2016 was $4,628,534 and $2,485,323 respectively. Total unrecognized compensation expense related to employee stock options was $13,416,502 as of September 30, 2017. During the nine months ended September 30, 2017, the Company recognized $830,997 in expenses for employee performance-based option awards. The Company’s stock-based compensation expense was recognized in operating expense as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Research and development $ 771,018 $ 482,082 $ 2,030,447 $ 1,087,168 General and administrative 604,528 613,079 2,956,641 1,505,719 Total $ 1,375,546 $ 1,095,161 $ 4,987,088 $ 2,592,887 The fair value of employee options granted during the three and nine months ended September 30, 2017 and 2016, respectively, was estimated by utilizing the following assumptions: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Weighted Average Weighted Average Weighted Average Weighted Average Volatility 79.35 % 82.50 % 80.39 % 83.06 % Expected term in years 6.08 6.07 6.08 6.07 Dividend rate 0.00 % 0.00 % 0.00 % 0.00 % Risk-free interest rate 1.86 % 1.44 % 2.06 % 1.46 % Fair value of option on grant date $ 5.63 $ 4.86 $ 6.26 $ 5.01 The fair value of nonemployee options granted and remeasured during the three and nine months ended September 30, 2017 and 2016, respectively, was estimated by utilizing the following assumptions: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Weighted Average Weighted Average Weighted Average Weighted Average Volatility 79.45 % 82.10 % 80.52 % 82.95 % Expected term in years 3.77 4.82 4.36 5.01 Dividend rate 0.00 % 0.00 % 0.00 % 0.00 % Risk-free interest rate 1.71 % 1.19 % 1.85 % 1.20 % Fair value of option on grant date $ 6.58 $ 4.58 $ 6.32 $ 4.92 The following table summarizes the number of options outstanding and the weighted average exercise price: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life in Years Value Options Outstanding December 31, 2016 2,987,729 $ 7.46 8.82 $ 837,036 Granted 1,502,993 8.97 9.42 Exercised - - Forfeited (200,502 ) 6.46 Options Outstanding September 30, 2017 4,290,220 $ 8.04 8.52 $ 10,754,162 Vested and expected to vest at September 30, 2017 4,290,220 $ 8.04 8.52 $ 10,754,162 Exercisable at September 30, 2017 1,559,494 $ 7.64 8.15 $ 4,440,846 At September 30, 2017 there was approximately $13,699,342 of unamortized share–based compensation expense, which is expected to be recognized over a remaining average vesting period of 2.75 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 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 periods presented as it has incurred net losses since inception. In addition, the net deferred tax assets generated from 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. On February 15, 2017, the Company was approved for a $200,251 refundable credit towards future New York City tax expense. The credit is for qualified emerging technology companies (“QETCS”) focused on biotechnology located in New York City. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – 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 | 9 Months Ended |
Sep. 30, 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 the Company now refers 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 collaboration, the Company issued 1,781,996 shares of its Series B-1 Preferred Stock (Note 6), 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 collaboration, 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 collaboration, the Company is obligated to issue to Takeda the number of unregistered shares of the Company’s 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 and nine months ended September 30, 2017, the Company recognized $790,962 and $3,567,110 respectively, in research and development expenses representing research and development expenses reimbursed to Takeda in respect of this collaboration agreement. The 1,781,996 shares of Series B-1 Preferred Stock held by Takeda was automatically converted into 1,781,996 shares of the Company’s common stock upon the completion of its IPO. The Takeda collaboration will expire upon the cessation of commercialization of the products by both the Company and Takeda. Either party may terminate the Takeda collaboration because 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 collaboration for the Company’s (or the Company’s sublicensee’s) challenge to the patents licensed under the Takeda collaboration. If the collaboration 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 collaboration 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 | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 Nine Months Ended September 30, 2017 2016 Stock options to purchase common stock 4,290,220 2,978,660 Preferred stock convertible into common stock - 7,981,351 Total 4,290,220 10,960,011 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Unaudited Interim Condensed Financial Statements | (A) Unaudited Interim Condensed Financial Statements The interim condensed balance sheet at September 30, 2017, and the condensed statements of operations and comprehensive loss for the three and nine months ended September 30, 2017 and 2016, changes in stockholder’s equity for the nine months ended September 30, 2017, and cash flows for the nine months ended September 30, 2017 and 2016 are unaudited. The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“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 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 and nine months ended September 30, 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 Company’s audited financial statements for the year ended December 31, 2016 included in the Company’s registration statement on Form S-1. |
Reverse Stock Split | (B) Reverse Stock Split In connection with the IPO, the Board of Directors and the stockholders of the Company approved a one-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 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, the Company records 50% of the net expenses of the development costs in research and development. 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, the Financial Accounting Standards Board (“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 share-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 for the above accounting policy election. In addition, there was no financial statement impact of adopting ASU 2016-09 provisions regarding recognition of tax effects associated with stock-based compensation, as the Company is in a net operating loss (“NOL”) position with a full valuation allowance. Also, 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. New accounting standards which have not yet been adopted In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This new standard clarifies when to account for a change to the terms or conditions of share-based payment award as a modification. Under the new guidance, modification accounting is required unless the fair value, the vesting conditions, or the classification of the award remain the same as the original award. ASU 2017-09 is effective for public companies for fiscal years beginning on or after December 15, 2017. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. 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, among others, 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. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. 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 the Company’s 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 In20
Property and Equipment and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment is summarized as follows: September 30, December 31, 2017 2016 Furniture and equipment $ 94,888 $ 63,783 Less accumulated depreciation (43,154 ) (20,192 ) Total property, plant and equipment, net $ 51,734 $ 43,591 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: September 30, December 31, 2017 2016 Collaboration agreement accrual $ 790,962 $ - Payroll and bonus accrual 1,378,047 1,324,649 Professional fees accrual 398,889 874,525 Clinical trials accrual 427,050 409,804 Other 157,015 267,265 Total $ 3,151,963 $ 2,876,243 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Recognized Stock-Based Compensation Expense | The Company’s stock-based compensation expense was recognized in operating expense as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Research and development $ 771,018 $ 482,082 $ 2,030,447 $ 1,087,168 General and administrative 604,528 613,079 2,956,641 1,505,719 Total $ 1,375,546 $ 1,095,161 $ 4,987,088 $ 2,592,887 |
Summary of Options Outstanding and Weighted Average Exercise Price | The following table summarizes the number of options outstanding and the weighted average exercise price: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life in Years Value Options Outstanding December 31, 2016 2,987,729 $ 7.46 8.82 $ 837,036 Granted 1,502,993 8.97 9.42 Exercised - - Forfeited (200,502 ) 6.46 Options Outstanding September 30, 2017 4,290,220 $ 8.04 8.52 $ 10,754,162 Vested and expected to vest at September 30, 2017 4,290,220 $ 8.04 8.52 $ 10,754,162 Exercisable at September 30, 2017 1,559,494 $ 7.64 8.15 $ 4,440,846 |
Employee Stock Option [Member] | |
Summary of Assumptions Used to Compute Fair Value of Employee Option Granted | The fair value of employee options granted during the three and nine months ended September 30, 2017 and 2016, respectively, was estimated by utilizing the following assumptions: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Weighted Average Weighted Average Weighted Average Weighted Average Volatility 79.35 % 82.50 % 80.39 % 83.06 % Expected term in years 6.08 6.07 6.08 6.07 Dividend rate 0.00 % 0.00 % 0.00 % 0.00 % Risk-free interest rate 1.86 % 1.44 % 2.06 % 1.46 % Fair value of option on grant date $ 5.63 $ 4.86 $ 6.26 $ 5.01 |
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 and nine months ended September 30, 2017 and 2016, respectively, was estimated by utilizing the following assumptions: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Weighted Average Weighted Average Weighted Average Weighted Average Volatility 79.45 % 82.10 % 80.52 % 82.95 % Expected term in years 3.77 4.82 4.36 5.01 Dividend rate 0.00 % 0.00 % 0.00 % 0.00 % Risk-free interest rate 1.71 % 1.19 % 1.85 % 1.20 % Fair value of option on grant date $ 6.58 $ 4.58 $ 6.32 $ 4.92 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended September 30, 2017 2016 Stock options to purchase common stock 4,290,220 2,978,660 Preferred stock convertible into common stock - 7,981,351 Total 4,290,220 10,960,011 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Detail) - USD ($) | May 10, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Net proceeds from issuance of stock | $ 66,676,192 | ||
Operating losses | $ 89,755,404 | $ 35,909,614 | |
IPO [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Number of shares issued | 5,000,000 | ||
Stock issued, price per share | $ 15 | ||
Gross proceeds from issuance of stock | $ 75,000,000 | ||
Net proceeds from issuance of stock | $ 66,700,000 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2017USD ($)shares | |
Accounting Policies [Abstract] | |
Reverse stock split description | In connection with the IPO, the Board of Directors and the stockholders of the Company approved a one-for-2.15 reverse stock split of the Company’s issued and outstanding common stock and preferred stock. |
Reverse stock split ratio | 0.4651 |
Reverse stock split effective date | May 1, 2017 |
Ownership pattern | Ovid and Takeda are sharing 50/50 in the drug development and throughout the life of this compound |
Percentage of net expenses of development costs recorded in research and development | 50.00% |
Financial statement impact of adopting ASU 2016-09 | $ | $ 0 |
Options exercised | shares | 0 |
Preclinical and Clinical Agre26
Preclinical and Clinical Agreements - Additional Information (Detail) - USD ($) | Aug. 26, 2016 | May 05, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Expenses related to clinical research agreements | $ 5,899,482 | $ 2,698,820 | $ 43,258,833 | $ 5,594,815 | ||
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 | $ 3,169,550 |
Property and Equipment and In27
Property and Equipment and Intangible Assets - Summary of Property and Equipment (Detail) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation | $ (43,154) | $ (20,192) |
Total property, plant and equipment, net | 51,734 | 43,591 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment | $ 94,888 | $ 63,783 |
Property and Equipment and In28
Property and Equipment and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |||||
Depreciation expense | $ 7,171 | $ 4,372 | $ 19,155 | $ 11,425 | |
Intangible assets, net of accumulated amortization | 121,323 | 121,323 | $ 110,074 | ||
Amortization expense | $ 13,864 | $ 4,814 | $ 39,436 | $ 12,327 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Collaboration agreement accrual | $ 790,962 | |
Payroll and bonus accrual | 1,378,047 | $ 1,324,649 |
Professional fees accrual | 398,889 | 874,525 |
Clinical trials accrual | 427,050 | 409,804 |
Other | 157,015 | 267,265 |
Total | $ 3,151,963 | $ 2,876,243 |
Stockholders' Equity and Pref30
Stockholders' Equity and Preferred Stock - Additional Information (Detail) - $ / shares | May 10, 2017 | Sep. 30, 2017 | Jan. 06, 2017 | Dec. 31, 2016 | Apr. 01, 2014 |
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 125,000,000 | 58,000,000 | 1,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 0 | 5,121,453 | |||
Preferred stock, shares outstanding | 0 | 2,382,069 | |||
Conversion of convertible preferred stock into common stock | (2,382,069) | ||||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 0 | 12,038,506 | |||
Preferred stock, shares outstanding | 0 | 5,599,282 | |||
Conversion of convertible preferred stock into common stock | (5,599,282) | ||||
Series B-1 Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued | 1,781,996 | ||||
Conversion of convertible preferred stock into common stock | (1,781,996) | ||||
IPO [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 125,000,000 | ||||
Preferred stock, shares authorized | 10,000,000 | ||||
Number of shares issued | 5,000,000 | ||||
IPO [Member] | Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares outstanding | 2,382,069 | ||||
IPO [Member] | Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares outstanding | 5,599,282 | ||||
IPO [Member] | Series B-1 Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares outstanding | 1,781,996 | ||||
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 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Conversion of convertible preferred stock into common stock | 9,763,346 | ||||
Common Stock [Member] | IPO [Member] | |||||
Class of Stock [Line Items] | |||||
Conversion of convertible preferred stock into common stock | 9,763,346 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Stock-Based Compensation [Line Items] | ||||
Share based compensation, exercisable | 8 years 1 month 25 days | |||
Stock options, granted | 1,502,993 | |||
Share based compensation expense | $ 1,375,546 | $ 1,095,161 | $ 4,987,088 | $ 2,592,887 |
Unrecognized compensation expenses | $ 13,699,342 | $ 13,699,342 | ||
Unrecognized compensation not yet recognized, period for recognition | 2 years 9 months | |||
Performance-based Option Awards [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Unvested stock options, outstanding | 50,000 | 50,000 | ||
Share based compensation expense | $ 830,997 | |||
Nonemployee Stock Options [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Unvested stock options, outstanding | 44,333 | 78,487 | 44,333 | 78,487 |
Stock options, granted | 27,906 | 34,882 | ||
Share based compensation expense | $ 52,348 | $ 38,489 | $ 358,554 | $ 107,564 |
Unrecognized compensation expenses | $ 282,840 | 282,840 | ||
Non-employee Performance Based Option Awards [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Share based compensation expense | $ 162,700 | |||
Employee Stock Option [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Unvested stock options, outstanding | 2,686,393 | 2,378,382 | 2,686,393 | 2,378,382 |
Stock options, granted | 1,475,087 | 1,327,504 | ||
Share based compensation expense | $ 1,323,198 | $ 1,056,672 | $ 4,628,534 | $ 2,485,323 |
Unrecognized compensation expenses | $ 13,416,502 | $ 13,416,502 | ||
2017 Equity Incentive Plan [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Common stock, reserved for future issuance | 3,052,059 | 3,052,059 | ||
Share based compensation, term of plan | 10 years | |||
Share based compensation, graded vesting period | 4 years | |||
Share based compensation, exercisable | 90 days | |||
2014 Equity Incentive Plan [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Shares of common stock authorized for issuance under the Plan | 0 | 0 | ||
Share based compensation, term of plan | 10 years | |||
Share based compensation, graded vesting period | 4 years | |||
Share based compensation, exercisable | 90 days | |||
2017 ESPP [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Common stock, reserved for future issuance | 279,069 | 279,069 | ||
Offering period description | On September 20, 2017, the Company’s Compensation Committee approved an offering period under the 2017 ESPP, which began on October 20, 2017 with purchase dates of March 20, 2018 and September 20, 2018. |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Recognized Stock-Based Compensation Expense (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Stock-Based Compensation [Line Items] | ||||
Stock-based compensation expense, Total | $ 1,375,546 | $ 1,095,161 | $ 4,987,088 | $ 2,592,887 |
Research and Development [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Stock-based compensation expense, Total | 771,018 | 482,082 | 2,030,447 | 1,087,168 |
General and Administrative Expenses [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Stock-based compensation expense, Total | $ 604,528 | $ 613,079 | $ 2,956,641 | $ 1,505,719 |
Stock-Based Compensation - Su33
Stock-Based Compensation - Summary of Assumptions Used to Compute Fair Value of Employee Option Granted (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee Stock Option [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Weighted Average, Volatility | 79.35% | 82.50% | 80.39% | 83.06% |
Weighted Average, Expected term in years | 6 years 30 days | 6 years 26 days | 6 years 30 days | 6 years 26 days |
Weighted Average, Dividend rate | 0.00% | 0.00% | 0.00% | 0.00% |
Weighted Average, Risk-free interest rate | 1.86% | 1.44% | 2.06% | 1.46% |
Weighted Average, Fair value of option on grant date | $ 5.63 | $ 4.86 | $ 6.26 | $ 5.01 |
Nonemployee Stock Options [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Weighted Average, Volatility | 79.45% | 82.10% | 80.52% | 82.95% |
Weighted Average, Expected term in years | 3 years 9 months 7 days | 4 years 9 months 26 days | 4 years 4 months 9 days | 5 years 4 days |
Weighted Average, Dividend rate | 0.00% | 0.00% | 0.00% | 0.00% |
Weighted Average, Risk-free interest rate | 1.71% | 1.19% | 1.85% | 1.20% |
Weighted Average, Fair value of option on grant date | $ 6.58 | $ 4.58 | $ 6.32 | $ 4.92 |
Stock-Based Compensation - Su34
Stock-Based Compensation - Summary of Options Outstanding and Weighted Average Exercise Price (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Shares, Options Outstanding, Beginning balance | 2,987,729 | |
Number of Shares, Granted | 1,502,993 | |
Number of Shares, Exercised | 0 | |
Number of Shares, Forfeited | (200,502) | |
Number of Shares, Options Outstanding, Ending balance | 4,290,220 | 2,987,729 |
Number of Shares, Vested and expected to vest | 4,290,220 | |
Number of Shares, Exercisable | 1,559,494 | |
Weighted Average Exercise Price, Options Outstanding | $ 7.46 | |
Weighted Average Exercise Price, Granted | 8.97 | |
Weighted Average Exercise Price, Exercised | 0 | |
Weighted Average Exercise Price, Forfeited | 6.46 | |
Weighted Average Exercise Price, Options Outstanding | 8.04 | $ 7.46 |
Weighted Average Exercise Price, Vested and expected to vest | 8.04 | |
Weighted Average Exercise Price, Exercisable | $ 7.64 | |
Weighted Average Remaining Contractual Life, Options Outstanding | 8 years 6 months 7 days | 8 years 9 months 25 days |
Weighted Average Remaining Contractual Life, Granted | 9 years 5 months 2 days | |
Weighted Average Remaining Contractual Life, Vested and expected to vest | 8 years 6 months 7 days | |
Weighted Average Remaining Contractual Life, Exercisable | 8 years 1 month 25 days | |
Aggregate Intrinsic Value, Options Outstanding | $ 10,754,162 | $ 837,036 |
Aggregate Intrinsic Value, Vested and expected to vest | 10,754,162 | |
Aggregate Intrinsic Value, Exercisable | $ 4,440,846 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Feb. 15, 2017 | |
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 ($) | May 10, 2017 | Jan. 06, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Fair value of Series B-1 Preferred Stock | $ 25,861,228 | |||||
Research and development | $ 5,899,482 | $ 2,698,820 | 43,258,833 | $ 5,594,815 | ||
Series B-1 Preferred Stock [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Fair value of Series B-1 Preferred Stock | $ 1,782 | |||||
Conversion of convertible preferred stock into common stock | (1,781,996) | |||||
Common Stock [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Conversion of convertible preferred stock into common stock | 9,763,346 | |||||
IPO [Member] | Common Stock [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Conversion of convertible preferred stock into common stock | 9,763,346 | |||||
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 collaboration 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 | $ 790,962 | $ 3,567,110 | ||||
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 | |||||
Takeda Pharmaceutical Company Limited [Member] | IPO [Member] | Common Stock [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Conversion of convertible preferred stock into common stock | 1,781,996 |
Net Loss Per Share - Schedule P
Net Loss Per Share - Schedule Potentially Dilutive Securities Excluded from Computations of Diluted Weighted Average Shares Outstanding (Detail) - shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 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 | 4,290,220 | 10,960,011 |
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 | 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 | 4,290,220 | 2,978,660 |